Current report 15/2025 [ENG]

Commencement of the accelerated book-building processas part of the public offering of new series E bearer shares of the Company. Adoptionof a resolution to increase the share capital within the limits of theauthorized capital. Conclusion of the placement agreement.

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‍Content of the report:                                                                                                              

THISCURRENT REPORT AND THE INFORMATION CONTAINED THEREIN ARE SUBJECT TORESTRICTIONS AND ARE NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTIONOR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE TERRITORYOF THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OROTHER COUNTRIES WHERE SUCH PUBLICATION, ADVERTISEMENT, DISTRIBUTION ORTRANSMISSION WOULD BE UNLAWFUL. THIS MATERIAL IS FOR INFORMATIONAL PURPOSESONLY AND DOES NOT CONSTITUTE AN INVITATION OR OFFER OF SECURITIES IN ANYJURISDICTION.

PLEASEREFER TO THE LEGAL DISCLAIMERS AT THE END OF THIS CURRENT REPORT.

The Management Board of cyber_FolksS.A. with its registered office in Poznań ("Issuer"; "Company")announces that on September 8, 2025, the Company entered into a placementagreement ("Placement Agreement") with mBank S.A. – Biuro Maklerskieand Wood & Company Financial Services, a.s. S.A., Branch in Poland (hereinaftercollectively referred to as the "Offer Managers") and on thecommencement of the process of book-building for no more than 1,134,400 (onemillion one hundred thirty-four thousand four hundred) series E ordinary bearershares ("Series E Shares"), which will be issued by the Company througha private subscription ("Offering").

The Offering is conducted on thebasis of Resolution No. 1 of the Company's Management Board on increasing theCompany's share capital within the limits of the authorized capital through theissue of new series E ordinary bearer shares, excluding in full the preemptiverights of existing shareholders, dematerialization, and applying for admissionand introduction of series E shares and rights to series E shares to trading onthe regulated market operated by the Warsaw Stock Exchange, and amendments tothe Company's Articles of Association ("Resolution").

Pursuant to the Resolution, theCompany's share capital will be increased from PLN 283,600 (two hundredeighty-three thousand six hundred) zlotys to an amount not less than PLN283,600.02 (two hundred eighty-three thousand six hundred 02/00) and not morethan PLN 306,288 (three hundred and six thousand two hundred and eighty-eight)zlotys, i.e. by an amount not less than PLN 0.02 (two groszy) and not more thanPLN 22,688 (twenty-two thousand six hundred and eighty-eight) zlotys throughthe issue of not less than 1 (one) and no more than 1,134,400 Series E Shares.In addition, the Issuer's Management Board announces that on September 8, 2025,the Company's Supervisory Board adopted a resolution approving the deprivationof existing shareholders of all their preemptive rights to Series EShares.  

The Company plans to use theproceeds from the issue of Series E Shares to finance M&A transactions tobe carried out by the Company or another entity from the Issuer's group.Currently, the Issuer's group has identified 5 potential acquisition targetswith a unit transaction value ranging from approximately EUR 15 million toapproximately EUR 150 million. The Issuer's group plans to carry out one ormore M&A transactions in the next 12 months, which will be financedentirely with proceeds from the share issue or with partial use of debtfinancing.

The Offering, the admission ofSeries E Shares and, if the relevant regulatory requirements are met, therights to Series E Shares ("PDA") to trading on the regulated marketoperated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych wWarszawie S.A. (“WSE”), does not require the Company to publish a prospectus orprepare any other document required by law, such as an offer , or to conduct aregistration process in any other jurisdiction. The process of building thebook of demand for Series E Shares will commence immediately after thepublication of this current report ("Book Building Process") and isscheduled to end on September 9, 2025.

The Bookbuilding Process will beconducted among: (i) qualified investors within the meaning of Regulation (EU)2017/1129 of the European Parliament and of the Council of June 14, 2017 on theprospectus to be published when securities are offered to the public oradmitted to trading on a regulated market, and repealing Directive 2003/71/EC,and (ii) investors who will purchase shares with a total value of at least EUR100,000 per investor ("Eligible Investors").

Series E Shares may only be offered(i) outside the United States of America in transactions conducted outside theUnited States of America, in accordance with the provisions of Regulation Sunder the U.S. Securities Act of 1933, as amended (the "U.S. SecuritiesAct"); (ii) qualified institutional buyers (QIBs) in the United Statesbased on Rule 144A under the U.S. Securities Act; or (iii) pursuant to anotherexemption from registration or in a transaction not subject to suchregistration.

The Offering and the BookbuildingProcess will be conducted through the Offer Managers and will be addressedexclusively to Eligible Investors who are parties to an agreement entitlingthem to accept and transmit orders to purchase and sell financial instrumentswith one of the Offer Managers.

Pursuant to the Resolution,existing shareholders of the Company who, as at the end of September 5, 2025(the "Priority Date"), held shares in the Company representing atleast 0.5% of all shares in the Company's share capital ("PreferredShareholders"), will have priority rights over other Eligible Investors toacquire Series E Shares in a number sufficient to maintain their share in thetotal number of votes at the Company's General Meeting at the level as of thePriority Date ("Priority Right"). In order for a PreferredShareholder to exercise the Priority Right, they must: (a) documenting theirshareholding in the Company as at the Priority Date on the basis of acertificate issued by the investment firm maintaining the securities account ofthe Preferred Shareholder and submitting a declaration of interest in acquiringSeries E Shares by the Priority Shareholder in the Book Building Process, at aprice not lower than the price ultimately determined by the Company'sManagement Board as the issue price; and (b) after the Company's ManagementBoard has decided to make an offer to that entity to subscribe for Series EShares, concluding an agreement with the Company to subscribe for the Series EShares offered to it, at the issue price determined by the Company's ManagementBoard.

After the completion of the BookBuilding Process for Series E Shares, the Company, in consultation with theOffer Managers, will determine: (i) the issue price of Series E Shares and (ii)the total number of Series E Shares that will be the subject of offers tosubscribe for them submitted by the Company to Eligible Investors. In addition,after consulting with the Offer Managers,the Company will determine a list of investors to whom offers to subscribe forSeries E Shares will be made, indicating in particular the number of Series EShares that will be the subject of the offer to subscribe for them made by theCompany (preliminary allocation list). The Company anticipates that theagreements for the subscription of Series E Shares will be concluded by investorsby September 15, 2025 (detailed information on the conclusion of agreements forthe subscription of Series E Shares will be included in the invitation toconclude such an agreement), and cash contributions for Series E Shares will bemade on the dates specified in the agreements for the acquisition of Series EShares. It is expected that Series E Shares should be paid for by September 15,2025, at 3:00 p.m. Polish time. The moment of payment shall be deemed to be themoment when credits the account on which the funds from the issue of Series EShares will be collected. The content of the agreement for the acquisition ofSeries E Shares prepared by the Company is not subject to negotiation.  

Immediatelyafter the closing of the subscription and payment for Series E Shares, theCompany's Management Board will submit an application to the registry court forregistration of the increase in the Company's share capital, and immediatelyafter such registration, the Company's Management Board will take steps toregister the Series E Shares in the depository maintained by Krajowy DepozytPapierów Wartościowych S.A. ("KDPW") and to admit and introduce theSeries E Shares to trading on the regulated market operated by the WSE.

Until theshare capital increase is registered by the registry court, the Company willtake steps to register the PDA with the National Depository for Securities(KDPW) and will apply for their admission and introduction to trading on theregulated market operated by the Warsaw Stock Exchange (subject to meeting thenecessary requirements under the relevant regulations). If Series E Shares areregistered with the KDPW prior to the registration of PDA by the KDPW, theCompany will immediately withdraw the applications concerning PDA submitted tothe KDPW and the WSE, and investors will receive only Series E Shares (withoutPDA).

In addition, the PlacementAgreement contains a lock-up commitment by the Issuer, under which the Issuerhas undertaken not to dispose of the Company's shares without the consent ofthe Offer Managers, including not to issue new shares, for a period from thedate of conclusion of the Placement Agreement until the expiry of 360 days fromthe first day of listing of Series E Shares on the regulated market operated bythe WSE.

LEGAL DISCLAIMER

This current report is forinformational purposes only in the performance of the Company's legaldisclosure obligations and does not serve in any way, directly or indirectly,to promote the offering, issue, and subscription of the Company's new series Eshares (hereinafter "New Issue Shares") and is not promotionalmaterial or advertising within the meaning of Article 22 of EU Regulation2017/1129 (the "Prospectus Regulation") prepared or published by theCompany for the purpose of promoting the New Issue Shares or their subscriptionor encouraging, directly or indirectly, their acquisition. The Company has notyet published any materials intended to promote the New Issue Shares or theirsubscription. This current report does not constitute a prospectus or any othermemorandum or information or offering document. No prospectus will be madeavailable in connection with the matters covered by this current report, andthe preparation of such a prospectus is not required under the ProspectusRegulation. This current report does not contain or constitute an offer to sellor subscribe for securities, an invitation to submit an offer to purchasesecurities, or an incentive/recommendation to purchase securities, including aninvestment recommendation within the meaning of the Market Abuse Regulation(Regulation (EU) No. 596/2014) and Commission Delegated Regulation (EU)2016/958 of March 9, 2016, supplementing the Market Abuse Regulation, and underno circumstances does it constitute a basis for making a decision to purchasethe Company's securities.

The New Issue Shares have not beenand will not be registered, approved or notified in accordance with theprovisions of the Prospectus Regulation or the US Securities Act of 1933, asamended (the "US Securities Act") and may not be offered or soldoutside the Republic of Poland (including in other European Union countries andthe United States of America), unless such an offer or sale could be made in agiven country in accordance with the law, without the need for the Company andits advisors to meet any additional legal requirements. Any investor residingor having its registered office outside the Republic of Poland shouldfamiliarize themselves with the relevant provisions of Polish law and the lawsof other countries that may apply to them in this regard.

This current report is not intended for distribution or use by anyperson or entity in any jurisdiction where such distribution or use would becontrary to local laws or other regulations, or which would create anobligation in terms of authorization, notification, permission, or otherrequirements under applicable law. The distribution of this current report andother related information may be restricted by law, and persons who come intopossession of any document or other information referred to in this materialshould seek information about such restrictions and comply with them. Failureto comply with these restrictions may constitute a violation of securities lawsin a given jurisdiction. In some jurisdictions, the dissemination of thiscurrent report may be unlawful.

THIS CURRENTREPORT IS NOT INTENDED FORDISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA(INCLUDING THE DEPENDENT TERRITORIES AND OVERSEAS POSSESSIONS OF THE UNITEDSTATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICAOR ANY OTHER JURISDICTION IN WHICH SUCH ACTION WOULD CONSTITUTE A VIOLATION OFTHE RELEVANT LAWS OF THAT JURISDICTION, AND SUBJECT TO CERTAIN EXCEPTIONS, THECOMPANY'S SHARES MAY NOT BE OFFERED OR SOLD IN SUCH JURISDICTIONS OR TO OR FORTHE ACCOUNT OF CITIZENS OF THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTHAFRICA OR TO PERSONS HAVING THEIR PERMANENT RESIDENCE OR REGISTERED OFFICE INTHESE COUNTRIES.

This current report contains or maycontain certain forward-looking statements relating to the Company's currentexpectations and projections regarding future events. These statements, whichsometimes use words such as "aim," "anticipate,""believe," "intend," "plan,""estimate," "expect," and words of similar meaning, reflectthe beliefs and expectations of the Company's Management Board and involve anumber of risks, uncertainties, and assumptions that may occur in the future,are beyond the Company's control and may cause actual results and achievementsto differ materially from any expected results or achievements expressed orimplied in forward-looking statements. Statements in this current reportregarding past trends or actions should not be considered a statement that suchtrends or actions will continue in the future. The information contained inthis current report is subject to change without notice and, except as requiredby applicable law, the Company is not responsible for and does not undertake topublicly update or revise any forward-looking statements contained herein. Youshould not place undue reliance on forward-looking statements, which reflectonly the beliefs as of the date of publication of this current report. None ofthe statements in this current report constitute or are intended to constitutea forecast or estimate of earnings, nor are they intended to suggest that theCompany's earnings in the current or future fiscal year will match or exceedthe Company's historical or published earnings. In view of the aforementionedrisks, uncertainties, and assumptions, the recipient should not place unduereliance on forward-looking statements as a prediction of actual results orotherwise.

This current report does notconstitute an invitation to underwrite, subscribe for, or otherwise acquire ordispose of any securities in any jurisdiction. This current report does notconstitute a recommendation regarding an investor's decision regarding the NewIssue Shares offering. Each investor or potential investor should conduct itsown research, analysis, and evaluation of the business and data described inthis current report and publicly available information. The price and value ofsecurities may rise or fall. Past performance is not indicative of futureresults.

This current report has beenpublished by the Company, which also bears sole responsibility for it.

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