PCF Group S.A.

AGM Information • Nov 13, 2024

RESOLUTIONS ADOPTED BY THE EXTRAORDINARY GENERAL MEETING OF PCF GROUP S.A. OF WARSAW HELD ON NOVEMBER 13TH, 2024

Resolution No. 1/11/2024 of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") of November 13th, 2024

on the appointment of the Chair of the Meeting

The Extraordinary General Meeting hereby appoints Mr Sebastian Wojciechowski as the Chair of the Meeting.

In the secret vote on the resolution, 27 618 454 valid votes were cast from 27 618 454 shares representing 76.85% of share capital, of which 27 618 454 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 2/11/2024 of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") of November 13th, 2024

on the appointment of the Ballot Counting Committee

The Extraordinary General Meeting hereby resolves not to appoint a Ballot Counting Committee as the General Meeting will use an electronic ballot counting system.

In the open vote on the resolution, 27 618 454 valid votes were cast from 27 618 454 shares representing 76.85% of share capital, of which 27 618 454 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 3/11/2024 of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") dated November 13th, 2024 on the adoption of the agenda of the Extraordinary General Meeting

The Extraordinary General Meeting adopts the following agenda:

• 1. Opening the Extraordinary General Meeting.
• 1. Electing the Chair of the Extraordinary General Meeting and preparing an attendance list.
• 1. Confirming that the Extraordinary General Meeting has been properly convened and is capable of adopting binding resolutions.
• 1. Adopting a resolution on the election of the Ballot Committee.
• 1. Adopting a resolution on the adoption of the agenda.
• 1. Adopting a resolution on the approval of the co-opted member of the Supervisory Board.
• 1. Adopting a resolution on the amendment to the Company's Articles of Association.
• 1. Adopting a resolution on the adoption of the consolidated text of the Company's Articles of Association.
• 1. Reviewing and adopting a resolution on the adoption of the amended "Remuneration policy for the members of the Management Board and Supervisory Board of PCF Group S.A. with its registered office in Warsaw".
• 1. Closing the Extraordinary General Meeting.

In the open vote on the resolution, 27 618 454 valid votes were cast from 27 618 454 shares representing 76.85% of share capital, of which 27 618 454 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 4/11/2024 of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") dated November 13th, 2024 on the approval of the co-opted member of the Supervisory Board

Following the resignation of Ms Dagmara Zawadzka as a member of the Company's Supervisory Board, which was tendered on 24 July 2024 with effect as of 31 August 2024 and the Supervisory Board electing on 6 September 2024 pursuant to § 21 Section 1 of the Company's Articles of Association to the Supervisory Board of Ms. Lidia Banach-Hoheker for the second, joint, three-year term of office of the Supervisory Board, which commenced on 29 June 2022, the Extraordinary General Meeting, acting pursuant to Article 385 § 1 of the Act of 15 September 2000 – Commercial Companies Code and § 16 Sections 1, 4 and 6 as well as § 21 Sections 1 and 3 of the Articles of Association of the Company, hereby resolves as follows:

§ 1

The Extraordinary General Meeting hereby approves the election of Ms Lidia Banach-Hoheker to the Company's Supervisory Board, appointed on 6 September 2024 pursuant to § 21 Section 1 of the Company's Articles of Association by way of co-opting to the Supervisory Board, for the duration of the second, joint, three-year term of office, which commenced on 29 June 2022, to serve as a member of the Supervisory Board who meets the independence criteria set forth in Article 129 item 3 of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight.

§ 2

This resolution shall become effective as of its date.

In the secret vote on the resolution, 27 618 454 valid votes were cast from 27 618 454 shares representing 76.85% of share capital, of which 27 618 454 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 5/11/2024 of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") dated November 13th, 2024 on the amendment to the Company's Articles of Association

The Extraordinary General Meeting, acting pursuant to Article 430 § 1 of the Act of 15 September 2000 − Commercial Companies Code, resolves:

§ 1

The Extraordinary General Meeting resolves to amend the Company's Articles of Association so that § 4 Section 1 of Articles of Association reads as follows:

• "1. The scope of Company's business:
• 1) 18.13.Z – Pre-press and pre-media services,
• 2) 18.20.Z – Reproduction of recorded media
• 3) 26.40.Z – Manufacture of consumer electronics,
• 4) 28.99.Z – Manufacture of other special-purpose machinery not elsewhere classified,
• 5) 32.40.Z – Manufacture of games and toys,
• 6) 33.19.Z – Repair and maintenance of other equipment,
• 7) 33.20.Z – Installation of industrial machinery and equipment and fit-out;
• 8) 47.65.Z – Retail sale of games and toys in specialized stores;
• 9) 47.91.Z – Retail sale via mail order houses or via Internet;
• 10) 58.11.Z – Book publishing;
• 11) 58.12.Z – Publishing of directories and registers (e.g. street, phone directory);
• 12) 58.13.Z – Publishing of newspapers;
• 13) 58.14.Z – Publishing of journals and other periodicals;
• 14) 58.19.Z – Other publishing activities;
• 15) 58.21.Z – Publishing of computer games;
• 16) 58.29.Z – Other software publishing;
• 17) 59.11.Z – Motion picture, video and television program production activities;
• 18) 59.12.Z – Motion picture, video and television program post-production activities;
• 19) 59.13.Z – Motion picture, video and television program distribution activities;
• 20) 59.20.Z – Sound recording and music publishing activities;
• 21) 60.10.Z – Radio broadcasting;
• 22) 60.20.Z – Broadcasting of television programming on a free-to-air or subscription basis;
• 23) 62.01.Z – Computer programming activities;
• 24) 62.02.Z – Computer consultancy activities;
• 25) 62.03.Z – Computer facilities management activities;
• 26) 62.09.Z – Other information on technology and computer service activities;
• 27) 63.11.Z – Data processing, hosting and related activities;
• 28) 63.12.Z – Web portals;
• 29) 70.22.Z – Business and other management consultancy activities;
• 30) 74.20.Z – Photographic activities;
• 31) 79.90.C – Other information on reservation service activities not elsewhere classified;
• 32) 85.52.Z – Out-of-school forms of cultural education;
• 33) 90.01.Z – Performing arts activities;
• 34) 90.02.Z – Support activities to performing arts;
• 35) 90.03.Z – Support activities to performing arts;
• 36) 93.29.Z – Other amusement and recreation activities."

§ 2

This resolution becomes effective upon its adoption, whereas the amendments to the Articles of Association adopted in § 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.

In the open vote on the resolution, 27 618 454 valid votes were cast from 27 618 454 shares representing 76.85% of share capital, of which 27 618 454 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 6/11/2024 of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") dated November 13th, 2024 on the adoption of the consolidated text of the Company's Articles of Association

The Extraordinary General Meeting, in connection with the Resolution No. 5/11/2024 of the Extraordinary General Meeting of the Company dated November 13th, 2024 (the "Resolution"), resolves:

§ 1

The Extraordinary 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 follows:

ARTICLES OF ASSOCIATION OF PCF GROUP SPÓŁKA AKCYJNA

I. GENERAL PROVISIONS

§ 1.

• 1. The Company was created by way of the transformation of PCF Group spółka z ograniczoną odpowiedzialnością (a limited liability company) with its registered office in Warsaw into a joint-stock company.
• 1. The Company conducts business under the business name PCF Group Spółka Akcyjna.
• 1. The Company may use an abbreviated form of the part of its name designating its legal form: "S.A.".

§ 2.

• 1. The Company has its registered office in the capital city of Warsaw.
• 1. The duration of the Company is unlimited.

§ 3.

• 1. The Company operates in the territory of the Republic of Poland and abroad.
• 1. The Company may set up its branches, representative and affiliated offices, both in Poland and abroad, may operate establishments and other organizational units, establish entities, including companies of any business profile operating in Poland and abroad and participate in other companies as a partner or shareholder, pursuant to the relevant provisions of law.

II. THE COMPANY'S BUSINESS

§ 4.

• 1. The scope of Company's business:
  2. 1) 18.13.Z – Pre-press and pre-media services,
  3. 2) 18.20.Z – Reproduction of recorded media
  4. 3) 26.40.Z – Manufacture of consumer electronics,
  5. 4) 28.99.Z – Manufacture of other special-purpose machinery not elsewhere classified,
  6. 5) 32.40.Z – Manufacture of games and toys,
  7. 6) 33.19.Z – Repair and maintenance of other equipment,
• 7) 33.20.Z – Installation of industrial machinery and equipment and fit-out;
• 8) 47.65.Z – Retail sale of games and toys in specialized stores;
• 9) 47.91.Z – Retail sale via mail order houses or via Internet;
• 10) 58.11.Z – Book publishing;
• 11) 58.12.Z – Publishing of directories and registers (e.g. street, phone directory);
• 12) 58.13.Z – Publishing of newspapers;
• 13) 58.14.Z – Publishing of journals and other periodicals;
• 14) 58.19.Z – Other publishing activities;
• 15) 58.21.Z – Publishing of computer games;
• 16) 58.29.Z – Other software publishing;
• 17) 59.11.Z – Motion picture, video and television program production activities;
• 18) 59.12.Z – Motion picture, video and television program post-production activities;
• 19) 59.13.Z – Motion picture, video and television program distribution activities;
• 20) 59.20.Z – Sound recording and music publishing activities;
• 21) 60.10.Z – Radio broadcasting;
• 22) 60.20.Z – Broadcasting of television programming on a free-to-air or subscription basis;
• 23) 62.01.Z – Computer programming activities;
• 24) 62.02.Z – Computer consultancy activities;
• 25) 62.03.Z – Computer facilities management activities;
• 26) 62.09.Z – Other information on technology and computer service activities;
• 27) 63.11.Z – Data processing, hosting and related activities;
• 28) 63.12.Z – Web portals;
• 29) 70.22.Z – Business and other management consultancy activities;
• 30) 74.20.Z – Photographic activities;
• 31) 79.90.C – Other information on reservation service activities not elsewhere classified;
• 32) 85.52.Z – Out-of-school forms of cultural education;
• 33) 90.01.Z – Performing arts activities;
• 34) 90.02.Z – Support activities to performing arts;
• 35) 90.03.Z – Support activities to performing arts;
• 36) 93.29.Z – Other amusement and recreation activities.
• 1. If any concession, license or permit is required to engage in a specific activity or if the conduct of any specific activity is reserved for authorized persons, the company may engage in such activity only upon obtaining the relevant concession, license or permit or if such activity is to be conducted through authorized persons.
• 1. If a resolution on a material change to the scope of the Company's business is adopted by a majority of two-thirds of the votes in the presence of persons representing at least one half of the share capital of the Company, the change to the scope of the Company's business takes place without the squeeze out of the shareholders who do not consent to the change.

III. SHARE CAPITAL OF THE COMPANY

§ 5.

• 1. The share capital of the Company amounts to PLN 718,805.42 (seven hundred eighteen thousand eight hundred five zloty and forty-two groszy) and is divided into:
  • 1) 27,500,000 (twenty seven million five hundred thousand) Series A ordinary, bearer shares with the nominal value of PLN 0.02 (two groszy) each,
  • 2) 2,062,512 (two million sixty two thousand five hundred and twelve) Series B ordinary, bearer shares with the nominal value of PLN 0.02 (two groszy) each,
  • 3) 387,714 (three hundred eighty seven thousand seven hundred and fourteen) Series D ordinary, bearer shares with the nominal value of PLN 0.02 (two groszy) each,
  • 4) 136,104 (one hundred and thirty-six thousand one hundred and four) Series E ordinary, bearer shares with the nominal value of PLN 0.02 (two groszy) each,
  • 5) 3,343,037 (three million three hundred forty three thousand and thirty seven) Series F ordinary, bearer shares with the nominal value of PLN 0.02 (two groszy) each,
• 6) 2,510,904 (two million five hundred ten thousand nine hundred four) Series G ordinary, bearer shares with the nominal value of PLN 0.02 (two groszy) each.
• 11 . Pursuant to "Resolution number 5 of the Extraordinary General Meeting of the Company of 26 June 2020 on the issue of subscription warrants, the conditional share capital increase through the issue of Series C ordinary shares, the exclusion of all the pre-emptive rights of current shareholders in relation to all the subscription warrants and all the Series C Shares, the seeking of the admission of Series C Shares to trading on a regulated market operated by the Warsaw Stock Exchange, the dematerialization of Series C Shares and the authorization to conclude an agreement on the registration of the Series C Shares in the depository of securities, and on amendments to the Articles of Association of the Company", the share capital of the Company was conditionally increased by an amount not exceeding PLN 31,118.44 (thirty-one thousand one hundred and eighteen złotys and forty-four groszy) through the issuance of no more than 1,555,922 (one million five hundred fifty-five thousand nine hundred and twenty-two) Series C ordinary bearer shares. The purpose of the conditional increase in the Company's share capital is to grant subscription rights in respect of Series C Shares to holders of the subscription warrants referred to in Section 12 below.
• 12 . The persons authorized to acquire Series C Shares are holders of Series A and B subscription warrants issued by the Company pursuant to the resolution referred to in Section 11 above. The rights attached to the warrants to acquire Series C Shares may be exercised to 31 December 2025.
• 1. The shares in the Company may be registered or bearer shares.
• 1. The warrants may be issued in the form of multiple-share certificates.
• 1. Registered shares that are to be dematerialized pursuant to the provisions of the Act on Trading in Financial Instruments of 29 July 2005 will be converted to bearer shares upon their dematerialization.
• 1. Conversion of bearer shares into registered shares is not permitted.

§ 6.

The share capital of the Company referred to in § 5 was subscribed for in full, thus as result of the conversion:

• 1) Sebastian Wojciechowski ("SW Shareholder") acquired 15,852,500 (fifteen million eight hundred fifty-two thousand five hundred) Series A ordinary registered shares, marked with numbers from 1 through 15852500, with the nominal value of 2 (two) groszy per one share;
• 2) Bartosz Kmita acquired 2,750,000 (two million seven hundred fifty thousand) Series A ordinary registered shares, marked with numbers from 15852501 through 18602500, with the nominal value of 2 (two) groszy per one share;
• 3) Krzysztof Dolaś acquired 1,925,000 (one million nine hundred twenty-five thousand) Series A ordinary registered shares, marked with numbers from 18602501 through 20527500, with the nominal value of 2 (two) groszy per one share;
• 4) Bartosz Biełuszko acquired 1,925,000 (one million nine hundred twentyfive thousand) Series A ordinary registered shares, marked with numbers from 20527501 through 22452500, with the nominal value of 2 (two) groszy per one share;
• 5) Michał Nowak acquired 337,500 (three hundred thirty-seven thousand five hundred) Series A ordinary registered shares, marked with numbers from 22452501 through 22790000, with the nominal value of 2 (two) groszy per one share;
• 6) Jarosław Palczyński acquired 210,000 (two hundred ten thousand) Series A ordinary registered shares, marked with numbers from 22790001 through 23000000, with the nominal value of 2 (two) groszy per one share;
• 7) Bartłomiej Roch acquired 217,500 (two hundred seventeen thousand five hundred) Series A ordinary registered shares, marked with numbers from 23000001 through 23217500, with the nominal value of 2 (two) groszy per one share;
• 8) Krzysztof Przybyło acquired 217,500 (two hundred seventeen thousand five hundred) Series A ordinary registered shares, marked with numbers from 23217501 through 23435000, with the nominal value of 2 (two) groszy per one share;
• 9) Michał Dzięcielski acquired 217,500 (two hundred seventeen thousand five hundred) Series A ordinary registered shares, marked with numbers from 23435001 through 23652500, with the nominal value of 2 (two) groszy per one share;
• 10) Sebastian Kowalczyk acquired 285,000 (two hundred eighty five thousand) Series A ordinary registered shares, marked with numbers from 23652501 through 23937500, with the nominal value of 2 (two) groszy per one share;
• 11) Jarosław Surowiec acquired 367,500 (three hundred sixty-seven thousand five hundred) Series A ordinary registered shares, marked with numbers from 23937501 through 24305000, with the nominal value of 2 (two) groszy per one share;
• 12) Lech Arvaniti acquired 382,500 (three hundred eighty-two thousand five hundred) Series A ordinary registered shares, marked with numbers from 24305001 through 24687500, with the nominal value of 2 (two) groszy per one share;
• 13) Piotr Nowakowski acquired 337,500 (three hundred thirty-seven thousand five hundred) Series A ordinary registered shares, marked with numbers

from 24687501 through 25025000, with the nominal value of 2 (two) groszy per one share;

• 14) Piotr Arendarski acquired 217,500 (two hundred seventeen thousand five hundred) Series A ordinary registered shares, marked with numbers from 25025001 through 25242500, with the nominal value of 2 (two) groszy per one share;
• 15) Dariusz Korotkiewicz acquired 210,000 (two hundred ten thousand) Series A ordinary registered shares, marked with numbers from 25242501 through 25452500, with the nominal value of 2 (two) groszy per one share;
• 16) Jarosław Eliasz-Skąpski acquired 210,000 (two hundred ten thousand) Series A ordinary registered shares, marked with numbers from 25452501 through 25662500, with the nominal value of 2 (two) groszy per one share;
• 17) Anna Kulczyńska acquired 67,500 (sixty seven thousand five hundred) Series A ordinary registered shares, marked with numbers from 25662501 through 25730000, with the nominal value of 2 (two) groszy per one share;
• 18) Krzysztof Cyngot acquired 150,000 (one hundred fifty thousand) Series A ordinary registered shares, marked with numbers from 25730001 through 25880000, with the nominal value of 2 (two) groszy per one share;
• 19) Paweł Mikołajewski acquired 187,500 (one hundred eighty-seven thousand five hundred) Series A ordinary registered shares, marked with numbers from 25880001 through 26067500, with the nominal value of 2 (two) groszy per one share;
• 20) Rafał Pawłowski acquired 217,500 (two hundred seventeen thousand five hundred) Series A ordinary registered shares, marked with numbers from 26067501 through 26285000, with the nominal value of 2 (two) groszy per one share;
• 21) Adrian Kołodziejczyk acquired 210,000 (two hundred ten thousand) Series A ordinary registered shares, marked with numbers from 26285001 through 26495000, with the nominal value of 2 (two) groszy per one share;
• 22) Marcin Winkowski acquired 217,500 (two hundred seventeen thousand five hundred) Series A ordinary registered shares, marked with numbers from 26495001 through 26712500, with the nominal value of 2 (two) groszy per one share;
• 23) Szymon Barchan acquired 187,500 (one hundred eighty seven thousand five hundred) Series A ordinary registered shares, marked with numbers from 26712501 through 26900000, with the nominal value of 2 (two) groszy per one share;
• 24) Krystian Stefański acquired 217,500 (two hundred seventeen thousand five hundred) Series A ordinary registered shares, marked with numbers from 26900001 through 27117500, with the nominal value of 2 (two) groszy per one share;
• 25) Marcin Czartyński acquired 225,000 (two hundred twenty-five thousand) Series A ordinary registered shares, marked with numbers from 27117501 through 27342500, with the nominal value of 2 (two) groszy per one share;
• 26) Łukasz Sopata acquired 157,500 (one hundred fifty-seven thousand five hundred) Series A ordinary registered shares, marked with numbers from 27342501 through 27500000, with the nominal value of 2 (two) groszy per one share;

§ 7.

Shares may be redeemed with the shareholder's consent by way of their acquisition by the Company (voluntary redemption).

§ 8.

The Company may issue bonds, including convertible bonds and bonds with pre-emptive rights. The manner of issuance, number of bonds and their nominal value must be determined in a resolution of the General Meeting.

IV. CORPORATE AUTHORITIES

§ 9.

The governing bodies of the Company are:

• 1) the General Meeting;
• 2) the Management Board;
• 3) the Supervisory Board.

V. GENERAL MEETING

§ 10.

• 1. The General Meeting may be held as an annual or extraordinary meeting.
• 1. General Meetings are held at the Company's registered office.
• 1. Each share gives the right to one vote at the General Meeting.

§ 11.

• 1. The competencies of the General Meeting include, without limitation:
  2. 1) examining and approving the Management Board report on the Company's business and the financial statements for the preceding financial year,
  3. 2) examining and approving the Management Board report on the Company group's business and its consolidated financial statements for the preceding financial year,
  4. 3) adopting resolutions on the distribution of profit or covering of losses,
• 4) endorsing the record of work of members of the Company's Management Board,
• 5) increasing or decreasing the share capital,
• 6) amending the Articles of Association,
• 7) mergers of the Company with other entities, demergers or transformations of the Company,
• 8) winding-up the Company,
• 9) appointing and revoking members of the Supervisory Board in accordance with the provisions of the Articles of Association,
• 10) revoking or suspending all or individual members of the Management Board,
• 11) determining the rules of remuneration for members of the Supervisory Board,
• 12) appointing liquidators,
• 13) decisions concerning claims for damages in respect of losses incurred at the formation of the Company or in the course of its management or supervision,
• 14) sale or lease of the Company's enterprise or an organized part thereof or establishing any encumbrance on the Company's enterprise or an organized part thereof,
• 15) acquisition or disposal of real property, perpetual usufruct rights or any interests in real property,
• 16) issuing convertible bonds, bonds with pre-emptive rights or subscription warrants,
• 17) other matters referred to the Management Board, set forth in the Commercial Companies Code, other laws and regulations or these Articles of Association.

§ 12.

• 1. The resolutions of the General Meeting on the amendments to the Articles of Association as well as on the transfer and lease of an enterprise or an organized part thereof or establishing limited rights in rem require the attendance of shareholders representing at least half of the Company's share capital.
• 1. The General Meeting adopts resolutions by an absolute majority of the votes cast, unless the Commercial Companies Code or these Articles of Association require otherwise.

VI. MANAGEMENT BOARD

§ 13.

• 1. The Management Board manages the Company's business and represents the Company.
• 1. The Management Board consists of one or more members, including the President of the Management Board. The number of Management Board members is determined by the Supervisory Board.
• 1. If the Management Board consists of more than one member, it may include, in addition to the President of the Management Board, Vice Presidents or Members of the Management Board.
• 1. The joint term of office of the Management Board members is five years.
• 1. As long as the SW Shareholder holds shares carrying no less than 25% (twenty five percent) of the total number of votes in the Company, the SW Shareholder will enjoy a personally vested right to appoint and revoke the Member of the Management Board holding the position of the President of the Management Board. This right will expire if the SW Shareholder ceases to be a shareholder of the Company; the personal right cannot be restored by way of re-acquiring the Company shares. If the number of shares held by the SW Shareholder falls below the aforesaid threshold of the total number of votes in the Company, but the SW Shareholder continues to be a shareholder of the Company, then re-acquiring a sufficient number of the Company shares to achieve or exceed aforesaid threshold will restore the SW Shareholder's personal right.
• 1. The personal right to appoint and revoke the President of the Management Board is exercised by way of delivering a written representation to the Company which must be accompanied by a deposit certificate confirming the number of shares held by the SW Shareholder on the date of exercising the personal right.
• 1. The remaining Management Board Members are appointed and revoked by the Supervisory Board. The Supervisory Board may appoint one or more of the Management Board members as Vice-President(s) of the Management Board.
• 1. 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 has the casting vote.
• 1. If the Management Board consists of one person – the Company is represented by the President of the Management Board; if the Management Board is composed of more than one person – the Company is represented by the President of the Management Board acting jointly with another member of the Management Board.
• 1. 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.

1. 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.

§ 14.

• 1. The Management Board is competent for all matters related to the management of the Company's affairs that are not reserved by the Commercial Companies Code or these Articles of Association for the competence of the General Meeting or Supervisory Board.
• 1. The Management Board operates on the basis of the Management Board Rules adopted by the Supervisory Board.

VII. SUPERVISORY BOARD

§ 15.

• 1. The company has a Supervisory Board.
• 1. The Supervisory Board's responsibilities are as follows:
  2. 1) reviewing the Management Board report on the Company's business and the financial statements for the preceding financial year and the Management Board report on the Company group's business and the consolidated financial statements of the Company's group for the preceding financial year in terms of their compliance with the books and documents as well as the actual state of affairs, and reviewing Management Board recommendations concerning the distribution of profits or covering of losses,
  3. 2) submitting annual written reports on the results of the review referred to in point 1) above to the General Meeting,
  4. 3) suspending all members or individual members of the Management Board for important reasons, as well as delegating members of the Supervisory Board, for a period no longer than three months, to temporarily perform the duties of members of the Management Board members who were revoked, resigned or cannot perform their duties for other reasons,
  5. 4) appointing the statutory auditor to audit the Company's financial statements or the consolidated financial statements of the Company's group.
• 1. The joint term of office of the Supervisory Board members is three years.
• 1. The Supervisory Board operates on the basis of the Supervisory Board Rules adopted by the General Meeting.
• 1. The Supervisory Board consists of five to seven members. The number of members of the Supervisory Board is determined by the General Meeting.
• 2. The SW Shareholder (PESEL: 72102700915), Bartosz Kmita (PESEL: 79022408972), Krzysztof Dolaś (PESEL: 84040204651) and Bartosz Biełuszko (PESEL: 79061911831) who jointly constitute the Group of the Eligible Shareholders (the "Group of the Eligible Shareholders") enjoy certain personal rights specified in Sections 4 and 5. These rights are vested jointly in the shareholders constituting the Group of the Eligible Shareholders and may only be exercised by all of them jointly, without prejudice to Section 3. The personal rights remain in force as long as the Group of the Eligible Shareholders holds no less than 40% (forty percent) of the total number of votes in the Company. If their share of the total number of votes falls below that threshold, the Group of the Eligible Shareholders will not be able to exercise the personal rights; if the percentage of their voting rights again reaches 40% or more, the Group of the Eligible Shareholders' ability to exercise the personal rights will be restored.
• 3. Any member of the Group of the Eligible Shareholders will forfeit his personal rights if he ceases to be a shareholder of the Company; the personal right cannot be restored by way of re-acquiring Company's shares. However, if one or more member(s) of the Group of the Eligible Shareholders forfeits their personal rights, the personal rights vested in the other member(s) of the Group of the Eligible Shareholders remain in force as before, as long as the members of the Group of the Eligible Shareholders hold jointly or individually such number of voting shares in the Company as will vest the percentage of votes referred to in the third sentence of Section 2.
• 4. If the General Meeting decides that the Supervisory Board will consist of five members, the Group of the Eligible Shareholders will enjoy a personal right to appoint and revoke three members of the Supervisory Board and appoint the Chairman of the Supervisory Board from among their number.
• 5. If the General Meeting decides that the Supervisory Board will consist of six or seven members, the Group of the Eligible Shareholders will enjoy a personal right to appoint and revoke four members of the Supervisory Board and appoint the Chairman of the Supervisory Board from among their number.
• 1. The remaining Supervisory Board members will be appointed and revoked by the General Meeting.
• 7. The personal rights to appoint and revoke the Supervisory Board members referred to in Sections 4 and 5 above will be exercised by way of delivering to the Company an unanimous written representation(s) of all the members of the Group of the Eligible Shareholders. In the event of members of the Group of the Eligible Shareholders being unable to submit an agreed joint representation, the personal right will not be exercised. Each member of the Group of the Eligible Shareholders will attach to the representation a certificate of deposit confirming the number of shares held by that shareholder on the date of the exercise of the personal right.
• 8. Subject to Section 9, if the Group of the Eligible Shareholders does not exercise the personal right within one month of becoming authorized to do so or if the tenure of a Supervisory Board member appointed by the Group of the Eligible Shareholders expires, the Management Board will, within three days, convene the General Meeting for a date falling no later than sixty days from the expiry date of the Supervisory Board member's term of office in order to appoint a Supervisory Board member. The Supervisory Board member appointed by the General Meeting according to the rules stipulated in the preceding sentence may be at any time revoked by the Group of the Eligible Shareholders and the Group of the Eligible Shareholders may appoint another person instead.
• 9. In the event of the need to appoint Supervisory Board members in connection with the expiry of the tenures of Supervisory Board members appointed by the Group of the Eligible Shareholders as a result of the approval of the financial statements for the last full financial year of the incumbency of the Supervisory Board members, the representation referred to in Section 7 above must be delivered to the Company no later than seven days ahead of the date of the Annual General Meeting, at which it is planned to approve the financial statements for the last full financial year of the incumbency of Supervisory Board members. This representation will take effect upon the expiry of the tenures of the current Supervisory Board members. The representation may alternatively indicate the names of the three or four Supervisory Board members being appointed, depending on the number of all Supervisory Board members determined by the Annual General Meeting during which the tenures of the current Supervisory Board members expired.
• 1. If the Group of the Eligible Shareholders does not exercise the right referred to in Section 9, the Supervisory Board members will be appointed by the Annual General Meeting. The provisions of the second sentence of Section 8 apply mutatis mutandis.
• 1. In the event of the expiry of the personal rights referred to in Sections 4 and 5, the right to appoint and revoke a Supervisory Board member will be vested in the General Meeting. The General Meeting may also revoke a Supervisory Board member appointed as a result of the exercise of a personal right that has expired.

§ 17.

• 1. 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, at least two Supervisory Board members should be independent members meeting the criteria of independence defined in Article 129 Section 3 of said Act ("Independent Supervisory Board Members"). Failure to meet the requirement set out in the first sentence (e.g., in the form of failure to appoint Supervisory Board members meeting the independence criteria, the loss of the status of an independent Supervisory Board member during their tenure or the expiry of the tenure of such Supervisory Board member) will not cause the Supervisory Board to lose the status of the Company's corporate body or constitute an obstacle to valid resolutions being passed by it.
• 1. If the Management Board receives a statement from an Independent Supervisory Board Member that he or she no longer satisfies the independence criteria as

set out in Section 1 above, or obtains such knowledge from another source, the Management Board will, within two weeks of the receipt of such statement or obtaining such knowledge, convene an extraordinary General Meeting in order to appoint a new Independent Supervisory Board Member.

§ 18.

• 1. 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 three members, including at least one member appointed by the Group of the Eligible Shareholders. A majority of the audit committee members should meet the independence criteria referred to in § 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 § 17 Section 1 of these Articles of Association will apply.
• 1. The duties of the audit committee include in particular:
  2. 1) monitoring the financial reporting process, the efficiency of internal control and risk management systems and internal audit, including in respect of financial reporting and performance of financial auditing,
  3. 2) controlling and monitoring the independence of the statutory auditor and the audit company,
  4. 3) informing the Supervisory Board on the audit results and explaining in what way the audit contributed to the accuracy of financial reporting in the Company, as well as what role the auditing committee played in the auditing process,
  5. 4) assessing the independence of the statutory auditor and consenting to the provision by him/her of permitted services other than the Company's audit,
  6. 5) devising the policy of selection of an audit company to audit the Company's financial statements,
  7. 6) determining the procedure for selection of an audit company by a public interest entity,
  8. 7) issuing recommendations aimed at ensuring the integrity of financial reporting in the Company.
• 1. The Supervisory Board may also appoint other committees, specifically, a nomination and remuneration committee. The detailed duties and rules of the appointment and operation of the committees are stated in the Supervisory Board Rules.

§ 19.

1. Supervisory Board members are entitled to the remuneration specified in a General Meeting Resolution.

2. Supervisory Board members are entitled to the reimbursement of costs related to participation in the work of the Supervisory Board.

§ 20.

• 1. For the resolutions of the Supervisory Board to be valid, it is required that all the members of the Supervisory Board are invited to the meeting, and at least half of them attend the Supervisory Board meeting at which such resolutions are to be adopted.
• 1. Resolutions of the Supervisory Board are passed by an absolute majority of votes. In the event of a tied vote, the Chairman of the Supervisory Board has the casting vote.
• 1. Members of the Supervisory Board may participate in the adoption of resolutions of the Supervisory Board by casting their vote in writing through the intermediation of another member of the Supervisory Board. Votes may not be cast in writing with respect to any matters that have been placed on the agenda during the Supervisory Board meeting.
• 1. Resolutions of the Supervisory Board may be adopted in writing or with the use of means of direct long-distance communication.

§ 21.

• 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 two 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 or by the Group of the Eligible Shareholders. Nonetheless, the General Meeting or the Group of the Eligible Shareholders may approve the co-opted member of the Supervisory Board.
• 1. 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.
• 1. The Supervisory Board, in the composition supplemented with the co-opted members, will immediately convene a General Meeting in order to approve the co-opted member or elect his/her successor or will request the Group of the Eligible Shareholders to deliver a representation on its approval of the co-opted member or the appointment of his/her successor in accordance with Section 1 above. 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 or of addressing the request to the Group of the Eligible Shareholders, the term of office of the co-opted Supervisory Board member will continue on general terms. The General Meeting and the Group of the Eligible Shareholders retain the right to revoke the co-opted Supervisory Board member.

VIII. THE COMPANY'S ACCOUNTING

§ 22.

• 1. The Company's financial year is a calendar year.
• 1. The Company's Management Board is obliged, within three months of the end of a financial year, to prepare the financial statements for the given financial year and a detailed report on the Company's operations in that period, and then, within six months of the end of a financial year, submit them to the General Meeting for approval.

§ 23.

• 1. The General Meeting may establish capital and supplementary reserves as well as special purpose funds.
• 1. The Management Board of the Company is authorized to pay, with the Supervisory Board's consent, interim dividends on account of expected dividends for a given financial year.

§ 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.

In the open vote on the resolution, 27 618 454 valid votes were cast from 27 618 454 shares representing 76.85% of share capital, of which 27 618 454 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 7/11/2024 of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") dated November 13th, 2024

on the adoption of the amended "Remuneration policy for members of the Management Board and the Supervisory Board of PCF Group S.A. with its registered office in Warsaw"

The Extraordinary General Meeting, acting pursuant to Article 90d Section 1 and Article 90e Section 4 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies, as well as with reference to Section 4 in Chapter X of "Remuneration policy for members of the Management Board and the Supervisory Board of PCF Group S.A. with its registered office in Warsaw" adopted by Resolution No. 13 of the Annual General Meeting of the Company dated 23 September 2020, hereby resolves as follows:

The Extraordinary General Meeting hereby adopts the amended "Remuneration policy for members of the Management Board and the Supervisory Board of PCF Group S.A. with its registered office in Warsaw" as set out in the attachment to this resolution.

§ 2

This resolution shall become effective as of its date.

Attachment to Resolution No. 7/11/2024 of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") dated November 13th, 2024 on the adoption of the amended "Remuneration policy for members of the Management Board and the Supervisory Board of PCF Group S.A. with its registered office in Warsaw"

REMUNERATION POLICY FOR MEMBERS OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD OF PCF GROUP S.A. WITH ITS REGISTERED OFFICE IN WARSAW

I. GENERAL PROVISIONS

• 1. Pursuant to Article 90d Section 1 and Article 90e Section 4 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies, the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw adopts this Remuneration Policy.
• 1. The following changes have been made to this Remuneration Policy compared to the previous Remuneration Policy:
  2. (a) the purpose of the Remuneration Policy has been aligned with the Company's updated business strategy, which does not specify the Company's short- and long-term objectives (Chapter II, Section 2(a));
  3. (b) the rules for remuneration of members of the Supervisory Board were clarified by including the possibility to determine additional remuneration for participation in meetings of the Supervisory Board and meetings of committees of the Supervisory Board (Chapter VII, Section 2 and 4);
  4. (c) the timing of the entry into force of this Remuneration Policy and the expiry of the previous Remuneration Policy was determined (Chapter XIII, Section 1).

In addition, amendments of an editorial nature were made to improve the clarity of the text of the Remuneration Policy.

1. Remuneration Reports prepared on the basis of the previous Remuneration Policy were subject to discussion by the General Meeting in accordance with Article 90g Section 7 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies, the results of which did not need to be included in this Remuneration Policy.

2. 1. For the purposes of this Remuneration Policy:
3. Group means the group of companies for which the Company is the dominant entity within the meaning of the Accounting Act of 29 September 1994;
4. Commercial Companies Code means the Act of 15 September 2000 – Commercial Companies Code;
5. Remuneration Policy means remuneration policy for members of the Management Board and the Supervisory Board of PCF Group S.A. with its registered office in Warsaw;
6. Supervisory Board means the supervisory board of PCF Group S.A. with its registered office in Warsaw;
7. Company means PCF Group S.A. with its registered office in Warsaw;
8. Subsidiary means any entity controlled by the Company within the meaning of the Accounting Act of 29 September 1994;
9. Remuneration Report means a remuneration report covering a summary of remunerations paid or due to individual members of the Management Board and the Supervisory Board in the last financial year.
10. Articles means the Company's articles of association;
11. of Association
12. Act means the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to an Organized Trading and on Public Companies;
13. General Meeting means an ordinary or extraordinary general meeting of shareholders of the Company;
14. Management Board means the management board of PCF Group S.A. with its registered office in Warsaw.

II. OBJECTIVES OF THIS REMUNERATION POLICY

• 1. This Remuneration Policy sets out the principles of remunerating members of the Management Board and the Supervisory Board.
• 1. The objective of this Remuneration Policy is in particular to:
  2. (a) implement the Company's business strategy and ensure the Company's stability;
• (b) ensure a consistent and incentivizing system of remunerating members of the Management Board, adequate to their experience, competence and responsibilities, which will ensure their lasting relationship with the Company and full commitment in the performance of their functions in the Company;
• (c) properly incentivize and encourage the involvement of members of the Management Board and the Supervisory Board in the long-term development of the Company and the Group;
• (d) prevent the occurrence of the conflicts of interest.
• 1. When determining the remuneration of the Management Board and the Supervisory Board members, the following objective criteria are considered in particular:
  2. (a) the scope of duties assigned to the relevant position, the required experience and competence;
  3. (b) market standards regarding the level of remuneration for a specific position in the gaming industry.
• 1. The pay and working conditions of the Company's employees other than the members of the Management Board and the Supervisory Board were considered in the process of establishing this Remuneration Policy. The said conditions were reviewed in particular to ensure that the level of remuneration of members of the Management Board and the Supervisory Board is adequate to the level of their responsibilities, competence and contribution to the implementation of the business strategy of the Company and the Group and that is takes into account the financial condition of the Company and the Group, considering the need to ensure the highest competence and experience of persons who are members of the Management Board and members of the Supervisory Board, and an increased level of risk related to the performance of their functions.
• 1. The Company pays remuneration to members of the Management Board and the Supervisory Board exclusively in accordance with this Remuneration Policy. Without prejudice to the Remuneration Policy, members of the Management Board and the Supervisory Board are also subject to provisions of the contracts entered between them and the Company or the Group companies, as well as resolutions of the Company's corporate bodies governing the terms of their remuneration.

III. LEGAL BASIS FOR REMUNERATION OF MEMBERS OF THE MANAGEMENT BOARD

1. The legal basis for remuneration of members of the Management Board is the legal relationship between the Company and a member of the Management Board. Members of the Management Board may perform their duties under the following legal relationships:

2. (a) appointment to the position of a member of the Management Board for the time of performing the function of a member of the Management Board (appointment);

3. (b) employment relationship under an employment contract (employment contract);
4. (c) commissioning the Company management services under a civil law contract (managerial contract).
5. 1. The legal basis and detailed content of the contracts or appointment of members of the Management Board is determined by way of a resolution of the Supervisory Board. The Supervisory Board may define different legal basis and different terms of engagement for individual members of the Management Board.
6. 1. Members of the Management Board may additionally perform work or other services to the Company or the Group companies under employment contracts or civil law contracts concluded by them individually, or as part of their business activity, provided that the scope of such contracts does not overlap or interfere with the tasks performed in their capacity as members of the Management Board. Contracts under which a member of the Management Board provides services other than those related to his/her managerial function in the Company or other Group companies are concluded at arm's length.
7. 1. Contracts with Management Board members may be concluded for a definite or indefinite term. The civil law contract currently in place between the Company and the President of the Management Board was concluded for an indefinite term.
8. 1. Contracts concluded with members of the Management Board may be terminated by the Company or a member of the Management Board with a notice period of up to three months. However, other notice period, not exceeding 12 months, may also be applied. In cases defined by labor law regulations (with respect to employment contracts) or in cases enumerated in the contracts concluded with members of the Management Board, or resulting from civil law regulations (with respect to civil law contracts), the Company has the right to terminate the contract with immediate effect. Important reasons authorizing the Company to terminate without notice the civil law contract between the Company and the President of the Management Board include in particular:
   2. (a) a gross infringement of duties contemplated in the contract if it results in the Company or its subsidiary suffering damage and such damage is not remedied in the prescribed period;
   3. (b) an infringement of business secret as a result of willful misconduct;
   4. (c) a significant breach of law confirmed in a final and binding court judgment or a final administrative decision to the extent that such a breach affected the proper performance of the contract.
9. 1. A Company's delay in payment of the remuneration by more than 30 days is deemed to be an important reason that authorizes the President of the Management Board to terminate the civil law contract with the Company without notice.
10. 1. When determining the remuneration of a member of the Management Board under his/her employment contract, for the provision of services or performance of his/her functions, all his/her remunerations under all legal titles obtained in the Company and the Group are taken into account.
11. 1. Members of the Management Board may be bound by non-compete agreements under which a member of the Management Board is required to refrain from competing with the Company or the Group for a period up to 12 months following the termination of the legal relationship between the member of the Management Board and the Company (or the Group companies).

IV. REMUNERATION OF THE MANAGEMENT BOARD MEMBERS

• 1. Remuneration of members of the Management Board for performing their functions in the Management Board is made up of the following components:
  2. (a) fixed remuneration the monthly cash remuneration for performing the function in the Management Board, awarded regardless of the criteria related to the financial or non-financial results;
  3. (b) variable remuneration in the form of a bonus ("Variable Remuneration");
  4. (c) other cash and non-cash additional benefits.
• 1. Members of the Management Board may receive additional remuneration in connection with being in an employment or civil law relationship with the Company or a Group company under which they perform work or services to the Company or a Group company not related to the performance of the managerial functions. Remuneration may consist of a fixed component, variable component and additional cash and non-cash benefits. In that case the fixed remuneration is determined as the product of a fixed hourly rate and the number of hours of work or services performed by the Management Board member in the given month for the Company or the Group.
• 1. Management Board members may receive fixed remuneration for performing their function in the management board of a Subsidiary, including the Subsidiary with its registered office outside Poland. Such remuneration may be paid on the basis of legal titles referred to in Chapter III of the Remuneration Policy. As at the date of adoption of this Remuneration Policy, the President of the Management Board receives remuneration from a Subsidiary in which he performs the managerial function under an employment contract.
• 1. The Supervisory Board is authorized to determine the rules of granting the Variable Remuneration, as well as other cash and non-cash benefits that may be awarded to the Management Board members in accordance with the Remuneration Policy, to the extent that is necessary to award and pay them and

to the extent to which these issues are not governed by and are contrary to the Remuneration Policy. The Supervisory Board is in particular authorized to determine the type, amount and method of payment of the fixed remuneration, variable remuneration and other cash and non-cash benefits received by each member of the Management Board.

1. If a Management Board member signed a non-compete agreement covering the period following the termination of his/her membership in the Management Board, such member of the Management Board may be awarded respective compensation in an amount determined by the Supervisory Board.

V. RULES FOR AWARDING REMUNERATION TO THE MANAGEMENT BOARD MEMBERS

• 1. The Supervisory Board determines the remuneration of a Management Board member following negotiations with the Management Board member.
• 1. All benefits to Management Board members are granted by the Supervisory Board by way of a resolution.
• 1. The amount of the Variable Remuneration due to a Management Board member depends on his/her performance measured against goals set by the Supervisory Board and verified annually by the Supervisory Board. The goals may include in particular:
  2. (a) the Company achieving a particular level of a net profit;
  3. (b) a specific price of the Company's shares listed on the regulated market of the Warsaw Stock Exchange or achieving a particular net profit per share ration;
  4. (c) achieving individual goals by the Management Board member depending on his/her function in the Company;
  5. (d) implementation of the Company's strategy;
  6. (e) achieving particular quality metrics for the Company's games.
• 1. As part of the authorization referred to in Chapter IV Section 4, the Supervisory Board may set detailed terms of awarding and paying the Variable Remuneration, including goals for the Management Board members, based on exemplary objectives specified in Section 3 above, as well as other objectives which according to the Supervisory Board will contribute to the implementation of the business strategy, long-term interests and stability of the Company.
• 1. The Variable Remuneration for a given year is paid to a given member of the Management Board after the financial statements for the same year have been prepared and audited.
• 1. The total amount of Variable Remuneration components (excluding stock-based incentive programs) of the given Management Board member must not exceed

five times the total of the fixed remuneration components he/she receives from the Company and the Subsidiaries.

• 1. The proportion of the remuneration components referred to in the preceding section is calculated by comparing the amount of the Variable Remuneration that may be awarded for the given year to the total of all components of the fixed remuneration paid in the given year, including the remuneration for the provision of services other than the management services. When making calculations the Supervisory Board may neglect certain benefits if their cash value is negligible. It concerns in particular additional benefits.
• 1. The rules of granting the Variable Remuneration do not provide for deferral periods or return of Variable Remuneration once paid.
• 1. In special circumstances pertaining to a Management Board member and his/her involvement in the Company's affairs or the Company itself, an additional single cash award may be granted to a member of the Management Board. As part of the authorization referred to in Chapter IV Section 4, the Supervisory Board may set additional circumstances authorizing a Management Board member to receive an additional cash award.
• 1. Management Board members are entitled to non-cash benefits financed by the Company, including in particular:
  2. (a) the right to a family medical package;
  3. (b) the right to use a company phone or computer (laptop);
  4. (c) directors' and officers' liability insurance (D&O liability insurance).
• 1. The Company reimburses Management Board members for the necessary expenses incurred in performing their duties in their capacity as members of the Management Board or under the contract concluded with the Company.
• 1. Management Board members may also be awarded other non-cash benefits in accordance with the rules adopted at the Company. A detailed scope and rules applicable to non-cash benefits due to Management Board members are specified in detail in a contract concluded with a Management Board member or in a resolution of the Supervisory Board.
• 1. Management Board members may be covered by an employee capital plan in accordance with the rules set out in the Act of 4 October 2018 on Employee Capital Plans.
• 1. No pension plans or early retirement plans apply to members of the Management Board.

VI. LEGAL BASIS FOR REMUNERATION OF MEMBERS OF THE SUPERVISORY BOARD

• 1. Each member of the Supervisory Board performs his/her function under an appointment by a resolution of the General Meeting. The Company does not conclude employment contracts, contracts of mandate, task-specific contracts or other similar contracts with members of the Supervisory Board in respect of their membership in the Supervisory Board.
• 1. Members of the Supervisory Board may be revoked at any time, in accordance with applicable laws, and they are not entitled to any benefits in this respect.
• 1. Members of the Supervisory Board may additionally render services to the Company or the Group companies under civil law contracts concluded by them individually or as part of their business activity, provided that the scope of such contracts does not overlap or interfere with the tasks performed in their capacity as members of the Supervisory Board. Contracts under which a member of the Supervisory Board provides services other than those related to his/her function in the Company or other Group companies are concluded at arm's length.

VII. REMUNERATION OF THE SUPERVISORY BOARD MEMBERS

• 1. Remuneration of members of the Supervisory Board is made up of a basic monthly salary for performing the function in the Supervisory Board which is determined by way of a resolution of the General Meeting. Members of the Supervisory Board are entitled to the monthly salary referred to in the preceding sentence regardless of the number of meetings of the Supervisory Board.
• 1. Irrespective of the monthly salary referred to in Section 1 above, members of the Supervisory Board may be entitled to additional remuneration for attending meetings of the Supervisory Board, which shall be determined by resolution of the General Meeting.
• 1. Members of the Supervisory Board appointed to a committee of the Supervisory Board (e.g. the Audit Committee) are entitled to an additional monthly remuneration for the performance of the function in such committee. The remuneration is determined by way of a resolution of the General Meeting.
• 1. Irrespective of the additional monthly remuneration referred to in Section 3 above, members of the Supervisory Board appointed to a committee of the Supervisory Board may be entitled to additional remuneration for attending meetings of a committee of the Supervisory Board, which shall be determined by resolution of the General Meeting.
• 1. If a member of the Supervisory Board performs his/her function for part of a calendar month, his/her remuneration referred to in Section 1 and Section 3 above is calculated pro rata to the number of days for which such function was performed in a given month.
• 1. Members of the Supervisory Board are entitled to an additional non-cash benefit in the form of directors' and officers' liability insurance (D&O liability insurance).

• No pension plans or early retirement plans apply to members of the Supervisory Board.

VIII. STOCK-BASED INCENTIVE PLANS

• 1. As of the date of adoption of this Remuneration Policy, no remuneration is granted by the Company to members of the Management Board or Supervisory Board in the form of financial instruments.
• 1. In the future the Company may adopt incentive plans for all or some members of the Management Board, which will be based on financial instruments (for example, subscription warrants or shares of the Company). If required by the applicable provisions of law, the incentive plans based on financial instruments will be adopted by the General Meeting in a separate resolution. If such plans are adopted, the Remuneration Policy will specify the vesting periods for such instruments, the principles of their disposal and will describe the manner in which the granting of remuneration in the form of financial instruments will contribute to the achievement of the objectives referred to in Chapter II Section 2.

IX. CONFLICT OF INTEREST

• 1. The purpose of this Remuneration Policy is to ensure that potential conflicts of interest associated with remuneration of the members of the Management Board and the Supervisory Board are identified, mitigated and managed.
• 1. In order to mitigate the conflicts of interest, the Remuneration Policy provides for the division of competencies between relevant bodies of the Company (Management Board, Supervisory Board, General Meeting) with respect to the issues it regulates, including those that involve its adoption, implementation and review, as well as its evaluation and temporary derogation.
• 1. If a member of the Management Board or a member of the Supervisory Board identifies a likelihood of a conflict of interest with respect to the issues governed by the Remuneration Policy, he/she will submit his/her comments to the Chairman of the Supervisory Board to decide on the further course of action. In the case of a potential conflict of the Chairman of the Supervisory Board, the Chairman of the Supervisory Board will submit comments to the entire Supervisory Board.
• 1. Notwithstanding the above, members of the Management Board are required to comply with the requirements of Article 377 of the Commercial Companies Code on potential conflicts of interest.

X. RULES OF IMPLEMENTATION AND APPLICATION OF THE REMUNERATION POLICY AND ITS REVIEW

1. This Remuneration Policy is the second Remuneration Policy referred to in the Act.

2. 1. The Remuneration Policy was developed by the Management Board, with the support from the Company's HR and Legal Departments. In the process of establishing the Remuneration Policy the market practice applied in the gaming industry as of date of drafting the Remuneration Policy, as well as the current Company practice were taken into account. The Remuneration Policy was adopted by the General Meeting.
3. 1. To the extent defined by the provisions of law, the Supervisory Board is required to implement the Remuneration Policy with respect to the Management Board members and to adopt the relevant resolutions in this regard.
4. 1. The Remuneration Policy is reviewed in detail by the General Meeting at least every four years, which is confirmed by the relevant resolution of the General Meeting. Prior to a review, the Supervisory Board prepares a recommendation for the General Meeting, in the form of a resolution, regarding amendments, if any, that should be introduced to the Remuneration Policy. The General Meeting may decide to review the Remuneration Policy more frequently than every four years.
5. 1. Subject to the provisions of Chapter XII, all significant amendments to the Remuneration Policy need to be approved by the General Meeting by way of a resolution.

XI. REMUNERATION REPORT

• 1. The Supervisory Board is required to draw up an annual Remuneration Report providing a comprehensive overview of the remuneration, including all benefits, regardless of their form, received by individual members of the Management Board and the Supervisory Board in the recent financial year, in accordance with the Remuneration Policy.
• 1. Members of the Supervisory Board are responsible for the information contained in the Remuneration Report. For the purposes of preparing the Remuneration Report, the Supervisory Board is entitled to request members of the Management Board, as well the Company financial and HR department for providing information on the remuneration received by the Management Board members from the Company. The Remuneration Report is subject to the auditor's assessment.

XII. DEROGATION FROM THE REMUNERATION POLICY

• 1. If it is necessary to pursue its long-term interests and financial stability or to ensure its profitability, the Company may temporarily derogate from adhering to the Remuneration Policy entirely or partly.
• 1. A temporary derogation from the Remuneration Policy may in particular be caused by matters involving the implementation of the Company strategy or actions which, if not taken, might adversely affect the performance of the Company obligations.
• 1. A decision to derogate from the Remuneration Policy is taken by the Supervisory Board in the form of a resolution.
• 1. A temporary derogation from the Remuneration Policy may be requested by the Management Board which should specify the reasons and provide a justification for such a temporary derogation.
• 1. The Supervisory Board's resolution on temporary derogation should specify in particular:
  2. (a) the period for which the derogation is applied;
  3. (b) the derogated elements of the Remuneration Policy;
  4. (c) the reasons and justification for such derogation.

XIII. MISCELLANEOUS

• 1. This Remuneration Policy enters into force as of the date of its adoption by the General Meeting and, at that time, the previous Remuneration Policy adopted by Resolution No. 13 of the Annual General Meeting of the Company dated 23 September 2020 shall cease to have effect.
• 1. The Remuneration Policy and a resolution of the General Meeting regarding the adoption of the Remuneration Policy together with the date of its adoption and the results of the voting will be published on the Company's website immediately, no later than 7 days form its effective date.

In the open vote on the resolution, 27 618 454 valid votes were cast from 27 618 454 shares representing 76.85% of share capital, of which 25 249 381 votes "for", 2 369 073 votes "against" and 0 votes "abstained".