On 25 August 2026, NanoGroup shareholders representing a total of 35.84% of the total voting rights entered into an agreement to vote in concert at the Company’s Extraordinary General Meeting (EGM), convened for 26 August 2026.

The agreement was concluded between Tomasz Ciach, eCapital sp. z o.o., Wesołowski Family Foundation, 5M Square sp. z o.o., R&D Property sp. z o.o., Top Consulting S.A., Falasarna S.à r.l., Robert Dziubłowski, Michał Lach and Top Growth Equities Limited.

The parties to the agreement collectively hold 15,282,206 shares in NanoGroup S.A., representing 35.84% of the share capital and 35.84% of the total voting rights. They have therefore exceeded the threshold of one-third of the total voting rights. The agreement did not involve any change in the individual shareholdings of any of the parties.

The agreement provides for coordinated voting at the Extraordinary General Meeting (EGM), particularly on the issue of NanoGroup shares at a price of PLN 4.20 per share, as part of the planned integration of Auxilius Pharma S.A. into the NanoGroup biotechnology group.

A Significant Signal Ahead of the Extraordinary General Meeting

The agreement among shareholders collectively holding 35.84% of the voting rights sends a significant signal ahead of the Extraordinary General Meeting and demonstrates the level of support for the Group’s strategic direction, of which the transaction with Auxilius Pharma S.A. is one of the first components.

The parties have declared that they will vote in concert on the resolutions scheduled for consideration at the EGM. One of the agenda items is the proposed increase in NanoGroup’s share capital at an issue price of PLN 4.20 per share. Adoption of the resolution will enable the next stages of the planned integration of Auxilius Pharma into the Group to proceed in accordance with the previously concluded investment agreement.

“The agreement among shareholders representing more than 35% of the voting rights is an important signal ahead of the Extraordinary General Meeting. It confirms that a significant portion of our shareholder base supports the direction in which we are developing NanoGroup and the implementation of our first major consolidation project—the integration of Auxilius Pharma. We view this step as an important part of embarking on the consistent execution of our strategy,” said Przemysław Mazurek, President of the Management Board of NanoGroup. said Przemysław Mazurek, President of the Management Board of NanoGroup.

Another Important Stage in the Transaction

NanoGroup’s Extraordinary General Meeting will take place on 26 August 2026. Resolutions relating to the planned integration of Auxilius Pharma into the NanoGroup Group will be among the key items considered at the meeting.

The transaction is being carried out under the previously concluded investment agreement and envisages NanoGroup acquiring up to 100% of Auxilius Pharma’s shares through a share exchange, without any cash payment.

As part of the transaction, NanoGroup is expected to issue up to 26 million new shares, which will be offered to and subsequently subscribed for by Auxilius Pharma shareholders in exchange for their contribution of Auxilius Pharma shares in kind. The exchange ratio has been established based on a NanoGroup share price of PLN 4.20.

Following completion of the transaction, existing NanoGroup shareholders are expected to hold approximately 66% of the combined entity, while Auxilius Pharma shareholders will hold approximately 34%.

The planned integration of Auxilius Pharma S.A. represents the first significant milestone in NanoGroup’s strategy for 2026–2028. The strategy envisages building a large, diversified biotechnology group with an expanding scale of operations and greater potential to develop projects and enter into partnering agreements.

From the Group’s development perspective, integrating Auxilius Pharma S.A. is expected primarily to increase NanoGroup’s scale of operations, expand its portfolio and introduce new sources of potential value. The transaction is intended to extend the Group’s activities into Value Added Medicines, broaden its portfolio with projects that can leverage accelerated regulatory pathways and strengthen its presence in the U.S. market.

At the same time, the share-exchange structure enables consolidation without a cash payment, while allowing the existing shareholders of both companies to participate in the value created by the combined organisation.

In this context, the transaction with Auxilius Pharma S.A. is not merely a standalone investment, but the first significant step towards implementing NanoGroup’s strategy of building value through consolidation in the biotechnology sector.