PCF Group S.A.

Share Issue/Capital Change • Aug 18, 2023

Execution of agreements to acquire series G shares in PCF Group S.A.THISCURRENT REPORT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FORPUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLYOR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHERJURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BEUNLAWFUL.

FURTHER, THIS CURRENT REPORT IS FOR INFORMATION PURPOSES ONLY AND IS NOTAN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS CURRENT REPORT.

With reference to the current reports No. 3/2023 of 31 January 2023, No.17/2023 of 29 May 2023, No. 36/2023 of 7 August 2023, No. 38/2023 of 9August 2023 and No. 39/2023 of 10 August 2023 the Management Board ofPCF Group S.A. with its registered office in Warsaw (the "Issuer")announces that the Issuer executed agreements with investors to acquire2,510,904 (two million five hundred and ten thousand nine hundred andfour) series G ordinary bearer shares ("Series G Shares"). The requiredcash contributions for all Series G Shares were made in full.

IMPORTANT NOTICES

This current report was prepared in accordance with Article 17 Section 1of the Regulation No 596/2014 of the European Parliament and of theCouncil of 16 April 2014 on market abuse (market abuse regulation) andrepealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and2004/72/EC and Article 56 Section 1 Item 2 of the Act of 29 July 2005 onPublic Offerings, the Conditions for Introducing Financial Instrumentsto an Organized Trading System, and Public Companies.

This current report is solely for information purposes and is publishedby the Company exclusively in order to provide essential information onthe terms of offering for its shares. This current report is by no meansintended, whether directly or indirectly, to promote the offering,subscription or purchase of the shares of the Company referred to inthis current report (the "New Shares") and does not representadvertisement or promotional material prepared or published by theCompany for the purpose of promoting the New Shares or theirsubscription, purchase or offering or for the purpose of encouraging aninvestor, whether directly or indirectly, to acquire or subscribe forthe New Shares. The Company has not published and has no intention ofpublishing any materials aimed at promoting the New Shares or theirsubscription or purchase after the date of this current report.

This current report and the information contained in it is not forpublication, release, transmission, distribution or forwarding, in wholeor in part, directly or indirectly, in or into the United States,Australia, Canada, Japan or South Africa or any other jurisdiction inwhich publication, release or distribution would be unlawful. Thiscurrent report is for information purposes only and does not constitutean offer to sell or issue, or the solicitation of an offer to buy,acquire or subscribe for shares in the capital of the Company in theUnited States, Australia, Canada, Japan or South Africa or any otherstate or jurisdiction. This current report has not been approved by anysupervising authority or stock exchange. Any failure to comply withthese restrictions may constitute a violation of the securities laws ofsuch jurisdictions.

The New Shares have not been and will not be registered under the U.S.Securities Act of 1933, as amended (the "Securities Act") or with anysecurities regulatory authority of any state or other jurisdiction ofthe United States and may not be offered, sold, pledged, taken up,resold, transferred or delivered, directly or indirectly, in or into theUnited States absent registration under the Securities Act, exceptpursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act and in compliance withany applicable securities laws of any state or other jurisdiction of theUnited States. The New Shares have not been approved, disapproved orrecommended by the U.S. Securities and Exchange Commission, any statesecurities commission in the United States or any other U.S. regulatoryauthority, nor have any of the foregoing authorities passed upon orendorsed the merits of the offering of the New Shares. Subject tocertain exceptions, the securities referred to herein may not be offeredor sold in the United States, Australia, Canada, Japan, South Africa orto, or for the account or benefit of, any national, resident or citizenof the United States, Australia, Canada, Japan, the Republic of SouthAfrica.

No public offering of the New Shares is being made in the United Statesor United Kingdom. All offers of the New Shares will be made pursuant toan exemption under the Prospectus Regulation (EU) 2017/1129, as amendedfrom time to time (including any relevant implementing measure in anymember state and in the United Kingdom, the "Prospectus Regulation"),from the requirement to produce a prospectus. The New Shares may only beoffered and sold outside the territory of the United States of Americain offshore transactions as defined in and pursuant to the provisions ofRegulation S under the US Securities Act of 1933, as amended and/orunder other exemption(s) from registration requirements in the UnitedStates of America or other relevant jurisdiction(s). This current reportis being distributed to persons in the United Kingdom only incircumstances in which section 21(1) of the Financial Services andMarkets Act 2000, as amended does not apply.

No prospectus will be made available in connection with the matterscontained in this current report and no such prospectus is required (inaccordance with the Prospectus Regulation) to be published. This currentreport and the terms and conditions set out herein are for informationpurposes only and are directed only at persons who are: (a) persons inMember States of the European Economic Area who are qualified investors(within the meaning of article 2(e) of the Prospectus Regulation("Qualified Investors"); and (b) in the United Kingdom, QualifiedInvestors who are persons who (i) have professional experience inmatters relating to investments falling within the definition of"investment professionals" in article 19(5) of the Financial Servicesand Markets Act 2000 (Financial Promotion) Order 2005, as amended (the"Order"); (ii) are persons falling within article 49(2)(a) to (d) ("highnet worth companies, unincorporated associations, etc.") of the Order;or (iii) are persons to whom it may otherwise be lawfully communicated;or (c) qualified institutional buyers in the United States of America asdefined in Rule 144A under the U.S. Securities Act of 1933, as amended(all such persons together being referred to as "relevant persons").This current report and the terms and conditions set out herein must notbe acted on or relied on by persons who are not relevant persons.Persons distributing this current report must satisfy themselves that itis lawful to do so. Any investment or investment activity to which thiscurrent report and the terms and conditions set out herein relates isavailable only to relevant persons and will be engaged in only withrelevant persons.

This current report has been issued by, and is the sole responsibilityof, the Company. No representation or warranty, express or implied, isor will be made as to, or in relation to, and no responsibility orliability is or will be accepted by the Managers of the offering of theNew Shares (the "Managers"), or by any of their or their respectiveaffiliates or agents as to or in relation to, the accuracy orcompleteness of this current report or any other written or oralinformation made available to or publicly available to any interestedparty or its advisers, and any liability therefore is expresslydisclaimed.

Each of the Managers is acting solely for the Company and no one else inconnection with the offering, subscription and/or sale of the New Sharesand will not be responsible to anyone other than the Company forproviding the protections afforded to their respective clients nor forproviding advice in relation to the offering, subscription and/orpurchase of the New Shares and/or any other matter referred to in thiscurrent report. Apart from the responsibilities and liabilities, if any,which may be imposed on the Managers by the applicable regulatoryregime, none of the Managers nor any of their respective affiliatesaccepts any responsibility whatsoever for the contents of theinformation contained in this current report or for any other statementmade or purported to be made by or on behalf of the Managers or any oftheir respective affiliates in connection with the Company, the NewShares or their offering, subscription and/or sale. The Managers andeach of their respective affiliates accordingly disclaim all and anyresponsibility and liability whatsoever, whether arising in tort,contract or otherwise (save as referred to above) in respect of anystatements or other information contained in this current report and norepresentation or warranty, express or implied, is made by the Managersor any of their respective affiliates as to the accuracy, completenessor sufficiency of the information contained in this current report. TheManagers may participate in the Offering on commercial terms.

The distribution of this current report and/or the offering,subscription and/or sale of the New Shares in certain jurisdictions maybe restricted by law. No action has been taken by the Company, theManagers or any of their respective affiliates that would, or which isintended to, permit an offering of the New Shares in any jurisdiction orresult in the possession or distribution of this current report or anyother offering or publicity material relating to the New Shares in anyjurisdiction where action for that purpose is required.

Persons distributing any part of this current report must satisfythemselves that it is lawful to do so. Persons (including, withoutlimitation, nominees and trustees) who have a contractual or other legalobligation to forward a copy of this current report should seekappropriate advice before taking any such action. Persons into whosepossession this current report comes are required by the Company and theManagers to inform themselves about, and to observe, such restrictions.

This current report contains (or may contain) certain forward-lookingstatements with respect to certain of the Company's current expectationsand projections about future events. These statements, which sometimesuse words such as "aim", "anticipate", "believe", "intend", "plan","estimate", "expect" and words of similar meaning, reflect the Company'sManagement Board's beliefs and expectations and involve a number ofrisks, uncertainties and assumptions which may occur in the future, arebeyond the Company's control and could cause actual results andperformance to differ materially from any expected future results orperformance expressed or implied by the forward-looking statement.Statements contained in this current report regarding past trends oractivities should not be taken as a representation that such trends oractivities will continue in the future. The information contained inthis current report is subject to change without notice and, except asrequired by applicable law, the Company does not assume anyresponsibility or obligation to update publicly or review any of theforward-looking statements contained in it, nor do they intend to. Youshould not place undue reliance on forward-looking statements, whichspeak only as of the date of this current report. No statement in thiscurrent repot is or is intended to be a profit forecast or profitestimate or to imply that the earnings of the Company for the current orfuture financial years will necessarily match or exceed the historicalor published earnings of the Company. As a result of these risks,uncertainties and assumptions, the recipient should not place unduereliance on these forward-looking statements as a prediction of actualresults or otherwise.

This current report does not identify or suggest, or purport to identifyor suggest, the risks (direct or indirect) that may be associated withan investment in the New Shares. Any investment decision to subscribefor or acquire the New Shares in the offering, subscription and/or saleof such shares must be made solely on the basis of publicly availableinformation, which has not been independently verified by the Managers.

The information in this current report may not be forwarded ordistributed to any other person and may not be reproduced in any mannerwhatsoever. Any forwarding, distribution, reproduction or disclosure ofthis information in whole or in part is unauthorized. Failure to complywith this directive may result in a violation of the Securities Act orthe applicable laws of other jurisdictions.

This current report does not constitute an invitation to underwrite,subscribe for or otherwise acquire or dispose of any securities in anyjurisdiction. This current report does not constitute a recommendationconcerning any investor's option with respect to the offering,subscription and/or purchase of the New Shares. Each investor orprospective investor should conduct his, her or its own investigation,analysis and evaluation of the business and data described in thiscurrent report and publicly available information. The price and valueof securities can go down as well as up. Past performance is not a guideto future performance.