Sanwil Holding S.A.

Delisting Announcement • Jul 29, 2025

Current report no. 12/2025

dated 29 July 2025

SELL-OUT NOTIFICATION

Kernel Holding S.A., a Luxembourg-registered company (the "Company"), hereby informs that it has received a notification from Namsen Limited, the majority shareholder of the Company, which currently holds 278,947,016 shares, representing 95.06% of the total voting rights, about the initiation of the sell-out procedure. The respective notification is attached to this report below. The KPMG valuation report is available on the Company's website under the following link: https://www.kernel.ua/wp-content/uploads/2025/07/Kernel-Holding-Valuation-Report-01072025.pdf.

Legal grounds: Art. 17 of REGULATION (EU) No 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC and Article 5 of the Luxembourg law of 21 July 2012 on mandatory squeeze-out and sell-out of securities of companies currently admitted or previously admitted to trading on a regulated market or having been offered to the public.

Signatures of individuals authorized to represent the Company:

Anastasiia Usachova

Sergiy Volkov

To:

Members of the Board of Directors of Kernel Holding S.A.

8A, Boulevard Joseph II,

L-1840 Luxembourg

Grand Duchy of Luxembourg

Larnaca, Cyprus, 29 July 2025

Dear Sirs.

We, Namsen Limited ("Namsen" or "we"), are writing to you in our capacity as the majority shareholder of Kernel Holding S.A. (the "Company"). We currently hold 278,947,016 shares with voting rights attached (including 62,947,016 shares with ISIN code LU0327357389 and 216,000,000 registered shares), representing 95.06% of total voting rights, and being a majority shareholder of the Company within the meaning of the Luxembourg Law of 21 July 2012 on mandatory squeeze-out and sell-out of securities of companies currently admitted to trading on a regulated market or having been offered to the public and amending the law of 23 December 1998 establishing a financial sector supervisory commission (the "Squeeze-Out / Sell-Out Law").

On 28 April 2025, Namsen received a notfication via a registered letter from a minority shareholder expressing their intention to exercise their sell-out rights and initiate the sell-out procedure.

Following this initiation by the minority shareholder, we hereby inform the following key details:

• · Proposed Sell-Out Price: The proposed price for the Company's ordinary shares under this sell-out procedure is 19.45 PLN (Polish Złoty) per share.
• · Valuation Report: A valuation report, prepared by KPMG Tax and Advisory S.a r.l., supporting the proposed sell-out price, has been made available by Namsen and is attached to this letter.

We also confirm to you that the above-mentioned information, including the proposed sell-out price and the valuation report, has been communicated to the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg.

Please find the additional information on the page #2.

Kind regards,

Namsen Limited

Alla Olenchenko

Oleh Shevchenko

Important Notice

This notice relates to the mandatory sell-out requested by at least one holder of remaining securities (i.e. shares) of Kennel Holding S.A. pursuant to Added of email of emaining securities (i.e. shares) of selection of a param to Ance's (1 ) or me law it 21 July 2012 on mandator squeeze-out and eel-out of
seeundes of companies currenty admitted to previously admitted to trading offered to the public (the "Squeeze-Out / Sell-Out Law" or the "Law" or the "Law").

The shares of Kernel Holding S.A. (LU0327357389) are admitted to trading on the regulated market of the Warsaw

Pursuant to Article 5 (5) of the Squeeze-Out / Sell-Out Law:

The holder(s) of remaining securities that exercised the right of mandatory sell-out, as well of remaining obothics that wishes to present his her securities to the las any other he sany other h
of remaining securities that wishes to present his/her securities to the proposed price for the mandatory sell-out. the

• All the holders of remaining securities that oppose the price proposed for the mandatory sell-out are required
  to take part in the mandatory sell-out to take part in the mandatory sell-out.
• The deadline to file an opposition is one month as from the date on which the proposed price public in accordance with Article 5 (4) of the Law. was made
• The opposition, setting out the reasons thereof, shall be made by registered letter with receipt sent to the OSSF and within the date on which in accordance with Article 5 (4) of the Law. A copy of the letter shall be sent within the same time period via registered letter with acknowledgement of receipt to the letter shall be sent within the same time period via
  acknowledgement of receipt to the majority shareholder and to the company concerned.

Pursuant to Article 5 (7) of the Law, the holders of securities that nave need to see on and the law at the latest of (r the ear, the rolers of securities from the may present her rear their sell-out.
at the latest on the final payment date referred to in Aricle 5 (6) of the mandatory sell-out at he fair cleiled to in Anticle of (o) of the Law, may present their securites for the that the CSSF decides upon. This context of the mandatory sell-out within a time period of securities that period shall not be shorter than one month no longer than six moding. A hold
of securities that presents his/her securities to the mandatory sell-out shold

A holder of securities that has not exercised his/her right of mandatory sell-out nor presented his/her securities to the mandatory sell-out shall not take part in the mandatory sell-out

Pursuant to Article 5 (8) of the Law, the majority shareholder, to whom the information relating to the execuse of the right of mandatory sell-out is addressed, may exercise hisher schools relaing to the execise of the execise of the execise of the execise of the fair price of the fair price the fair price by the career infor of mandatory squeeze-out is execused before the bublication of
by the CSSF. the mandatory sell-out of mandatory squeeze-out is exercised be by the SSF, the mandatory sell-out and the relevant procedure become defore the processes of

For further information about their rights and obligations, the holder(s) of remaining securities of Kernel that exercised the right of mandator sell-out only other holder of remaining securties of Kernel hat execused Squeeze-Out / Sell-Out Law, in paticular Article 5 thereof, and/or with their legal advisers.