PCF Group S.A.

M&A Activity • Oct 21, 2025

Report Content The Management Board of MBF Group S.A. with its registered office inWarsaw (the 'Company', 'MBF Group') announces that on 20 October 2025 itsigned two agreements governing the framework for cooperation withFalcons Investment LLC with its registered office in Abu Dhabi (UnitedArab Emirates). According to the documentation received, FalconsInvestment LLC is a registered Limited Liability Company in Abu Dhabi,UAE (trade licence No. CN-1006912, valid until 7 December 2026, issuedby the Abu Dhabi Department of Economic Development).

The first is the Agreement of Non-Circumvention, Non-Disclosure andConfidentiality (NCNDA), which establishes the mutual obligations of theparties in terms of the protection of confidential information,non-circumvention and verification rules (KYC/AML) prior to the transferof any technical, financial or commercial data relating to the Company'sprojects.

The second and key document is the Memorandum of Understanding (MOU),which sets out the framework for a potential investment by FalconsInvestment LLC in technological projects carried out by MBF Group S.A.as part of an industrial and technological consortium. In particular,the cooperation will concern the following projects:

a) IRYDA+ - an unmanned fighter system for combating drones (C-UASinterceptor),

b) MALLARD - an unmanned cargo transport platform (cargo UAV),

- with the possibility of extension to other programmes from theCompany's development portfolio (including ARES, COP2 and industrialtechnologies).

According to the MOU, the investor has been granted a 90-day period toconduct technical, legal and financial due diligence, after which theparties may negotiate and conclude a binding investment or joint ventureagreement. The document provides that the cooperation may include bothequity investment and hybrid instruments (e.g. convertible debt or sharestructures).

The memorandum is non-binding, except for provisions relating toconfidentiality, regulatory compliance and disclosure obligations. Anyactions taken on the basis of the memorandum are subject to Polish law,and any disputes will be settled by the competent court in Warsaw.

The signing of the Memorandum of Understanding with Falcons InvestmentLLC is another step in the process of internationalising the operationsof MBF Group S.A. and developing the advanced unmanned technologysegment. The document opens up the possibility of cooperation with apartner from the Middle East region, with investment experience andaccess to capital markets in the UAE. The company treats this agreementas an important stage in the preparations for the potential acquisitionof financing for the IRYDA+ and MALLARD projects.

The Management Board of MBF Group S.A. emphasises that the documentsconstitute a formal preparatory stage and do not yet create aninvestment commitment, but confirm the investor's interest incooperation in the area of advanced unmanned technologies and C-UASsystems developed by the Company and its industrial partners.