Report 20/2026 - Management Board's Response to the Majority Shareholder's Request for Information

The Management Board of Mostostal Warszawa S.A., with its registered office in Warsaw (the “Company”), hereby announces that on May 12 of this year, it received a request pursuant to Art. § 6 CCC  for information from Acciona Construcción Polonia S.L., the Company’s majority shareholder (the Company’s parent entity—holding 62.13% of the total number of votes at the General Meeting).

The requester, with reference to:

1. the Company’s current report No. 14/2026 dated April 17, 2026, which disclosed a projected capital requirement ranging from PLN 425 million to PLN 570 million, resulting from the anticipated financial effects of recent contract terminations and the estimated financial results disclosed in Current Report No. 7/2026 dated March 30, 2026,
2. draft resolutions prepared by the Management Board, published in Current Report No. 17/2026 dated April 29, 2026, concerning an increase in the Company’s share capital, pursuant to which the Management Board anticipates that the issuance of new shares to meet the aforementioned capital needs may take place at par value, and
3. draft resolutions submitted on May 5, 2026, by the PZU “Złota Jesień” Open Pension Fund, with its registered office in Warsaw, published in Current Report No. 18/2026 dated May 5, 2026, providing for a minimum issue price of PLN 6.50 per share,

has requested that the Company’s Management Board immediately provide comprehensive answers to the following questions, which will enable a thorough analysis of the materials provided by the Company prior to the General Meeting of Shareholders:

1. A detailed breakdown and justification of the expected financing amounts ranging from PLN 425 million to PLN 570 million. What accounts for the difference of PLN 145 million?

2. What assumptions regarding debt repayment (timing, amount) and the collectability of receivables have been adopted?

3. A detailed account of the status of discussions with banks regarding refinancing or obtaining additional financing—which institutions were approached, what terms were obtained, which banks refused, and for what reasons?

4. Has the Management Board analyzed the alternative of initiating composition proceedings (ordinary or accelerated) in accordance with the Restructuring Law? What are the comparative outcomes for the Company, creditors, and shareholders in the three scenarios: (a) capital increase, (b) composition proceedings, (c) other.

In response to the shareholder’s request, the Management Board provide the following information:

Ad 1.

The primary drivers of the projected cash consumption are: (i) the consequences of the termination of the contract for the modernization of the ESP Porąbka-Żar processing facility and the contract for the design and construction of the S19 Domaradz – Iskrzynia expressway, and (ii) the continuation of the contract for the design and construction of the S19 expressway Rzeszów Południe–Babica under the current conditions and (iii) potential not renewal of current financial facilities, and additional PLN 145 million have been estimated for funding needs in a downside scenario for the S19 Rzeszów Południe - Babica project. This scenario explains the principal difference between the lower and upper end of the PLN 425-570 million range expected financing by management board.

Ad 2.

Linder the current cash flow projections, additional funding is required from July in order to continue normal operations. No repayment of any loans existing as of 31.12.25 has been assumed in these projections; the only debt reflected is the short-term bridge loan granted by Acciona Construcción S.A. (the Company’s parent company—holding 62.13% of the total votes at the General Meeting), as reported by the Issuer in Current Report No. 2/2026 on January 23, 2026, to cover the execution of performance bond executed in connection with the termination of the contract for the construction of the ESP Porąbka-Żar  until the capital increase is completed.

In relation to the participative loan, which is considered in the stand alone financial statements as equity, as such repayment will depend on the financial overview and assets of the Company, the repayment will therefore occur only when consistent with its long term financial stability. Accordingly, such loans have not been taken into consideration in the needs of funds.

The Company has a number of claims pending, as described in the report on its operations for 2025, which arise from contractual rights and general legal provisions associated with variations, costs attributable to customers and other project-specific circumstances. These claims are currently at different stages of negotiation or dispute resolution. Management considers that these claims are supported by contractual and legal grounds, with partial collection expected starting from the second half of 2027.

Any claims arising from the recently terminated contracts as stated above, are not expected to be collected until the relevant court or arbitration proceedings are resolved and therefore would be collected in subsequent years.

Ad 3.

To date, the Company has contacted 10 financial institutions, of which 7 are institutions with which MW currently maintains open guarantee lines and/or financing facilities, and 3 are institutions that were approached to provide new lines to MW.

From the first group 5 financial institutions have declined to increase the limits of the existing facilities and have indicated that they will either maintain or cancel the current limits pending the outcome of the capital increase, and 2 of them have already informed that they freeze their limits until they can assure the final result of the capital increase process. If the capital increase is not completed, the risk of cancellation of the existing lines is considered high.

The second group has declined to provide new lines until MW resolves its current liquidity and equity situation.

Management Board expects that, in the medium term, only if the current financial issues are resolved with a capital increase, the Company may be able to gradually obtain debt financing from unrelated third parties

Ad 4.

The Management Board’s objective - subject to shareholder approval - is to ensure business continuity, primarily through a capital increase that would provide the Company with sufficient liquidity and equity to continue operations, ln the event the capital increase is not approved or other alternative funding is not provided as per explained above, the Management Board might propose a Restructuring process if applicable.

Scenario (a) - Capital increase: if shareholders approve and subscribe for the shares newly issued, shareholders would be required to inject additional funds and may recover that investment over the medium to long term; The Management Board anticipates creditors would not be expected to be adversely impacted.

Scenario (b) - Composition proceedings / restructuring: both shareholders and creditors could be impacted depending on the terms agreed with creditors and the resulting financing structure; at this stage, the expected outcome remains uncertain.

Scenario (c) - Other alternatives: other options (if any) would need to be assessed against the above scenarios once defined and quantified.

The above information is based on available data, and estimated scenarios and assumptions, which reflect the current views and expectations of the Management Board of the Company as of the date hereof. Nothing contained in this memorandum constitutes an admission of liability or a waiver of any rights, claims or legal positions of the Company in any current, pending or future negotiations, proceedings or disputes. Ali rights of the Company are expressly reserved.