R22 S.A. — Capital/Financing Update 2026

Jun 1, 2026

Report Content THIS CURRENT REPORT AND THE INFORMATION CONTAINEDHEREIN ARE NOT SUBJECT TO PUBLICATION, RELEASE, DISTRIBUTION ORDISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THEUNITED STATES OF AMERICA OR IN OTHER COUNTRIES WHERE SUCH PUBLICATION,RELEASE, DISTRIBUTION OR DISSEMINATION IS LEGALLY PROHIBITED OR SUBJECTTO RESTRICTIONS. THIS CURRENT REPORT IS FOR INFORMATION PURPOSES ONLYAND IS PUBLISHED IN PERFORMANCE OF THE STATUTORY DISCLOSURE OBLIGATIONINCUMBENT UPON THE COMPANY. PLEASE REFER TO THE LEGAL DISCLAIMER SET OUTAT THE END OF THIS CURRENT REPORT.TheManagement Board of cyber_Folks S.A. with its registered office inPoznań (the "Company") hereby announces that on 1st June 2026, aplacement agreement (the "Placement Agreement") was entered into betweenthe Company and: (i) mBank S.A. with its registered office in Warsaw,(ii) WOOD _ Company Financial Services, a.s. Spółka Akcyjna, Branch inPoland, as Global Coordinator, (iii) Pekao Investment Banking S.A. withits registered office in Warsaw, and (iv) Bank Polska Kasa Opieki S.A. -Biuro Maklerskie Pekao with its registered office in Warsaw (togetherthe "Joint Bookrunners" or the "Managers").ThePlacement Agreement governs the conduct of an accelerated bookbuildingprocess aimed at the sale by the Company of no more than 4,340,405shares in Vercom S.A. with its registered office in Poznań ("Vercom"),representing no more than 19,53% of the share capital and total votingrights in Vercom (the "Sale Shares") (the "ABB"). The final number ofSale Shares as well as the price shall be determined by the ManagementBoard of the Company in agreement with the Managers, based on theresults of the ABB.Assuming the saleof all Sale Shares under the ABB, the Company will hold 6,668,164 sharesin Vercom, representing 30% of the share capital and total voting rightsin Vercom.

The ABB will commence immediately following thepublication of this current report and may be completed at any time. TheCompany reserves the right to modify the terms or timetable of the ABBat any time, as well as to suspend or cancel the ABB at any time.TheCompany's intention is to maintain its status as a strategic investor inVercom and to continue actively supporting Vercom's dynamic growth. TheCompany emphasises that maintaining the target level of involvement at30% of Vercom's share capital will enable the Company to retain itspersonal entitlement to appoint two members of the Supervisory Board ofVercom. The Company believes that this level of shareholding issufficient to preserve its strategic relationship with Vercom and tosupport the continued execution of the Company's business and strategicobjectives associated with Vercom's ongoing development. The proceedsfrom the sale of the Sale Shares will be allocated to financing theCompany's further development, with particular emphasis on theimplementation of acquisition activities.Inorder to conduct the ABB, the Company obtained a release of the SaleShares from registered pledges and financial pledges established assecurity in connection with the loan agreement dated 10 January 2025.Theoffer of the Sale Shares under the ABB does not require the preparation,approval or publication of a prospectus or any other information(offering) document within the meaning of the applicable regulations,including pursuant to Regulation (EU) 2017/1129 of the EuropeanParliament and of the Council of 14 June 2017 on the prospectus to bepublished when securities are offered to the public or admitted totrading on a regulated market, and repealing Directive 2003/71/EC (the"Prospectus Regulation"), as it will be addressed exclusively toselected investors meeting specified criteria, i.e. in Poland andoutside the United States of America pursuant to Regulation S under theU.S. Securities Act of 1933, as amended, and in the United States ofAmerica to Qualified Institutional Buyers within the meaning of and inaccordance with Rule 144A promulgated under the U.S. Securities Act of1933, as amended. The ABB process is addressed exclusively to (i)qualified investors within the meaning of the Prospectus Regulation(including to the extent it forms part of the domestic law of the UnitedKingdom by virtue of the European Union (Withdrawal) Act 2018), or to(ii) investors who acquire securities with a total value of at least EUR100,000 per investor, on account of which (in either case) therequirement to publish a prospectus will not apply, pursuant to Article1(4)(a) and/or Article 1(4)(d) of the Prospectus Regulation.ThePlacement Agreement contains provisions typical of placement agreementsentered into in similar transactions, in particular: (i) conditions forconducting the ABB, including the execution by the parties of a pricingsupplement specifying the final number and price of the Sale Shares;(ii) representations and warranties of the Company in the scope standardfor agreements of this type entered into in transactions similar to theABB; (iii) an indemnification clause releasing the Managers and otherspecified persons from liability and any obligation to perform inrespect of certain claims, liabilities or costs that may be assertedagainst or incurred by the Managers or specified persons in connectionwith the Placement Agreement; and (iv) circumstances in which theManagers may terminate it with effect on all parties, in particular ifany of the Company's representations or warranties are or become untrueor inaccurate, or if market conditions deteriorate materially.Inconnection with the ABB, the Company has undertaken, subject to theexceptions specified in the Placement Agreement, to comply with alock-up restriction of the shares in Vercom held by it following the ABBfor a period of 720 days from the settlement date of the sale of theSale Shares under the ABB.LEGALDISCLAIMERThis current report is forinformation purposes only and is published in performance of theCompany's statutory disclosure obligations required by law. Thiscommunication does not constitute an advertisement within the meaning ofArticle 22 of Regulation (EU) 2017/1129 of the European Parliament andof the Council of 14 June 2017 on the prospectus to be published whensecurities are offered to the public or admitted to trading on aregulated market, and repealing Directive 2003/71/EC (the "ProspectusRegulation").The securitiesreferred to in this communication have not been and will not beregistered under the U.S. Securities Act of 1933, as amended (the "U.S.Securities Act"), and may not be offered or sold in the United States ofAmerica (or to investors who are "U.S. persons" (as defined inRegulation S) or those acting on account of or for the benefit of U.S.persons), or in Australia, Canada or Japan, or in any other jurisdictionwhere such offer or sale would be unlawful, except in an offer directedto Qualified Institutional Buyers in accordance with Rule 144Apromulgated under the U.S. Securities Act, pursuant to another exemptionfrom the registration requirement, or in a transaction not subject tothe registration requirement under the U.S. Securities Act.Thiscommunication and any part thereof is not intended for distribution,directly or indirectly, to or in Australia, Canada, Japan, the Republicof South Africa or any other jurisdiction where such distribution,publication or use would be subject to restrictions or would be unlawful.Thesecurities referred to in this communication will not be offered topersons subject to sanctions imposed or enforced by the government ofthe United States of America (including the Office of Foreign AssetsControl of the U.S. Department of the Treasury or the U.S. Department ofState), the United Nations Security Council, the European Union, theMinister of Internal Affairs and Administration, or other competentsanctions authorities ("Sanctions"), including the Sale Shares will notbe offered to persons domiciled or resident in any country, region orterritory subject to Sanctions, including but not limited to the Crimearegion of Ukraine, the so-called Donetsk People's Republic, theso-called Luhansk People's Republic, Cuba, Iran, North Korea, Myanmar,Syria, Sudan, South Sudan, Russia and Belarus, including as arising fromthe provisions of Council Regulation (EU) No 833/2014 of 31 July 2014concerning restrictive measures in view of Russia's actionsdestabilising the situation in Ukraine (as amended), and CouncilRegulation (EC) No 765/2006 of 18 May 2006 concerning restrictivemeasures in respect of President Alexander Lukashenko and certainofficials of Belarus (as amended).Thiscommunication (and the information contained herein) does not contain orconstitute an offer to sell securities, an invitation to make an offerto acquire securities, or an inducement or recommendation to acquiresecurities, and shall not in any circumstances constitute a basis formaking a decision to acquire securities. No action has been taken thatwould permit the offering of securities or the possession ordistribution of this communication in any jurisdiction where action forthat purpose would be required. This current report does not constitutea recommendation regarding an investor's decision with respect to thetransaction referred to in this communication.Noneof the Managers, their affiliates, or any of their respective directors,officers, employees, advisers or agents accepts any responsibility ormakes any representation or warranty, express or implied, as to thetruth, accuracy or completeness of the information contained in thiscommunication.This current report isnot intended for dissemination or use by any person or entity in anyjurisdiction where such dissemination or use would be contrary to locallaws or other regulations, or which would create any authorisation,notification, permission or other requirement arising from applicablelaw. The distribution of this current report and other relatedinformation may be restricted by law, and persons who come intopossession of any document or other information referred to in thiscurrent report should inform themselves about, and observe, any suchrestrictions. Failure to comply with those restrictions may constitute aviolation of securities laws in a given jurisdiction. In somejurisdictions the distribution of this current report may be unlawful.THISCURRENT REPORT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLEOR IN PART, IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIESAND POSSESSIONS, AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPANOR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH ACTION WOULDCONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION,SUBJECT TO CERTAIN EXCEPTIONS. THE SHARES MAY NOT BE OFFERED OR SOLD INSUCH JURISDICTIONS OR TO OR FOR THE ACCOUNT OF CITIZENS OF THE UNITEDSTATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR PERSONS HAVING THEIRHABITUAL RESIDENCE OR REGISTERED OFFICE IN THOSE COUNTRIES.Eachinvestor domiciled or having its registered office outside the Republicof Poland should familiarise itself with the relevant provisions ofPolish law and the laws of other countries that may apply to it in thisregard. Each investor or prospective investor should conduct its owninvestigation, analysis and assessment of publicly availableinformation. This report does not identify or suggest risks that may beassociated with an investment in the securities referred to in thiscommunication.