Conclusion of a preliminary conditional investment agreement regarding the purchase of shares in PROMA sp. z o.o. based in Zawadzkie

Legal basis: Art. 17 Clause 1 MAR - confidential information.
 
CONTENT OF THE REPORT:
With reference to the current report No. 13/2025 of 19 August 2025, the Management Board of IZOSTAL S.A. (the “Company”) hereby announces the signing on 19 August 2025 of a preliminary conditional investment agreement (the “Investment Agreement”), the parties to which are the Company and Zbigniew Kania, Krzysztof Konopka and Marcin Konopka, who are partners (the “Partners”) (the “Parties”) of PROMA Sp. z o.o. based in Zawadzkie (“PROMA”).
 
The subject of the Investment Agreement is the obligation of the Parties to conclude the final agreements for the sale by the Partners to the Company of all shares in PROMA (the “Transaction”). The Transaction is conditional upon the prior adoption by the Supervisory Board of a resolution on giving consent to the Transaction and obtaining the unconditional consent of the President of the Office of Competition and Consumer Protection for the Company to take over control of PROMA. Pursuant to the provisions of the Investment Agreement, if the indicated conditions are met and the final agreements are concluded, the dispositive effect of the final agreements in the form of transfer of ownership of the shares in PROMA to the Company will take place on 2 January 2026.
 
The Parties agreed that the price for the shares in PROMA in the total amount of PLN 23,300,000 (the “Price”) will be paid by the Company in parts, as follows: 35% of the Price will be paid within 7 days from the date of conclusion of the final agreements, and 65% of the Price will be paid in 9 instalments, payable by the 10th day of each calendar month, starting from the month following the month of conclusion of the final agreements.
 
The Company will inform about subsequent stages of the implementation of the Investment Agreement, including the fulfilment or non-fulfilment of the conditions of the Transaction, in separate current reports.
 
PROMA specialises in applying protective coatings to transmission pipes, mainly glass-resin laminates and fibre-cement coatings. The company offers advanced solutions for protection against mechanical damage and passive corrosion protection, ensuring the durability and strength of pipes in difficult operating conditions. PROMA products are mainly used in the gas, water, sewage and petrochemical industries.

SIGNATURES OF PERSONS REPRESENTING THE COMPANY:
Management Board President, Marek Mazurek  2025-08-19
Management Board Vice President, Michał Pietrek  2025-08-19
 
INFORMATION ON THE ENTITY:
Full name of the issuer: IZOSTAL SPÓŁKA AKCYJNA
Abbreviated name of the issuer:  IZOSTAL S.A
Sector based on the classification of Warsaw Stock Exchange:  Other industry
Address: 47-113 Kolonowskie  Opolska 29
Telephone: (77) 405 65 00
Fax: (77) 405 65 01
e-mail:info@izostal.com.pl
www.izostal.com.pl
VAT No. [NIP]:756-00-10-641
Statistical No. [REGON]: 530884678