With reference to Current Report No. 33/2026 dated May 21, 2026, in which the Management Board of Niewiadów Polska Grupa Militarna S.A., with its registered office in Warsaw (“the Company”, “Issuer”) announced the conclusion of 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 (“IPOPEMA”, “Investment Firm”) of a placement agreement (“Placement Agreement”) concerning 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 process (“ABB”) and a subsequent issuance of up to 12,064,349 new registered Series M shares of the Company (“New Issue Shares”), the Management Board of the Company hereby announces the following:
Termination of the ABB and Conclusion of the Price Agreement
On May 21, 2026, the book-building process was closed, the Offered Shares were allocated among investors, and the selling price of the Offered Shares was determined.
After reviewing the results of the book-building process, the Parties entered into a Pricing Agreement on May 21, 2026, pursuant to which they confirmed: (i) the final number of Shares for Sale subject to the ABB; and (ii) the sale price of the Shares for Sale, whereby the issue price of the New Issue Shares offered for subscription by the Shareholder is equal to the sale price of the Shares for Sale, determined under the ABB and confirmed by the Price Agreement.
Stocks for Sale
The Shares Being Sold consist of 12,064,349 ordinary bearer shares of the Company registered with KDPW under ISIN code PLVNTCP00019 and listed on the Warsaw Stock Exchange.
Pursuant to the Price Agreement:
– the total number of Offered Shares sold under the ABB has been set at 12,064,349 (twelve million sixty-four thousand three hundred forty-nine);
– The sale price of the Shares Offered under the ABB has been set at PLN 13 (thirteen zlotys) per Share Offered.
New Issue Shares
The issue price per New Issue Share is equal to the sale price per Sold Share, i.e., PLN 13 (thirteen zlotys).
The Company will offer the Shareholder 12,064,349 (twelve million sixty-four thousand three hundred forty-nine) New Issue Shares, i.e., registered Series M shares with a par value of PLN 0.10 each.
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. 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 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 in connection with an offer of securities to the public or their admission to trading on a regulated market and repealing Directive 2003/71/EC (“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.
Transaction Settlement
It is assumed that on the Business Day following the date of execution of the Price Agreement, the Shareholder will place orders to sell the Shares for Sale to the Investors in the quantity specified in the Price Agreement, at the sale price set forth therein.
The scheduled settlement date for the sale of the Offered Shares is May 26, 2026.
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.
Due to its nature and structure, the Transaction is being conducted without the obligation to publish a prospectus, information memorandum, or any other informational or offering document within the meaning of applicable law. Neither the Polish Financial Supervision Authority, the Warsaw Stock Exchange, nor any other authority approves or reviews the Transaction documents.
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.