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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"_, with reference to ESPI current
reports No. 31/2025 dated 18 July 2025, No. 41/2025 dated 18 August 2025
and No. 43/2025 dated 4 September 2025, followed by reports Nos.
46/2025, 48/2025, 49/2025, 50/2025, 64/2025 and 69/2025 concerning the
formation and operations of a consortium between the Issuer, Squadron
Sp. z o.o. and the Polish Industrial Lobby _"Consortium Agreement",
"Consortium"_, as well as in connection with the reference to the
possibility of involving Consortium members contained in Report No.
18/2026, hereby announces that on 18 August 2026 the Issuer submitted a
notice of termination of the Consortium Agreement, subject to the 90-day
notice period provided for therein.
The submission of the notice of termination marks the conclusion of a
decision-making process which unfolded in stages as further
circumstances concerning the relationship between the parties to the
Consortium came to light. From the moment it received information
regarding the notice of termination submitted by Squadron Sp. z o.o. and
the trademark applications filed by that entity, the Management Board
analysed subsequent events, documents and the parties' positions in
terms of whether they met the criteria for confidential information,
taking into account the applicable provisions of the MAR Regulation and
the guidelines and recommendations of the Polish Financial Supervision
Authority regarding the correct determination of the timing of the
publication of information arising within a process extending over time.
Until the Consortium Council meeting held on 17 August 2026 and the
completion by the Management Board of its analysis of the available
options for further cooperation, the situation remained ambiguous, and
possible outcomes included both the continuation of the cooperation, its
amicable termination, and the termination of the Agreement by the
Issuer. The Issuer's decision to terminate the Agreement on 18 August
2026, and the subsequent implementation of that decision, brought this
stage of the process to a close and resulted in a precise final event,
enabling the provision of complete, accurate and non-misleading
information to investors. This report is being published immediately
following the occurrence of this event.
The Management Board's decision to terminate the Consortium Agreement
was taken in light of the full set of disclosed circumstances, including
information previously unknown to the Issuer, concerning the filing by
Squadron Sp. z o.o., solely for its own benefit, of two applications
with the Polish Patent Office for the word mark 'Iryda Plus':
application Z.599878 dated 23 March 2026 and application Z.605115 dated
23 June 2026, covering goods in Class 12 of the Nice Classification.
Neither the Issuer nor the Polish Industrial Lobby were informed, prior
to these applications being filed, of either the intention to apply for
or the successful filing of the applications made by Squadron Sp. z o.o.
to obtain exclusive protection for the said designation.
The above applications were filed during the period in which all parties
were performing the Consortium Agreement, and the designation "Iryda
Plus" was being used publicly and commercially as the name of the joint
venture. The Issuer conducted market communications, held discussions
with potential investors, funds and partners, and carried out activities
relating to the financing, promotion and commercialisation of the
project under this trade name, in accordance with the role assigned to
it in the Consortium Agreement and its annexes.
On 17 August 2026, a meeting of the Consortium Council was held,
convened by the Issuer to clarify the above circumstances. During the
meeting, Squadron Sp. z o.o. upheld its notice of termination of the
Consortium Agreement, submitted on 4 August 2026, whilst also presenting
the position that the Agreement had been invalid from the moment of its
conclusion. Polskie Lobby Przemysłowe, on the other hand, issued a
statement announcing its withdrawal from the Consortium, as it did not
wish to become involved in the dispute between the two business
entities. The Issuer did not share Squadron Sp. z o.o.'s position
regarding the invalidity of the Consortium Agreement and, at this stage,
does not prejudge the legal consequences of the positions or statements
presented by the other parties. These matters, as well as mutual rights,
obligations, settlements and rights to the results of the cooperation to
date, remain the subject of a separate legal analysis.
During the meeting, Squadron Sp. z o.o. indicated that the concept of an
unmanned fighter aircraft and the name "Iryda Plus" were intended to
constitute its prior intellectual property, referred to as Background
IP. At the same time, no document predating the first notification of 23
March 2026 was presented to the Issuer which would unequivocally
establish, vis--vis MBF Group S.A. or the Polish Industrial Lobby,
Squadron Sp. z o.o.'s exclusive right to that designation. Squadron Sp.
z o.o. also refused to provide further clarification regarding the
purpose, grounds and chronology of the applications filed, citing,
amongst other things, trade secrets.
The Issuer, without prejudging at this stage whether there has been a
breach of the Consortium Agreement, the law or the rules governing the
performance of obligations, views critically the situation in which the
applications concerning the designation of the joint venture were made
exclusively by one consortium member and without prior notification to
the other parties. The chronology, recurrence and scope of these actions
provide the Management Board with grounds to assess that these actions
were not accidental in nature, but were deliberate and aimed at
establishing, on the part of Squadron Sp. z o.o., an exclusive legal
position with regard to the designation previously used within the joint
project.
In the Management Board's view, the potential economic consequence of
such actions could be to restrict the Issuer's ability to continue using
the trade mark and to hinder the development of cooperation with the
technology partner with whom MBF Group S.A. carried out a successful
technical demonstration of the IRYDA+ X1 system and commenced the
process of its commercialisation. In light of these circumstances, the
Company's Management Board will take the necessary steps to protect the
interests of the Issuer and its shareholders.
Notwithstanding its willingness to reach an amicable and comprehensive
settlement regarding the consequences of the cooperation to date, the
Management Board has decided to lodge an opposition against application
Z.605115 with the Polish Patent Office without delay. The Issuer is also
analysing the available legal remedies concerning the earlier
application Z.599878 and is securing documentation confirming the joint
nature of the project, the public and commercial use of the designation,
and the scope of activities and expenditure incurred by MBF Group S.A.
The Management Board has also decided to carry out a comprehensive audit
of the information and documentation provided to the Issuer by Squadron
Sp. z o.o. and subsequently used in ESPI reports and public
communications concerning the Consortium's activities. The audit will
cover, in particular, the sources of the information, the origin of the
solutions and materials presented, the scope of rights held by
individual entities, and the continuity of legal titles to the use of
the results of the work.
The commencement of the audit does not imply that the Management Board
has found the information published to date by the Issuer to be untrue,
nor does it prejudge whether Squadron Sp. z o.o. has infringed the
rights of third parties. The purpose of the audit is to independently
confirm the accuracy, completeness and verifiability of the information
received by the Company. Should any discrepancies of significance to
investors be identified, the Issuer will provide an appropriate update
or correction in accordance with the procedures laid down by applicable
regulations.
The Management Board also emphasises that the dispute described relates
to the Consortium Agreement of 4 September 2025, the mutual relations
between its parties, and the registrations of the 'Iryda Plus'
designation. According to the Issuer's current legal and technical
analysis, this dispute does not jeopardise the technology, documentation
or transfer of know-how relating to the IRYDA+ X1 platform; nor does it
affect the validity of separate agreements concluded by the Issuer with
Shark Aviation, nor does it prevent the implementation of plans relating
to the launch of X1 system production in Poland.
There are also no changes to the previously reported activities
concerning the commercialisation of IRYDA+ X1, industrial cooperation,
the preliminary order for complete systems, cooperation with ARMPOL
P.I.W. sp. z o.o., memoranda relating to the planned development of
production in Poland, and the separate IRYDA+ SPACE Z1 research and
development programme. The SPACE Z1 programme constitutes a standalone
project of the Issuer, whilst the development of the X1 platform is
based on separate technological, contractual and organisational
foundations, independent of the Consortium's continued existence.
According to the documentation held by the Issuer and the analysis of
available registers carried out to date, as at the date of publication
of this report, the Issuer has not identified any protection rights
granted to Squadron Sp. z o.o. for the designation "Iryda Plus" or
related designations. Applications Z.599878 and Z.605115 do not
constitute the granting of protection rights, and their scope, validity
and potential conflict with the Issuer's rights will be the subject of
proceedings before the competent authorities.
Notwithstanding the above, the Management Board will prepare an
alternative trade name for the X1 and SPACE Z1 projects. This measure is
purely precautionary and is intended to ensure the full continuity of
commercialisation, production and marketing communications; it does not
constitute an acknowledgement of any rights or claims by Squadron Sp. z
o.o. to the designations currently in use. This measure would be in line
with the arrangements made with Shark Aviation, with whom it was agreed
some time ago that the X1 and SPACE Z1 platforms would have an
English-language prefix.
In view of the termination of the existing cooperation arrangement, the
Management Board will immediately commence efforts to conclude a new
agreement in the form of a technology and industrial consortium,
designed to carry out the Issuer's current and future projects in the
field of unmanned aerial vehicles and dual-use technologies. The
selection of future consortium members will be preceded by an analysis
of their expertise, rights to the solutions they contribute,
organisational capacity, and the rules governing responsibility for the
information and documentation provided.
It is the Issuer's intention to retain the involvement of the Polish
Industrial Lobby _PLP_ and Prof. Paweł Soroka, PhD, in the future
structure. The PLP and its Coordinator have made a significant
contribution to promoting the projects within the scientific, industrial
and institutional communities, as well as to building their expert base.
The legal and organisational framework for this involvement, including
the method of representation, the scope of rights and obligations, and
the rules governing participation in decision-making, will be jointly
agreed by the Issuer, the PLP and future consortium members in a manner
ensuring complete clarity.
This report concludes the phase of cooperation that began with the
conclusion of agreements with PLP and Squadron Sp. z o.o., was
subsequently formalised by the Consortium Agreement, and has been
developed through the launch of the IRYDA PLUS, MALLARD and ARES
projects. At the same time, it marks the start of a phase involving the
clarification of rights, an independent review of existing documentation
and the establishment of a new framework for cooperation on UAV
projects, whilst ensuring the continuity of the IRYDA+ X1 and IRYDA+
SPACE Z1 projects.
The Management Board has deemed the above information to be confidential
in view of the significance of the Consortium Agreement for the Issuer's
strategic communications to date, the nature of the disclosed
circumstances and their potential impact on investors' assessment of the
Company's situation.
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RB_ASO: Wypowiedzenie Umowy Konsorcjum, ochrona praw Emitenta oraz rozpoczęcie przygotowań
do nowej formuły współpracy
