Information regarding the commencement of the preparation of a request for prosecution in connection with the criminal suspension of the company’s listings.

The Management Board of Investment Friends Capital SE hereby informs that, following a request submitted by a person claiming to be an attorney of the Polish Financial Supervision Authority, whose identity remains unknown, sent to the Warsaw Stock Exchange, the Issuer's listings have been suspended for the third time since 10 November 2021. The current suspension has been in effect since 20 September 2023.

According to the findings made by the Issuer, the persons probably responsible for the suspension of the Company's trading are:

- Dorota Ubysz,

- Arkadiusz Jaskólski and

- Artur Róg

employees of the Office of the Polish Financial Supervision Authority. At the same time, the Issuer informs that, in order to protect the interests of the Company and its shareholders, it has undertaken steps to determine the personal data, residential addresses and assets of the persons involved in the unlawful suspension of trading, with the aim of preparing potential claims for damages against them.

It was their unlawful activity that largely caused the current situation. These are individuals who, by presenting a false state of affairs - possibly using forged documents and acting without proper authorisation - misled members of the Polish Financial Supervision Authority and led to the suspension of the Issuer's trading.

The Management Board also notes that the fact that members of the Polish Financial Supervision Authority received recommendations from their employees and engaged in illegal actions - whether as a result of incompetence or intent - cannot be considered a mitigating circumstance.

The Management Board also plans to submit an appropriate report to the Supreme Audit Office, which has recently been regularly monitoring the criminal activities of the Polish Financial Supervision Authority and has drawn similar conclusions regarding the overall functioning of that institution.

At the same time, in response to shareholders' questions, the Issuer's Management Board presents its position on the matter.

The above requests for suspension of listings do not meet the statutory conditions for suspension and the legal basis cited does not fulfil the criteria indicated by the Polish Financial Supervision Authority in the justification for the suspension.

The official reason for the suspension of the Company's listings, as indicated by the supervisory authority, is the finding that "the listings of the Company's shares takes place under conditions indicating a possible breach of investors' interests."

The Issuer notes that, despite nearly four years having passed since that decision was made, the Polish Financial Supervision Authority has not provided any information, explanation or evidence indicating how investors' interests were allegedly violated, who might have been responsible, or in what way this was supposed to endanger the security of the market.

In the Issuer's opinion, the absence of such information raises serious doubts as to the legitimacy and proportionality of the decision to suspend trading and also highlights the need for the matter to be clarified by the competent authorities.

The only official statements issued by the Polish Financial Supervision Authority in this matter are the following:

https://www.knf.gov.pl/komunikacja/komunikaty?articleId=82738_p_id=18

https://www.knf.gov.pl/komunikacja/komunikaty?articleId=77434_p_id=18

In those statements, the Polish Financial Supervision Authority declares that manipulation took place with respect to the Issuer's shares. The Issuer's Management Board does not rule out that manipulation may indeed have occurred. However, the Board has no knowledge of any specifics in this matter. Furthermore, assuming that manipulation did take place, this does not in any way demonstrate a violation of investors' interests. It is unknown what form the alleged manipulation took or what effect the manipulator intended to achieve.

Moreover, the Management Board notes that in recent years there has been a significant decline in the quality of work carried out by officials of the Polish Financial Supervision Authority. The Board points out that, according to the content of the Authority's public statements, the person allegedly involved in the supposed manipulation is a Member of the Issuer's Management Board, who is simultaneously a Member of the Management Board of Patro Invest OU. The Board emphasises that, despite nearly four years having passed since the suspension of listings, the competent law enforcement authority - the prosecutor's office - has not brought any criminal charges against that person. The Issuer also has no knowledge that any other individual is facing proceedings in connection with the alleged manipulation mentioned in the Authority's announcements.

In the Board's opinion, the analysis of all available facts and circumstances indicates that the Polish Financial Supervision Authority's submission of a notification regarding the alleged manipulation may have been made in breach of the law. The Board believes that this action may constitute an offence under Article 238 of the Polish Penal Code, namely, reporting an offence knowing that no crime has been committed. The Issuer stresses that, in connection with the above, it is preparing appropriate legal action to have this issue clarified by the relevant authorities.

For example, in 2012 the Polish Financial Supervision Authority announced suspicions of manipulation concerning the shares of the company Atlantis:

https://www.knf.gov.pl/knf/pl/komponenty/img/KNF_Atlantis_podejrzenie_m…

At that time, trading in Atlantis shares was suspended from 25 October 2012 to 12 November 2012. Importantly, it took only eight business days for the Authority's officials to prepare the relevant statement. Investors received information explaining the nature of the trading in the issuer's shares and were thus able to make their own investment decisions based on that knowledge.

The Management Board also emphasises that it does not agree with any suspension of share listings on account of manipulation. The role of the Financial Supervision Authority is to inform the market of such irregularities, not to destabilise the capital market by preventing the execution of transactions.

According to the Board, the above difference indicates a change in the level of competence and skill of the the Polish Financial Supervision Authority's officials over the past decade.

The Board does not understand how, in earlier years, the the Polish Financial Supervision Authority's officials, despite having fewer powers, were able to prepare the relevant statement in a relatively short time, whereas today the the Polish Financial Supervision Authority issues vague announcements after more than a year of suspended listings, providing no substantive content.

The announcement of 19 June 2023 contained no meaningful information, while the one dated 14 March 2022 contained very little - mostly restating facts from the company's current reports and citing unconnected legal definitions. Even so, it contained far less information than the 2012 statement. It is also peculiar that preparing the 14 March 2022 announcement took the the Polish Financial Supervision Authority four months, whereas the later one took more than fourteen months. Nevertheless, this does not change the fact that the 2022 notification was also probably unfounded.

A noteworthy example is the case of Elektrociepłownia Będzin S.A., where the Polish Financial Supervision Authority needed only several days to establish the absence of manipulation in the trading of that company's shares. Meanwhile, in the case of Investment Friends Capital SE, similar proceedings have lasted several years without any conclusive findings. Such a stark difference in the time and manner of action suggests unequal treatment of entities by the supervisory authority and may indicate deliberate prolongation of the proceedings.

Regarding the Issuer's current situation, in the opinion of the Company's Management Board, no manipulation has had any impact on its valuation. The last trading price of the Issuer's shares prior to suspension was PLN 0.252, giving a market capitalisation of PLN 26.5 million. The Issuer's equity as of 30 September 2023 amounted to EUR 4.99 million, equivalent to PLN 23.2 million. The price-to-book ratio (P/B) was therefore 1.14. The average for the WIG index stands at 1.563, and for the SWIG80 index at 1.918 (data from stooq.pl). Hence, the Company's valuation cannot be considered unnatural in any way.

The Board further notes that the Company's assets are duly and indisputably established, containing no goodwill, intangible assets, or illiquid shares. Moreover, a company's valuation exceeding a given P/B ratio is by no means a valid ground for suspending listings. If the Polish Financial Supervision Authority believes that the market - whether a given index or company - moves in an undesirable direction, it may issue a statement to that effect but cannot lawfully suspend listings.

The Board would also like to recall the words of the Chairman of the Polish Financial Supervision Authority in an interview for Business Insider: "I understand the indignation of market participants. I believe that phenomena such as insider trading or manipulation, if not eradicated with fire, become a cancer of the capital market." The Board understands that the Polish Financial Supervision Authority wishes to combat manipulation and insider trading; however, it has statutory tools to do so. Violating statutory provisions, committing official offences and impairing the fundamental functions of the capital market are even worse than manipulation itself. While manipulation is committed by entities without public trust, the offence of unlawfully suspending a company's listings and publishing false reasons for it is committed by entities that enjoy public trust and represent the integrity of the capital market.

Importantly, the Issuer's Management Board has repeatedly attempted to contact the Authority to understand the situation, but such attempts have never been successful. The Polish Financial Supervision Authority's officials, aware that they are acting unlawfully, have prevented the Board from accessing information, even though under the Code of Administrative Procedure the company whose trading is suspended should have full access to the case files.

In view of the above, the Board has decided to to submit a report regarding an offence committed by officials of the Authority as well as certain members of the Financial Supervision Commission. While the fact of violation of the law by the above individuals is beyond doubt, determining exactly who was responsible should be the task of law enforcement authorities.

The Board has also undertaken efforts to examine how similar issues are handled in neighbouring countries with the most developed capital markets. To this end, it compared similar situations in Germany, Russia and the United States.

In Germany, a situation comparable to the Polish capital market occurred with the company Wirecard, which in certain respects resembled the domestic company Getback (now: Capitea). Getback was suspended on 16 April 2018 and its listings resumed only on 2 October 2023. Wirecard, which found itself in a similar situation, was suspended for only a few days, and shareholders could freely trade their shares. Trading ceased only upon the company's liquidation 15 months after the accounting scandal broke.

In reference to the Polish Financial Supervision Authority's numerous and unlawful requests to suspend trading due to failure to publish periodic reports (which in itself does not fulfil the statutory criterion of "threat to market security or investors' interests"), the Board points to the example of the Russian company Magnit, which failed to publish its periodic report for 2022 on time (the deadline was 30 April 2023). The Russian regulator did not punish minority investors; it merely moved the company's trading to a lower market tier on 25 May 2023 (equivalent to delisting from prestigious indices). The company eventually published its report on 16 June 2023 without a single day of suspension.

Another example of proper supervisory conduct is the American company Super Micro Computer, which in 2024 failed to publish its annual report on time. The delay lasted from late August 2024 to February 2025 (around six months). Because the American regulator, unlike the Polish one, respects the law and protects investors' interests, the company's listings was not suspended even for a day and transactions proceeded normally throughout that period. Had such a situation occurred in Poland, the Polish Financial Supervision Authority would, contrary to law, have suspended trading and shifted the burden of responsibility for the missing report from the company's management to minority shareholders.

The Management Board of Investment Friends Capital SE also observes that one of the characteristic features of certain officials of the Polish Financial Supervision Authority is their tendency to hide behind "official secrecy" or to use vague phrases and terminology drawn from statutes - such as the Act on Trading in Financial Instruments, the Act on Public Offerings or the Penal Code - in a manner designed to create an illusion of reliability and expertise.

In practice, such actions lead to the creation of unfounded suspicions of crimes that have no basis in fact or evidence. These officials count on the assumption that no one will undertake the effort to verify their claims and that repeated half-truths and speculations will be accepted as the official version.

Subsequently, the same unverified information is passed on to journalists, representatives of public institutions or the general public - in the hope of portraying the Polish Financial Supervision Authority as a competent body acting in the market's interest. In reality, this is merely a propaganda mechanism that undermines trust in state supervisory bodies.

The Management Board notes that with this method of operation - given sufficient determination - the same officials could "prove" that the Earth is flat.

Importantly, in an official statement dated 20 September 2018, published on its website, the Polish Financial Supervision Authority itself emphasised that "all possible cases of family or social relationships between the Authority's employees and persons employed in supervised entities or entities providing them with legal services" are subject to internal management.

Such a statement is an explicit admission that numerous personal, family and social connections exist within the supervisory structures between officials and market participants. This situation raises serious doubts as to the impartiality and objectivity of the Authority's actions.

Accordingly, the question arises whether the Authority's actions are truly undertaken in the interest of the Polish State and its citizens - including Polish investors - or rather in the interest of certain personally connected circles, giving rise to legitimate suspicions of institutional corruption.

As the old saying goes: "If you don't know what it's about, it's about ..........."

The Issuer emphasises that it has never been and is not a client of any law firm personally or socially connected with employees of the Polish Financial Supervision Authority. This makes the long-standing actions of certain officials, which the Company considers discriminatory towards entities listed on the capital market, all the more incomprehensible and harmful.

The Company is also aware of cases where representatives of the Authority deliberately provided false information or misled others to justify previously adopted erroneous decisions.

Such practices have been observed, among others, in cases conducted before courts and prosecutors, including proceedings concerning the company Chemoservis-Dwory. Fortunately, courts recognised the dishonesty of such arguments and the "revelations" presented by officials were met with appropriate scepticism - often even with a smile. As a result, acquittals were issued or the courts refused to convict the accused.

The Management Board was particularly moved by a letter (the Company remains in active contact with harmed shareholders) from one of the shareholders, Mr Kazimierz, who pointed out that even if such manipulations did occur, applying the principle of collective responsibility to thousands of honest shareholders is unjustified. He compared these actions to the darkest pages of history - when entire communities were punished for the acts of individuals. He noted that, just as then, when dozens or hundreds of innocent people were executed for the death of one person, today the Authority deprives thousands of honest citizens of the right to dispose of their assets based on unproven allegations against one or a few individuals.

He also emphasised that the consequences of these decisions are dramatic - investors lose their life savings, fall into depression and some, like his close friend, take their own lives. In his words, the Authority's officials have "blood on their hands" because through their actions they destroy trust in state institutions and cause personal tragedies instead of protecting the market and investors.

The unprecedentedly long suspension of listings particularly affects minority shareholders, who have been deprived of the ability to trade their shares. This concerns about 7 000 investors, and with their families nearly 15 000 people. The Company has received reports of serious health problems, including depression and even suicides among shareholders, resulting from the investment blockade (since off-market sales outside the Warsaw Stock Exchange are practically impossible).

The Issuer's Management Board calls for the immediate termination of the senseless and unlawful suspension of the Issuer's listings and for the prompt resumption of the Company's listings.

At the same time, the Management Board declares that:

- No events have occurred that would require the publication of any information, including inside information and no inside information has been delayed,

- The Issuer is not currently engaged in any negotiations nor are any extraordinary events planned or expected that would give rise to the disclosure of inside information.