Creotech Instruments launches accelerated bookbuilding to issue up to 650,000 Series M shares

Creotech Instruments (“Creotech” or the “Company”), Poland’s leading space mission integrator listed on the Warsaw Stock Exchange and the largest domestic manufacturer of satellites, satellite systems, and subsystems, has launched an accelerated bookbuilding process (the “Transaction”) to issue up to 650,000 Series M ordinary bearer shares, with the exclusion of pre-emptive rights. The offering will be directed to selected investors outside the United States (in accordance with Regulation S). Bookbuilding will commence immediately and the Company reserves the right to close the Transaction at any time. The results of the Transaction will be announced at the end of the bookbuilding process. The proceeds are intended to support the execution of the Company’s development strategy, particularly in the areas of expanding production capacity, developing new satellite platforms, technological investments, and potential acquisitions and strategic partnerships. In the context of the Transaction, the Company is being supported by cc group as IR and financial advisor, by UniCredit Bank GmbH, Milan Branch, in cooperation with Kepler Cheuvreux, as Lead Global Coordinator, and by J.P. Morgan SE and Trigon Dom Maklerski S.A. together with Trigon Investment Banking Sp. z o.o. & Wspólnicy sp.k. as Joint Global Coordinators. BM PKO Bank Polski S.A. is acting as Joint Bookrunner.

– Creotech Instruments is entering the next stage of its development. Having developed our proprietary technological capabilities and established a proven track record in advanced space projects, our goal is to significantly scale up our operations and become one of the four largest space mission integrators in Europe. The launch of the capital raising process is intended to accelerate the achievement of these ambitions, as we aim to capitalize on the growing demand for independent European satellite solutions and effectively compete for participation in Europe’s largest space programs. Our competitive advantage lies in the combination of proprietary technology, integration expertise, and a growing capability to execute complex space missions – said Grzegorz Brona, President of the Management Board and Chief Executive Officer (CEO).

Creotech Instruments’ strategy envisages leveraging its proprietary HyperSat platform, currently used in the microsatellite segment for satellites weighing up to 100 kg, to expand the product portfolio to include minisatellite and small satellite platforms weighing up to 500 kg. The Company’s objective is to deliver satellites for next-generation European constellations and to strengthen its position among Europe’s leading space systems integrators.

Product development includes the introduction of new satellite platforms with greater mass capacity, including the SWAN platform (above 200 kg) and the EMU platform (up to 500 kg).

A further key element of the strategy is the expansion of production capacity, from the current level of approximately 10 satellites per year to more than 40 annually. Scaling operations under an end-to-end space mission integrator model is intended to position the Company to participate in strategic European space programs, including projects of the European Commission, the IRIS² programme, EOGS, and scientific missions of the European Space Agency (ESA).

The strategy also includes targeted M&A and strategic partnerships and increasing the Company’s presence in international markets.

Series M share issuance

The issuance of Series M, as approved by the Company’s ordinary general meeting on 3 June 2026, shares will be carried out with the exclusion of pre-emptive rights of the Company’s existing shareholders. The Series M shares will be allocated exclusively to investors selected by the Company’s Management Board following a bookbuilding process, provided that such investors are solely qualified investors and/or investors subscribing for shares with an aggregate value of at least EUR 100,000 per investor, outside the US pursuant to Regulation S.

Notwithstanding the exclusion of pre-emptive rights, existing shareholders meeting criteria specified in the issue resolution will be granted a preferential right to subscribe for new shares, to protect such shareholders from dilution of their stake in the Company’s share capital. This right will be granted to shareholders holding – as at the record date of 18 May 2026 for participation in the Ordinary General Meeting – at least 14,272 shares in the Company (approximately 0.5% of the share capital and votes in the Company), on the terms specified in the resolution, allowing them to subscribe for shares in a number proportional to their existing shareholding in the Company’s share capital.

In connection with the Transaction, the Company has entered into a lock-up commitment, pursuant to which it has agreed not to issue, sell, or offer shares for a period of 180 days following the pricing of the Transaction, without the consent of the Lead Global Coordinator and the Joint Global Coordinators, subject to standard exceptions and the possibility of issuing shares and/or other securities entitling to subscribe for shares as the compensation instruments in connection with any merger, acquisition, joint venture or other similar transaction entered into by the Company in line with its strategy.

The proceeds are intended to support the implementation of the Company’s development strategy through 2029 and are expected to be allocated as follows: approximately 40–60% for the development of production infrastructure and expansion of manufacturing capacity; approximately 20–30% to finance research and development activities, particularly the development of technologies and new satellite platforms, approximately 20–30% for potential acquisitions, strategic partnerships, international expansion, and financing of the Company’s ongoing operations.

LEGAL DISCLAIMER

This press release is for information purposes only and is published in connection with the Company’s disclosure obligations to which Creotech Instruments S.A., with its registered office in Piaseczno (the “Company”), is subject as a public company whose shares are admitted to and traded on the regulated market operated by the Warsaw Stock Exchange, and (i) it is not made available for the purpose of directly or indirectly promoting the acquisition or subscription of the Company’s securities or encouraging, directly or indirectly, their acquisition or subscription, and (ii) it does not constitute advertising or promotional material prepared or published by the Company for the purposes of promoting the Company’s securities, their subscription, purchase or offering, or to encourage investors, directly or indirectly, to acquire or subscribe for such securities.

This material does not constitute an advertisement within the meaning of Article 22 of 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 “Prospectus Regulation”).

This material is not intended for distribution or use by any person or entity in any jurisdiction where such distribution or use would be contrary to local law or regulation or would require any authorisation, notification, consent or other requirements under applicable laws. The distribution of this material and related information may be restricted by law, and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In certain jurisdictions, the distribution of this material may be unlawful.

THIS MATERIAL IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL. SUBJECT TO CERTAIN EXCEPTIONS, THE COMPANY’S SHARES MAY NOT BE OFFERED OR SOLD IN SUCH JURISDICTIONS OR TO OR FOR THE ACCOUNT OR BENEFIT OF ANY PERSONS RESIDENT, LOCATED OR ORGANISED IN SUCH JURISDICTIONS, INCLUDING, WITHOUT LIMITATION, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.

This material does not identify or suggest, nor is it intended to identify or suggest, the risks (direct or indirect) that may be associated with an investment in Series M Shares. Any investment decisions regarding the subscription or purchase of Series M Shares in the offering of such shares must be made solely on the basis of publicly available information that has not been independently verified by the Joint Bookrunners (as defined below).

This material does not constitute an investment recommendation within the meaning of Regulation (EU) No 596/2014 on market abuse (the “Market Abuse Regulation”) and Commission Delegated Regulation (EU) 2016/958 of 9 March 2016 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the technical arrangements for objective presentation of investment recommendations or other information recommending or suggesting an investment strategy and for the disclosure of particular interests or indications of conflicts of interest, nor does it constitute legal, tax or financial advice. Potential investors should seek advice from a professional adviser as to whether an investment in the Company’s shares is appropriate for them.

No representation or warranty, express or implied, is made by any of UniCredit Bank GmbH, Milan Branch (acting in cooperation with Kepler Cheuvreux), J.P. Morgan SE, Trigon Dom Maklerski S.A., Trigon Investment Banking Sp. z o.o. & Wspólnicy sp.k. and BM PKO Bank Polski S.A. (collectively, the “Joint Bookrunners”) or any of their respective affiliates, directors, officers, employees, advisers or agents as to the accuracy or completeness or verification of the information contained in this announcement (or whether any information has been omitted therefrom), and nothing contained herein is, or shall be relied upon as, a promise or representation by any of them in this respect, whether as to the past or future. The information in this announcement is subject to change. None of the Joint Bookrunners or any of their respective affiliates, directors, officers, employees, advisers or agents assume any responsibility for its accuracy, completeness, or verification and accordingly they disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement. The Joint Bookrunners and their affiliates are acting exclusively for the Company and no-one else in connection with the potential offering. They will not regard any other person as their respective clients in relation to the potential offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the potential offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

The information contained herein may include forward-looking statements. Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, level of activity or achievements to differ materially from those expressed or implied by such statements. Neither the Company nor any of its advisers, including the Joint Bookrunners, undertake any obligation to update or revise any forward-looking statements contained herein.