Current Report No. 19/2025 – Conclusion of a preliminary conditional share sale agreement

Current Report No. 19/2025 – Conclusion of a preliminary conditional share sale agreement

Legal basis: Art. 17 sec. 1 of MAR - confidential information.

The Management Board of Equinico SE (the "Company") hereby announces that on August 29, 2025, it concluded an agreement with PBI WMB, a limited liability company with its registered office in Sandomierz (the "Buyer”) a preliminary conditional sale agreement for 100% of the company's shares, which will be created as a result of the division of Uniwersim spółka z ograniczoną odpowiedzialnością with its registered office in Modlniczka (“Divided Company”) in accordance with Article 529 § 1 item 4 of the Commercial Companies Code (division by separation), i.e. by transfer to such a company (“Newly established company”) an organizationally and financially separated set of assets (tangible and intangible), currently used to independently – within the organizational structure of the Divided Company – carry out activities in the field of bituminous mass production, conducted within the production plant in Mszczonów, constituting an organized part of the enterprise ("Preliminary agreement"). The preliminary agreement entered into force on the date of its conclusion.

The parties to the Preliminary Agreement have undertaken, under the condition described below, to accede to the final agreement under which the Company will sell to the Buyer 100% of the shares in the Newly Formed Company, against payment by the Buyer to the Company of the price of PLN 30.250.000,00 (thirty million two hundred fifty thousand zlotys) ("thePromised Agreement”), and the indicated price is a preliminary price and will be subject to adjustment after determining the value of the net debt and net working capital of the Newly Formed Company as at the closing date.

The parties will accede to the Final Agreement after fulfilling the condition precedent in the form of an effective division of the Company Being Divided, which shall be understood as registration of the Newly Formed Company in the National Court Register by the relevant registry court by 31 December 2025, with the Company being entitled to unilaterally extend the final deadline for fulfilling the condition until 31 January 2026.

If the condition precedent is fulfilled within the indicated deadlines, the parties undertake to conclude the Final Agreement no later than on the last business day of the month following the month in which the Buyer was notified by the Company of the fulfilment of the condition precedent.

Pursuant to the content of the Preliminary Agreement, immediately after the conclusion of the Preliminary Agreement, the Buyer will pay the Company the amount of PLN 2.500.000 (two million five hundred thousand zlotys) as a deposit towards the sale price of shares in the Newly Formed Company.

The Buyer is entitled to withdraw from the Preliminary Agreement in the event of:

1. a) if, despite the fulfilment of the condition precedent, the Company does not proceed with the closing activities or does not perform all the closing activities that it is obliged to perform;
2. b) The Buyer finds that there has been a material breach of the Company's warranties, which would result in a defective warranty causing damage in a total amount exceeding PLN 1.000.000,00 (one million zlotys).