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MESSAGE _ENGLISH VERSION_
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The Management Board of MBF Group S.A., with its registered office in
Warsaw _the "Issuer", the "Company"_, hereby announces that on 28 May
2026, the Company entered into a preliminary share subscription
agreement and an agreement to support the Issuer's business projects
_the "Agreement"_ with Mr Radosław Majdan.
The subject matter of the Agreement is to define the terms of long-term
cooperation covering, amongst other things, the planned subscription by
Radosław Majdan for shares in the Issuer's new issue, support for the
Company's networking, relationship-building, promotional and business
activities, as well as support for the development of the Issuer's
technological projects and commercial activities, with particular
emphasis on the IRYDA+ X1 project.
In accordance with the Agreement, the parties envisage Radosław Majdan
subscribing for between 140,000 _one hundred and forty thousand_ and
200,000 _two hundred thousand_ shares in the Issuer's new issue. With
the Company's current share capital amounting to PLN 7,975,000 _seven
million nine hundred and seventy-five thousand zlotys_ and comprising
3,190,000 _three million one hundred and ninety thousand_ shares, this
block will represent approximately 4.39% to approximately 6.27% of the
current share capital and a corresponding proportion of the total number
of votes at the Issuer's General Meeting, although the final percentage
may change depending on the final terms of the issue.
The issue price per share has been provisionally set at approximately
PLN 6.50 _six zlotys and fifty groszy_ per share, subject to final
determination taking into account market conditions and the average
market price of the Issuer's shares over the relevant period preceding
the issue. Subject to the indicated indicative price, the value of the
planned investment will range from approximately PLN 910,000 _nine
hundred and ten thousand zlotys_ to approximately PLN 1,300,000 _one
million three hundred thousand zlotys_ and will be paid in full by way
of a cash contribution. The Agreement provides for the investor's
obligation not to dispose of the subscribed shares for a period of 12
_twelve_ months from the date of their effective subscription _lock-up_.
Under the terms of the aforementioned Agreement, Radosław Majdan will
support the Issuer, inter alia, in building business relationships,
identifying potential partners and investors, supporting networking
activities, and participating in selected activities related to the
development of the Issuer's projects. The Parties intend to utilise the
investor's extensive business network to create new opportunities for
the Company's development, both in the area of technological projects
and commercial activities.
The Agreement also provides for the possibility of establishing
additional terms of cooperation in the future, including the investor
potentially acquiring an additional block of the Issuer's shares, in
proportion to the extent of their involvement and the business results
achieved. The Parties' intention is to create a long-term cooperation
model, under which the investor will be interested in actively
supporting the Issuer's development, including building relationships
that may lead to attracting new investors, business partners and
contractors for the Company.
The Company's Management Board believes that Radosław Majdan's
experience, reputation and professional network may support the further
development of projects undertaken by the Issuer, in particular the
IRYDA+ X1 project, as well as the potential for building new investor
and business relationships around the Company's operations.
The Issuer's Management Board decided to publish information regarding
the conclusion of the Agreement due to its nature, the planned capital
investment involving the subscription of the Issuer's new issue shares
for a cash contribution, the long-term nature of the cooperation, the
potential impact on the development of the IRYDA+ X1 project, and the
possible impact of the Agreement on the Issuer's future financial,
operational and reputational position.
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RB_ASO: Zawarcie Umowy inwestycyjnej i długuterminowej współpracy biznesowej związanej ze
wsparciem projektów Emitenta
