Novavis Group S.A. — M&A Activity 2025

Mar 17, 2025

Report Content Inreference to ESPI reports No. 1/2025 and 2/2025 dated January 10, 2025,and No. 4/2025 dated January 29, 2025, the Management Board of Proguns GroupS.A., headquartered in Warsaw (the Issuer), announces that today the Issuerhas entered into an agreement with Polska Grupa Militarna S.A., headquarteredin Warsaw (PGM), regulating the detailed terms of PGM's acquisition ofthe Issuer's shares.

Underthis agreement, the Issuer has committed to offering PGM the free acquisitionof:

1,340,000Series A subscription warrants, entitling the holder to acquire1,340,000bearer sharesof the Issuer's W1 series at an issue price ofPLN1.50 per share;

2,000,000Series B subscription warrants, entitling the holder to acquire2,000,000bearer sharesof the Issuer's W2 series at an issue price ofPLN2.00 per share;

1,760,000Series C subscription warrants, entitling the holder to acquire1,760,000bearer sharesof the Issuer's W3 series at an issue price ofPLN1.50 per share.

In total,this represents5,100,000 subscription warrants, entitlingthe holder to acquire5,100,000 bearer sharesof the Issuerat a total issue price ofPLN 8,650,000. The offer for the subscriptionwarrants will be submitted byMarch 31, 2025, with the offerfor the free acquisition of Series C subscription warrants to be submittedno later than30 days from the date of registration of the conditionalcapital increaseof the Issuer, made in connection with the plannedissuance of W3 series shares.

Atthe same time,PGM has committed to:

Acquiring5,100,000 subscription warrantswithin14 daysfromthe date of submission of the offer for their free acquisition;

Exercisingthe rights of all subscription warrants, meaning acquiring and payingfor5,100,000 bearer sharesof the Issuer at a total issue priceofPLN 8,650,000, byMarch 31, 2028.

Furthermore,both parties have agreed that in the event of the Issuer issuing any sharesother than those mentioned above,PGM will receive an offer to acquireat least 50.01% of the total number of such new shares, on terms noless favorable than those offered to any other party.

The Issuerindicates that upon execution of the agreement,the Issuer will becomepart of the PGM Capital Group