Conclusion of share placement agreement, commencement of thebook-building process for a public offering by way of privatesubscription of new series G ordinary bearer shares issued by PCF GroupS.A. and conclusion of an agreement to accede to the agreement on thelimitation of disposal of shares of the CompanyTHIS CURRENTREPORT 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 and No. 36/2023 of 7 August 2023 the ManagementBoard of PCF Group S.A. with its registered office in Warsaw (the"Issuer" or the "Company") informs that on 9 August 2023, the Companyconcluded with Trigon Dom Maklerski S.A. (_quot;Trigon DM_quot;),WOOD _amp; CompanyFinancial Services, a.s. Spółka Akcyjna, Oddział w Polsce (_quot;WOOD_quot;)(collectively, the _quot;Managers_quot;) and Trigon Investment Banking Spółka zograniczoną odpowiedzialnością _amp; Wspólnicy spółka komandytowa aconditional share placement agreement (the _quot;Placement Agreement_quot;) andthat the book-building process by way of a private placement of up to2,510,904 series G ordinary bearer shares (the "New Issue Shares") (the"Offering") has commenced.

The Offering is conducted on the terms set out in Resolution No.4/08/2023 of Extraordinary General Meeting of the Company of 7 August2023 (the "Issue Resolution") and the Management Board Resolution of 9August 2023 regarding the (i) determination of the terms and conditionsfor the offering, conducting book-building process, subscription andacquisition of series G shares, (ii) approval of template ofsubscription agreement for series G shares and (iii) giving consent forthe PCF Group S.A. to conclude an agreement with Managers for thepurpose of offering and subscriptions of series G shares.

According to the Placement Agreement and the Issue Resolution,conducting the Offering and admission of New Issue Shares and, providedthat the regulatory requirements for such admission and introduction aremet, all rights to New Issue Shares (the "Rights to New Issue Shares"),to trading on the regulated market operated by the Warsaw Stock Exchange(Giełda Papierów Wartościowych w Warszawie S.A.) (the "WSE"), will notrequire the Company to publish the prospectus within the meaning of theapplicable laws or other information or offering document. In the eventof the Offering, the Issuer intends to seek their admission and, if theconditions for such admission and introduction are met, the Rights toNew Issue Shares to trading on the regulated market operated by the WSE,where the Issuer's shares issued to date are traded. In particular, theIssuer intends to seek admission of the New Issue Shares to trading onthe regulated market operated by the WSE on the basis of the exemptionfrom the obligation to publish a prospectus, which allows theapplication for the admission to trading on the regulated marketoperated by the WSE of up to 20% of the Company's shares identical tothose already admitted to trading on the same regulated market within aperiod of 12 months, referred to in Article 1 Section 5 letter (a) ofRegulation (EU) 2017/1129 of the European Parliament and of the Councilof 14 June 2017 on the prospectus to be published when securities areoffered to the public or admitted to trading on a regulated market, andrepealing Directive 2003/71/EC (the "Prospectus Regulation").

The book-building process for the New Issue Shares (the "Book Building")will commence immediately after the publication of this current reportand will be carried out under the book-building process, as described inthe _quot;Subscription rules_quot; attached to this current report.

Pursuant to the Issue Resolution, the Offering will be addressed only tothose investors who receive invitations from the Managers to participatein the Offering - in particular to participate in the Book Building, andwho comply with the following conditions (i) are qualified investorswithin the meaning of Article 1 Section 4 letter a) of the ProspectusRegulation, or (ii) commit to acquire Offer Shares with the aggregatevalue at least equivalent to EUR 100,000 (one hundred thousand euro) perinvestor, as referred to in Article 1 Section 4 letter d) of theProspectus Regulation, including the investors who (a) were shareholdersof the Company as of the end of the day of adoption of the IssueResolution, i.e. 7 August 2023 (the "Preference Date") and held Companyshares giving the right to not less than 0.25% of the total number ofvotes at the Company's General Meeting; and (b) will corroborate thefact of holding, as at the end of day on the Preference Date, Companyshares carrying no less than 0.25% of the total number of votes at theCompany's General Meeting, during the process intended to solicitprospective subscribers for New Issue Shares (including in particularduring the Book Building), by submitting a certificate or certificatesconfirming their ownership of Company shares and their number, issued bythe investment company maintaining the securities account for therelevant entity.

The New Issue Shares may only be offered and sold outside the UnitedStates in offshore transactions as defined in, and subject to theprovisions of, Regulation S under the U.S. Securities Act of 1933, asamended, or any other exemption or exemptions from the registrationrequirements of the United States or other jurisdictions.

Pursuant to the Placement Agreement, the Managers undertook to provideservices to the Company for the placement of the New Issue Shares underthe terms of the agreement, in particular to use their best endeavoursto attract potential investors. The Placement Agreement does notconstitute an obligation on the part of the Managers to purchase or sellany financial instruments and does not constitute a guarantee to preparefor or carry out the introduction of the Company's financial instrumentsinto the organized trading system, to carry out the Offering or to placeany part of the Company's other financial instruments. The PlacementAgreement contains standard conditions precedent for the Managers'obligations found in agreements of this type entered into intransactions similar to the Offering, including conditions related tothe occurrence of force majeure events and the occurrence of a materialadverse change in the Company's situation, as well as sets forth thegrounds for its termination typical of agreements of this type. Pursuantto the Placement Agreement, the Managers are entitled to terminate it inthe cases specified therein, including, in particular, if any of theCompany's representations or warranties made in the Placement Agreementturn out to be inconsistent with the actual factual or legal situation,or if the situation on the financial markets changes in a material way,negatively affecting the possibility of conducting the Offering. ThePlacement Agreement also contains representations and warrantiesrelating to the Issuer, its capital group and its operations, to theextent typically made by issuers of securities in agreements of thistype entered into in transactions similar to the Offering. The PlacementAgreement is subject to Polish law and the jurisdiction of Polishcourts. Pursuant to the terms of the Placement Agreement, the Managersand other persons designated in the Placement Agreement will beindemnified against liability and obligation to provide performance withrespect to certain claims, liabilities or costs that may be assertedagainst or raised by the Managers or other designated persons inconnection with the Placement Agreement (an _quot;indemnification clause_quot;).

Except for standard exclusions, the Issuer has agreed that it will not,without the consent of the Managers, issue, sell or offer shares duringthe period of: (i) 180 days from the date of the first listing of theRights to New Issue Shares (or from the date of the listing of the NewIssue Shares, in the event that the New Issue Shares are registered withthe National Depository for Securities (Krajowy Depozyt PapierówWartościowych S.A.) prior to the registration of the Rights to New IssueShares in the Investors' securities accounts); or (ii) 210 days from thedate of the Placement Agreement, whichever is earlier.

In addition, the Issuer's Management Board informs about the conclusionon 9 August 2023 of an agreement to accede to the lock-up agreement of29 May 2023 between the Company, Sebastian Wojciechowski (a keyshareholder and President of the Company's Management Board) and TrigonDM (the _quot;Lock-up Letter_quot;), which the Issuer reported in current reportNo. 17/2023 of 29 May 2023, pursuant to which WOOD acceded to theLock-up Letter on the same terms as Trigon DM.

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 of 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 Issue Shares") and does not representadvertisement or promotional material prepared or published by theCompany for the purpose of promoting the New Issue Shares or theirsubscription, purchase or offering or for the purpose of encouraging aninvestor, whether directly or indirectly, to acquire or subscribe forthe New Issue Shares. The Company has not published and has no intentionof publishing any materials aimed at promoting the New Issue Shares ortheir subscription 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 Issue Shares have not been and will not be registered under theU.S. Securities Act of 1933, as amended (the "Securities Act") or withany securities regulatory authority of any state or other jurisdictionof the 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 Issue Shares have not been approved, disapprovedor recommended 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 Issue 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 Issue Shares is being made in the UnitedStates or United Kingdom. All offers of the New Issue Shares will bemade pursuant to an exemption under the Prospectus Regulation (EU)2017/1129, as amended from time to time (including any relevantimplementing measure in any member state and in the United Kingdom, the"Prospectus Regulation"), from the requirement to produce a prospectus.The New Issue Shares may only be offered and sold outside the territoryof the United States of America in offshore transactions as defined inand pursuant to the provisions of Regulation S under the US SecuritiesAct of 1933, as amended and/or under other exemption(s) fromregistration requirements in the United States of America or otherrelevant jurisdiction(s). This current report is being distributed topersons in the United Kingdom only in circumstances in which section21(1) of the Financial Services and Markets Act 2000, as amended doesnot 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 Issue Shares (the "Managers"), or by any of their or theirrespective affiliates 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 IssueShares and 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 Issue Shares and/or any other matter referred to inthis current report. Apart from the responsibilities and liabilities, ifany, 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 NewIssue Shares or their offering, subscription and/or sale. The Managersand each 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 Issue Shares in certainjurisdictions may be restricted by law. No action has been taken by theCompany, the Managers or any of their respective affiliates that would,or which is intended to, permit an offering of the New Issue Shares inany jurisdiction or result in the possession or distribution of thiscurrent report or any other offering or publicity material relating tothe New Issue Shares in any jurisdiction where action for that purposeis 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 Issue Shares. Any investment decision tosubscribe for or acquire the New Issue Shares in the offering,subscription and/or sale of such shares must be made solely on the basisof publicly available information, which has not been independentlyverified 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 Issue 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.