Mandatory sell-out proceedings in relation to the shares of Kernel Holding S.A. (ISIN LU0327357389)

This press release relates to the mandatory sell-out proceedings requested by at least one minority shareholder of Kernel Holding S.A. (the “Company”), a public company with registered office in Luxembourg, registered with the Trade and Companies Register under the number B109173.

The proceedings are governed by Article 5 of the Law of 21 July 2012 on mandatory squeeze-out and sell-out of securities of companies currently admitted or previously admitted to trading on a regulated market or having been offered to the public (hereafter, the “Squeeze-Out/Sell-Out Law”).

The shares of the Company are admitted to trading on the regulated market of the Warsaw Stock Exchange (LU0327357389).

It is reminded that:

1. Pursuant to a notification dated 28 January 2025 sent to the CSSF and the Company further to Article 3 of the Squeeze-Out / Sell-Out Law, Namsen Limited is the majority shareholder of the Company (hereafter, the “Majority Shareholder”).

2. During the three-months period referred to in Article 5 (1) of the Squeeze-Out / Sell-Out Law, at least one minority shareholder of the Company requested the mandatory sell-out of the securities held by it pursuant to Article 5 of that law.

3. On 29 July 2025, Namsen Limited published a proposed price of PLN 19.45 per share of the Company together with a valuation report (hereafter, the “First Valuation”) drawn up by the independent expert KPMG Tax and Advisory S.à r.l.

Following oppositions to the proposed price from minority shareholders of the Company and at the request of the CSSF, a second valuation report (hereafter, the “Second Valuation”) was prepared by Grant Thornton Audit & Assurance S.A., appointed by the CSSF as second independent expert on the basis of Article 5(6) of the Squeeze-Out/Sell-Out Law out of a sample of five candidates proposed by the Company.

The two valuations can be accessed through the homepage of the Warsaw Stock Exchange.

First Valuation:
Sell-Out Notification

Second Valuation :
Update on the Mandatory Sell-Out Proceeding

Based on its analysis of the two valuation reports and for the purposes of determining the fair price of the shares of the Company in the mandatory sell-out proceedings, the CSSF more particularly considered that:

i. The reference date of both valuation reports is 28 May 2025.

ii. Each of the two valuation reports applies objective and adequate methods applying to asset disposals.

iii. The two valuation reports reach close conclusions on the fair price of the shares of the Company.

vi. The Second Valuation reaches its conclusions on the fair price of the shares of the Company on the basis of both intrinsic and extrinsic valuation methods.

For those reasons, the CSSF decided, based on Article 5(6) of the Squeeze-Out/Sell-Out Law and in light of all the information provided to it within the context of the mandatory sell-out proceedings in relation to the shares of the Company, to set the fair price of the shares of the Company to

PLN 19.93 / share

The Majority Shareholder and the Company have been notified accordingly by the CSSF.

Information on the final date and payment conditions will be published and communicated by the Majority Shareholder and the Company in accordance with Article 5(6) of the Squeeze-Out/Sell-Out Law.

The CSSF reminds that, pursuant to Article 5(7) of the Squeeze-Out/Sell-Out Law, the holders of securities that have not exercised their right of mandatory sell-out at the latest on the final payment date to be published and communicated by the Majority Shareholder and the Company, may present their securities for the mandatory sell-out at the fair price decided by the CSSF within a time period that has been fixed by the CSSF to six months as from the decision of the CSSF, i.e. until 29 December 2026.

The CSSF also reminds that:

i. A holder of securities that presents his/her securities to the mandatory sell-out shall present all the securities of the Company s/he is holding.

ii. A holder of securities that has not exercised his/her right of mandatory sell-out nor presented his/her securities to the mandatory sell-out shall not take part in the mandatory sell-out.

Luxembourg, 30 June 2026