LAUNCHING THE PROCESS OF SELLING A PART OF THE SHARES IN VERCOM S.A. UNDER AN ACCELERATED BOOKBUILDING PROCESS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, south africa, JAPAN OR ANY OTHER JURISDICTION IN WHICH THIS ANNOUNCEMENT, OFFER OR SALE WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF AN OFFER FOR THE SALE OF, OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES REFERRED TO HEREIN IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THIS ANNOUNCEMENT OR OFFER OR SALE WOULD BE PROHIBITED BY APPLICABLE LAW.

Warsaw, 19 March 2025

LAUNCHING THE PROCESS OF SELLING A PART OF THE SHARES IN VERCOM S.A. UNDER AN ACCELERATED BOOKBUILDING PROCESS

Ignas Rubežius (“Selling Shareholder 1”), Ilma Nausedaite (“Selling Shareholder 2”), [Selling Shareholder 1 and Selling Shareholder 2 became owners of shares in the Company (as defined below) as a result of their recent acquisition from ITEMA Ventures UAB Ad hoc technologijos, UAB (“Selling Shareholder 3”; Selling Shareholder 1, Selling Shareholder 2 and Selling Shareholder 3 hereinafter jointly referred to as the “Selling Shareholders” and each of them individually as a “Selling Shareholder”), hereby announce that they have decided to, immediately following this announcement, launch and conduct an accelerated bookbuilding process under which the Selling Shareholders intend to sell 2,685,500 dematerialised ordinary bearer shares (the “Offer Shares”), in the share capital of Vercom S.A. (the “Company”) (the “Offering”). The Offering will be exclusively targeted at selected investors meeting certain criteria, i.e. institutional (qualified) investors and/or investors who intend to purchase securities for a total amount of at least EUR 100,000 per investor. Therefore, under Article 1 sec. 4a) and 4d) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC the Offering will rely on the exemption from an obligation to publish a prospectus or any other offering/information document. Offering may be conducted in the form of a private placement directed towards selected institutional investors outside of the United States in accordance with Regulation S under the U.S. Securities Act of 1933, as amended, including in the United Kingdom and certain European Union Member States.

The Offer Shares represent approximately 12.08% of the shares in the share capital of the Company and approximately 12.08% of the total voting rights in the Company.

The final number of Offer Shares to be sold in the Offering (the “Sale Shares”) and the sale price of the Sale Shares will be determined and announced as soon as practicable after the closing of the above-mentioned accelerated bookbuilding process. The Selling Shareholders reserve the right to change the terms or timing of the Offering at any time, or to suspend the Offering or cancel the Offering at any time.

Upon the completion of the Offering, and assuming the sale of all of the Offer Shares indicated above, none of the Selling Shareholders will hold shares in the Company's share capital.

Erste Group Bank AG is acting as the Sole Bookrunner, and Erste Securities Polska S.A. is acting as the Polish Offering Agent in relation to the Offering.

In connection with the Offering, in the event that a particular Selling Shareholder fails to sell all of the Offer Shares, each such Selling Shareholder has agreed to a lock-up towards Erste Group Bank AG and Erste Securities Polska S.A., covering its remaining shares in the Company after the Offering for a period starting from the determination of the Sale Price to 90 days after the settlement of the Offering, subject to customary exemptions.

The Offer Shares are listed on a regulated market operated by the Warsaw Stock Exchange, ISIN: PLVRCM000016.

IMPORTANT NOTICE

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSITUTE ANY ADVERTISEMENT WITHIN THE MEANING OF ARTICLE 22 OF THE PROSPECTUS REGULATION.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DOES NOT FORM OR CONSTITUTE AND MAY NOT BE REGARDED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES REFERRED TO HEREIN IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM UNITED STATES REGISTRATION REQUIREMENTS. NO PUBLIC OFFER OF SECURITIES IS TO BE MADE IN THE UNITED STATES, AND NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN, AUSTRALIAN, SOUTH AFRICAN OR JAPANESE SECURITIES LAWS.

THIS ANNOUNCEMENT AND ANY PLACEMENT, IF SUBSEQUENTLY MADE, ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS (1) IN THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF REGULATION (EU) 2017/1129 (THE “PROSPECTUS REGULATION”) OR WHO ACQUIRE THE SECURITIES FOR A TOTAL CONSIDERATION OF AT LEAST EUR 100,000 PER INVESTOR, AND (2) IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE PROVISIONS OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE “ORDER”) OR ARE HIGH NET WORTH ENTITIES FALLING WITHIN THE PROVISIONS OF ARTICLE 49(2)(A) TO (D) OF THE ORDER OR ARE PERSONS TO WHOM AN OFFER OF THE PLACEMENT SHARES MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS THE “RELEVANT PERSONS”), AND NO ONE ELSE CAN TAKE ANY ACTION ON THE BASIS THEREOF.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A PUBLIC OFFERING, OR AN OFFER TO SELL OR TO SUBSCRIBE FOR, OR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE FOR SECURITIES IN ANY JURISDICTION. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE SECURITIES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING ANY SECURITIES.

THE POLISH OFFERING AGENT IS SUBJECT TO THE SUPERVISION OF THE POLISH FINANCIAL SUPERVISION AUTHORITY (KOMISJA NADZORU FINANSOWEGO) WITH ITS HEADQUARTERS IN WARSAW, AT PIĘKNA 20, 00-549 WARSAW, POLAND. IN CONNECTION WITH THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT, THE POLISH OFFERING AGENT IS PROVIDING SERVICES TO THE SELLING SHAREHOLDERS ONLY, AND NOT TO ANY OTHER ENTITIES.

THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS “INTENDS”, “EXPECTS”, “WILL”, OR “MAY”, OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS INCLUDE ALL MATTERS THAT ARE NOT HISTORICAL FACTS AND INCLUDE STATEMENTS REGARDING INTENTIONS, BELIEFS OR CURRENT EXPECTATIONS. NO ASSURANCE CAN BE GIVEN THAT THE EVENTS AND CIRCUMSTANCES DESCRIBED IN THE FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT WILL MATERIALSE. AS A RESULT, NO UNDUE RELIANCE SHOULD BE PLACED ON THESE FORWARD-LOOKING STATEMENTS AS A PREDICTION OF ACTUAL EVENTS OR OTHERWISE.

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