The Management Board of Niewiadów Polska Grupa Militarna S.A., with its registered office in Warsaw (“the Company”, “Issuer”), with reference to Current Report No. 24/2026 dated May 12, 2026, regarding the conclusion of an investment agreement with L Investments, a limited liability company with its registered office in Katowice (“Investment Agreement”), hereby announces that today the Company entered into a placement agreement (“Placement Agreement”) with Soma25 Family Foundation, with its registered office in Katowice (“Shareholder”), and IPOPEMA Securities S.A., with its registered office in Warsaw, ul. Próżna 9, 00-107 Warsaw (“IPOPEMA”, “Investment Firm”) a placement agreement (“Placement Agreement”) regarding the conduct of an offering of up to 12,064,349 (twelve million sixty-four thousand three hundred forty-nine) ordinary bearer shares of the Company as part of an accelerated book building (“ABB”) and a subsequent issuance of up to 12,064,349 new registered Series M shares of the Company (“New Issue Shares”).
As part of the transaction described in the Investment Agreement, the following took place: (i) the conversion of 12,064,349 registered Series J shares into ordinary bearer shares and their assimilation with the Company’s shares bearing the ISIN code PLVNTCP00019, and their admission to trading on the regulated market operated by the Warsaw Stock Exchange (“Sold Shares”), and (ii) the acquisition of the Sold Shares by Soma25 Family Foundation, with its registered office in Katowice, pursuant to a donation agreement concluded with L Investments sp. z o.o. and the Shareholder’s accession to the Investment Agreement, as reported by the Issuer in current reports No. 29/2026 dated May 18, 2026, No. 30/2026 dated May 18, 2026, and No. 31/2026 dated May 19, 2026.
Scope and Rules of the ABB
Pursuant to the Placement Agreement, the Shareholder has authorized IPOPEMA to act as the global coordinator and bookrunner for the ABB. As part of the ABB, the Shareholder is offering up to 12,064,349 Offered Shares for sale to selected investors. The ABB will be conducted in the form of a public offering, the execution of which does not require the preparation, approval, or publication of a prospectus, information memorandum, or any other offering document, pursuant to the exemption referred to in Article 1(4)(a), (b), or (d) of Regulation (EU) 2017/1129 of the European Parliament and of the Council (EU) 2017/1129 of June 14, 2017, on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (“Prospectus Regulation”).
The admission and listing of the Offered Shares to trading on the regulated market operated by the Warsaw Stock Exchange (GPW) took place without the obligation to prepare a prospectus, pursuant to the exemption provided for in Article 1(5)(a) of the Prospectus Regulation (as amended by Regulation (EU) 2024/2809), with respect to shares constituting less than 30% of the number of shares of the same class already admitted to trading on the same regulated market.
The ABB trial will begin immediately following the publication of this current report.
Issuance of New Shares
All proceeds received by the Shareholder from the sale of the Offered Shares as part of the ABB will be used to subscribe for the New Issue Shares. As part of the Company’s Offering, the Company will offer up to 12,064,349 registered Series M shares with a par value of PLN 0.10 each for subscription exclusively by the Shareholder. The Company’s Offering will be conducted as a private placement within the meaning of Article 431 § 2(1) of the Commercial Companies Code and does not constitute a public offering within the meaning of Article 2(d) of the Prospectus Regulation.
The increase in the Company’s share capital resulting from the issuance of New Shares will be carried out with the preemptive rights of the Company’s existing shareholders fully excluded, pursuant to a resolution of the Company’s Extraordinary General Meeting convened for June 8, 2026.
Obligation to vote at the Extraordinary General Meeting
With reference to Current Report No. 24/2026 dated May 12, 2026, regarding the conclusion of an investment agreement with L Investments, a limited liability company with its registered office in Katowice, the Company’s Management Board announces that today Forum 119 Closed-End Investment Fund, with its registered office in Kraków, entered in the register of investment funds under number RFI 1743, managed by Forum Towarzystwo Funduszy Inwestycyjnych S.A., with its registered office in Kraków (KRS 0000264440) (“the Fund”), being a shareholder of the Company holding 21,750,000 (twenty-one million seven hundred fifty thousand) bearer shares of the Company, representing approximately 15.51% of the Company’s share capital and entitling the holder to approximately 15.51% of the total number of votes at the Company’s General Meeting, has undertaken to vote at the Extraordinary General Meeting of the Company convened for June 8, 2026, with all votes held in favor of adopting the resolutions included in the agenda of the EGM, in accordance with the notice convening the EGM issued on May 12, 2026, including, in particular, in favor of adopting a resolution on increasing the Company’s share capital through the issuance of 12,064,349 (twelve million sixty-four thousand three hundred forty-nine) new registered shares of Series M, with the preemptive rights of existing shareholders fully excluded, and amending the Company’s Articles of Association.
Lock-up obligations
Pursuant to the provisions of the Placement Agreement, subject to the Company’s Offering being successfully completed, the Company has undertaken to IPOPEMA that, from the date of execution of the Placement Agreement until the expiration of 180 days from the pricing date (“Pricing Date”), the Company will not, without the prior consent of IPOPEMA, directly or indirectly, offer, issue, acquire, pledge, sell, encumber, or in any other way dispose of the Company’s shares or securities or other financial instruments that are convertible, exchangeable, or incorporate the right to acquire or subscribe for the Company’s shares, nor enter into swap transactions or other similar agreements transferring the economic consequences of ownership of the Company’s shares, nor publicly announce its intention to take such actions.
Furthermore, subject to the completion of the ABB, the Shareholder has undertaken to IPOPEMA that, from the date of execution of the Placement Agreement until 180 days after the settlement date of the sale of the Shares for Sale (“Sale Settlement Date”), it will not, without IPOPEMA’s prior consent, directly or indirectly, dispose of or deal with the restricted shares, i.e., all Sold Shares that are not sold under the ABB, and all New Issue Shares subscribed for by the Shareholder (“Restricted Shares”), including offering, encumbering, pledging, selling, lending, or otherwise transferring the Restricted Shares, or entering into swap transactions or other agreements transferring ownership or the economic effects of holding the Restricted Shares.
The Shareholder’s lock-up obligations do not apply to transactions: (i) involving the sale of Restricted Shares in response to a tender offer or other public invitation to subscribe for the exchange or sale of the Company’s shares; (ii) involving the sale of Restricted Shares in response to a tender offer or other public invitation to submit offers to sell the Company’s shares announced by the Company as part of a share buyback, provided that the invitation is made on the same terms to all shareholders of the Company; and (iii) made as a result of the Shareholder’s compliance with a final court ruling or a final decision.
In addition, today L Investments, a limited liability company with its registered office in Katowice, entered into an amendment with IPOPEMA to the agreement regarding the restriction on the transferability of shares concluded on June 9, 2025, pursuant to which L Investments, sp. z o.o. undertook that neither L Investments, sp. z o.o. nor any person acting on its behalf or for its benefit, from the date of execution of this amendment until the expiration of 360 days from the date of the price agreement in connection with ABB, without the prior consent of IPOPEMA (expressed in writing, electronically, or in document form, including via email), subject to the exceptions provided for in the amendment, shall not, directly or indirectly, including through subsidiaries or third parties acting on its behalf, among other things, dispose of or encumber, including by offering, encumbering, or pledging (including through the establishment of a civil, registered, or financial pledge) (provided that the prohibition on encumbering and pledging excludes cases of encumbrance and pledging in favor of financial institutions), sell, commit to sell, sell any options or purchase agreements, buy any options or sale agreements, grant any options or other derivative instruments involving purchase, borrow (excluding borrowing from financial institutions), establish rights of first refusal or pre-emption, or in any other way transfer or dispose of (or publicly announce such actions).
Purpose of the Transaction
The proceeds raised by the Company from the issuance of New Shares will be allocated to the development of the Issuer’s Capital Group, including in particular: the launch of production of new products, such as gas generators for 155 mm ammunition, ammunition fuses, solid rocket propellants, 30 mm medium-caliber ammunition, 70 mm unguided rockets, and high-explosive materials; acquisitions of companies or shares in companies engaged in complementary activities; the purchase of facilities and land adjacent to the current complex to increase production capacity; modernization, expansion, and retrofitting of technical infrastructure, as well as the development of the Research and Development Center – Test Range; and securing funds for additional development initiatives, including general development investments and R&D projects, participation in projects with technology partners, and increasing the Company’s operational flexibility.
The Placement Agreement was entered into on terms typical for this type of transaction.
LEGAL NOTICE
This current report is for informational purposes only and fulfills the disclosure obligations to which the Company is subject as a public company whose shares are traded on the regulated market operated by the Warsaw Stock Exchange S.A., and (i) is not made available for the purpose of promoting, directly or indirectly, the purchase or subscription of the Company’s securities, or of encouraging, directly or indirectly, their purchase or subscription, and (ii) does not constitute an advertisement or promotional material prepared or published by the Company for the purpose of promoting the Company’s securities, their subscription, purchase, or offering, nor for the purpose of encouraging investors, directly or indirectly, to acquire or subscribe for such securities.
This current report is not an advertisement within the meaning of Article 22 of Regulation (EU) (EU) 2017/1129 of June 14, 2017, on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC.
This current report contains or may contain certain forward-looking statements regarding the Company’s current expectations and projections concerning future events. The information contained in this current report is subject to change without notice, and, except as required by applicable law, the Company assumes no responsibility and is under no obligation to publicly update or revise any forward-looking statements.
This current report and the information contained herein are not intended for publication, announcement, or distribution, directly or indirectly, within or to the United States of America, Australia, New Zealand, Canada, Japan, the Republic of South Africa, or in any other countries where the public dissemination of the information contained in this current report may be subject to restrictions or prohibited by law. The securities referred to in this current report have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act of 1933) and may not be offered or sold within the United States of America, except in transactions not subject to the registration requirements of the U.S. Securities Act or pursuant to an exemption from such registration requirements.
This current report does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any securities in any jurisdiction. This current report does not constitute a recommendation regarding an investor’s decision concerning the public offering of shares referred to in this report. Each investor or potential investor should conduct their own research, analysis, and evaluation of publicly available information.
This current report does not identify or imply, nor is it intended to identify or imply, any risks that may be associated with an investment in the shares referred to in this report. Any investment decisions regarding the subscription or purchase of the shares referred to in this report, as part of an offering of such shares, must be made solely on the basis of publicly available information that has not been independently verified.