PCF Group S.A. has initiated the conditional registration of 6,670,000 new Series H ordinary bearer shares with the Central Securities Depository of Poland (KDPW).
The registration of these shares, which have a nominal value of PLN 0.02 each, is contingent upon the Warsaw Stock Exchange (GPW) formally admitting them to trading.
Once the GPW approves admission, KDPW will finalize the registration within three business days, provided this does not precede the official day of admission to trading.
The new shares will be assigned the security code PLPCFGR00010 within the KDPW register.
The issuance and potential trading of these shares are restricted to qualified investors and are prohibited in jurisdictions including the United States, Australia, Canada, Japan, and South Africa.
This action complies with the EU Market Abuse Regulation and the Prospectus Regulation, serving as an informational update rather than an offer or solicitation to purchase securities.
**Summary of “Raport Bieżący Nr 36/2025 – Warunkowa Rejestracja Akcji Serii H” (Current Report No 36/2025 – Conditional Registration of Series H Shares)**
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### 1. What the report announces | Item | Detail | |------|--------| | **Company** | PCF Group S.A. (registered in Warsaw) | | **Regulatory body** | Krajowy Depozyt Papierów Wartościowych S.A. (KDPW – Central Securities Depository of Poland) | | **Action** | Conditional registration of **6 670 000** newly‑issued ordinary bearer shares of **Series H** (nominal value **PLN 0.02** each). | | **Security code** | **PLPCFGR00010** (to be assigned in the KDPW register). | | **Condition** | Registration will become effective only after the **Warsaw Stock Exchange (GPW)** decides to admit the shares to trading on the same regulated market where the company’s other shares are listed. | | **Timing** | Once GPW’s decision is received, KDPW will complete the registration **within three business days**, but not earlier than the date specified by GPW as the “day of admission to trading”. | | **Communication** | KDPW will issue an operational communication (KDPW operational message) confirming the registration under the above code. |
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### 2. Legal basis & regulatory framework * **Polish law** – Art. 56 (1) pkt 2 of the Act of 29 July 2005 on public offers and conditions for introducing financial instruments to an organized market. * **EU regulation** – Art. 17.1 of **Regulation (EU) 596/2014** (Market Abuse Regulation) and the **Prospectus Regulation (EU) 2017/1129** (exemptions from a prospectus). * The report is prepared **solely for informational purposes** and **does not constitute an offer** of securities, nor a solicitation to buy or subscribe for the shares.
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### 3. Geographical & investor restrictions | Restriction | Explanation | |------------|-------------| | **No distribution** in the United States, Australia, Canada, Japan, South Africa, and any other jurisdiction where such distribution would breach local securities law. | | **No registration** under the U.S. Securities Act of 1933 – the shares cannot be offered, sold, or otherwise dealt with in the U.S. unless an exemption (e.g., Regulation S or Rule 144A) applies. | | **Target audience** – only **qualified investors**: <br>• Investors qualifying under the EU Prospectus Regulation (qualified investors). <br>• In the UK, professional investors or high‑net‑worth entities as defined by the Financial Services and Markets Act 2000. <br>• Qualified institutional buyers under U.S. Rule 144A (if any offshore transaction is contemplated). | | **UK distribution** – allowed only where the UK
