The Management Board of NanoGroup S.A. has convened an Extraordinary General Meeting (EGM) for 26 August 2026, marking another stage in the implementation of the investment agreement with Auxilius Pharma S.A. and the strategy to build one of Poland’s largest biotechnology groups.

The main item on the agenda will be a resolution to increase the Company’s share capital through the issuance of Series O ordinary bearer shares by way of a public offering, excluding the pre-emptive rights of existing shareholders. The Management Board has proposed an issue price of PLN 4.20 per new share, in accordance with the terms of the investment agreement concluded with Auxilius Pharma in June 2026. The draft resolutions also cover the dematerialisation of the shares, their registration with the National Depository for Securities (KDPW), and their admission to trading on the regulated market operated by the Warsaw Stock Exchange (WSE).

The planned issuance forms part of a transaction structured as a share exchange, without requiring NanoGroup to commit cash. Upon completion, NanoGroup will acquire up to 100% of the shares in Auxilius Pharma S.A., while Auxilius Pharma shareholders will receive newly issued NanoGroup shares.

The transaction terms were established on the basis of fair value assessments of both companies, confirmed by an independent auditor. NanoGroup was valued at PLN 179 million, while Auxilius Pharma was valued at nearly PLN 110 million. The valuation of NanoGroup at PLN 4.20 per share allows for the issuance of up to 26 million new Series O shares.

The integration of Auxilius Pharma is an important element of NanoGroup’s strategy for 2026–2028. Through the transaction, the Group will expand into the Value Added Medicines (VAM) segment, developing medicines based on shorter and more predictable regulatory pathways. At the same time, it will further diversify its project portfolio, gain access to the U.S. market and strengthen its potential to enter into partnering agreements with international pharmaceutical companies.

Key shareholders of Auxilius Pharma and NanoGroup will be subject to lock-up commitments. For the first 12 months following completion of the transaction, they will be prohibited from selling their shares. During the subsequent six months, any sales will be permitted only in a manner designed to limit their impact on the market. This arrangement confirms the shareholders’ long-term commitment to developing the combined Group.

Adoption of the resolutions by the Extraordinary General Meeting will enable NanoGroup to proceed towards finalising the Auxilius Pharma transaction and implementing the next stages of its strategy to build a strong, integrated and diversified biotechnology group.