Current Report 30/2025
06/11/2025 • 5:13
Subject:
Completion of the share buyback – summary
Legal basis:
Legal basis: Art. 17 sec. 1 of the MAR Regulation – inside information
Content:
The Management Board of cyber_Folks S.A. [“Company”] hereby announces that, acting pursuant to Resolution No. 22 of the Company’s Annual General Meeting dated 15 May 2025 on the creation of a reserve capital to finance the acquisition of the Company’s treasury shares, authorising the Company’s Management Board to acquire the Company’s treasury shares and appointing an attorney-in-fact authorised to represent the Company in transactions involving the acquisition of the Company’s treasury shares from shareholders who are also members of the Company’s Management Board [“Authorising Resolution”], it adopted today, i.e. on 06 November 2025, a resolution on carrying out a buyback of the Company’s treasury shares [“Treasury Shares”, “Management Board Resolution”].
Below, the Company provides information on the key principles for carrying out the Treasury Share buyback set out in the Management Board Resolution:
1. The Treasury Shares will be acquired through an investment firm in an off-session transaction or transactions, carried out by way of a public invitation to all Company shareholders to submit offers to sell Treasury Shares [“Offer”] [“Invitation”], which in no event will constitute: [i] a public tender offer to subscribe for the sale or exchange of shares referred to in Art. 72a et seq. of the Act of 29 July 2005 on Public Offering and the Conditions Governing the Introduction of Financial Instruments to Organised Trading and on Public Companies [“Act on Public Offering”], or [ii] an offer within the meaning of Art. 66 of the Act of 23 April 1964 – Civil Code;
2. the total number of Treasury Shares to be acquired by the Company as a result of announcing the Invitation will not exceed 50,000 [fifty thousand];
3. if the number of Treasury Shares offered by shareholders for acquisition by the Company in response to the Invitation is higher than the total number of Treasury Shares specified by the Company in the announced Invitation, the Management Board will make a pro rata reduction of the Offers, rounding any fractional number of Treasury Shares down to the nearest whole number, so that the total number of Treasury Shares equals the maximum number of Treasury Shares designated for acquisition by the Company as a result of the announced Invitation and specified by the Company in the announced Invitation, while observing the principle of equal treatment of all shareholders. Treasury Shares remaining after applying the above rounding [i.e. Treasury Shares in a number equal to the difference between the maximum number of Treasury Shares specified by the Company in the announced Invitation and the total number of Treasury Shares covered by the reduced and rounded Offers] will be allocated one at a time, successively, starting with the largest Offers and proceeding to the smallest, until all Treasury Shares are allocated in a number equal to the maximum number of Treasury Shares designated for acquisition by the Company as a result of the announced Invitation as specified in the Invitation;
4. the price at which the Treasury Shares will be acquired is PLN 200.00 [two hundred 00/100] per Treasury Share and was determined taking into account the conditions set out in the Authorising Resolution;
5. the total amount allocated by the Company for payment for the Treasury Shares being acquired, including the costs of their acquisition, will not exceed PLN 10,000,000.00 [ten million 00/100];
6. the Treasury Shares will be acquired from shareholders for consideration paid from funds originating from the reserve capital created specifically for this purpose pursuant to the Authorising Resolution, i.e. exclusively from the amount which, pursuant to Art. 348 § 1 of the Commercial Companies Code, may be allocated for distribution among shareholders, amounting to PLN 10,000,000.00 [ten million 00/100];
7. pursuant to the Authorising Resolution, the Treasury Shares may be used by the Company for cancellation, further resale to third parties, financing the consideration for transactions involving the acquisition of other entities by the Company or its subsidiaries, or may be offered by the Company under an incentive programme already in force at the Company or a subsequent incentive programme that may be established by the Company pursuant to a separate resolution of the Company’s General Meeting;
8. the Treasury Share buyback will be carried out according to the following schedule:
a] date of announcement of the Invitation: 6 November 2025,
b] date of commencement of acceptance of Offers from shareholders: 10 November 2025,
c] date of completion of acceptance of Offers from shareholders: 24 November 2025,
d] expected date of acquisition of the Treasury Shares by the Company: 27 November 2025;
9. the Treasury Shares acquired by the Company will be fully paid up;
10. the Treasury Shares acquired by the Company must be fully transferable and free from encumbrances, including in particular: ordinary, tax, registered or financial pledges, seizure in enforcement proceedings, options, pre-emption rights or other priority rights, or any other right, encumbrance or restriction established in favour of third parties, whether in rem or contractual;
11. the Management Board, at its sole discretion and acting in the Company’s interest, may at any time terminate the acquisition of Treasury Shares or withdraw from the acquisition of Treasury Shares in whole or in part.
Accordingly, attached to this current report the Management Board provides the Invitation, which sets out the detailed conditions, dates and rules for carrying out the Treasury Share acquisition transaction, in particular the conditions and deadlines for shareholders to submit Offers, as well as the rules and conditions for settlement of the Treasury Share acquisition transaction.