Interim report
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 Poznań, 1 September 2026
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand 2 DISCLAIMER This English language version of the consolidated financial statements has been prepared solely for the convenience of English -speaking readers. Despite all efforts to ensure the accuracy of the translation, certain discrepancies, omissions or inaccuracies may occur. In the event of any differences or inconsistencies between the Polish and English versions, the Polish version shall prevail as the official version of the consolidated financial statements. The Company does not accept responsibility for any discrepancies, omissions or inaccuracies resulting from the translation.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand 3 Table of contents Table of contents......................................................................................................................................................... 3 Consolidated statement of profit or loss and other comprehensive income ......................................................... 5 Consolidated statement of financial position ........................................................................................................... 6 Consolidated statement of changes in equity ........................................................................................................... 7 Consolidated statement of cash flows ..................................................................................................................... 10 Notes to the interim condensed consolidated financial statements ..................................................................... 11 1. General information ......................................................................................................................................... 11 1.1. General information on Vercom S.A. and the Vercom Group .....................................................11 1.2. Management Board and Supervisory Board .................................................................................11 1.3. Principal business .........................................................................................................................12 1.4. List of subsidiaries ........................................................................................................................12 1.5. Financial year ...............................................................................................................................13 1.6. Authorisation for issue .................................................................................................................13 2. Basis of preparation of the condensed interim consolidated financial statements ..................................... 13 2.1. Statement of compliance ..............................................................................................................13 2.2. Accounting policies ......................................................................................................................13 2.2.1. Change in the recognition of revenue in 2025 ..............................................................................13 2.2.2. Position regarding new IFRS standards and interpretations .........................................................13 2.3. Going concern ..............................................................................................................................16 2.4. Functional currency and presentation currency ............................................................................16 3. Significant estimates and assumptions ........................................................................................................... 17 4. Operating segments .......................................................................................................................................... 17 5. Revenue .............................................................................................................................................................. 19 6. Operating expenses by nature and function .................................................................................................. 21 7. Impairment losses and loss allowances for assets .......................................................................................... 22 8. Finance income and finance costs ................................................................................................................... 22 9. Income tax ......................................................................................................................................................... 23 10. Property, plant and equipment ....................................................................................................................... 24 11. Right-of-use assets ............................................................................................................................................ 25 12. Intangible assets and goodwill ......................................................................................................................... 25 13. Acquisition of subsidiaries ............................................................................................................................... 26 14. Cash and cash equivalents ............................................................................................................................... 26 15. Other assets ....................................................................................................................................................... 27 16. Share capital ...................................................................................................................................................... 28 17. Treasury shares ................................................................................................................................................. 31 18. Earnings per share ............................................................................................................................................ 31 19. Allocation of profit ............................................................................................................................................ 33 20. Borrowings and lease liabilities ....................................................................................................................... 33 21. Contingent liabilities, bank guarantees and corporate guarantees ............................................................. 35 22. Other liabilities .................................................................................................................................................. 36 23. Financial instruments ....................................................................................................................................... 36 23.1. Classification and measurement of financial instruments ............................................................36 24. Related-party transactions ............................................................................................................................... 38 24.1. Transactions with key management personnel .............................................................................38 24.2. Other related-party transactions....................................................................................................39 25. Share-based incentive scheme ......................................................................................................................... 40 26. Events after the reporting date ........................................................................................................................ 42
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand 4 These interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting , as endorsed by the European Union, in accordance with Article 45.1a –1c of the Polish Accounting Act (Dz.U. of 2026, item 522, as amended) and the secondary legislation issued thereunder, as well as in accordance with the Polish Minister of Finance’s Regulation of 6 June 2025 on current and periodic information to be published by issuers of securities and cond itions for recognition as equivalent of information whose disclosure is required under the laws of a non -member state (Dz.U. of 2025, item 755), and were authorised for issue by the Management Board of the Parent, Vercom S.A ., on 1 September 2026. Members of the Management Board of the Parent, Vercom S.A.: Krzysztof Szyszka, President of the Management Board (signed with qualified electronic signature) Adam Lewkowicz, Vice President of the Management Board (signed with qualified electronic signature) Tomasz Pakulski, Member of the Management Board (signed with qualified electronic signature) Indrė Sizovaitė, Member of the Management Board (signed with qualified electronic signature) Poznań, 1 September 2026
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the notes which form an integral part of these interim condensed consolidated financial statements 5 Consolidated statement of profit or loss and other comprehensive income 6 months 3 months Note 1 January– 30 June 2026 1 January– 30 June 2025 1 April–30 June 2026 1 April–30 June 2025 Continuing operations Revenue 5 255,845 224,832 132,917 114,073 Cost of services sold 6 (113,440) (104,707) (60,306) (52,521) Gross profit 142,405 120,125 72,611 61,552 Distribution costs and marketing expenses 6 (36,750) (31,703) (18,000) (15,589) General and administrative expenses 6 (41,841) (34,995) (20,893) (17,125) Profit on sales 63,814 53,427 33,718 28,838 Other operating income 189 102 40 38 Gain on disposal of non-current non- financial assets 86 (35) 46 1 Other operating expenses (269) (206) (167) (158) Impairment losses on non-current non- financial assets 7 - 26 - 26 Loss allowances for receivables 7 (415) 509 (200) 275 Operating profit 63,405 53,823 33,437 29,018 Finance income 8 788 869 439 (1,264) Finance costs 8 (3,327) (2,726) (1,559) (1,285) Net finance costs (2,539) (1,857) (1,120) (2,549) Profit before tax 60,866 51,966 32,317 26,469 Income tax 9 (9,460) (6,477) (5,088) (3,688) Net profit from continuing operations 51,406 45,489 27,229 22,781 Net profit 51,406 45,489 27,229 22,781 Other comprehensive income Items that may be reclassified to profit or loss Exchange differences on translation of foreign operations 12,941 (38,108) 2,379 (19,183) Other comprehensive income, net 12,941 (38,108) 2,379 (19,183) Total comprehensive income for period 64,347 7,381 29,608 3,598 Operating EBITDA* 70,851 61,549 37,269 32,793 Of which net profit: - attributable to owners of the parent 51,110 45,098 27,161 22,568 - attributable to non-controlling interests 296 391 68 213 Of which comprehensive income: - attributable to owners of the parent 64,051 6,990 29,540 3,385 - attributable to non-controlling interests 296 391 68 213 Earnings per share attributable to owners of the parent (PLN per share) Basic 18 2.32 2.04 1.24 1.02 Diluted 18 2.32 2.03 1.23 1.02 Comprehensive income per share (PLN per share) Basic 2.91 0.32 1.34 0.15 Diluted 2.91 0.32 1.34 0.15 * Operating EBITDA is a non-IFRS measure of operating performance, which is not required under IFRS as adopted by the EU. It is not a standard measure under IFRS as adopted by the EU and therefore may not be comparable with similar measures reported by other entities. The Vercom Group defines Operating EBITDA as operating profit before depreciation, amortisation and impairment losses on non-current non-financial assets.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The consolidated statement of financial position should be read in conjunction with the notes which form an integral part of these interim condensed consolidated financial statements 6 Consolidated statement of financial position As at Note 30 June 2026 31 December 2025 Assets Property, plant and equipment 10 16,769 16,625 Right-of-use assets 11 8,359 7,095 Intangible assets and goodwill 12 425,775 410,071 Loans 173 16 Lease receivables 414 478 Other assets 15 279 150 Deferred tax assets 39 4 Non-current assets 451,808 434,439 Trade receivables 46,872 50,556 Loans 174 344 Lease receivables 182 179 Cash and cash equivalents 14 88,411 105,519 Other assets 15 5,117 4,350 Current assets 140,756 160,948 Total assets 592,564 595,387 Equity and liabilities Share capital 16 444 444 Statutory reserve funds, of which: 348,159 327,365 - share premium 289,062 289,062 - reserve funds from profit allocations 55,564 34,770 - other 3,533 3,533 Capital reserve 29,412 34,651 Treasury shares 17 (24,762) (30,001) Translation reserve (50,481) (63,422) Share-based payment reserve 14,062 11,458 Retained earnings 91,430 121,204 Equity attributable to owners of the parent 408,264 401,699 Non-controlling interests 2,021 1,725 Equity 410,285 403,424 Liabilities Borrowings 20 49,953 54,533 Lease liabilities 20 4,847 4,069 Deferred tax liabilities 14,065 13,305 Other liabilities 22 55 56 Non-current liabilities 68,920 71,963 Borrowings 20 16,235 17,968 Lease liabilities 20 4,681 4,362 Trade payables 43,385 41,335 Contract liabilities 5 37,266 39,694 Income tax payable 3,948 8,860 Employee benefit obligations 1,917 1,788 Other liabilities 22 5,927 5,993 Current liabilities 113,359 120,000 Total liabilities 182,279 191,963 Total equity and liabilities 592,564 595,387
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The consolidated statement of changes in equity should be read in conjunction with the notes which form an integral part of these interim condensed consolidated financial statements 7 Consolidated statement of changes in equity a) For the period 1 January–30 June 2026 Statutory reserve funds, of which: Note Share capital Share premium Reserve funds from profit allocations Other Share- based payment reserve Capital reserve Treasury shares Translation reserve Retained earnings Equity attributable to owners of the parent Equity attributable to non- controlling interests Equity As at 1 January 2026 444 289,062 34,770 3,533 11,458 34,651 (30,001) (63,422) 121,204 401,699 1,725 403,424 Net profit - - - - - - - - 51,110 51,110 296 51,406 Other comprehensive income - - - - - - - 12,941 - 12,941 - 12,941 Comprehensive income for period - - - - - - - 12,941 51,110 64,051 296 64,347 Transactions with owners recognised directly in equity Allocation of profit 19 - - 20,794 - - - - - (20,794) - - - Dividend paid 19 - - - - - - - - (60,090) (60,090) - (60,090) Share-based payment reserve 25 - - - - 2,604 - - - - 2,604 - 2,604 Sale of treasury shares 17 - - - - - (5,239) 5,239 - - - - - Total changes in equity - - 20,794 - 2,604 (5,239) 5,239 12,941 (29,774) 6,565 296 6,861 As at 30 June 2026 444 289,062 55,564 3,533 14,062 29,412 (24,762) (50,481) 91,430 408,264 2,021 410,285 Pursuant to the Polish Commercial Companies Code, retained earnings, statutory reserve funds and capital reserves are subject to legal restrictions on distribution.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The consolidated statement of changes in equity should be read in conjunction with the notes which form an integral part of these interim condensed consolidated financial statements 8 b) For the period 1 January–30 June 2025: Statutory reserve funds, of which: Share capital Share premium Reserve funds from profit allocations Other Share-based payment reserve Capital reserve Treasury shares Translation reserve Retained earnings Equity attributable to owners of the parent Equity attributable to non- controlling interests Equity As at 1 January 2025 (reported) 444 289,162 46,333 3,533 4,004 5,225 (575) (24,464) 96,230 419,892 1,786 421,678 Change in accounting policies - - - - - - - (25) (1,926) (1,951) - (1,951) As at 1 January 2025 (restated) 444 289,162 46,333 3,533 4,004 5,225 (575) (24,489) 94,304 417,941 1,786 419,727 Net profit - - - - - - - - 45,098 45,098 391 45,489 Other comprehensive income - - - - - - - (38,108) - (38,108) - (38,108) Comprehensive income for period - - - - - - - (38,108) 45,098 6,990 391 7,381 Transactions with owners recognised directly in equity Allocation of profit - - 17,972 - - - - - (17,972) - - - Dividend paid - - - - - - - - (44,991) (44,991) - (44,991) Creation of capital reserve - - (29,535) - - 29,535 - - - - - - Sale of treasury shares - - - - - (109) 109 - - - - - Other - - - - - - - - (6) (6) - (6) Total changes in equity - - (11,563) - - 29,426 109 (38,108) (17,871) (38,007) 391 (37,616) As at 30 June 2025 444 289,162 34,770 3,533 4,004 34,651 (466) (62,597) 76,433 379,934 2,177 382,111 Pursuant to the Polish Commercial Companies Code, retained earnings, statutory reserve funds and capital reserves are subject to legal restrictions on distribution.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The consolidated statement of changes in equity should be read in conjunction with the notes which form an integral part of these interim condensed consolidated financial statements 9 c) For the period 1 January−31 December 2025 Statutory reserve funds, of which: Share capital Share premium Reserve funds from profit allocations Other Share-based payment reserve Capital reserve Treasury shares Translation reserve Retained earnings Equity attributable to owners of the parent Equity attributable to non- controlling interests Equity As at 1 January 2025 (reported) 444 289,162 46,333 3,533 4,004 5,225 (575) (24,464) 96,230 419,892 1,786 421,678 Change in accounting policies - - - - - - - (25) (1,926) (1,951) - (1,951) As at 1 January 2025 (restated) 444 289,162 46,333 3,533 4,004 5,225 (575) (24,489) 94,304 417,941 1,786 419,727 Net profit - - - - - - - - 89,866 89,866 1,058 90,924 Other comprehensive income - - - - - - - (38,933) - (38,933) - (38,933) Comprehensive income for period - - - - - - - (38,933) 89,866 50,933 1,058 51,991 Transactions with owners recognised directly in equity Allocation of profit - - 17,972 - - - - - (17,972) - - - Dividend paid - - - - - - - - (44,991) (44,991) (1,120) (46,111) Creation of capital reserve - - (29,535) - - 29,535 - - - - - - Share buyback - (100) - - - - (29,535) - - (29,635) - (29,635) Share-based payment reserve - - - - 7,454 - - - - 7,454 - 7,454 Sale of treasury shares - - - - - (109) 109 - - - - - Other - - - - - - - - (3) (3) 1 (2) Total changes in equity - (100) (11,563) - 7,454 29,426 (29,426) (38,933) 26,900 (16,242) (61) (16,303) As at 31 December 2025 444 289,062 34,770 3,533 11,458 34,651 (30,001) (63,422) 121,204 401,699 1,725 403,424 Pursuant to the Polish Commercial Companies Code, retained earnings, statutory reserve funds and capital reserves are subject to legal restrictions on distribution.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The consolidated statement of cash flows should be read in conjunction with the notes which form an integral part of these interim condensed consolidated financial statements 10 Consolidated statement of cash flows 6 months Note 1 January– 30 June 2026 1 January– 30 June 2025 Cash flows from operating activities Net profit for the reporting period 51,406 45,489 Adjustments: 23,146 6,853 - Income tax 9 9,460 6,477 - Depreciation and amortisation 6 7,446 7,752 - Gain on disposal of non-current non-financial assets (86) 35 - Impairment losses on non-current non-financial assets - (26) - Net interest expense and foreign exchange costs 8 1,433 3,576 - Measurement of incentive scheme 25 2,604 - - Other adjustments (127) (6) Changes in: Trade receivables 3,684 10,255 Other assets (894) (1,306) Trade payables 2,050 (18,135) Other liabilities (125) (620) Employee benefit obligations 129 120 Contract liabilities (2,428) (1,269) Cash from operating activities 74,552 52,342 Income tax paid (13,855) (9,133) Net cash from operating activities 60,697 43,209 Cash flows from investing activities Interest received 780 459 Loans (25,836) (151) Repayment of loans 25,350 19 Proceeds from sale of property, plant and equipment 85 549 Acquisition of property, plant and equipment and intangible assets 10, 12 (7,994) (7,890) Lease payments received 73 60 Net cash from investing activities (7,542) (6,954) Cash flows from financing activities Dividends 19 (60,090) (44,991) Repayment of borrowings 20 (7,584) (7,292) Proceeds from borrowings under overdraft facility 20 76 449 Interest paid (1,855) (2,699) Repayment of lease liabilities 20 (2,557) (2,315) Net cash from financing activities (72,010) (56,848) Total net cash flows (18,855) (20,593) Effect of exchange differences on cash and cash equivalents 1,747 (4,386) Increase/(decrease) in cash and cash equivalents (17,108) (24,979) Cash and cash equivalents at beginning of period 14 105,519 106,235 Cash and cash equivalents at end of period 14 88,411 81,256
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 11 Notes to the interim condensed consolidated financial statements 1. General information 1.1. General information on Vercom S.A. and the Vercom Group Vercom Spółka Akcyjna (“Vercom S.A.”, the “Company”, the “Parent”) was formed through the transformation of Vercom Spider Spółka z ograniczoną odpowiedzialnością spółka komandytowo-akcyjna (partnership limited by shares) into Vercom spółka akcyjna (joint stock company) based on a notarial deed of 12 November 2014. On 17 December 2014, the Company was entered in the National Court Register maintained by the District Court for Poznań Nowe Miasto and Wilda, 8th Commercial Division of the National Court Register, under entry No. 0000535618. The Company’s registered office is at ul. Wierzbięcice 1B, Poznań, Poland. Principal place of business: Poland. Country of registration: Poland. Registered office address: ul. Wierzbięcice 1B, Poznań, Poland. The shares of Vercom S.A. are listed on the main market of the Warsaw Stock Exchange (“WSE”) in the continuous trading system. The Company is the parent of the Vercom Group (the “Group”). At the same time, the Company is a subsidiary of cyber_Folks S.A. and forms part of the cyber_Folks Group. 1.2. Management Board and Supervisory Board As at 30 June 2026 and as at the date of authorisation of these interim condensed consolidated financial statements, the Management Board of the Parent consisted of: • Krzysztof Szyszka – President of the Management Board, • Adam Lewkowicz – Vice President of the Management Board, • Tomasz Pakulski – Member of the Management Board, • Indrė Sizovaitė – Member of the Management Board. As at 30 June 2026 and as at the date of authorisation of these interim condensed consolidated financial statements, the Supervisory Board of the Parent consisted of: • Robert Stasik, • Franciszek Szyszka, • Jakub Juskowiak, • Aleksander Duch, • Joanna Drabent. Changes in the composition of the Management Board and the Supervisory Board On 12 March 2026, the Chair of the Supervisory Board, Jakub Dwernicki, resigned as a member of the Supervisory Board. On the same day, the Parent received a statement from a shareholder of the Company, cyber_Folks S.A., appointing – in exercise of its spec ial appointment right provided for in Article 12(5)(1) of the Company’s Articles of Association – Robert Stasik as Chair of the Supervisory Board, effective 13 March
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 12 2026. The appointment was made for the joint five-year term of office of the Supervisory Board that commenced on 1 July 2025. 1.3. Principal business The Vercom Group’s core business is providing services that enable the integration of multiple communication channels to automate certain business processes in sales, marketing and customer service. The Group enables the delivery of messages and notifications across all commonly used electro nic communication channels, in particular SMS, e -mail, push notifications and voice. In addition to message delivery, the Group provides additional functionalities in each of these communication channels, including data personalisation and verification, ro uting optimisation, encryption and advanced reporting. The Group’s tools are used both for automating transactional communications, such as order confirmations, payment authentication and delivery status updates, and for managing marketing communications. The Group’s solutions are offered as a cloud - based communications service (Communication Platform as a Service, “ CPaaS”). Depending on specific customer needs and the intended use, access to the Vercom Platform is provided via a proprietary API (Application Programming Interface) or through web applications available through one of the dedicated customer panels. The Vercom Group operates in the CPaaS segment (note 4). 1.4. List of subsidiaries Name Place of business Ownership interest in direct/ indirect subsidiaries as at 30 June 2026 31 December 2025 Segment: CPaaS Admetrics Sp. z o.o. Poznań, PL 100.00% 100.00% Appchance Group Sp. z o.o. Poznań, PL 52.06% 52.06% Center.ai Sp. z o.o. Poznań, PL 52.06% 52.06% Digiad Sp. z o.o. Poznań, PL 100.00% 100.00% EPSO Group Sp. z o.o. Warsaw, PL 100.00% 100.00% Freshmail Sp. z o.o. Kraków, PL 100.00% 100.00% Freshplanners Sp. z o.o. Kraków, PL 100.00% 100.00% Leadstream Sp. z o.o. Warsaw, PL 100.00% 100.00% MailerCheck, Inc Delaware, USA 100.00% 100.00% MailerLite, Inc. Delaware, USA 100.00% 100.00% MailerLite Ltd Dublin, IE 100.00% 100.00% MailerSend, Inc Delaware, USA 100.00% 100.00% MessageFlow.com GmbH Berlin, DE 100.00% 100.00% NIRO Media Group Sp. z o.o. Poznań, PL 100.00% 100.00% Oxylion Sp. z o.o. Poznań, PL 100.00% 100.00% ProfiSMS s.r.o. Prague, CZ 100.00% 100.00% Promo SMS Sp. z o.o. Rybnik, PL 100.00% 100.00% PushPushGo Sp. z o.o. Kraków, PL 67.42% 67.42% Zentoshop Sp. z o.o. Poznań, PL 100.00% 100.00% In the six months ended 30 June 2026, there were no changes in the Group. After the reporting date, certain events occurred that affected the composition of the Group, as described in note 26.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 13 1.5. Financial year The financial and tax year of the Group commenced on 1 January 2026 and will end on 31 December 2026. The previous financial year commenced on 1 January 2025 and ended on 31 December 2025. 1.6. Authorisation for issue These interim condensed consolidated financial statements for the six months ended 30 June 2026 were authorised for issue by the Management Board of the Parent on 1 September 2026. 2. Basis of preparation of the condensed interim consolidated financial statements 2.1. Statement of compliance These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, as endorsed by the European Union. The interim condensed consolidated financial statements for the period from 1 January 2026 to 30 June 2026 were not subject to a statutory audit, nor were the interim condensed consolidated financial statements for the period from 1 January 2025 to 30 June 2025. 2.2. Accounting policies These interim condensed consolidated financial statements have been prepared using accounting policies consistent with those applied in the preparation of the most recent full -year consolidated financial statements for the financial year ended 31 December 2025. 2.2.1. Change in the recognition of revenue in 2025 Given the change in the allocation of revenue to individual performance obligations, as described in the Group’s full-year consolidated financial statements for the year ended 31 December 2025, the Group analysed the impact of this change on the comparative information for the six months ended 30 June 2025. Based on that assessment, the Group concluded that the impact of the change on the consolidated statement of financial position and the consolidated statement of profit or loss is immaterial; therefore, comparative figures for these statements were not restated. Due to the materiality of the cumulative effect of this change on the co nsolidated statement of changes in equity, the Group appropriately restated the comparative figures in this statement to reflect the impact of the aforementioned adjustment. 2.2.2. Position regarding new IFRS standards and interpretations Effect of application of new accounting standards The following new or amended standards and interpretations issued by the International Accounting Standards Board (IASB) or the IFRS Interpretations Committee have been effective since the beginning of the reporting period. ▪ Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures regarding the classification and measurement of financial instruments. The amendments provide the following clarifications:
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 14 − The requirements for the derecognition of financial assets and financial liabilities have been harmonised, particularly with respect to financial liabilities settled via an electronic payment system. An accounting policy option has been introduced that per mits a financial liability settled via an electronic payment system to be derecognised before the settlement date if specific criteria are met. This option does not apply to financial assets. − The requirements for assessing the contractual cash flow characteristics of assets with contingent features, including features linked to ESG targets, have been clarified. − The requirements for assessing and classifying financial assets with non -recourse features and contractually linked instruments have been clarified. The amendments have been endorsed by the European Union and are effective for annual reporting periods beginning on or after 1 January 2026, with early application permitted. ▪ Amendments to IFRS 9 and IFRS 7 Contracts referencing nature -dependent electricity – the amendments clarify the application of the ‘own-use’ requirements, permit hedge accounting where such contracts are used as hedging instruments, and introduce new disclosure requirements. The amendments are effective for annual periods beginning on or after 1 January 2026. The standard was endorsed for use in the EU on 1 July 2025. ▪ Amendments to various standards following Annual Improvements to IFRS Accounting Standards – Volume 11. They are mostly effective for annual periods beginning on 1 January 2026, with early application permitted. The amendments relate to: − IFRS 1 – hedge accounting for first-time adopters; − IFRS 7 – recognition of gains or losses on derecognition of financial instruments, disclosure of deferred differences between fair value and transaction price, as well as introduction and disclosure of credit risk information, − IFRS 9 – derecognition of lease liabilities and clarification of the definition of ‘transaction price’ in relation to IFRS 15, − IFRS 10 – clarification of the term ‘de facto agent’, − IAS 7 – clarification of the term ‘cost method’. Standards not yet effective (new standards and interpretations) The following standards, amendments to existing standards and interpretations have not been endorsed by the European Union or are not effective for periods beginning on 1 January 2026: ▪ IFRS 18 Presentation and Disclosure in Financial Statements , effective from 1 January 2027. The key requirements introduced by IFRS 18 relate to three areas: − enhancing the comparability of the statement of profit or loss by requiring entities to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income tax, and discontinued operations, the first three being newly introduced categories, − disclosure of company-specific management-defined performance measures (MPMs), − principles of aggregation and disaggregation of information in financial statements. In addition, the standard introduces amendments to IAS 7: it requires using operating profit or loss as the mandatory starting point for reporting cash flows from operating activities under the indirect method, and removes optionality for classifying cash flows from interest and dividends. The standard was endorsed by
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 15 the European Union on 13 February 2026. ▪ The new IFRS 19 Subsidiaries without Public Accountability , together with the amendments to IFRS 19 issued on 21 August 2025, effective from 1 January 2027. The standard, which can be applied on a voluntary basis, provides for a number of simplifications to the recognition and measurement requirements for subsidiaries applying IAS that are not publicly accountable entities. The standard has not been endorsed for use in the European Union. The Group will not be subject to the requirements of the standard. ▪ New IFRS 20 Regulatory Assets and Regulatory Liabilities, issued on 27 May 2026. The standard is effective for annual reporting periods beginning on 1 January 2029. It applies to entities engaged in activities subject to rate regulation, complementing IFRS 15 and replacing IFRS 14 Regulatory Deferral Accounts, which has not been adopted by the European Union. The standard has not been endorsed for use in the European Union. ▪ Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency . The amendments are effective for annual periods beginning on 1 January 2027. The amendments clarify the following matters: − Translation into a hyperinflationary currency: current and comparative information is translated using the closing rate at the date of the most recent statement of financial position. − Cessation of hyperinflation: the change in the translation method is applied prospectively (without restating comparative information). − Foreign operations: when translating comparative information of entities operating in non - hyperinflationary economies into a hyperinflationary presentation currency, a general price index is applied (in accordance with IAS 29). ▪ Amendments to IAS 28 Investments in Associates and Joint Ventures. The amendments are effective for annual reporting periods beginning on or after 1 January 2027 and clarify which companies are eligible to measure their investments in associates and joint ventures at fair value through profit or loss (in accordance with IFRS 9) instead of applying the equity method. The Group did not elect to early apply any of the standards, interpretations or amendments that have been published but are not effective. The new IFRS 18 will affect information presented in the consolidated financial statements. The Group assessed its business model to determine whether it engages in either of the main business activities specified in the standard. It concluded that neither investing in assets nor providing financing to customers is a main business activity of the Group. The Group identified a performance measure meeting the definition of a management -defined performance measure (MPM) under IFRS 18. That measure is Adjusted EBITDA, calculated as EBITDA excluding the costs of the share-based incentive scheme (accounted for in accordance with IFRS 2) as well as material non-recurring income and expenses. The introduction of IFRS 18 will also affect the structure of the consolidated statement of profit or loss and other comprehensive income, including the classification and presentation of individual categories of income and expenses. The Group has conducted a preliminary analysis to assess this impact. If IFRS 18 had been applied to the six months ended 30 June 2026, operating profit would have been PLN 206 thousand higher than the operating profit presented in these interim condensed consolidated financial statements. The difference arises mainly from the reclassification of foreign exchange differences.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 16 The Group is also analysing the impact of IFRS 18 on other standards, including IAS 7 Statement of Cash Flows. Under IAS 7 as amended by IFRS 18, operating profit will become the starting point for determining cash flows from operating activities using the indirect method, replacing net profit currently used by the Group as the starting point. As at the date of authorisation of these interim condensed consolidated financial statements for issue, the Group had not yet completed the full implementation of IFRS 18. The Group is still analysing the classification of income and expenses, the subtotals used and the requirements for aggregation and disaggregation of information. At the same time, its performance measures are being assessed against the definition of a management -defined performance measure (MPM) under IFRS 18. All effects of the implementation identified to date, including the measures and estimates, are preliminary and may change as the implementation work progresses. Apart from the new IFRS 18 referred to above, the Management Board of the Parent does not expect the application of the remaining new or amended standards and interpretations to have a material effect on the consolidated financial statements. . 2.3. Going concern These interim condensed consolidated financial statements have been prepared on the assumption that Vercom S.A. and the entities included in these interim condensed consolidated financial statements will continue as going concerns for the foreseeable future. As at 30 June 2026 and 31 December 2025, the Group’s current liabilities did not exceed its current assets. In light of the foregoing, as at the date of authorisation of these interim condensed consolidated financial statements for issue, the Management Board of the Parent is not aware of any circumstances that would indicate a threat to the Group’s ability to continue as a going concern. 2.4. Functional currency and presentation currency The functional currency of the Parent and the presentation currency of these interim condensed consolidated financial statements is the Polish złoty (PLN), which is also the functional currency of the Group’s subsidiaries, except for: - ProfiSMS s.r.o. – functional currency: Czech koruna (CZK); - MessageFlow.com GmbH, MailerLite Ltd., and the Vercom branch in Lithuania – functional currency: euro (EUR); MailerCheck, Inc., MailerSend, Inc., MailerLite, Inc. – functional currency: US dollar (USD). For the purposes of preparing the Group’s interim condensed consolidated financial statements in PLN as the presentation currency, individual items in the financial statements of foreign entities with a functional currency other than PLN are translated as follows: ▪ assets and liabilities – at the closing rate, i.e. the average exchange rate effective at the end of the reporting period, published by the NBP for a given currency, ▪ items of profit or loss, other comprehensive income and the statement of cash flows – at the arithmetic mean of the average exchange rates published by the NBP for a given currency on the last day of each
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 17 month in the reporting period, ▪ intangible assets in the form of customer relationships and goodwill recognised at the acquisition date – at the closing rate, i.e. the average exchange rate effective at the end of the reporting period, published by the NBP for a given currency, ▪ exchange differences on translation of foreign operations are recognised in other comprehensive income for the period. The following exchange rates were used in the measurement of items denominated in currencies other than the Polish złoty as at the reporting date and for the periods stated: Currency As at For the period 30 June 2026 31 December 2025 1 January– 30 June 2026 1 January– 30 June 2025 EUR 4.2963 4.2267 4.2522 4.2208 CZK 0.1772 0.1746 0.1747 0.1692 USD 3.7708 3.6016 3.6526 3.8422 3. Significant estimates and assumptions The preparation of these interim condensed consolidated financial statements requires the Management Board of the Parent to make judgements and estimates that affect the accounting policies applied and the amounts reported in these interim condensed consolidated financial statemen ts and the related notes. Judgements and estimates are based on the Management Board’s best knowledge of current and future events and actions. Actual results may, however, differ from those estimates. The areas of significant estimates and judgements were the same as those described in the notes to the most recent full -year consolidated financial statements for the year ended 31 December 2025. 4. Operating segments Based on the criteria set out in IFRS 8 Operating Segments, the Group has determined that the Management Board of the Parent is its chief operating decision maker (CODM). The Management Board of the Parent regularly reviews consolidated management information in order to assess the Group’s performance and to make decisions on the allocation of resources. The Group currently operates in a single operating segment, providing multichannel electronic communication services using the CPaaS (Communication Platform as a Service) model, which enables users to add communication functionality to their own applications without the need to build proprietary infrastructure, together with related services. The Group operates in three main geographical areas: Poland, the Czech Republic and Rest of the World (MailerLite Group). The Management Board of the Parent expects long -term gross margins to be broadly similar across all these geographical areas. Poland, the Czech Republic and the Rest of the World (MailerLite Group) have similar economic characteristics in all resp ects referred to in paragraph 12 of IFRS 8, namely the same types of services being sold in these markets to similar types and classes of customers.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 18 Operating segments – information on profit or loss 6 months ended 30 June 2026 CPaaS segment Total PLN thousand Revenue 255,845 255,845 Segment revenue 255,845 255,845 Other operating income 189 189 Total expenses, including: (192,031) (192,031) - depreciation and amortisation (7,446) (7,446) Gain on disposal of non-current non-financial assets 86 86 Other operating expenses (269) (269) Loss allowances for receivables (415) (415) Operating profit 63,405 63,405 Operating EBITDA* 70,851 70,851 % Operating EBITDA** 27.7% 27.7% Finance income 788 788 Finance costs (3,327) (3,327) Profit before tax 60,866 60,866 Income tax (9,460) (9,460) Net profit 51,406 51,406 * Operating EBITDA is calculated as operating profit/(loss) before depreciation, amortisation and impairment losses on non-current non-financial assets. ** % Operating EBITDA is defined as the ratio of Operating EBITDA to segment revenue. 6 months ended 30 June 2025 CPaaS segment Total PLN thousand Revenue 224,832 224,832 Segment revenue 224,832 224,832 Other operating income 102 102 Total expenses, including: (171,405) (171,405) - depreciation and amortisation (7,752) (7,752) Gain on disposal of non-current non-financial assets (35) (35) Other operating expenses (206) (206) Impairment losses on non-current non-financial assets 26 26 Loss allowances for receivables 509 509 Operating profit 53,823 53,823 Operating EBITDA* 61,549 61,549 % Operating EBITDA** 27.4% 27.4% Finance income 869 869 Finance costs (2,726) (2,726) Profit before tax 51,966 51,966 Income tax (6,477) (6,477) Net profit 45,489 45,489 * Operating EBITDA is calculated as operating profit/(loss) before depreciation, amortisation and impairment losses on non-current non-financial assets. ** % Operating EBITDA is defined as the ratio of Operating EBITDA to segment revenue.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 19 Operating segments – assets PLN thousand 30 June 2026 31 December 2025 CPaaS 592,564 595,387 Total assets 592,564 595,387 Operating segments – net debt PLN thousand 30 June 2026 31 December 2025 CPaaS (12,695) (24,587) Total net debt (12,695) (24,587) Net debt is defined as the sum of borrowings and lease liabilities less cash and cash equivalents. Impact of seasonality on operating segments The Group’s business is subject to moderate seasonality, consistent with patterns observed in the e -commerce industry. Historically, the Group has generated higher revenue and profits in the second half of the year, particularly in the fourth quarter. This reflects increased consumer purchasing activity in the period preceding Christmas, as well as the effect of promotional periods such as Black Friday and Cyber Monday. The Group takes these factors into account in operational planning and in assessing segm ent performance throughout the financial year. Disclosures on the Group’s products and services, geographical areas and major customers are presented in note5 ‘Revenue’. 5. Revenue The Group generates revenue from the sale of electronic communication services delivered through modern technologies offered under the CPaaS model, comprising: PLN thousand 1 January–30 June 2026 1 January–30 June 2025 Revenue from communication platforms 234,350 203,556 Complementary services 21,495 21,276 Total 255,845 224,832 The Group distinguishes the following categories of revenue generated under the CPaaS ( Communication Platform as a Service) model: • revenue from communication platforms – revenue from multichannel electronic communication services, including SMS, e -mail, push notifications, voice and messages delivered via mobile applications (OTT channel), offered through advanced proprietary and acquired technology solutions;
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 20 • revenue from services complementary to multichannel communication services – services enabling communication platforms to be used for marketing and sales campaigns, including performance marketing, internet access and other complementary services, such as telephony and television services, offered primarily to retail customers. Revenue from communication platforms is generated under two complementary pricing models: • variable usage-based fees, determined primarily by the number of messages sent and the number of recipients, • fixed subscription fees for access to the communication platform, enabling (i) the use of certain functionalities and services and (ii) a specified number of messages to be sent at no additional charge (the cost of sending those messages being included in the fixed fee). Revenue is recognised when a performance obligation is satisfied by transferring the promised service to the customer. If the Group transfers control of a service over time and therefore satisfies a performance obligation over time, revenue is recognised over time, even if payment for the service is received in advance. • Communication platform services – revenue is recognised when the service is provided. Fixed fees are recognised in the month to which the service relates, while variable usage-based fees are recognised in the month in which the messages are sent; • Complementary services – revenue is recognised when the service is provided, i.e. in the month in which the campaign is carried out. Revenue from complementary services generated through marketing campaigns is determined under a performance-based model. Under the performance -based model, the amount of revenue depends on the effectiveness of the activities performed. Two principal variants of the performance -based model are applied. The first is the ‘pay per click’ model, under which revenue is recognised when the recipient clicks on a link to a website or application contained in a message sent via the CPaaS platform. The unit price for the service under this model is set per click. The second is the ‘pay per sale’ model, under which revenue is recognised when the recipient of a message sent via the CPaaS platform purchases the product or service promoted in that message. Under this model, the unit price is set as a specified percentage of the price paid by the message recipient for the promoted product or service. Prepayments received for services that have not yet been performed or delivered to customers as at the reporting date and will be provided in future reporting periods are presented in the statement of financial position as contract liabilities. Sales are generally invoiced in the month in which the performance obligation is satisfied and the service is provided. Consequently, no material contract assets arise for the Group. Amounts invoiced to customers are recognised as trade receivables until payment is received. Standard payment terms are 10 to 14 days. In the period covered by these interim condensed consolidated financial statements and in the comparative period, revenue from communication platform services from no single customer accounted for more than 10% of the Group’s total revenue.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 21 The geographical breakdown of revenue (by location of the customer’s registered office) is presented in the table below. PLN thousand 1 January–30 June 2026 1 January–30 June 2025 (restated)* Poland 118,779 115,575 Czech Republic 28,363 21,972 Other 108,703 87,285 Total 255,845 224,832 Following a change in the data collection methodology, which led to more precise allocation of revenue across geographies, the comparative data were restated. The following table presents outstanding balances of trade receivables and contract liabilities for the Group. PLN thousand 30 June 2026 31 December 2025 Trade receivables 46,872 50,556 Contract liabilities – current 37,266 39,694 6. Operating expenses by nature and function PLN thousand 1 January–30 June 2026 1 January–30 June 2025 Depreciation and amortisation, including: (7,446) (7,752) - property, plant and equipment (614) (725) - right-of-use assets (2,480) (2,335) - intangible assets (4,351) (4,692) Services, including: (168,936) (151,354) - costs of purchased message traffic (95,009) (86,497) - costs of subcontractors for complementary services (5,598) (4,456) - costs of IT and programming services (9,926) (10,128) - costs of hosting services (6,955) (6,382) - advertising costs (25,375) (21,197) - customer service costs (3,445) (3,469) - back-office costs (10,840) (9,171) - other (11,789) (10,053) Salaries and wages and employee benefits expense, including: (14,794) (11,530) - remuneration expense under incentive scheme (2,604) - Raw materials and consumables used (696) (587) Taxes and charges (159) (181) Total operating expenses by nature (192,031) (171,405)
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 22 The Vercom Group’s costs of services include mainly the costs of purchased SMS and MMS traffic (SMS channel), fees paid to email service providers (email channel), fees paid to owners of mobile operating system rights (push channel), as well as costs of hosting services, advertising, subcontractors for complementary services, IT and programming services, and back -office functions (accounting, administrative, legal and advisory services). PLN thousand 1 January–30 June 2026 1 January–30 June 2025 Cost of services sold (113,440) (104,707) Distribution costs and marketing expenses (36,750) (31,703) General and administrative expenses (41,841) (34,995) Total operating expenses by function (192,031) (171,405) The cost of services sold includes in particular the costs of purchased SMS and MMS traffic (SMS channel), fees paid to email service providers (email channel), and fees paid to owners of mobile operating system rights (push channel), costs of hosting services and amortisation of development work. The Group’s distribution costs and marketing expenses mainly comprise salaries and wages and services provided by subcontractors supporting sales, marketing and customer service activities. The Group’s general and administrative expenses include chiefly employee salaries and wages and the costs of subcontractors engaged in service maintenance (including software developers) and administrative support, office maintenance expenses, advisory fees, transaction costs, and costs related to the integration of acquired entities. 7. Impairment losses and loss allowances for assets PLN thousand 1 January–30 June 2026 1 January–30 June 2025 (Recognition)/ reversal of impairment losses on property, plant and equipment - 26 (Recognition)/ reversal of loss allowances for trade receivables (415) 509 Total (415) 535 8. Finance income and finance costs PLN thousand 1 January–30 June 2026 1 January–30 June 2025 Interest income: - on leases 22 22 - on loans and receivables 397 16 - on cash and cash equivalents 366 432 - other 1 5 Total interest income 787 476 Net foreign exchange differences - 393 Other finance income 1 - Finance income 788 869
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 23 PLN thousand 1 January–30 June 2026 1 January–30 June 2025 Interest expense: - on bank borrowings (1,604) (2,356) - on leases (299) (331) - on non-bank borrowings (20) - - other (2) (24) Total interest expense: (1,925) (2,712) Net foreign exchange differences (1,385) - Other finance costs (17) (14) Finance costs (3,327) (2,726) Net finance costs (2,539) (1,857) 9. Income tax PLN thousand 1 January–30 June 2026 1 January–30 June 2025 Current tax Current tax expense 8,878 7,606 Prior-year income tax adjustments recognised in current year 66 (214) 8,944 7,392 Deferred tax Change in deferred tax assets and liabilities 725 (1,624) Foreign exchange differences on translation (209) 709 516 (915) Income tax recognised in profit or loss 9,460 6,477 Reconciliation of effective tax rate PLN thousand % 1 January–30 June 2026 % 1 January–30 June 2025 Profit before tax 60,866 51,966 Income tax at statutory tax rate applicable in Poland (19%) 19.0% 11,565 19.0% 9,873 Effect of other tax rates applicable to subsidiaries (1.5%) (928) (0.6%) (323) Effect of tax incentives1 (3.2%) (1,967) (3.4%) (1,783) Tax effect of permanent differences, i.e. accounting income and expenses not recognised for tax purposes and taxable income and tax-deductible expenses not reflected in accounting profit or loss 1.0% 635 (1.7%) (907) Prior-year income tax adjustments recognised in current year 0.1% 66 (0.4%) (214) Tax losses for the reporting period for which no deferred tax asset was recognised 0.5% 298 0.0% 12 Foreign exchange differences on translation (0.3%) (209) 1.4% 709 Utilisation of prior-year tax losses from capital gains - - (1.7%) (890) 15.5% 9,460 12.5% 6,477
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 24 (1)In these interim condensed consolidated financial statements for the six months ended 30 June 2026, the Group has recognised the effect of the application of tax incentives totalling PLN 1,967 thousand, comprising the IP Box tax relief and the research and development (R&D) tax relief. As at 30 June 2026, Group companies had tax losses on capital transactions of PLN 18,070 thousand available for carry -forward. Tax losses may be carried forward for a period of five years, commencing in the year following the year in which the tax loss was incu rred. No deferred tax assets relating to tax losses on capital transactions of Vercom S.A. and Oxylion Sp. z o.o. have been recognised as at 30 June 2026 due to uncertainty regarding the future utilisation of these tax losses. With respect to the international tax reform (Pillar Two), the Group assessed its exposure to income taxes arising from these regulations. Based on the findings, it was concluded that these regulations do not apply to the Group. Accordingly, the Pillar Two reform does not affect the Group’s current income tax expense, and so the Group does not analyse or report deferred tax effects arising from these regulations . 10. Property, plant and equipment In the period covered by these interim condensed consolidated financial statements, the Group incurred the following capital expenditure on property, plant and equipment, excluding additions arising from business combinations: PLN thousand 1 January–30 June 2026 1 January–30 June 2025 CPaaS Office space - 744 IT servers and equipment 483 549 Telecommunications network equipment and infrastructure 607 739 Other - 327 Property, plant and equipment under construction (389) (311) expenditure incurred 903 15 sale and leaseback (1,292) (326) 701 2,049 In the six months ended 30 June 2026, capital expenditure on property, plant and equipment under construction amounted to PLN 903 thousand, relating mainly to purchased IT servers and equipment, which have been or will be sold under sale and leaseback tran sactions in the subsequent reporting period and then recognised as right-of-use assets. Until the lease contract is signed, equipment purchased with own funds is recorded within property, plant and equipment under construction. An amount of PLN 1,292 thous and relates to IT servers and equipment reclassified during the reporting period, presented as an increase in right -of-use assets. As at 30 June 2026 and 31 December 2025, certain assets (including property, plant and equipment) of the Parent, Vercom S.A., and the subsidiary Oxylion Sp. z o.o. were subject to a registered pledge established as security for a credit facility arranged w ith a bank syndicate comprising mBank S.A. and Bank Polska Kasa
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 25 Opieki S.A. (see note 20). As at 30 June 2026 and 31 December 2025, The Group had no material contractual commitments to purchase property, plant and equipment. 11. Right-of-use assets In the period covered by these interim condensed consolidated financial statements, the Group incurred the following capital expenditure on right-of-use assets, excluding additions arising from business combinations: PLN thousand 1 January–30 June 2026 1 January–30 June 2025 CPaaS Office space 1,658 871 IT servers and equipment 1,314 1,458 Vehicles 958 - 3,930 2,330 The additions to right -of-use assets in the six months ended 30 June 2026 resulted from new leases and modifications to existing lease agreements for office space used by the Group companies totalling PLN 1,230 thousand, and from modifications to lease agreements for data centre facilities of PLN 429 thousand. 12. Intangible assets and goodwill In the period covered by these interim condensed consolidated financial statements, the Group incurred the following capital expenditure on intangible assets, excluding additions arising from business combinations: PLN thousand 1 January–30 June 2026 1 January–30 June 2025 CPaaS Development costs 7,248 5,317 Advance payments 72 513 Other 30 17 7,350 5,847 Development work in the CPaaS segment consists mainly of expenditures on enhancing the functionality of communication platforms while still under development. Key projects include: • MessageFlow – a project to develop a new platform targeted at medium -sized and large customers. A key feature of MessageFlow will be the ability to send messages through multiple communication channels, including SMS, e -mail and push notifications (both web and mobile), and ultimately also through external applications such as WhatsApp and Viber and via RCS (the OTT channel). B y integrating the services within a single API, Vercom will be able to sell its services even more effectively.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 26 • AI features – a project involving the development of new AI-based services in three key areas: (i) fraud detection, (ii) content generation, and (iii) enhancement of service efficiency. The new tools will enable customers, among other things, to create lan ding pages and graphic templates even more easily and automatically, and will provide suggestions on message content and the optimal time for sending messages, tailored to the profile of a specific recipient. Expanding the suite of fraud -monitoring tools will enhance infrastructure security and automate a range of manual proce sses. • SMSC Hub – a project aimed at replacing the solutions currently used across the Group and centralising connectivity with telecommunications operators and providers for all projects using SMS communications, ultimately also covering services based on MMS and RCS channels. • RCS Flow – a project aimed at capitalising on the rapidly growing market for RCS (Rich Communication Services) communications. The project involves building a modern platform with an intuitive graphical interface and a sophisticated automation engine, enab ling the design of complex communication scenarios. The new service will be aimed at businesses seeking to engage customers effectively through interactive forms of communication featuring rich multimedia content, buttons and product carousels, delivered directly through the default messaging app on their phones. Expenditure incurred on development work is transferred, upon completion of the relevant development projects, to the Internally generated software line item within intangible assets. The Group did not recognise any research expenditure in the current or comparative reporting periods. The change in goodwill in the period covered by these interim condensed consolidated financial statements resulted mainly from foreign exchange differences on translating the goodwill of MailerLite . Changes in goodwill during the reporting periods are shown in the table below. Period ended PLN thousand 30 June 2026 31 December 2025 Goodwill at beginning of period 335,065 370,400 MailerLite Group 12,083 (35,335) Net foreign exchange differences 12,083 (35,335) Goodwill at end of period 347,148 335,065 13. Acquisition of subsidiaries During the period covered by these interim condensed consolidated financial statements, the Group did not acquire any subsidiaries. 14. Cash and cash equivalents Cash in bank accounts includes balances available on demand. Balances on payment service platforms represent funds deposited with financial institutions and customer payments pending settlement through electronic payment channels. Short -term bank deposits are placed for periods ranging from one day to one month, bear interest at agreed rates, have maturities of up to three months, and may be withdrawn within 24 hours. Other
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 27 cash equivalents comprise funds held in investment accounts relating to money market instruments and government bonds, which are available for withdrawal within two to five business days. PLN thousand 30 June 2026 31 December 2025 Cash in bank accounts 50,505 53,863 Cash held with financial institutions/ on payment service platforms 29,819 16,642 Short-term bank deposits 8,088 35,014 Cash and cash equivalents 88,411 105,519 As at 30 June 2026 and 31 December 2025, cash of the Parent, Vercom S.A., and the subsidiary Oxylion Sp. z o.o., representing 26% and 38%, respectively, of the Group’s cash balance, serves as collateral for the syndicated credit facilities contracted with mBank S.A. and Bank Polska Kasa Opieki S.A. (see note20). 15. Other assets Other non-current assets PLN thousand 30 June 2026 31 December 2025 Security deposits 279 150 Total other non-current assets 279 150 Other current assets PLN thousand 30 June 2026 31 December 2025 Prepayments 3,165 2,778 Security deposits and bid deposits 503 31 Security for a claim 1,254 1,254 Other receivables 15 15 Other assets 180 273 Total other current assets 5,117 4,350 Total other assets 5,396 4,500 The prepayments line item within current assets primarily comprises prepayments for services to be delivered in subsequent reporting periods. The amount of PLN 1,254 thousand relates to security for a claim asserted in a dispute by one of the Group’s trading partners. The amount in dispute is PLN 1,000 thousand. The court granted security for the claim by ordering the attachment of a bank account of the subsidiary Freshmail Sp. z o.o. up to PLN 1,254 thousand. In the Group’s view, the claim asserted by the claimant is unfounded. The Court of Appeal in Kraków issued a decision dismissing the application for security. After the reporting date, the Court returned the funds attached as security, together with the accrued interest. For further details, see note 26.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 28 16. Share capital PLN thousand 30 June 2026 31 December 2025 Share capital of Vercom S.A. as per the National Court Register entry at the reporting date 444 444 444 444 The shareholding structure of Vercom S.A. as at the date of authorisation of these interim condensed consolidated financial statements was as follows: Number of Series A, B, D, E and F shares Par value per share (PLN) Share capital (PLN) % of total voting rights at GM Ownership interest Parties to the shareholders’ agreement: cyber_Folks S.A., Adam Lewkowicz, Patrimonium Fundacja Rodzinna, Krzysztof Szyszka, Cone Fundacja Rodzinna 9,144,186 0.02 182,884 41.47% 41.15% PTE Allianz Polska S.A. 1,516,888 0.02 30,338 6.88% 6.83% Funds managed by Nationale- Nederlanden PTE S.A. 1,460,736 0.02 29,215 6.62% 6.57% Vercom S.A. (treasury shares)** 171,645 0.02 3,433 - 0.77% Other shareholders 9,930,330 0.02 198,607 45.03% 44.68% 22,223,785 444,476 100.00% 100.00% ** Pursuant to Article 364(2) of the Polish Commercial Companies Code, the Company will not exercise the rights attached to its treasury shares. As at 30 June 2026, the shareholding structure of Vercom S.A. was as follows: Number of Series A, B, D, E and F shares Par value per share (PLN) Share capital (PLN) % of total voting rights at GM Ownership interest cyber_Folks S.A. 6,920,690 0.02 138,414 31.44% 31.14% PTE Allianz Polska S.A. 1,516,888 0.02 30,338 6.89% 6.83% Funds managed by Nationale- Nederlanden PTE S.A. 1,460,736 0.02 29,215 6.64% 6.57% Adam Lewkowicz* 1,275,062 0.02 25,501 5.79% 5.74% Vercom S.A. (treasury shares)** 212,783 0.02 4,256 - 0.96% Other shareholders 10,837,626 0.02 216,753 49.24% 48.77% 22,223,785 444,476 100.00% 100.00% * Together with entities controlled by the shareholder. ** Pursuant to Article 364(2) of the Polish Commercial Companies Code, the Company will not exercise the rights attached to its treasury shares.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 29 As at 31 December 2025, the shareholding structure of Vercom S.A. was as follows: Number of Series A, B, D, E and F shares Par value per share (PLN) Share capital (PLN) % of total voting rights at GM Ownership interest cyber_Folks S.A. 11,008,469 0.02 220,169 50.12% 49.53% PTE Allianz Polska S.A. 1,516,888 0.02 30,338 6.91% 6.83% Funds managed by Nationale- Nederlanden PTE S.A. 1,460,736 0.02 29,215 6.65% 6.57% Adam Lewkowicz* 1,395,325 0.02 27,907 6.35% 6.28% Vercom S.A. (treasury shares)** 257,807 0.02 5,156 - 1.16% Other shareholders 6,584,560 0.02 131,691 29.98% 29.63% 22,223,785 444,476 100.00% 100.00% * Together with entities controlled by the shareholder. ** Pursuant to Article 364(2) of the Polish Commercial Companies Code, the Company will not exercise the rights attached to its treasury shares. Transactions in Parent shares by shareholders holding more than 5% of its share capital and by key management personnel In the six months ended 30 June 2026, the following changes took place in the holdings of Parent shares by shareholders holding above 5% of its share capital and those of key management personnel: Following the delivery of shares under the incentive scheme operated in 2021 –2024 (see note 25), the number of Parent shares held by key management personnel increased as follows: ▪ Adam Lewkowicz – 6,000 shares, ▪ Krzysztof Szyszka – 6,000 shares, ▪ Tomasz Pakulski – 7,544 shares. The shares were delivered in April 2026. On 14, 15 and 16 January 2026, Aleksander Duch, Member of the Supervisory Board of Vercom S.A., sold 1,472, 1,300 and 2,964 Company shares, respectively, through a related party, Nimbus Fundacja Rodzinna. On 21 and 22 January 2026, Aleksander Duch, Member of the Supervisory Board of Vercom S.A., sold 753 and 1,081 Company shares, respectively, through a related party, Nimbus Fundacja Rodzinna. On 29 May 2026, the pledge over 4,340,305 shares in Vercom S.A. held by cyber_Folks S.A. was released. The shares were subsequently sold by cyber_Folks S.A. in block trades settled on 8 June 2026. On 2 and 3 June 2026, Aleksander Duch, Member of the Supervisory Board of Vercom S.A., purchased 8,500 and 1,978 Company shares, respectively, through a related party, Nimbus Fundacja Rodzinna. On 26 June 2026, Krzysztof Szyszka, President of the Management Board of Vercom S.A., sold 76,263 Company shares through a related party, CONE Fundacja Rodzinna, to cyber_Folks S.A.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 30 On 26 June 2026, Joanna Szyszka, a person closely associated with the President of the Management Board of Vercom S.A., sold 50,000 Company shares to cyber_Folks S.A. On 26 June 2026, Adam Lewkowicz, Vice President of the Management Board of Vercom S.A., sold 126,263 Company shares through a related party, Patrimonium Fundacja Rodzinna, to cyber_Folks S.A. Through these transactions conducted on 26 June 2026, cyber_Folks S.A. acquired a total of 252,526 shares in Vercom S.A. After the reporting date, the following changes took place in the holdings of Parent shares by shareholders holding above 5% of its share capital and those of key management personnel: Following the above transactions involving the sale and purchase of shares, the direct interest of the ultimate parent, cyber_Folks S.A., in the share capital of Vercom S.A., taking into account Vercom S.A.’s treasury shares, decreased to 31.44%. On 1 July 2026, cyber_Folks S.A. together with shareholders Adam Lewkowicz and Krzysztof Szyszka, acting directly and through entities controlled by them, entered into an agreement governing corporate governance arrangements for Vercom S.A. and coordinated voting at its General Meeting. Under the agreement, the parties specified the matters requiring unanimity among the parties and those requiring a simple majority of votes to be decided. Despite the reduction in its equity interest in Vercom S.A., the Management Board of cyber_Folks S.A. analysed all relevant facts and circumstances in accordance with the requirements of IFRS 10, including the provisions of the shareholders’ agreement, and concluded that control of Vercom S.A. had not been lost. Consequently, Vercom S.A. and its subs idiaries continue to be fully consolidated in the consolidated financial statements of the ultimate parent, cyber_Folks S.A. Following the delivery of shares under the 2025 –2028 incentive scheme in August 2026, the number of Parent shares held by key management personnel increased as follows: ▪ Adam Lewkowicz – 4,750 shares, ▪ Krzysztof Szyszka – 3,563 shares, ▪ Tomasz Pakulski – 5,000 shares, ▪ Indrė Sizovaitė - 5,000 shares. Taking into account the above transactions in Vercom S.A. shares, the parties to the shareholders’ agreement of 1 July 2026 (i.e. cyber_Folks S.A. and the key shareholders involved in the management of the Company) directly control an aggregate of 9,144,186 shares, representing 41.47% of the voting rights exercisable at the General Meeting of the Parent and forming a stable and coordinated controlling interest.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 31 17. Treasury shares 30 June 2026 31 December 2025 Treasury shares (24,762) (30,001) Sale of treasury shares As at 31 December 2025, the number of treasury shares held by the Company was 257,807. During the six months ended 30 June 2026, the Company sold 45,024 treasury shares with a value of PLN 5,239 thousand under the 2021–2024 incentive scheme. As at the date of authorisation of these interim condensed consolidated financial statements for issue, the Company held a total of 171,645 treasury shares (as at 30 June 2026: 212,783 treasury shares). 18. Earnings per share The table below presents the calculation of earnings per share. 6 months ended PLN thousand 30 June 2026 30 June 2025 Net profit attributable to owners of the parent 51,110 45,098 - from continuing operations 51,110 45,098 Weighted average number of ordinary shares 21,987,272 22,157,031 Earnings per share attributable to owners of the parent (PLN per share) 2.32 2.04 - from continuing operations 2.32 2.04 The weighted average number of ordinary shares was determined as follows: • for the six months ended 30 June 2026 – as the weighted average number of shares calculated taking into account Series A, B, D, E and F ordinary shares, excluding treasury shares. • for the six months ended 30 June 2025 – as the weighted average number of shares calculated taking into account Series A, B, D, E and F ordinary shares, excluding treasury shares. Number of shares date number of days in the period weight Weighted number of shares Weighted average number of shares in the six months ended 30 June 2025 22,148,577 31 Dec 2024 74 0.41 9,055,219 22,162,878 15 Mar 2025 107 0.59 13,101,812 Weighted average number of shares 22,157,031 Weighted average number of shares in the six months ended 30 June 2026 21,965,978 31 Dec 2025 74 0.41 8,980,566 21,990,058 15 Mar 2026 46 0.25 5,588,634 22,011,002 30 Apr 2026 61 0.34 7,418,072 Weighted average number of shares 21,987,272
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 32 The table below presents the calculation of diluted earnings per share. 6 months ended PLN thousand 30 June 2026 30 June 2025 (restated)* Net profit attributable to owners of the parent 51,110 45,098 - from continuing operations 51,110 45,098 Weighted average number of ordinary shares 21,987,272 22,157,031 Dilutive effect – incentive scheme 77,306 56,376 Total diluted number of ordinary shares 22,064,578 22,213,407 Diluted earnings per share attributable to owners of the parent (PLN per share) 2.32 2.03 - from continuing operations 2.32 2.03 The diluted weighted average number of ordinary shares was determined as follows: • for the six months ended 30 June 2026 – as the weighted average number of shares calculated taking into account Series A, B, D, E and F ordinary shares, excluding treasury shares, adjusted for shares for which the incentive scheme conditions had been met, i.e. shares from the loyalty pool, the individual target pool, the performance target pool and the market target pool for the years 2021–2024, as well as shares from the individual target pool and the performance target pool for 2025, reduced by the number of treasury shares already sold to eligible participants (see note25); • for the six months ended 30 June 2025 – as the weighted average number of shares calculated taking into account Series A, B, D, E and F ordinary shares, excluding treasury shares, adjusted for shares for which the incentive scheme conditions had been met, i.e . shares from the loyalty pool, the individual target pool, the performance target pool and the market target pool for the years 2021 –2024, reduced by the number of treasury shares already sold to eligible participants (see note 25). Number of shares date number of days in the period weight Weighted number of shares Diluted weighted average number of shares in the six months ended 30 June 2025 (restated)* 22,213,407 31 Dec 2024 74 0.41 9,081,724 22,213,407 15 Mar 2025 107 0.59 13,131,683 Diluted weighted average number of shares 22,213,407 Diluted weighted average number of shares in the six months ended 30 June 2026 22,067,832 31 Dec 2025 74 0.41 9,022,208 22,062,327 15 Mar 2026 46 0.25 5,607,000 22,062,327 30 Apr 2026 61 0.34 7,435,370 Diluted weighted average number of shares 22,064,578 * Following a review of how the market condition under the 2021 –2024 incentive scheme was applied, the comparative figures for diluted earnings per share and the diluted weighted average number of shares were restated to include shares from the 2021–2024 market target pool in the calculation of the dilutive effect. Following the reassessment, it was concluded that this pool had in fact been earned, as entitlements relating to the market target did not lapse automatically if the market target was not achieved in a given year, but could be granted in the following year if the target was then met.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 33 19. Allocation of profit On 18 May 2026, the Annual General Meeting of the Parent passed Resolution No. 8, whereby the Parent's net profit for the financial year 2025 was allocated as follows: - PLN 60,090 thousand to be distributed as a dividend to owners of the Parent (PLN 2.73 per share), - PLN 20,794 thousand to be transferred to the Company’s statutory reserve funds. The dividend record date was set for 12 June 2026, and the dividend was paid on 16 June 2026. 20. Borrowings and lease liabilities . PLN thousand 30 June 2026 31 December 2025 Non-current liabilities Bank borrowings 49,953 54,533 Lease liabilities 4,847 4,069 54,800 58,602 Current liabilities Bank borrowings 16,068 17,888 Non-bank borrowings 167 80 Lease liabilities 4,681 4,362 20,916 22,330 Bank borrowings On 10 January 2025, the ultimate parent, cyber_Folks S.A., together with the Parent, Vercom S.A., and the subsidiary Oxylion Sp. z o.o. entered into a credit facility agreement with a bank syndicate comprising mBank S.A. and Bank Polska Kasa Opieki S.A. On 26 May 2026, an amendment to the agreement was executed under which Shoper S.A., a subsidiary of the ultimate parent, acceded to the agreement as a joint and several debtor (one of the Borrowers), and the financing scope and terms were expanded. As at 30 June 2026, the financing made available under the agreement, as amended, comprised: ▪ cyber_Folks S.A. − a term facility of up to PLN 95,400 thousand and EUR 2,330 thousand to refinance existing debt (maturity date: 25 March 2030), − an acquisition facility of up to PLN 500,000 thousand to finance the acquisition of shares in Shoper S.A. (maturity date: 25 March 2030), − an additional acquisition facility of up to EUR 18,000 thousand, with a final maturity date of 25 March 2030, − overdraft facilities of PLN 15,000 thousand each (increased from PLN 10,000 thousand), made available separately by mBank S.A. and Bank Polska Kasa Opieki S.A., with the availability period extended to 25 March 2028. ▪ Shoper S.A. − an acquisition facility of up to PLN 85,000 thousand, intended, among other purposes, to refinance the acquisition of shares in Sempire sp. z o.o., with a final maturity date of 25 March 2030. ▪ Vercom S.A.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 34 − a term facility of up to PLN 3,967 thousand (maturity date: 31 December 2026) and EUR 19,448 thousand to refinance existing debt (maturity date: 28 December 2028), − a revolving facility of up to PLN 5,000 thousand, with the maturity date extended to 25 March 2028. ▪ Oxylion Sp. z o.o. − a term facility of up to PLN 1,568 thousand to refinance existing debt (maturity date: 31 December 2026). Interest on the facilities is variable, accruing at the applicable margin plus the relevant benchmark rate. Under the credit facility agreements, the Borrowers are jointly and severally liable for the repayment of all monetary obligations to the Lenders, in particular obligations relating to the repayment of the principal amount owed to each Lender, the payment of interest (including default interest), all commissions, prepayment fees, breakage costs, taxes and any indemnities, together with financing service costs and expenses, costs of dispute resolution, and all other ancillary liabilities. As at 30 June 2026, the Parent, Vercom S.A., and the subsidiary Appchance Group Sp. z o.o. had funds available under undrawn overdraft facilities of PLN 5,000 thousand and PLN 1,000 thousand, respectively. As at 30 June 2026, bank credit facilities contracted by the Group were secured primarily by financial and registered pledges over shares in material subsidiaries (including Oxylion Sp. z o.o., MailerLite, Inc., MailerLite Ltd. and ProfiSMS s.r.o.) and sub sidiaries of the ultimate parent, cyber_Folks S.A. ( Shoper S.A., Sempire Europe Sp. z o.o. and cyber_PIXEL Sp. z o.o.), pledges over receivables under bank accounts, pledges over selected pools of assets of subsidiaries, corporate guarantees provided by the companies named above, and notarised consents to enforcement. These forms of security are customary for acquisition and corporate financing arrangements of the type entered into by the Group. The security over the assets of the above entities has been established up to a maximum secured amount of PLN 923,903 thousand and EUR 32,667 thousand. The amendment to the credit facility agreement dated 10 January 2025, executed in May 2026, provides for a customary update of the security package upon such changes. The overdraft facility of Appchance Group Sp. z o.o. is secured by a blank promissory note of up to PLN 400 thousand issued in favour of mBank S.A. and a corporate guarantee provided by Vercom S.A. Lease liabilities The office lease contract, which meets the definition of a lease under IFRS 16, is secured by a bank guarantee, as disclosed in note 21, and by notarised consent to enforcement (covering both the return of the leased asset and the payment of rent together with related charges).
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 35 Terms of credit facility agreements and lease contracts as at 30 June 2026 and 31 December 2025 Amount of financing provided Nominal interest rate /Currency Contractual maturity date (repayable in instalments until) 30 June 2026 31 December 2025 PLN thousand Nominal amount Carrying amount Nominal amount Carrying amount Credit facility agreement of 10 January 2025 with a bank syndicate of mBank S.A. and Bank Polska Kasa Opieki S.A. 5,535 3M WIBOR + margin/ PLN 31 Dec 2026 2,016 1,996 3,361 3,315 Credit facility agreement of 10 January 2025 with a bank syndicate of mBank S.A. and Bank Polska Kasa Opieki S.A. 82,759 3M EURIBOR + margin/ EUR 28 Dec 2028 64,788 64,026 69,893 69,106 Overdraft facility 6,000 141 141 65 65 Non-bank borrowings 26 26 15 15 Lease liabilities 9,527 9,527 8,431 8,431 Total interest-bearing liabilities 76,499 75,716 81,764 80,932 Financing terms – covenants The covenants under the credit facility agreement dated 10 January 2025 are calculated on the basis of the consolidated financial information of the cyber_Folks Group and include the total net debt to EBITDA ratio and the debt service coverage ratio, calculated with an IFRS 16 to IAS 17 adjustment. As at 30 June 2026 and as at the date of authorisation of these interim condensed consolidated financial statements for issue, all covenants were complied with. 21. Contingent liabilities, bank guarantees and corporate guarantees Bank guarantees The table below presents bank guarantees outstanding as at 30 June 2026, issued at the request of the Parent, Vercom S.A., by mBank S.A. and Bank Polska Kasa Opieki S.A. The guarantees issued by mBank secure an office lease agreement. while the guarantee issued by Bank Polska Kasa Opieki S.A. serves as a performance bond. Issue date Expiry date Related party Beneficiary Issuing bank Guarantee amount (in currency units) 5 Nov 2024 31 Oct 2026 Vercom S.A. Quattro Business Park Sp. z o.o. mBank S.A. EUR 37,512.23 25 Mar 2025 25 Apr 2028 Vercom S.A. Social Insurance Institution (ZUS) Bank Polska Kasa Opieki S.A. PLN 1,957 thousand
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 36 Corporate guarantees received and provided As at 30 June 2026, the Group benefited from a corporate guarantee provided by cyber_Folks S.R.L., a subsidiary of the ultimate parent, cyber_Folks S.A., and, at the same time, through MailerLite, Inc., MailerLite Ltd and ProfiSMS s.r.o., provided corporate guarantees in respect of the due performance by cyber_Folks S.A. of all monetary obligations arising under the credit facility agreement dated 10 January 2025 (see note20). Tax legislation Legislation governing value added tax, corporate and personal income tax and social security contributions is subject to change, and consequently there is often no established body of regulations or legal precedent to rely on. The applicable legislation al so contains ambiguities that give rise to differences in the interpretation of tax regulations, both among public authorities and between public authorities and businesses. Tax settlements and other matters, such as customs and foreign exchange settlements , may be subject to review by the relevant authorities, which are empowered to impose significant penalties. Any additional liabilities assessed following such reviews must be paid together with interest. Consequently, tax risk in Poland is higher than in countries with more stable tax systems. Tax settlements may be subject to review for a period of five years. As a result, the amounts disclosed in these interim condensed consolidated financial statements may change at a later date following their final determination by the tax authorities. In the opinion of the Management Board of the Parent, as at the date of authorisation of these interim condensed consolidated financial statements for issue, the balance of corporate income tax liabilities reflects uncertainties over income tax treatments in accordance with IFRIC 23. 22. Other liabilities . PLN thousand 30 June 2026 31 December 2025 Non-current liabilities Security deposits received 55 56 55 56 Current liabilities Tax liabilities (other than income tax) and similar charges 5,000 5,190 Liabilities arising from purchase of property, plant and equipment and intangible assets 169 111 Contractual penalties and compensation payable 300 300 Other financial liabilities 205 51 Other liabilities 253 341 5,927 5,993 23. Financial instruments 23.1. Classification and measurement of financial instruments The comparison of the carrying amounts of financial assets and liabilities with their fair values is presented below (the table includes all financial assets and liabilities, regardless of whether they are recognised in the interim condensed consolidated f inancial statements at amortised cost or at fair value). The table presents the
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 37 fair value of the Group's instruments, classified in accordance with the three -level fair value hierarchy, in which: Level 1 – fair value is determined based on quoted (unadjusted) market prices in active markets for identical assets or liabilities; Level 2 – fair value is determined based on observable market inputs other than quoted prices (for example, directly or indirectly by reference to similar instruments available in the market); Level 3 – fair value is determined using valuation techniques that are not based on observable market inputs. 30 June 2026 Carrying amount Fair value PLN thousand Level 1 Level 2 Level 3 Total Financial assets at amortised cost Loans 347 - - - (*) Trade receivables 46,872 - - - (*) Lease receivables (outside the scope of IFRS 9) 596 - - - (**) Cash and cash equivalents 88,411 50,505 37,906 - 88,411 Other financial assets 797 - - - (*) 137,023 50,505 37,906 - Financial liabilities at amortised cost Borrowings 66,188 - 66,972 - 66,972 Lease liabilities (outside the scope of IFRS 9) 9,528 - - - (**) Trade payables 43,385 - - - (*) Other financial liabilities 429 - - - (*) 119,530 - 66,972 - 31 December 2025 Carrying amount Fair value PLN thousand Level 1 Level 2 Level 3 Total Financial assets at amortised cost Loans 360 - - - (*) Trade receivables 50,556 - - - (*) Lease receivables (outside the scope of IFRS 9) 657 - - - (**) Cash and cash equivalents 105,519 53,863 51,656 - 105,519 Other financial assets 196 - - - (*) 157,288 53,863 51,656 - Financial liabilities at amortised cost Borrowings 72,501 - 73,333 - 73,333 Lease liabilities (outside the scope of IFRS 9) 8,431 - - - (**) Trade payables 41,335 - - - (*) Other financial liabilities 218 - - - (*) 122,485 - 73,333 - (*) The carrying amounts of loans, trade receivables and payables, other financial assets and other financial liabilities approximate their fair values, primarily due to their short-term nature. (**) Excluded from the scope of classification and measurement under IFRS 9. Cash on hand and cash in bank accounts are classified as Level 1, whereas bank deposits, balances on payment service platforms and other cash equivalents are classified as Level 2 of the fair value hierarchy in accordance with IFRS 13.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 38 No transfers between Level 1 and Level 2 of the fair value hierarchy occurred during the periods ended 30 June 2026 and 31 December 2025. 24. Related-party transactions 24.1. Transactions with key management personnel The Group’s key management personnel include members of the Management Board and the Supervisory Board of the Parent as well as members of the Management Board and the Supervisory Board of the ultimate parent, cyber_Folks S.A. Transactions with members of the Management Board of the Parent 6 months ended Balance as at PLN thousand 30 June 2026 30 June 2025 30 June 2026 31 December 2025 Short-term employee benefits – remuneration for serving on governing bodies of Vercom S.A. 155 155 20 20 Cost of other employee benefits / employee benefit obligations 97 94 9 8 Remuneration for services rendered/ liabilities / (prepayments) 2,226 1,671 170 143 Measurement of incentive scheme in a subsidiary 198 - - - Measurement of incentive scheme in the parent 737 - - - Transactions with members of the Supervisory Board of the Parent 6 months ended Balance as at PLN thousand 30 June 2026 30 June 2025 30 June 2026 31 December 2025 Short-term employee benefits/ liabilities 122 114 13 13 Short-term employee benefits / liabilities in subsidiaries 14 14 - 4 Remuneration under service agreements / liabilities 55 - 14 -
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 39 Transactions with members of the Management Board of the ultimate parent, cyber_Folks S.A. 6 months ended Balance as at PLN thousand 30 June 2026 30 June 2025 30 June 2026 31 December 2025 Short-term employee benefits – remuneration for serving on governing bodies of Vercom S.A. 28 24 4 3 Short-term employee benefits – remuneration for serving on governing bodies of subsidiaries - 6 - - Cost of other employee benefits / employee benefit obligations 29 28 4 4 Remuneration for services rendered / liabilities 29 83 - 14 Transactions with members of the Supervisory Board of the ultimate parent, cyber_Folks S.A. In the reporting periods ended 30 June 2026 and 31 December 2025, the Vercom Group did not enter into any transactions with members of the Supervisory Board of the ultimate parent, cyber_Folks S.A. 24.2. Other related-party transactions 6 months ended Balance as at PLN thousand 30 June 2026 30 June 2025 30 June 2026 31 December 2025 Revenue / trade receivables 947 886 106 429 parent: cyber_Folks S.A. 652 714 94 207 other related parties 295 172 11 221 Lease income / lease receivables 117 99 596 657 parent: cyber_Folks S.A. 117 99 596 657 Interest received on loans/Loans granted 398 9 278 271 parent: cyber_Folks S.A.(1) 391 - - - other related parties 7 9 278 271 Purchases/ trade payables 2,744 3,603 469 259 parent: cyber_Folks S.A. 910 1,857 208 7 other related parties 1,834 1,746 261 251 Purchases/ financial liabilities - - 162 - parent: cyber_Folks S.A. - - 162 - Interest expense on non-bank borrowings/ non- bank borrowings 19 - 19 - parent: cyber_Folks S.A.(2) 19 - 19 - Lease expenses/ lease liabilities 761 913 512 622 parent: cyber_Folks S.A. 761 913 512 622 (1) On 2 February 2026, the subsidiaries MailerLite Inc. and MailerLite Ltd. each granted a loan of EUR 3,000 thousand to the ultimate parent, cyber_Folks S.A. In both cases, the repayment date was set at 30 April 2026. As at 30 June 2026, both loans had been repaid together with interest.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 40 (2) On 11 June 2026, the Parent, Vercom S.A., received a loan of PLN 10,000 thousand from the ultimate parent, cyber_Folks S.A., with the repayment date set at 31 December 2026. As at 30 June 2026, the only amount outstanding under the loan was interest of PLN 19 thousand. Transactions with other related parties include transactions with entities related to the Group through personal links, as outlined in paragraph 9(b)(vi) of IAS 24. For information on corporate guarantees received from and granted to related entities and security for the credit facility agreement of 10 January 2025, see notes 20 and21. Related-party transactions are conducted on an arm’s length basis. 25. Share-based incentive scheme On 7 May 2025, the Annual General Meeting of Vercom S.A. resolved to introduce another incentive scheme for employees and independent contractors of Vercom S.A. and the subsidiary Mailer Lite Inc. (the “Scheme”). Details of the objectives, valuation and key features of the Scheme are disclosed in the notes to the most recent full-year consolidated financial statements for the year ended 31 December 2025. The Scheme covers four financial years, from 2025 to 2028, and will be settled by selling Vercom S.A. shares to its participants at par value (PLN 0.02 per share), subject to satisfaction of the conditions specified in the Scheme. The participation agreeme nts signed to date and remaining in force are dated 1 September 2025 (the grant date as defined in IFRS 2 Share-based Payment ) and cover 183,700 entitlements to acquire shares, allocated as follows: Financial year 2025 2026 2027 2028 Total Individual target pool 25,672 22,053 22,072 22,053 91,850 Performance target pool 25,653 22,072 22,053 22,072 91,850 Total 51,325 44,125 44,125 44,125 183,700 The maximum number of entitlements that may be granted under the 2025 –2028 Scheme is 211,900, of which 183,700 have been granted. The remaining 28,200 entitlements form a reserve pool. In the six months ended 30 June 2026, the employee remuneration expense recognised in relation to the Scheme amounted to PLN 2,604 thousand. The loyalty criterion and individual targets are assessed separately for each participant and apply individually to each year of the Scheme. The required level of adjusted EBITDA for each year of the Scheme, which constitutes the condition for achievement of the performance target, is presented in the table below. If the Scheme targets are not met in a given financial year, entitlements in the pool linked to that target may be granted in subsequent financial years, provided that the cumulative target is ach ieved.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 41 Performance target levels for individual financial years covered by the Scheme Financial year PLN thousand 2025 2026 2027 2028 Vercom’s consolidated EBITDA required to meet the performance target 135,000 165,000 195,000 230,000 In the six months ended 30 June 2026, the Parent had not yet sold any shares to participants of the new Scheme. The total share-based payment expense under the Scheme in the 2025–2028 financial years is estimated at PLN 16,228 thousand. The total expense will be recognised over the term of the Scheme. The share -based payment expense remaining to be recognised in eac h year of the Scheme, as expected at the reporting date, is shown in the table below. Share-based payment expense under the Scheme recognised/ expected to be recognised in each financial year Financial year PLN thousand 2025 2026 2027 2028 Expected share-based payment expense 7,454 5,208 2,542 1,023 The share-based payment expense for each pool is recognised evenly in each quarter over the period for which that pool applies. In the initial years of the Scheme, arrangements remain in force in respect of both targets for those years and targets assigned to subsequent years. Consequently, the aggregate share-based payment expense relating to pools assigned to the initial years of the Scheme is higher than the corresponding expense in subsequent years. If the assumptions underlying the estimate change, the actual share-based payment expense may differ from the amount presented above. In the financial years 2021–2024, the Parent operated a share-based incentive scheme for employees associated with Vercom S.A. The final shares under the scheme were granted upon approval of the 2024 financial statements by the Annual General Meeting of Ve rcom S.A. The final transfers of shares under the scheme, comprising 45,024 shares, took place in April 2026, while 5,505 entitlements lapsed because the vesting conditions were not met by certain eligible participants. Accordingly, as at the date of autho risation of these interim condensed consolidated financial statements, the scheme had been fully settled. The total amount recognised in the Group’s equity corresponding to the share-based payment expense under the incentive scheme over the financial years 2021–2024 was PLN 4,004 thousand. The table below presents changes in the number of entitlements to acquire shares and the average exercise price.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 42 Entitlements to acquire shares Number of entitlements Weighted average exercise price Number of entitlements Weighted average exercise price 1 January–30 June 2026 1 January–31 December 2025 (restated)* At beginning of period 234,229 0.02 64,830 0.02 Granted during the period - 0.02 183,700 0.02 Exercised during the period** (45,024) 0.02 (14,301) 0.02 Lapsed during the period** (5,505) - - - Balance at end of period 183,700 0.02 234,229 0.02 Entitlements exercisable at end of period 51,325 0.02 101,854 0.02 * Following a review of how the market condition under the 2021–2024 incentive scheme was applied, the 2025 comparative information was retrospectively restated. Based on the reassessment, it was concluded that the condition was satisfied in 2025, as entitlements relating to the market target did not lapse automatically if the market target was not ach ieved in a given year, but could be granted in the following year if the target was then met. Consequently, shares from the market target pool for 2021–2024 were delivered to participants in accordance with the entitlement volumes previously granted. ** Entitlements to acquire shares exercised and lapsed in the six months ended 30 June 2026 relate entirely to the 2021 – 2024 incentive scheme. 26. Events after the reporting date Vercom S.A. shareholders’ agreement On 1 July 2026, the shareholders of Vercom S.A., namely cyber_Folks S.A., Patrimonium Fundacja Rodzinna, Adam Lewkowicz, Cone Fundacja Rodzinna and Krzysztof Szyszka, entered into an agreement – for details, see note16. Incorporation of the subsidiary OwnRoot Sp. z o.o. On 4 August 2026, OwnRoot Sp. z o.o., with its registered office in Poznań, was incorporated to develop services relating to cybersecurity and regulatory compliance. The company’s share capital amounts to PLN 200 thousand and is divided into 4,000 shares. Vercom S.A. holds 3,000 shares, representing 75% of the company’s share capital and 75% of the total voting rights, subscribed for through a cash contribution of PLN 4,000 thousand. The remaining 1,000 shares, representing 25% of the share capital and 25% of the total voting rights, are held by the other shareholder. Those shares were subscribed for through an in-kind contribution comprising economic copyrights to software and know-how. In addition to its ownership interest, the Parent has a special right to appoint and remove a majority of the members of the company’s management board, irrespective of the size of its shareholding. Consequently, Vercom S.A. has controlled OwnRoot Sp. z o.o. within the meaning of IFRS 10 since its incorporation, and the entity is fully consolidated from the date control was obtained, i.e. 4 August 2026. As at the date of authorisation of these interim condensed consolidated financial statements for issue, OwnRoot Sp. z o.o. had not yet been entered in the National Court Register and operated as a limited liability company in formation.
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Vercom Group Interim condensed consolidated financial statements for the six months ended 30 June 2026 PLN thousand The notes on pages 10–43 form an integral part of these interim condensed consolidated financial statements 43 Release of funds of the subsidiary Freshmail Sp. z o.o. attached as security On 30 July 2026, the subsidiary Freshmail Sp. z o.o. recovered an amount of PLN 1,289 thousand (comprising funds previously attached as security plus PLN 35 thousand of accrued interest).