The Management Board of Polska Grupa Militrarna S.A., with its registered office in Warsaw (the Issuer), hereby announces that the issuance of Series J shares, issued pursuant to Resolution No. 3 of May 26, 2025, of the Issuer’s General Meeting regarding the increase of the Company’s share capital through the issuance of Series J shares via a private placement with the exclusion of existing shareholders’ preemptive rights, and regarding amendments to the Company’s Articles of Association.
The offering was conducted as a private placement, i.e., through the Company’s submission of an offer and its acceptance by a designated recipient (Article 431(2)(1) of the Commercial Companies Code).
1) Subscription start date and end date: Subscription start date: May 26, 2025. Subscription end date: May 26, 2025.
2) Date of share allocation: Not applicable – the shares were acquired through a private placement pursuant to a share subscription agreement; therefore, no allocation of shares took place.
3) Number of shares subject to the subscription: 100,000,000 (one hundred million) registered Series J shares.
4) Reduction rate for individual tranches in cases where, in at least one tranche, the number of financial instruments allocated was less than the number of financial instruments for which subscriptions were submitted: No reduction occurred. The shares were acquired through a private placement pursuant to a share subscription agreement; therefore, the subscription was not divided into tranches.
5) Number of Series J shares subscribed for: Total number of Series J shares subscribed for: 100,000,000 (one hundred million) registered Series J shares. Subscription rate for the Series J share issue: 100% (one hundred percent).
6) Issue price at which the shares were subscribed: Series J shares were subscribed at an issue price of PLN 1.29 (one zloty and twenty-nine groszy) per share.
6a(b) Method of payment for the subscribed shares: Series J shares were paid for by a non-cash contribution (in-kind contribution) in the form of 5,600,000 (five million six hundred thousand) shares of Grupa Niewiadów S.A. with its registered office in Warsaw, with a total par value of PLN 130,000,000.00 (one hundred thirty million zlotys). 100,000,000 (one hundred million) registered Series J shares were subscribed to by 2 (two) entities—L Investment sp. z o.o. and Elżbieta Lubińska.
7) Number of persons who subscribed for shares in each tranche: Not applicable – the shares were acquired through a private placement pursuant to share subscription agreements.
8) Number of persons to whom shares were allocated as part of the subscription in individual tranches: The shares were acquired through a private placement pursuant to a share subscription agreement; therefore, no allocation of shares took place. In total, Series J shares were subscribed for by 2 (two) entities—a legal entity and a natural person.
8a) Information on whether the persons to whom financial instruments were allocated in the various tranches of the subscription are entities related to the issuer within the meaning of § 4(6) of the ASO Rules; The shares were acquired through a private placement based on share subscription agreements; therefore, the placement was not divided into tranches, and no allocation of shares was made. Not applicable.
9) Names (company names) of the underwriters who acquired shares in connection with the execution of underwriting agreements: No underwriters participated in the offering of Series J shares.
10) A summary of the total costs included in the offering costs, specifying the amounts by cost category, broken down at least into the following costs: a) preparation and execution of the offering: PLN 0.00; b) underwriters’ fees, separately for each underwriter: not applicable; c) preparation of the public offering circular or offering circular, including advisory fees: not applicable; d) promotion of the offering—including the methods of accounting for these costs in the books of account and the manner of their recognition in the issuer’s financial statements: not applicable.
Attached, the Issuer provides (1) a fair value assessment of the shares.
Legal basis: Section 4(1) of Annex No. 3 to the Rules of the Alternative Trading System—Current and Periodic Information Disclosed in the Alternative Trading System on the NewConnect Market.