GARIN AI Spółka Akcyjna

Investor Relations

Public offering of Series J shares to shareholders with preemptive rights, including the publication of the Offering Document and the subscription form:

Shareholder structure of GARIN AI S.A., highlighting shareholders holding at least 5% of the Company’s shares.

Shareholder
Number of shares
Percentage of shares
Number of votes
Percentage of votes
CPAR Limited
2 928 704
17,03
2 928 704
17,03
Dariusz Cisak
5 040 000
29,3
5 040 000
29,3
NEW TECH SP. Z O.O.
3 940 000
22,91
3 940 000
22,91

Information regarding the share capital of GARIN AI S.A. as recorded in the National Court Register:

Share capital registered with the National Court Register
PLN 1 720 000,00
Number of shares
17 200 000
Number of votes
17 200 000
Share capital
1 720 000
Par value of a share
PLN 0,10

Updated: June 5, 2026

GarinAI

GARIN AI Spółka Akcyjna
ul. Nowogrodzka 64/43
02-014 Warsaw

KRS 0000378711 | NIP 5222971669 | REGON 142755369

Contact data:

Email address:

biuro@GARINAI.pl

Phone number:

+48 511 259 329

Corporate documents:

Information documents:

  • 21/05/2026 – GARIN AI S.A. – Information Memorandum (Series J) (PDF)

The Management Board of GARIN AI S.A.:

Piotr Gniadek

Chairman of the Board

[click here to download the resume]

The Supervisory Board of GARIN AI S.A.:

Dariusz Burciu

[click here to download the resume]

Grzegorz Konrad

[click here to download the resume]

Tomasz Swadkowski

[click here to download the resume]

Jarosław Grzechulski

[click here to download the resume]

The Company was registered in the National Court Register on February 17, 2011 under the name Abeonet Spółka Akcyjna, and under that name, the Company’s shares were admitted to trading on the NewConnect alternative trading system on September 14, 2011.

Subsequent changes to the Company’s name:

  • 12/19/2013 name changed to Copernicus Yachts Group Spółka Akcyjna
  • 03/12/2015 name changed to Arrinera Spółka Akcyjna
  • 09/14/2022 name changed to GARIN Spółka Akcyjna
  • 10/01/2025 name changed to GARIN AI Spółka Akcyjna

EBI

Informational and periodic reports

The text of the resolutions adopted by the Annual General Meeting on April 14, 2026

The Management Board of Garin AI S.A., with its registered office in Warsaw (the “Company”), hereby announces the convening of on June 30, 2026 the Company’s Annual General Meeting, which will commence at 1:00 p.m., at the offices of the notary public firm Karolina Kowalik Małgorzata Kowalewska-Łaguna Notariusze s.c. in Warsaw (00-681) at ul. Hoża 37, office 16.

Attached, the Company’s Management Board provides (1) the full text of the notice convening the Ordinary General Meeting, (2) draft resolutions and (3) sample proxy form for voting at the General Meeting through a proxy.

Schedule for the publication of interim reports by GARIN AI S.A. in 2026:

Interim reports for 2025 will be published on the following dates:
Quarterly interim report for the fourth quarter of 2025February 5, 2026;
quarterly interim report for the first quarter of 2026May 15, 2026;
annual interim report for 2025June 1, 2026;
– quarterly interim report for the second quarter of 2026 – August 14, 2026 ;
– quarterly interim report for the third quarter of 2026 – November 16, 2026 ;

Any changes to the dates of submission of periodic reports will be disclosed to the public by the Issuer in the form of a current report, in accordance with the rules set forth in §6(14.2) of Appendix No. 3 to the ASO Rules.

Legal basis: §6(14.1) of Appendix No. 3 to the Alternative Trading System Rules “Current and Periodic Information Disclosed in the Alternative Trading System on the NewConnect Market.

The Company’s new strategy focuses on building a portfolio of projects that utilize artificial intelligence (AI).

AI is still in its early stages of development not only in Poland but around the world, and it would be difficult at this point to single out just one industry to focus on. Market experience shows that a single organization can effectively manage technology projects across different industries, provided they are linked by a common underlying technology. In many cases, machine learning algorithms and advanced data processing systems serve as this foundation.

For this reason, the Issuer intends to develop AI projects across various sectors of the economy, with all projects united by a single technology—artificial intelligence—as well as common technical and organizational standards.

The Company’s mission will be to provide Polish enterprises with the latest advanced artificial intelligence technologies, and its goal will be to become a leading Polish technology company with a portfolio of AI projects serving various market segments.

GARIN AI’s vision is to strive to become a leading Polish technology company with a portfolio of AI projects serving various segments of the Polish market. We want to be recognized as a company that effectively adapts proven, international business models to the Polish context, and our goal will be to establish a leading position in the field of artificial intelligence.

The global AI market is estimated to be worth $244 billion in 2025 and is projected to grow to over $826 billion by 2030, with a compound annual growth rate (CAGR) of 27–38%, while AI industry revenues will increase 15 -fold between 2022 and 2027: from $28 billion in 2022 to $420 billion in 2027, representing a record growth rate of 72% CAGR. These figures demonstrate that AI is currently one of the most dynamic and promising sectors of the global economy.

The Company’s Management Board emphasizes that, in its view, the adoption of the new strategy and the change of the company’s name to GARIN AI S.A. represent a significant change for the Company and will enable the Company to operate in a highly promising market.

GARIN AI S.A.'s Strategy

About the company

GARIN AI Spółka Akcyjna is the first Polish technology company listed on NewConnect that will build a portfolio of projects utilizing artificial intelligence.

AI, not only in Poland but worldwide, is in its early stages of development, and it is currently difficult to choose just one industry to focus on. We draw inspiration from proven international models in which a single organization effectively manages a diverse portfolio of technology projects based on a shared foundation of expertise.

In our case, this foundation will be artificial intelligence, combining companies’ innovation with the latest technologies.

Our mission

Our mission is to provide Polish businesses with access to the latest, cutting-edge artificial intelligence technologies. We are convinced that democratizing access to AI technology can level the playing field in the market and boost the competitiveness of the Polish economy.

We will achieve this mission by building a portfolio of AI projects that are affordable and functional for businesses of all sizes.

Our vision

Our vision is to strive to become a leading Polish technology company with a portfolio of AI projects serving various segments of the Polish market. We want to be recognized as a company that effectively adapts proven, international business models to the Polish market, and our goal is to establish a leading position in the field of artificial intelligence.

Business model

Market experience shows that a single organization can effectively manage technology projects across different industries, provided they are linked by a common underlying technology. In many cases, machine learning algorithms and advanced data processing systems serve as this foundation.

In the case of GARIN AI, this role is played by artificial intelligence, which forms the basis for the development of all projects. The company’s organizational structure has been designed to enable the development of diverse initiatives within a shared technology platform, while maintaining operational efficiency and the ability to share resources. GARIN AI plans to implement this strategy in a manner tailored to the Polish market, focusing on projects with high commercial potential that are scalable and realistically support the technological transformation of businesses and institutions.

GARIN AI plans to implement a similar strategy tailored to the Polish market.

Project selection criteria

A Mandatory Component of Artificial Intelligence
Ultimately, all our projects must be based on AI technology as a key element that creates added value for end customers. At GARIN AI, we want to focus on projects that are based on artificial intelligence and where AI is the foundation of their competitive advantage. We are not interested in projects where AI is merely a marketing gimmick. We are looking for projects that
would lose their uniqueness and market value without the artificial intelligence component.

Operating companies with their first customers
We want to bring projects into GARIN AI that are in the early stages of development, but not startups with no revenue or companies in the conceptual phase. We will be interested in projects that already have their first paying customers and a market-proven product or service. This will allow us to mitigate the risks associated with an uncertain business model or market demand and focus on supporting the project in its scaling efforts.

Sector Diversification for Stability
Our goal is to ensure that GARIN AI’s project portfolio is resilient to market cycles. We see an opportunity to achieve this by seeking out projects across various areas of artificial intelligence application. Initially, we intend to focus on business applications for enterprises, defense technologies and security, and industrial AI applications. This stems from the fact that we take into account the current geopolitical situation, which opens up significant opportunities, particularly in the strategic defense sector. However, we remain open to other attractive business opportunities in the rapidly growing AI technology market.

Individual development with a focus on synergies
We plan to develop each project separately, maintaining the operational autonomy of the teams and their organizational culture. At the same time, we intend to actively seek out and leverage synergies between projects, particularly in areas of shared corporate clients and complementary functionalities. We do not intend to force artificial mergers, but we do intend to take advantage of
opportunities for cross-selling and sharing technological resources. Our goal is to make the entire portfolio more valuable than the sum of its individual parts.

Portfolio Expansion Model
As a general rule, at GARIN AI, we aim to maintain full control over every project integrated into our structure. We plan to achieve this by acquiring copyrights and hiring teams directly through GARIN AI. However, there may be exceptions to this rule, such as acquiring—ultimately no less than 51%—of the shares in an existing company. In such a case, the acquisition may be made for cash or in exchange for GARIN AI shares. In any case, teams will be rewarded for their success with cash bonuses or shares as part of an incentive program.

Advantages of the model

In-depth expertise in the use of artificial intelligence
Our specialization in AI technologies will enable us to better assess the potential of projects and support their technological development. The team of experts we are currently building—who understand both the technical aspects of various AI applications and the market opportunities for their commercialization—will support our projects at the strategic level, and their knowledge will translate into better investment decisions and more effective support for individual project teams. Additionally, our specialization will make us a recognizable partner for the best talent in the AI industry.

Spreading risk across different sectors
A portfolio spanning various sectors, business models, and development cycles will ensure the financial stability of the entire organization. When one sector goes through a difficult period, others can offset the declines and maintain overall profitability. This diversification is particularly important in the rapidly changing market of modern technologies, where individual niches can quickly gain or lose popularity. Portfolio diversity will also allow us to better understand market trends and anticipate future growth opportunities.

Knowledge Transfer Between Projects
Sharing technical and business best practices across projects in the portfolio will create added value for all teams. Regular meetings will be held where teams will share their experiences with implementing AI solutions, customer service, and scaling operations. This knowledge transfer will accelerate the development of newer projects and help avoid mistakes that have been made in other projects within our portfolio. Additionally, joint brainstorming sessions will provide an opportunity to create innovative solutions that would not have emerged if individual teams had worked in isolation.

Target customer groups

Small and Medium-Sized Enterprises
The small and medium-sized enterprise (SME) segment forms the backbone of the Polish economy and, consequently, our target market, given its greatest potential for growth and adoption of AI technology. These companies often have limited resources for developing their own technological solutions, but at the same time are flexible enough to quickly implement innovations. Their budgets for technology implementation range from a few thousand to several hundred thousand zlotys per year, making our future solutions financially accessible. Additionally, in these companies, decisions to purchase technology are often made directly by owners or CEOs, which shortens the sales cycle.

Selected departments in corporations
Large corporations often seek specialized solutions for specific departments or business processes. HR, IT, customer service, and legal compliance departments in large companies have significant budgets for innovative technologies that can deliver measurable savings. These organizations value proven solutions with references and are willing to pay a premium for high quality and technical support. The sales cycle is longer here, but the value and stability of the contracts offset this customer acquisition cost.

Public Sector
The public sector, particularly in the areas of defense and security, offers opportunities for high-value, long-term contracts. Public institutions are increasingly seeking AI solutions for threat analysis, security monitoring, and the optimization of administrative processes. Budgets for such projects can reach millions of zlotys, and contracts often span multiple years with extension options. Security and certification requirements are the highest in this sector, but they also serve as a barrier to entry for competitors.

Revenue models

Subscriptions
The subscription model is the cornerstone of our revenue strategy, providing financial predictability and a stable cash flow. Customers pay monthly or annual fees for access to our AI solutions, with pricing based on the number of users and the scope of features utilized. Typical fees range from a few to several hundred zlotys per month per user, depending on the solution’s complexity and the additional tools used. This model builds customer loyalty and enables the systematic development of product features in response to user needs.

Scaling functionality as the client grows
Our solutions are designed to grow alongside the client’s business, enabling revenue growth without the need to acquire new users. As the client’s company grows and processes more data, fees for using AI resources automatically increase. This model is particularly attractive to clients because technology costs rise in proportion to the business benefits they achieve. Additionally, the more data our solutions process for a specific client, the better the results and recommendations become, which increases the solution’s value.

Custom implementations for special orders
Large corporate clients and public institutions often require standard solutions to be tailored to their specific needs and processes. We carry out such projects as custom implementations, which may include algorithm modifications, integrations with existing systems, or the development of new functionalities. The value of such projects typically ranges from one hundred thousand and up, depending on the complexity of the requirements. These projects are characterized by high margins and often lead to long-term client relationships and follow-up orders for development and technical support.

Regulatory risk – potential classification as an ASI

The Polish Financial Supervision Authority (KNF) could potentially classify GARIN AI’s activities as the management of an alternative investment company within the meaning of the Investment Funds Act, which would require obtaining a license from the KNF. To avoid such classification, we will consistently position GARIN AI as a technology company that grows through strategic acquisitions of projects and, potentially, companies with complementary technologies to build a Capital Group, rather than through financial investments for the purpose of asset management. We will document all our transactions as strategic acquisitions aimed at integrating technologies and teams, rather than achieving a financial return on investment. Our revenues are to come exclusively from the sale of technology products, software licensing, and the provision of professional services, which will clearly distinguish us from the business model of investment funds.

Additionally, we will conduct regular legal reviews with external lawyers specializing in financial regulations to monitor the compliance of our operations with applicable laws. In the event of any regulatory concerns, we will be prepared to provide detailed documentation demonstrating the technological nature of all our transactions and operations. The Management Board and Supervisory Board will consist of experts from various fields, rather than fund management specialists, which will further underscore our character as a technology company.

Market Maker

Currently, the Company does not use the services of a Market Maker.

Authorized Advisor

ul. Rączna 66B
30-741, Cracow

Authorized Advisor for the listing of GARIN AI Series C, D, E, F, G, and H shares on the NewConnect alternative trading system

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