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PCF Group S.A.

Capital/Financing Update Oct 12, 2023

5756_rns_2023-10-12_43c92873-938c-4ae8-b409-ae4d118be098.html

Capital/Financing Update

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Signing by PCF Group S.A. of credit facility agreements and relatedsecurity documentsIn relation to the current report No. 18/2023dated 31 May 2023 regarding the commencement of negotiations by PCFGroup S.A. with its registered office in Warsaw (the "Company") on theconclusion of a credit facility agreement with Bank Polska Kasa OpiekiS.A. (the "Bank"), the Company's Management Board hereby informs that on12 October 2023 the Company as a borrower and the Bank as a lender havesigned: (i) a revolving credit facility agreement in the maximum amountof PLN 30,000,000.00, and (ii) a revolving credit facility agreement inthe maximum amount of EUR 4,426,444.00, (jointly "Credit Agreements"),with the purpose of financing costs related to the production of gamesin the work-for-hire model (jointly, "Credit Facilities").

The proposed period of use of the Credit Facilities, as well as thefinal repayment date, equal to 3 years from the date of signing theCredit Agreements.

Credit Facilities' interest rate for each interest period is the annualrate, which is the sum of the agreed fixed margin and the variable WIBORbase rate. The set-up fee for making the Credit Facilities available aswell as the commission for issuing the guarantees by Bank GospodarstwaKrajowego, was determined on market terms typical for this type offinancial instruments.

To secure the Bank's receivables under Credit Agreements, collateralwith equal priority will be established, which will include, amongothers: (1) financial and registered pledges on all shares held by theCompany in the share capital of Incuvo S.A. with its seat in Katowice,(2) financial and registered pledges on the Company's bank accountsmaintained by the Bank, (3) declarations submitted in accordance withArt. 777 of the Polish Code of Civil Procedure, on the basis of whichthe Company will submit to enforcement as to the obligation to pay allreceivables under the Credit Agreements to the Bank up to a maximumamount of 150% of the amounts of the Credit Facilities, (4) guaranteesissued by Bank Gospodarstwa Krajowego up to a maximum amount of 80% ofthe amounts of the Credit Facilities, which guarantees will be securedby in blanco bills of exchange together with bill of exchangedeclarations issued by the Company to Bank Gospodarstwa Krajowego.

The availability of the Credit Facilities is subject to the fulfillmentof standard conditions precedent in transactions of this type. CreditAgreement also include certain information obligations of the Company tothe Bank after the disbursement of the Credit Facilities, which are alsostandard for such transactions.

The Credit Agreements also provide for a standard scope of covenants,e.g. restrictions on changes in the core business or the conditions forincurring new financial debt. In the event of breaches of the CreditAgreements, the Bank is entitled to the standard scope of remedies,including, among others, a right to terminate the agreement or withholdfinancing.

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