Legal

Board Resolution No. 19/2025

12 August 20253 pages1,269 words

Summary

**Summary of the Board Resolution (Uchwała nr 19/2025) of PCF Group S.A. – 12 August 2025** | Topic | Key points | |-------|-------------| | **Purpose of the resolution** | Increase the company’s share capital, issue a new series of ordinary bearer shares (Series H), set the issue price and subscription deadline, strip existing shareholders of pre‑emptive rights on these shares, seek admission of the new shares to trading on the Warsaw Stock Exchange, arrange dematerialisation, and amend the Articles of Association. | | **Capital increase** | • Current share capital is raised by **PLN 133 400,00** to a total of **PLN 852 205,42**.<br>• The increase is effected by issuing **6 670 000** new ordinary bearer shares of **Series H** (nominal value **PLN 0,02** each). | | **Issuance method** | • Private placement (sub‑subscription) under Art. 431 § 2 (1) KSH, but **exempt from the prospectus requirement** under EU Prospectus Regulation (Regulation 2017/1129).<br>• The public offer is limited to **Poland only**; the shares may be offered **ex‑US** (i.e., only in offshore transactions outside the United States) under **U.S. Regulation S** or other registration exemptions. | | **Issue price** | **PLN 3,00** per Series H share (determined after a demand‑book building process conducted 6‑11 August 2025). | | **Subscription deadline** | The company must conclude subscription agreements for the 6 670 000 Series H shares **by 14 August 2025**. | | **Dividend rights** | • If the shares are first entered in the securities account **on or before** the dividend record date set by the General Meeting, they will participate in the dividend **starting from the previous fiscal year** (i.e., from 1 January of the year preceding the year of entry).<br>• If entered **after** the dividend record date, they will participate **starting from the fiscal year in which they are entered** (i.e., from 1 January of that year). | | **Payment & rights** | • Shares can be paid **only with cash**.<br>• They are ordinary bearer shares **without any special rights** (e.g., no voting or preferential rights beyond those of ordinary shares). | | **Pre‑emptive rights** | All existing shareholders are **fully stripped of pre‑emptive rights** to subscribe to the Series H shares (approved by the Supervisory Board in resolution 16/2025). | | **Admission to trading** | The board will apply for **admission of Series H shares to the regulated market of the Warsaw Stock Exchange (WSE)**, where the company’s existing shares are already listed. | | **Dematerialisation** | • Series H shares will be **dematerialised** in accordance with the Polish Act

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