Legal

Komunikat Krajowego Depozytu Papierów Wartościowych w Sprawie Rejestracji Akcji Serii H Spółki

24 September 20255 pages2,452 words

Summary

**Summary of the “Komunikat Krajowego Depozytu Papierów Wartościowych w Sprawie Rejestracji Akcji Serii H Spółki” (Current Report No 39/2025 – 24 September 2025)** --- ## 1. Core announcement | Item | Detail | |------|--------| | **Issuer** | PCF Group S.A. (registered office in Warsaw) | | **Depository** | Krajowy Depozyt Papierów Wartościowych S.A. (KDPW) | | **Date of KDPW communication** | 24 September 2025 (statement No ONP/2025/066) | | **Effective date of registration** | **25 September 2025** | | **Securities to be registered** | **6 670 000** (six‑million‑six‑hundred‑seventy‑thousand) **ordinary bearer shares, series H** | | **Nominal value** | **PLN 0.02** per share | | **ISIN** | **PLPCFGR00010** | | **Purpose of the report** | Inform shareholders and qualified investors about the registration of the new H‑series shares; the report is **purely informational** and does **not** constitute an offer, solicitation or advertisement of the securities. | --- ## 2. Legal basis & regulatory framework * **Polish law** – Art. 56 § 1 pkt 2 of the Act of 29 July 2005 on public offers and the conditions for introducing financial instruments to an organized market. * **EU law** – Art. 17.1 of Regulation (EU) 596/2014 (Market Abuse Regulation) and the Prospectus Regulation (EU) 2017/1129 (as amended). * The securities are **not** registered under the U.S. Securities Act of 1933, nor approved by the U.S. SEC, nor by any other non‑Polish securities regulator. --- ## 3. Distribution restrictions (the “safe‑harbor” clause) | Territory / Audience | Restriction | |----------------------|-------------| | United States, Australia, Canada, Japan, South Africa and any other jurisdiction where distribution would be illegal | **No publication, announcement, distribution or transmission, in whole or in part** is permitted. | | United Kingdom | Distribution is allowed only where the Financial Services and Markets Act 2000 (as amended) does **not** apply (i.e., to “qualified investors” under the Prospectus Regulation). | | European Economic Area (EEA) | Distribution is limited to **qualified investors** (Art. 2(e) Prospectus Regulation) or to professional/high‑net‑worth investors as defined in UK law. | | United States (Rule 144A) | The securities may be offered only to **qualified institutional buyers** under Rule 144A, and only in “offshore” transactions that satisfy Regulation S or another registration exemption. | | General | Anyone who distributes the report must ensure compliance with the above rules and obtain appropriate legal advice if in doubt. | --- ## 4. Disclaimer & liability statements 1. **Information‑only** – The report does **not** constitute an offer, invitation, solicitation, or recommendation to buy or

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**Summary of “Raport Bieżący Nr 36/2025 – Warunkowa Rejestracja Akcji Serii H” (Current Report No 36/2025 – Conditional Registration of Series H Shares)** --- ### 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. | --- ### 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. --- ### 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

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Komunikat Krajowego Depozytu Papierów Wartościowych w Sprawie Rejestracji Akcji Serii H Spółki

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