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PCF Group S.A.

Share Issue/Capital Change Dec 17, 2020

5756_rns_2020-12-17_a357d499-4b89-4ad6-8421-33749fe88df2.html

Share Issue/Capital Change

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The Management Board of PCF Group S.A. with its registered office inWarsaw (the "Company") hereby releases information concerning theconcluded public subscription of 2,062,512 (two million sixty-twothousand five hundred and twelve) series B shares of the Company of anew issue (the "New Shares") and the public sale of 2,062,512 (twomillion sixty-two thousand five hundred and twelve) existing series Ashares of the Company (the "Sale Shares") (the New Shares and the SaleShares to be referred to hereinafter as the "Offer Share"), related tothe fact that the Company is seeking the admission and introduction totrading on the regulated market (main market) operated by the WarsawStock Exchange (the "WSE"), of all, i.e., 27,500,000 existing series Ashares of the Company (the "Series A Shares"), including the SaleShares, as well as the New Shares and 2,062,512 (two million sixty-twothousand five hundred and twelve) rights to shares regarding the NewShares. The offerors of the Sale Shares sold by public offering were allthe shareholders of the Company who held Series A Shares prior to theoffering, i.e., twenty-five shareholders of the Company.

Date of commencement and conclusion of subscription or sale:

From 26 November 2020 to 3 December 2020, subscriptions were acceptedfrom retail investors and employee-tranche investors.

From 27 November to 4 December 2020, the bookbuilding process forinstitutional investors was under way, while from 7 to 9 December 2020,subscriptions were accepted from institutional investors.

On 10 December 2020, substitute investors were placing theirsubscriptions.

The date of allocation of securities:

The allocation of the Offer Shares took place on 11 December 2020.

The number of securities subscribed for or sold:

The public subscription concerned 2,062,512 (two million sixty-twothousand five hundred and twelve) New Shares.

The public sale concerned 2,062,512 (two million sixty-two thousand fivehundred and twelve) Sale Shares.

The rate of reduction in individual tranches, if in at least one tranchethe number of securities allocated was lower than the number ofsecurities for which subscriptions were placed:

The Offer Shares were offered in three tranches: (i) the retailinvestors tranche; (ii) the employee tranche; and (iii) theinstitutional investors tranche.

Only the New Shares were offered in the retail investors and employeetranches. Institutional investors were offered both the New Shares andthe Sale Shares.

Reductions only applied to the subscriptions for the New Shares offeredin the retail investors tranche. The average reduction ratio of thesubscriptions was 98.486% (ninety-eight and 486/1000 per cent).

The subscriptions placed and fully paid by the employee-trancheinvestors were treated with preference in the allocation of the NewShares. The employee-tranche investors were allocated the New Shares inline with the subscriptions placed, which were not reduced (subject tothe maximum number of the New Shares which were possible to be acquiredby each employee-tranche investor).

The number of securities for which subscriptions were placed under thesubscription or sale scheme:

Under the public subscription for the New Shares:

retail investors placed subscriptions for a total of 40,867,021 (fortymillion eight hundred and sixty-seven thousand twenty-one) New Shares;

in the employee tranche, the investors placed subscriptions for a totalof 42,297 (forty-two thousand two hundred and ninety-seven) New Shares;and

institutional investors placed subscriptions for a total of 1,401,465(one million four hundred and one thousand four hundred and sixty-five)New Shares.

The total number of subscriptions for the New Shares in all the investortranches was 42,310,783 (forty-two million three hundred and tenthousand seven hundred and eighty-three).

Under the public sale of the Sale Shares, institutional investors placedsubscriptions for a total of 2,062,512 (two million sixty-two thousandfive hundred and twelve) Sale Shares. Retail investors andemployee-tranche investors were not eligible to place subscriptions forthe Sale Shares.

The number of securities that were allocated under the subscription orsale carried out:

Under the public subscription for the New Shares:

retail investors were allocated 618,750 (six hundred and eighteenthousand seven hundred and fifty) New Shares;

employee-tranche investors were allocated 42,297 (forty-two thousand twohundred and ninety-seven) New Shares; and

institutional investors were allocated 1,401,465 (one million fourhundred and one thousand four hundred and sixty-five) New Shares.

The total number of New Shares allocated in all investor tranches was2,062,512 (two million sixty-two thousand five hundred and twelve).

As a result of the public sale of the Sale Shares, 2,062,512 (twomillion sixty-two thousand five hundred and twelve) Sale Shares wereallocated to institutional investors. Retail investors andemployee-tranche investors were not eligible to place subscriptions forthe Sale Shares, therefore no Sale Shares were allocated to them.

The price at which the securities were acquired (purchased):

The New Shares were acquired at the following issue prices:

in the retail investor tranche at PLN 46.00 (forty-six 00/100) per NewShare;

in the employee tranche at PLN 41.40 (forty-one 40/100) per New Share;and

in the institutional investor tranche at PLN 50.00 (fifty 00/100) perNew Share.

The Sale Shares were acquired at PLN 50.00 (fifty 00/100) per Sale Share.

The number of persons who placed subscriptions for the securitiessubject to subscription or sale in individual tranches:

In the retail investor tranche, ca. 18,000 (eighteen thousand) investorssubscribed for the New Shares offered for subscription. Due to the factthat the allocation process for the New Shares was processed by means ofan IT system operated by the WSE as at the date of this current reportthe exact number of the retail investors who placed subscriptions forthe New Shares is unknown. After the Company receives and verifies anumber of retail investors who subscribed for the New Shares, it willprepare and make available to the public a separate current report onthe number of these investors.

In the employee tranche, 59 (fifty-nine) investors subscribed for theNew Shares offered for subscription.

In the institutional investor tranche, 284 (two hundred and eighty-four)investors subscribed for the Sale Shares offered for sale and 245 (twohundred and forty-five) investors subscribed for the New Shares offeredfor subscription.

The number of persons to whom securities were allocated within theframework of the subscription or sold in individual tranches:

In the retail investor tranche, the New Shares were allocated to ca.18,000 (eighteen thousand) investors within the framework of thesubscription. Due to the fact that the allocation process for the NewShares was processed by means of an IT system operated by the WSE as atthe date of this current report the exact number of the retail investorsto whom the New Shares were allocated is unknown. After the Companyreceives and verifies a number of retail investors to whom the NewShares were allocated, it will prepare and make available to the publica separate current report on the number of these investors.

In the employee, the New Shares were allocated to 59 (fifty-nine)investors within the framework of the subscription.

In the institutional investor tranche, the Sale Shares were allocated to284 (two hundred and eighty-four) within the framework of the sale andthe New Shares were allocated to 245 (two hundred and forty-five)investors within the framework of the subscription.

The name (business name) of underwriters who acquired securities underunderwriting agreements, specifying the number of securities acquired,along with the actual unit price of the securities, constituting theissue price or sale price, upon deducting the remuneration for theacquisition of one security, pursuant to the underwriting agreement, bythe underwriter:

Not applicable. The issue of the New Shares and the sale of the OfferShares did not involve any underwriting commitments.

The value of the subscription or sale performed, understood as theproduct of the number of the securities which the offer concerned andthe issue or sale price:

The value of the performed subscription of the New Shares understood asthe product of the number of the New Shares being offered and the issueprices for particular tranches amounted to PLN 100,286,250.80 (onehundred million two hundred eighty-six thousand two hundred and fifty80/100).

The value of the performed sale of the Sale Shares understood as theproduct of the number of the Sale Shares being offered and the saleprice amounted to PLN 103,125,600.00 (one hundred three million onehundred twenty-five thousand six hundred 00/100).

The aggregate amount of all costs counting towards the issue costs, withan indication of the amount of costs by each title, divided at leastinto the costs of: a) preparing and carrying out the offering, b) theunderwriters' fees, separately for each underwriter, c) the drafting ofan issue prospectus, including the fees of professional advisers, d) thepromotion of the offer - as well as the methods of settlement of thecosts in the accounts and their presentation format in the financialstatements of the issuer:

In view of the lack of the final cost settlement of the offering by therelease date of this current report, the Company will prepare and makeavailable to the public a separate current report on the final amount ofthe issue costs, including the costs by type, as well as the methods oftheir recognition in the Company's books of account and the manner oftheir presentation in the Company's financial statements after receivingand accepting all invoices from entities involved in the preparation andimplementation of the offering.

The average cost of effecting the subscription or sale per one unit ofthe security which the subscription or sale concerns:

The Company will prepare and make available to the public a separatecurrent report on the average subscription or sale costs incurred by theCompany per Offer Share after receiving and accepting all invoices fromentities involved in the preparation and implementation of the offering.

The manner of payment for the securities acquired (subscribed for):

The Offer Shares were acquired or purchased in exchange for cashcontributions.

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