Current Reports

Current Report 11/2025

In accordance with the Terms and Conditions of Issuance of bonds of series A1, A2, T, U, B1, C6 and D2, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of February 28, 2025, the nominal value of the claims included in the set of pledged claims for each series amounted to.

for the A1 series, PLN 19,262,476.

for the A2 series PLN 20,800,423.

For the T series, PLN 19,240,144.

For the U series, PLN 12,094,476.

For the B1 series, PLN 15,338,497.

for the C6 series PLN 36,001,332.

for the D2 series PLN 42,018,792.

Total value of the collection: PLN 164,756,139.

There was no shortage condition

Total receipts to the pledged bank account established to secure receivables from Series A1, A2, T, U and Series B1 Bonds for the last 6 months amounted to PLN 232,330,769.

The value of the Loss Ratio as of 28/02/2025 is 0.43%

Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).

Current Report 10/2025

The Management Board of PragmaGO S.A., based in Katowice (the “Issuer”), informs that on March 20, 2025. The Issuer has entered into an agreement with CK Legal Chabasiewicz Kowalska i Wspólnicy Spółka Komandytowo – Akcyjna, based in Krakow (“Pledge Administrator”) acting as a pledge administrator on its own behalf, but for the benefit of the bondholders entitled under the series D3 bonds issued by the Issuer under the Fifth Public Bond Issuance Program (the “Series D3 Bonds”), a registered pledge agreement on a set of rights with a variable composition (the “Set Pledge Agreement”) and a registered pledge agreement on receivables from a bank account (the “Account Pledge Agreement”), to secure the receivables of the bondholders entitled under the Series D3 Bonds.

The registered pledge on the set of floating rights, which is the subject of the Set Pledge Agreement, will be established up to the highest security amount of PLN 60,000,000.00 (sixty million).

Under the Collection Pledge Agreement, the Issuer undertook not to sell or encumber the object of the registered pledge as a whole, or the individual receivables included in the collection, before the expiration of the pledge. The Collection Pledge Agreement stipulates that the Pledge Administrator may, at its discretion, satisfy the Bondholders’ claims from the pledged object: through court enforcement proceedings, through sale by public tender conducted by a bailiff or notary public, by taking ownership of the collection of receivables as a pledged object.

The registered pledge on the Issuer’s present and future rights, receivables and claims against the bank maintaining the Issuer’s bank account, including, in particular, the claim for payment of amounts accumulated on the account together with all accrued interest, which is the subject of the Account Pledge Agreement, shall be established up to the highest security amount of PLN 60,000,000.00 (sixty million).

The Account Pledge Agreement provides that the Pledge Administrator may, at its option, satisfy the Bondholders’ claims from the pledged property: through judicial enforcement proceedings or by taking ownership of the pledged property.

The Issuer announced the issuance of the Series D3 Bonds in Current Report No. 9/2025 dated March 20, 2025.

Legal basis: Article 17 (1) MAR – confidential information.

Current Report 9/2025

The Board of Directors of PragmaGO S.A., based in Katowice, Poland (the “Company” or the “Issuer”) announces that on March 20, 2025, it adopted a resolution on the issuance and determination of the final terms and conditions of issuance of Series D3 bonds (the “Bonds”). The Bonds are issued under the Fifth Public Bond Issuance Program, for which the Registration Document, the Secured Bond Offering Document and the Unsecured Bond Offering Document were approved by the Financial Supervisory Commission on September 18, 2024.

The Bonds will be offered through a public offering on the basis of the Base Prospectus for Secured Bonds (the “Prospectus”).

As part of the Bond issue, 400,000 (in words: four hundred thousand) Bonds with a nominal value of PLN 100.00 (one hundred) each will be offered, and additionally no more than 100,000 (in words: one hundred thousand) Bonds will be offered, if the Board of Directors decides to increase the number of Bonds to be offered, on the terms and conditions set forth in the Prospectus and in the Final Terms of the Bond Issue.

The total par value of the Bonds will be 40,000,000 (in words: forty million) zlotys, and if the Management Board decides to increase the number of Bonds in the offering – 50,000,000 (in words: fifty million) zlotys. The issue price of the Bonds is equal to the par value.

The interest rate on the Bonds is variable, and will be set at the prime rate plus a fixed margin, subject to an increase in the margin if the Issuer’s Debt Index is exceeded under the terms described in the Final Terms of the Bonds. Detailed rules for determining the interest rate on the Bonds, including in particular the prime rate, are presented in the Prospectus and the Final Terms of the Bonds.

The Issuer will redeem the Bonds on April 4, 2029. The Issuer will have the right of early redemption of the Bonds, the rules for the exercise of which will be described in the Final Terms of the Bonds. The bonds will be dematerialized and the Issuer will apply for their introduction to trading on the Catalyst regulated market operated by the Warsaw Stock Exchange.

In particular, the Bonds will be secured by a registered pledge on a set of existing and future receivables of variable composition, constituting an economic whole, and a registered pledge on the Issuer’s bank account. Details of the collateral for the Bonds are presented in the Prospectus and the Final Terms of the Bonds.

The Issuer announced the determination of the Fifth Public Bond Issuance Program through current report No. 29/2024 dated June 7, 2024.

Legal basis: Article 17 (1) MAR – confidential information.

RB 08/2025

In accordance with the Terms of Issuance of bonds of series A1, A2, T, U, B1, C6 and D2, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of January 31, 2025, the nominal value of the claims included in the set of pledged claims for each series amounted to.

for the A1 series, PLN 19,201,632.

for the A2 series, PLN 20,451,523.

for the T series, PLN 19,210,736.

for the U-series PLN 12,006,297.

For the B1 series, PLN 15,437,268.

For the C6 series, PLN 36,100,560.

for the D2 series PLN 42,042,690.

Total value of the collection: PLN 164,450,705.

There was no shortage condition

Total receipts to the pledged bank account established to secure receivables from Series A1, A2, T, U and Series B1 Bonds for the last 6 months amounted to PLN 240,795,425.

The value of the Loss Ratio as of 31/01/2025 is 0.47%.

Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).

RB 7/2025

With reference to current report No. 34/2022 dated 28/09/2022, the Management Board of PragmaGO S.A. (hereinafter: “the Company”) informs that due to the Company’s submission of an application to the Financial Supervision Commission for the deletion of a small payment institution (hereinafter: “MIP”) from the register of payment service providers, as of January 31, 2025. PragmaGO S.A. was deleted from the register of MIPs, where it was disclosed under the number MIP157/2022. The deletion from the register of MIPs took place at the Company’s request. Resignation from the status of a small payment institution will not affect the Company’s product offerings and results, as it has so far provided payment services on a small scale and their implementation is not necessary for the Company’s strategic development in the area of Embedded Finance.

Legal basis: Article 17 (1) of the EU Parliament and Council Regulation No. 596/2014 MAR.

RB 6/2025

The Management Board of PragmaGO S.A. (the “Issuer”) presents the estimated results of the Group in terms of turnover and number of clients for the fourth quarter of 2024 and for the year 2024. The final results will be provided in the content of the annual interim report scheduled for publication on April 24, 2025. The data presented do not include the data of the subsidiary Telecredit IFN SA, over which the Issuer acquired control on December 5, 2024.

Q4 2024 results.

Turnover understood as the nominal value of financed receivables in Q4 2024 amounted to PLN 677 million, up 32% year-on-year, of which PLN 512 million was attributable to factoring (up 25% year-on-year) and PLN 165 million (up 67% year-on-year) to embeded finance products (Merchant Cash Advance and BNPL B2B).

Digital factoring achieved a 37% increase in the value of financed receivables compared to the fourth quarter of last year, reaching a turnover of PLN 255 million.

In Q4 2024, 13,547 entrepreneurs used PragmaGO Group’s services (up 40% year-on-year) to complete a total of 163,867 transactions (up 66% year-on-year). Factoring was used by 1,234 clients (up 35% year-on-year).

In the last quarter of 2024, 12,334 entrepreneurs used embedded finance services(a 40% increase over the last quarter of 2023), including:

• The Merchant Cash Advance service was used by 2,145 entrepreneurs(up 78% year-on-year), who received financing worth PLN 91 million (up 115% year-on-year),
• BNPL ‘s services (B2B deferred payments) were used by 10,476 entrepreneurs(up 35% y/y), who received financing worth PLN 74 million (up 31% from Q4 2023).

2024 results

In 2024, PragmaGO Group’s total turnover amounted to PLN 2.4 billion (up 30% y/y), of which factoring generated PLN 1.9 billion (up 23% y/y). Factoring was used by 2,345 customers (26% more than in the same period last year). The value of financed receivables under digital factoring amounted to PLN 1.0 billion, an increase of 44% y/y.

The value of financing provided for embedded finance services amounted to PLN 0.5 billion (up 68% y/y), benefiting 19,245 companies (+29% y/y), including:

• The Merchant Cash Advance service was used by 3,981 entrepreneurs(up 58% y/y), who received financing worth PLN 278 million (up 112% y/y),
• BNPL ‘s services (B2B deferred payments) were used by 16,035 entrepreneurs(up 23% y/y), who received financing worth PLN 249 million (up 37% y/y).

During 2024, PragmaGO Group provided services to 21,518 traders, a 29% increase over the previous year. In total, they completed 501,022 transactions (up 27% year-on-year).

Legal basis – Article 17 (1) Regulation of the European Parliament and of the Council ( EU) No. 596/2014 (MAR)

RB 5/2025

Pursuant to § 80 section 1 of the Ordinance of the Minister of Finance dated March 29, 2018 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (hereinafter – the Ordinance), the Management Board of PragmaGO S.A. informs that periodic reports in 2025 will be made public on the following dates:

1. separate and consolidated annual report for 2024. – April 24, 2025.
2. Consolidated quarterly report for Q1 2025. – May 29, 2025
3. Consolidated report for H1 2025. – September 18, 2025
4. Consolidated quarterly report for Q3 2025. – November 20, 2025.

At the same time, the Company’s Board of Directors declares that:

1. in accordance with § 79(2) of the Ordinance, the Issuer will not provide a quarterly report for the fourth quarter of the 2024 fiscal year and a quarterly report for the second quarter of the 2025 fiscal year,
2. in accordance with § 62(1) of the Ordinance, the Issuer will provide consolidated quarterly reports for the first and third quarters of the 2025 fiscal year containing quarterly financial information and will not provide separate stand-alone quarterly reports for these reporting periods,
3. In accordance with Section 62(3) of the Ordinance, the Issuer, which is the Parent Company, will not publish a separate stand-alone semi-annual report, and therefore the consolidated semi-annual report for the first half of fiscal 2025 will include the Issuer’s condensed semi-annual financial statements together with the report of the auditing firm.

RB 4/2025

In accordance with the Terms of Issuance of bonds of series A1, A2, T, U, B1, C6 and D2, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of December 31, 2024, the nominal value of the claims included in the set of pledged claims for each series amounted to.

for the A1 series, PLN 19,302,222.

for the A2 series PLN 20,407,778.

For the T series, PLN 19,840,547.

For the U series, PLN 12,001,956.

For the B1 series, PLN 15,350,542.

for the C6 series PLN 36,009,191.

for series D2 PLN 42,030,650.

Total value of the collection: PLN 164,942,887.

There was no shortage condition

Total receipts to the pledged bank account established to secure receivables from Series A1, A2, T, U and Series B1 Bonds for the last 6 months amounted to PLN 214,440,867.

The value of the Loss Ratio as of 31/12/2024 is 0.52%.

Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).

RB 3/2025

The Management Board of PragmaGO S.A. “the Company” informs that on January 9, 2025, the District Court of Katowice-East in Katowice registered an increase in the Issuer’s share capital by the amount of PLN 1,180,129.00. The Issuer’s share capital was increased through the issuance of 1,180,129 series K bearer shares. After the registration of the increase, the Company’s share capital amounts to PLN 8,071,170.00 and is divided into 8,071,170 shares with a nominal value of PLN 1.00 each, including:

1) 703,324 series A registered shares preferred as to voting so that each share has 2 votes;
2) 1,200,000 series B bearer shares;
3) 662,586 series C bearer shares;
4) 186,257 series D bearer shares;
5) 1,657,459 series E bearer shares;
6) 154,889 series F bearer shares;
7) 35.123 bearer shares of series G;
8) 1,334,222 bearer shares of series H;
9) 511,967 bearer shares of series I;
10) 445,214 bearer shares of series J;
11) 1,180,129 bearer shares of series K.

The total number of votes from all issued shares of the Issuer is 8,774,494.

The share capital increase was carried out on the basis of Resolution No. 3 of the Extraordinary General Meeting of Shareholders dated December 2, 2024, which the Issuer announced in Current Report No. 70/2024 dated December 2, 2024.

Legal basis: § 5 para. 1 of the Regulation of the Minister of Finance of March 29, 2018 on current and periodic information (….).

RB 2/2025

The Management Board of the Issuer PragmaGO S.A. informs that on January 8, 2025, the Management Board of the Warsaw Stock Exchange adopted Resolution No. 22/2025 to introduce 350,000 series D2 bearer bonds with a nominal value of PLN 100 each, issued by PragmaGO S.A., to trading on the primary market on January 10, 2025. The bonds will be listed in the continuous trading system under the abbreviated name “PFR1228.” The Resolution of the Management Board of the Warsaw Stock Exchange shall come into force on the date of adoption.
Legal basis: § 17 (1) (4) of the Regulation of the Minister of Finance dated March 29, 2018. on current and periodic information (…).

RB 1/2025

The Management Board of PragmaGO S.A. (hereinafter: “Issuer”) informs that on December 31, 2024, the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) issued a statement on entering into an agreement with the Issuer for the registration in a securities depository of i.e. 350,000 series D2 bearer bonds, which have been assigned ISIN code: PLGFPRE00420 (hereinafter: “Bonds”). The registration will take place on January 03, 2025.

Legal basis: § 17 (1) (1) of the Regulation of the Minister of Finance dated March 29, 2018. On current and periodic information.