Execution of the Investment Agreement, commencement of the book buildingprocess for the purpose of an offering of new Series I ordinary bearershares issued by PCF Group S.A. and conclusion of an agreement for thepurpose of the offeringTHIS CURRENT REPORT AND THE INFORMATIONHEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTHAFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

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.

Pursuant to Article 17(1) of Regulation (EU) No 596/2014 of the EuropeanParliament and of the Council of 16 April 2014 ("MAR Regulation"), theManagement Board of PCF Group S.A. (the "Company"; "Issuer") herebyannounces that on 24 April 2026, the Company concluded an investmentagreement with Cooldown Games LLC, based in Austin, Texas, a video gamepublisher ("Cooldown Games") ("Investment Agreement"). Pursuant to theInvestment Agreement, Cooldown Games will assign the rights underpublishing agreements concerning, in particular, three video gamesconcluded by Cooldown Games with external, independent developers to theCompany's subsidiary - People Can Fly Ireland - in exchange forapproximately USD 1.5 million. Pursuant to the Investment AgreementCooldown Games is obliged to reinvest the funds obtained by CooldownGames into shares of the Company, which will be issued as part of anincrease in the Company's share capital and to procure the investment ofapproximately USD 1.5 million in newly issued shares of the Company byinvestors affiliated with Cooldown Games ("CDG Investors"). TheInvestment Agreement stipulates that Cooldown Games and the CDGInvestors will invest in total approximately PLN 10.8 million in newlyissued shares of the Company.

Furthermore, the Investment Agreement provides for: (i) the hiring ofthe Cooldown Games team by companies within the Company's group and thecreation of a publishing team within the structure of the Company'sgroup; (ii) the Company's obligation, subject to Cooldown Gamescompleting certain preparatory activities preceding the public offeringof shares, to conduct a public offering of shares and allocate shares toCooldown Games and CDG Investors at a price determined through thebook-building process (not higher than the closing price as of 23 April2026, however not lower than PLN 4.00 per the new issue share) in anumber, which corresponds to the amount of the reinvested funds referredto above; (iii) a lock-up obligation for Cooldown Games effective until15 December 2026 (subject to the release of of the shares subscribedby Cooldown Games every two months from the date of execution of theInvestment Agreement) and a lock-up obligation for one of the CDGInvestors until 31 December 2027, subject to the release of 50% of theshares subscribed by the investor on 15 December 2026; (v) the terms andconditions for the release of the Company and its affiliates fromliability (indemnification) by Cooldown Games and the CDG Investors inconnection with the subject matter of the transaction.

In performing its obligations under the Investment Agreement, theCompany's Management Board informs about the commencement of the bookbuilding process for the purposes of the offering up to 4,112,081 seriesI ordinary bearer shares (the "Series I Shares") (the "Offering"), i.e.,up to the maximum number of shares that the Management Board isauthorized to issue under the authorized capital approved by ResolutionNo. 16/06/2025 of the Company's Annual General Meeting held on 23 June2025.

The book building process of Series I Shares (the "Book Building") willbe conducted on the terms set out in the resolution of Management Boardof 24 April 2026 regarding the (i) determination of the terms andconditions for the offering, conducting book building process,subscription and taking up series I shares, (ii) approval of template ofsubscription agreement for series I shares, (iii) giving consent for thePCF Group S.A. to conclude an agreement with Trigon Dom Maklerski S.A.("Trigon DM") and Trigon Investment Banking spółka z ograniczonąodpowiedzialnością _ Wspólnicy spółka komandytowa for the purpose ofoffering and subscriptions of Series I Shares (the "Agreement") and (iv)determining the preference date, in connection with the resolution ofthe Ordinary General Meeting of 23 June 2025 No. 16/06/2025 onamendments to the Company's Articles of Association and concerning anauthorization for the Management Board to increase the share capitalwithin limits of the authorized capital and issue subscription warrantsvesting the right to subscribe for shares issued within limits of theauthorized capital, with the authorization for the Management Board toexclude, subject to the Supervisory Board's consent, the currentshareholders' preemptive rights in full or in part with respect to theshares or subscription warrants issued within limits of the authorizedcapital.

The Book Building will commence immediately after the publication ofthis current report. The Book Building, and after its completion, theoffering and admission of Series I Shares and, subject to thesatisfaction of the regulatory requirements for such admission andintroduction, the rights to Series I Shares, to trading on the regulatedmarket operated by the Warsaw Stock Exchange (Giełda PapierówWartościowych w Warszawie S.A.), will be carried out as described in the"Book Building and Subscription Rules" attached to this current report.In order to enable shareholders meeting the requirements specified inthe "Book Building and Subscription Rules" to exercise their priorityrights, the Management Board has set the Preference Date as 23 April2026.

The Series I 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.

The Issuer's objective is to raise funds to pay the consideration forthe assignment of rights under the publishing agreements entered into byCooldown Games, as referred to above, as provided for in the InvestmentAgreement, and to finance the production and release of the gamesacquired under the assignment agreements.

Moreover, the Issuer's Management Board announces that on 24 April 2026,an agreement between the Company and Trigon DM and Trigon InvestmentBanking spółka z ograniczoną odpowiedzialnością _ Wspólnicy spółkakomandytowa was concluded, for the purposes of the Offer andsubscription for Series I Shares.

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 States,United Kingdom or elsewhere outside Poland. All offers of the New Shareswill be made 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 Shares may only be offered and sold outside the territory of theUnited States of America in offshore transactions as defined in andpursuant to the provisions of Regulation S under the US Securities Actof 1933, as amended and/or under other exemption(s) from registrationrequirements in the United States of America or other relevantjurisdiction(s). This current report is being distributed to persons inthe United Kingdom only in circumstances in which section 21(1) of theFinancial Services and Markets 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 manager of the offering of theNew Shares (the "Manager"), or by any of its or its 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.

The Manager 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 Manager by the applicable regulatory regime,neither the Manager nor any of its respective affiliates accepts anyresponsibility whatsoever for the contents of the information containedin this current report or for any other statement made or purported tobe made by or on behalf of the Manager or any of its respectiveaffiliates in connection with the Company, the New Shares or theiroffering, subscription and/or sale. The Manager and each of itsrespective affiliates accordingly disclaim all and any responsibilityand liability whatsoever, whether arising in tort, contract or otherwise(save as referred to above) in respect of any statements or otherinformation contained in this current report and no representation orwarranty, express or implied, is made by the Manager or any of itsrespective affiliates as to the accuracy, completeness or sufficiency ofthe information contained in this current report. The Manager mayparticipate 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, theManager or any of its 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 theManager 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 report 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 Manager.

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.