ESPI Current Reports
Here you will find all the most important information about the Company.
All materials listed below are in the Polish language.
ESPI Current Report No. 4/2026 – Conclusion of a cooperation agreement with an American company for the supply of a new class of optical instruments for Earth observation and the commercialisation of satellite data in the Data-as-a-Service model
Current report no. ESPI 4/2026
Date of preparation: 22 January 2026
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Conclusion of a cooperation agreement with an American company for the supply of a new class of optical instruments for Earth observation and the commercialisation of satellite data in the Data-as-a-Service model.
Legal basis: Article 17(1) of the MAR Regulation, confidential information
The Management Board of Scanway S.A. (the “Company”, “Scanway”) hereby announces that on 22 January 2026 it entered into a cooperation agreement (the “Agreement”) with a US-based customer (“Partner”). The subject of the Agreement is the development and delivery of a new class of optical instruments for Earth observation, which will be used in the satellite constellation for Earth observation (“Project”) being built by the Partner. The concluded Agreement constitutes the first stage of preparatory work, preceding the operational launch of the Project by the Partner. The Company will report on further significant events related to the implementation of the Project in the relevant reports.
The estimated value of the Agreement may reach approximately USD 4,300,000 (equivalent to approximately PLN 15.5 million at the exchange rate of 22 January 2026) and relates to payment for the delivery of the first optical instrument. The remuneration due to the Company will be paid in instalments, upon acceptance of specific Project milestones. The planned delivery of the first instrument to the Partner will take place within 24 months of the Project’s operational launch.
The agreement covers the supply of optical instruments for Earth observation, as well as the possible commercialisation of data generated by the Company’s first optical instrument, which will be used in a satellite constellation built by the Partner. The commercialisation of data is to be carried out in the Data-as-a-Service (DaaS) model – in line with market practice, this model involves providing customers with satellite data streams on a subscription basis or under long-term contracts without them having to bear the costs of building and maintaining their own satellite infrastructure. This will enable the Company to generate recurring revenues from providing international external customers with access to the data stream generated by its optical instrument.
The financing of further optical instruments to be used in the Project is planned through co-financing with the Partner, based, among other things, on cash generated from the DaaS model and distributed between Scanway and the Partner according to an agreed mechanism for sharing profits from the sale of data from the first Earth observation satellite. The Company will be entitled to a percentage of the profit from the first commercialised data package.
With regard to provisions concerning possible contractual penalties, warranty clauses, product liability, etc., the Agreement does not deviate from market standards relating to these issues commonly applied in agreements of this type.
The telescope to be developed by Scanway as part of the Project will belong to a new class of instruments developed by the Company. In terms of design, the instrument will integrate several cameras operating in different wave ranges. In Scanway’s opinion, the instrument’s architecture and selected components will enable the Company to further expand its product range, enter new markets and develop cooperation with leading entities in the space sector in the United States.
The cooperation agreement with the Partner is another element, following the contract with the European Space Agency for the processing of satellite images of the Moon (as announced by the Company in current report ESPI No. 18/2025), of building the Company’s exposure to the downstream segment, the most profitable part of the space sector. Market practice and available, up-to-date industry studies (prepared, among others, by the European Space Agency and the analytical and consulting company BryceTech) indicate that regular processing and commercialisation of data can generate long-term revenues that exceed the value of the entire device (satellite).
The partner is a space sector entity based in the United States, specialising in satellite technologies, including the design and manufacture of components and complete satellites. It has a management and engineering team with many years of experience in the design and implementation of large space missions, in particular in the field of integration, testing and satellite operations for commercial customers and government institutions.
The agreement is directly in line with the “Scanway S.A. Strategy for 2026-2028”, in particular by strengthening and commercialising the Company’s expertise in building a complete optical data chain, including acquisition, processing, analytics and event prediction based on them (APAP). Additionally, in the Company’s opinion, the Agreement may have a significant impact on the development prospects and financial situation of Scanway in the coming years.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 2/2026 – Notification of a change in the total number of votes in Scanway – correction
Current report no. ESPI 2/2026
Date of preparation: 6 January 2026
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Notification of a transaction by a closely related person received pursuant to Article 19 of MAR
Legal basis: Article 19(3) of the MAR Regulation, information on transactions carried out by persons discharging managerial responsibilities.
The Management Board of Scanway S.A. (the “Company”, “Scanway”) hereby announces that today the Company received from the President of the Management Board of Scanway and the family foundation controlled by him revised notifications related to a change in the total number of votes in the Company in connection with the foundation acquiring 100,000 series H shares and their registration by the District Court for Wrocław Fabryczna in Wrocław, 6th Commercial Division of the National Court Register.000 series H shares and their registration by the District Court for Wrocław Fabryczna in Wrocław, 6th Commercial Division of the National Court Register.
According to the notifications received, Mr Jędrzej Kowalewski, President of the Management Board of Scanway, currently holds, indirectly through a family foundation, 255,370 shares in the Company, entitling him to the same number of votes at the General Meeting, which represents 15.27% of the Company’s share capital and the same share in the total number of votes in the Company.
The content of the notifications received is provided by the Company in the appendix to this current report.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 1/2026 – Notification of a transaction by a closely related person received pursuant to Article 19 of MAR
Current report no. ESPI 1/2026
Date of preparation: 6 January 2026
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Notification of a transaction by a closely related person received pursuant to Article 19 of MAR
Legal basis: Article 17(1) of the MAR Regulation, confidential information
The Management Board of Scanway S.A. (the “Company”, “Scanway”) hereby announces that today the Company received a notification prepared pursuant to Article 19 of MAR from a person closely related to the President of the Management Board of the Company (family foundation) in connection with the transaction referred to in current report ESPI No. 35/2025. The content of the notification received is provided by the Company in the attachment to this current report.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 40/2025 – Completion of the project and implementation of all activities under the contract with Ghalam LLP
Current report no. ESPI 40/2025
Date of preparation: 19 December 2025
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Completion of the project and implementation of all activities under the contract with Ghalam LLP
Legal basis: Article 17(1) of the MAR Regulation, confidential information
The Management Board of Scanway S.A. (“Company”) hereby announces that today it has been confirmed that all work and activities covered by the contract (“Agreement”) with Ghalam LLP (“Ghalam”), concluded on 21 December 2023, about which the Company reported in its current report ESPI No. 3/2023, have been completed. The subject of the Agreement was the delivery by the Company of two telescope models – an optical system and an electronic subsystem for data acquisition from an optoelectronic sensor – capable of integration with a nanosatellite, as well as engineering support throughout the entire process of design, integration and testing of telescopes and nanosatellites.
Teleskopy wyprodukowane przez Spółkę i dostarczone do Ghalam obejmowały modele klasy inżynierskiej oraz modele lotne.
The contract has been completed and fully settled.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 38/2025 – The Company has been informed of the European Space Agency’s decision to secure funding for a second optical instrument for Intuitive Machines from the USA.
Current report no. ESPI 38/2025
Date of preparation: 16 December 2025
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Company receives information about the European Space Agency’s decision to secure funding for a second optical instrument for Intuitive Machines from the USA
Legal basis: Article 17(1) of the MAR Regulation, confidential information
The Management Board of Scanway S.A. (the “Company”, “Scanway”) announces that on 16 December 2025, it was informed of the decision of the European Space Agency (“ESA”) to secure funding with an estimated value of EUR 3.3 million for the preparation and delivery by the Company of a second optical instrument, which is planned to be placed in one of the next Intuitive Machines (“IM”) missions related to the exploration of the Moon.
Further detailed arrangements will be the subject of separate discussions between the Company, ESA and IM, which should be finalised following a positive evaluation of the Company’s bid, completion of the tender procedure and signing of the final contract with ESA. The Company will provide information on subsequent stages and decisions in this regard in separate announcements.
The information received by the Company today creates an opportunity for potential expansion of cooperation with Intuitive Machines, initiated by the first order for a lunar observation instrument on 20 December 2024, as announced by the Company in its current report ESPI No. 23/2024. The report indicated that cooperation with IM may be developed in the future by placing further optical instruments on satellites carrying out lunar missions.
Intuitive Machines is a leading American space company, listed on NASDAQ with a market capitalisation of over $2 billion (as of 15 December 2025). It is involved in space exploration and the construction of lunar infrastructure, cislunar communication systems and the development of navigation services for space missions. In February 2024, it made history as the first private organisation to land on the Moon.
Cooperation with IM is a key area of development included in the new “Scanway Development Strategy for 2026-2028”, concerning the development of the Deep Space segment, including lunar exploration. The company strives to cooperate with global leaders in the sector, such as Intuitive Machines. Potential deepening of cooperation with IM will allow the Company to strengthen its expertise in missions beyond Earth orbit and increase its exposure to the American market, the world’s largest space sector market.
The potential receipt of an order from ESA for a second optical instrument for Intuitive Machines may have a significant impact on the development prospects and financial situation of Scanway in the coming years.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 37/2025 – Launch of a camera in a telescope from the PIAST satellite constellation
Current report no. ESPI 37/2025
Date of preparation: 7 December 2025
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Activation of the camera in the telescope from the PIAST satellite constellation
Legal basis: Article 17(1) of the MAR Regulation, confidential information
The Management Board of Scanway S.A. (“Scanway”, “Company”) announces the successful launch of the Company’s electronic camera systems integrated with a telescope developed by the Space Research Centre of the Polish Academy of Sciences (“CBK PAN”) in the PIAST-M satellite of the PIAST constellation, launched into space on 28 November 2025.
The activation of the camera’s electronic systems confirms its readiness for further start-up and calibration work. At the same time, it has been confirmed that all key operating parameters, including nominal voltage and current values, as well as the temperature of the electronic systems, are within the specified limits.
The PIAST (Polish ImAging SaTellites) programme is being implemented by a consortium of Polish entities associated with the space sector, led by the Military University of Technology. Scanway S.A. is responsible for supplying two complete optical instruments (a telescope and a camera) for PIAST-S1 and PIAST-S2, as well as a camera for PIAST-M. The other consortium members are: Creotech Instruments S.A., Łukasiewicz Research Network – Institute of Aviation, PCO S.A. and CBK PAN.
The project is co-financed by the National Centre for Research and Development as part of the SZAFIR programme.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
Current report no. ESPI 36/2025
Date of preparation: 1 December 2025
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Notifications of changes in the total number of votes in Scanway
Legal basis: Article 70(1) of the Act on Public Offering – acquisition or disposal of a significant block of shares
The Management Board of Scanway S.A. (the “Company”, “Scanway”) hereby announces that today the Company received notifications from the President of the Management Board of Scanway and the family foundation controlled by him regarding a change in the total number of votes in the Company in connection with the registration by the District Court for Wrocław Fabryczna in Wrocław, VI Commercial Division of the National Court Register, of an increase in the Company’s share capital from PLN 155,000.00 to PLN 157,281.00 through the issue of 22,810 series G shares with a nominal value of PLN 0.10 per share.
According to the notifications received, Mr Jędrzej Kowalewski, President of the Management Board of Scanway, currently holds, indirectly through a family foundation, 155,370 shares in the Company, entitling him to the same number of votes at the General Meeting, which represents 9.88% of the Company’s share capital and the same share in the total number of votes in the Company.
The content of the notifications received is provided by the Company in the appendix to this current report.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
Current report no. ESPI 35/2025
Date of preparation: 26 November 2025
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Subscription and payment for new issue shares
Legal basis: Article 17(1) of the MAR Regulation, confidential information
With reference to ESPI current report No. 32/2025 on obtaining additional financing through the issue of new series H bearer shares, the Management Board of Scanway S.A. (“Company”) hereby announces that in connection with the agreement concluded between the Company and the shareholder – Jędrzej Kowalewski Family Foundation (“Shareholder”) for the acquisition of 100,000 series H bearer shares, on 26 November 2025, the Company received funds contributed by the Shareholder to cover the above-mentioned shares in the amount of PLN 15,300,000.
The funds obtained by the Company as a result of the issue will be allocated to the implementation of the Company’s development strategy referred to in current report No. 28/2025 of 30 September 2025.
Information on the registration of series H shares in the National Court Register will be disclosed to the public in a relevant current report.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
Current report no. ESPI 33/2025
Date of preparation: 24 November 2025
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Notifications of changes in the total number of votes in Scanway
Legal basis: RN_POSITION_16_165
The Management Board of Scanway S.A. (the “Company”, “Scanway”) hereby announces that today the Company received a notification from a family foundation controlled by the President of the Management Board of Scanway regarding a change in the total number of votes in the Company in connection with the sale by the foundation of 100,000 shares in Scanway S.A., which entitle the holder to the same number of votes at the General Meeting and represent 6.45% of the share capital and the same share in the total number of votes in Scanway S.A.
The above sale of shares results from the implementation of an investment agreement concluded between the Company and the foundation and a selected institutional investor managing a group of qualified investors, about which the Company informed in its current report ESPI No. 32/2025.
Following the above transaction, the Jędrzej Kowalewski Family Foundation holds 155,370 shares in Scanway S.A., which entitles it to the same number of votes at the General Meeting and represents 10.02% of the share capital and the same share in the total number of votes in Scanway S.A.
Additionally, on the same day, the Company also received a notification regarding a change in the share of the total number of votes in the Company held by the above-mentioned institutional investor, i.e. investment funds managed by TFI PZU S.A.
The content of the notifications received is provided by the Company in the appendix to this current report.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 32/2025 – Adoption by the Company’s Management Board of a resolution on the intention to obtain additional financing and conclusion of an investment agreement in connection with the adopted resolution concerning the manner and procedure for acquiring new issue shares and selling the Company’s existing shares.
Current report no. ESPI 32/2025
Date of preparation: 21 November 2025
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Adoption by the Company’s Management Board of a resolution on the intention to obtain additional financing and conclusion of an investment agreement in connection with the adopted resolution concerning the manner and procedure for acquiring new issue shares and selling the Company’s existing shares.
Legal basis: Article 17(1) of the MAR Regulation, confidential information
THIS CURRENT REPORT AND THE INFORMATION CONTAINED THEREIN ARE NOT INTENDED FOR DISCLOSURE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE TERRITORY OF THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR OTHER COUNTRIES WHERE SUCH DISTRIBUTION, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS CURRENT REPORT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS REPORT.
The Management Board of Scanway S.A. with its registered office in Wrocław (the “Issuer” or “Company”) hereby announces that today the Management Board of the Company adopted a resolution to commence the process of obtaining additional financing for the Company through the issue of new series H bearer shares with a nominal value of PLN 0.10 (the “New Issue Shares”). The financing will be carried out in cooperation with the Company’s shareholder, Jędrzej Kowalewski Family Foundation (“Family Foundation”, “Shareholder”).
In order to implement the above-mentioned resolution, today the Company concluded an investment agreement with the Shareholder and a selected institutional investor managing a group of qualified investors (collectively referred to as the “Investor”) concerning the sale by the Family Foundation to the Investor of the shares specified below and the acquisition by the Foundation of newly issued shares (the “Investment Agreement”). “Investor”) an investment agreement concerning the sale by the Family Foundation to the Investor of the shares indicated below and the acquisition by the Foundation of newly issued shares (“Investment Agreement”). The process is carried out in such a way as to enable the new investor to acquire existing shares of the Company, already introduced to organised trading in the Alternative Trading System on the NewConnect market (“ATS”). The detailed procedure for obtaining financing is described below.
As a result of concluding the Investment Agreement, on 21 November 2025, the Shareholder notified the Company of placing an order to sell 100,000 ordinary bearer shares of the Company with a nominal value of PLN 0.10 each, introduced to trading on the ASO (“Offer”) representing 6.45% of the Company’s share capital, entitling to 100,000 (6.45%) votes at the Company’s General Meeting (“Sold Shares”). The sale price of the Shares Sold was PLN 153 per Share Sold, i.e. a total of PLN 15,300,000. The offer and sale were made without the obligation to prepare or approve a prospectus or other offering document.
In further steps, the Company’s Management Board will adopt a resolution on increasing the share capital by issuing 100,000 New Issue Shares, based on the authorisation granted to the Management Board in the Company’s Articles of Association, i.e. within the limits of the target capital, and the Shareholder will acquire New Issue Shares in a number corresponding to the number of Sold Shares, i.e. 100,000 shares. The unit issue price of the New Issue Shares will be equal to the sale price of the Sold Shares and will amount to PLN 153.
1) The funds obtained by the Shareholder from the sale of the Sold Shares in the full amount of PLN 15,300,000 will be allocated by the Shareholder to pay the subscription price for the New Issue Shares. The agreement for the acquisition of New Issue Shares will be concluded within 5 business days from the date of settlement of the block trade concerning the Shares for Sale, and the price for the acquisition of New Issue Shares will be paid no later than on the next business day.
2) In order to enable the Transaction to be carried out, the Shareholder and the Company have concluded an agreement with Dom Maklerski Navigator S.A., in which the latter has agreed to the sale of the Shares being sold, while at the same time undertaking a lock-up obligationon all New Issue Shares to be acquired by the Shareholder, effective from the date of their registration in the Shareholder’s securities account. The lock-up period for all shares held by the Shareholder will expire on 31 December 2025.
Pursuant to the Investment Agreement:
1) The Company’s Management Board undertook to adopt a resolution on increasing the share capital, excluding the pre-emptive rights of existing shareholders, in full by issuing New Issue Shares, which will be offered exclusively to the Shareholder at a unit issue price equal to the sale price of the Shares for Sale, i.e. PLN 153 (“Issue Resolution”); 2) The Shareholder undertook to subscribe for New Issue Shares; 3) The Shareholder undertook to pay the entire sale price of the Shares for Sale as a cash contribution to pay for the subscription price of the New Issue Shares.
The funds obtained by the Company as a result of the New Issue will be allocated to the implementation of the Company’s development strategy referred to in Current Report No. 28/2025 of 30 September 2025.
[IMPORTANT INFORMATION
This report does not constitute an offer to sell the Issuer’s securities in the United States of America, Canada, Japan, Australia or any other jurisdiction where such an offer would constitute a violation of applicable law or require registration, notification or authorisation. The Company’s Securities have not been and will not be registered under the provisions of the US Securities Act and may not be offered or sold in the United States of America. The Issuer’s securities and this report have not been and will not be registered, approved or notified in any country outside the Republic of Poland, in particular in accordance with Regulation (EU) 2017/1129 of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and the provisions of law issued on its basis, and may not be offered outside the Republic of Poland (including in other European Union countries), unless such an offer could be made in a given country in accordance with the law without the need for the Shareholder, the Issuer and their advisors to meet any additional legal requirements. Any investor residing or having its registered office outside the Republic of Poland should familiarise themselves with the relevant provisions of Polish law and the regulations of other countries that may apply to them. This report does not contain or constitute an offer to sell securities or an invitation to submit an offer to purchase securities or a recommendation to purchase securities. The report does not constitute a basis for making a decision to purchase the Company’s securities. Investing in the Issuer’s shares involves a high risk inherent in equity capital market instruments and risks related to the Issuer’s operations and the environment in which the Issuer operates. Before making an investment decision, investors should carefully review the available information about the Issuer and, if necessary, seek the advice of advisors, including legal advisors.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
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Raport bieżący ESPI nr 30/2025 – Zakończenie testów lotniczych instrumentu do obserwacji Ziemi w ramach projektu NarSha realizowanego z Nara Space Technology
Current Report No. ESPI 30/2025
Drafting date: 2025-10-30
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Completion of flight testing of the Earth observation instrument under the NarSha project with Nara Space Technology
Legal basis: Article 17 (1) of the MAR Regulation confidential information
With reference to ESPI Current Report No. 2/2025 regarding the conclusion of an agreement (the “Agreement”) with Nara Space Technology (“Nara Space”) for flight testing of the first Earth observation instrument under the NarSha project, the Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces the successful completion of the entire testing process and Nara Space’s acceptance of all data collected by the Company as of October 30, 2025. Thus, the Company has completed the processing phase (data processing phase), which brings it closer to starting work on the first flight model of the instrument. The successful outcome of the testing and completion of the data processing phase triggers the payment of the final tranche under the testing campaign in the amount of approximately $85.5 thousand out of the total amount of $285.1 thousand, and an additional $141.5 thousand in connection with the achievement of the milestone of the contract for the second flight model between Nara Space and Scanway, as the Company announced in ESPI Current Report No. 22/2024.
Completed flight tests confirmed the functionality and performance of the Scanway instrument under conditions of imaging real methane emissions from an altitude of about 2,000 to more than 3,000 meters above sea level. The engineering model of the Scanway instrument made it possible to observe the Earth’s surface and record a point source of methane emissions.
The tests resulted in six hyperspectral data sets – reprocessed images that confirm the functionality of the sensors, optics and processing in the Scanway instrument’s engineering model. The data set and test documentation were submitted to Nara Space and received approval.
The tests carried out are a key milestone in the development of the first observation instrument within the NarSha project, a constellation of microsatellites being built by Nara Space. Ultimately, the constellation will include at least 12 microsatellites and will become Korea’s first satellite system dedicated to global monitoring of point sources of methane emissions in near real time, with spatial resolution at the local level. The project is being carried out by a consortium of Nara Space Technology (leader), Scanway (observatory instrument provider), the Climate Technology Center of Seoul National University and the Korea Astronomy and Space Science Institute.
As part of the project, the Company is developing optical instruments for the first two microsatellites, scheduled for launch in late 2026. The project shows potential for further expansions with additional instruments for the constellation.
Nara Space’s acceptance of the documentation confirms Scanway’s competence in optical instruments and the timely implementation of the NarSha project schedule.
Participation in constellation projects is a strategic area of Scanway’s development and will continue within the framework of the “Scanway S.A. Development Strategy 2026-2028.” This area is key to building a repeatable order book by providing instruments for constellation-forming satellites and, in the future, for potential satellites that will replace existing constellations.
Jędrzej Kowalewski – President of the Management Board
Michał Zięba – Member of the Management Board
Current report no. ESPI 29/2025
Date of preparation: 21 October 2025
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Signing of the implementation agreement for the CAMILA project
Legal basis: Article 17(1) of the MAR Regulation – confidential information
With reference to current reports ESPI No. 4/2025, 4/2025K and 23/2025 concerning the implementation of the Country Awareness Mission in Land Analysis (“CAMILA”) project, the Management Board of Scanway S.A. (“Company”, “Scanway”) hereby announces that on 21 October 2025 it was notified of the mutual signing of an implementation agreement (“Agreement”) with Creotech Instruments S.A. (“Creotech”), which specifies the terms of cooperation within the CAMILA project.
The total value of the Agreement is approximately EUR 3.55 million, which includes funds previously released under the Authorisation to Proceed, as announced by the Issuer in its current report ESPI No. 23/2025.
Under the Agreement, Scanway will supply Creotech Instruments S.A., the general contractor for the CAMILA project, with two optical telescopes for Earth observation, namely:
– high-resolution (HR) telescope designed for a high-resolution optical satellite,
– low-resolution (LR) telescope designed for a lower-resolution optical satellite.
The implementation of the first phase of the Agreement, valued at approximately EUR 1 million, will last until the Preliminary Design Review (PDR) planned for the turn of the first and second quarters of 2026, covering, among other things, the Payload Feasibility Key Point. After this stage, Creotech Instruments S.A. and the European Space Agency (ESA) will decide whether to proceed to the next phase of the project. This transition is contingent upon a positive assessment of the results of the first phase.
The agreement also provides for the possibility of extension (“Options”) to include the delivery of an additional high-resolution optical telescope and support in operating the satellites after the constellation is launched, which is valued at an additional amount of up to approximately EUR 0.85 million.
The CAMILA project is financed from Poland’s contribution to the ESA under a bilateral agreement between the Ministry of Development and Technology and the European Space Agency.
The company will provide information on further significant steps in the implementation of the CAMILA project in subsequent current reports.
The implementation of the CAMILA project is part of one of the Company’s strategic development directions concerning the offering of its solutions for large public projects and is a direct result of the experience gained in the STAR VIBE, EagleEye, PIAST projects and, above all, commercial orders carried out by Scanway for customers from all over the world.
Jedrzej Kowalewski – President of the Management Board
Michał Zięba – Board Member
ESPI Current Report No. 28/2025 – Adoption by the Board of Directors of Scanway S.A.. “Development strategy of Scanway S.A. for 2026-2028”.
Current report no. ESPI 28/2025
Drafting date: 2025-09-30
Abbreviated name of the issuer: SCANWAY S.A.
Subject: adoption by the Board of Directors of Scanway S.A. “Development strategy of Scanway S.A. for 2026-2028”.
Legal basis: Article 17 (1) of the MAR Regulation – confidential information
The Board of Directors of Scanway S.A. (the “Company”) announces the adoption of the following on September 30, 2025. “Development Strategy of Scanway S.A. for 2026-2028” (the “Strategy”). The Strategy – presenting the most important assumptions of the Company’s development – is attached to this report.
The strategic goal for Scanway S.A. is to become one of the largest integrators of optical cargo in Europe by the end of 2028.
At the same time, the strategy objective formulated in this way paves the way for the Company’s long-term aspiration of becoming one of the world’s largest commercial optical payload integrators.
In the Strategy adopted today, the Board of Directors formulates the following operational goals for 2026-2028:
– Significantly scale up operations and technology activities in the main areas: Space _ Defense and Industry;
– The presence of the Company’s products in constellations of global leaders;
– roduction of a dozen optical cargoes per year in the price range of 0.5-2.0 million euros per unit as a result of participation in constellation projects;
– Presence in a portfolio of products that represent a complete, end-to-end optical data processing chain, from acquisition to processing, analytics to prediction.
Scanway S.A. intends to strengthen its position as an integrated European supplier of optical technologies for the space and industrial sectors, in which it will be supported by the realization of four, technological directions of development, which are further described in the strategy document:
– The first direction will be the development of optical instruments with very high resolution;
– The second direction is the development of data processing products;
– The third direction is cameras dedicated to the defense market and applications in the area of in-space servicing;
– The fourth direction involves strengthening our own supply chain.
At the same time, the Company will continue its existing business directions, which include constellation projects and the construction of increasingly large optical instruments, involvement in the defense sector, development in the area of deep space and lunar exploration, participation in large public programs, and development in the industrial sector involving image analysis.
In the coming quarters, the Company will focus on methodical scaling of operations, increasing production capacity and improving technological competence
and operational. The Strategy will be implemented on the basis of a stable financial foundation and responsible liquidity management. The Management Board is currently analyzing a broad spectrum of financing options for development plans. In the coming quarters, the Company will refine the target optimal structure for raising development capital.
The news of the adoption of the new Strategy was considered important for the Company, as it defines the directions of Scanway S.A.’s strategic development in the next few years to significantly increase the Company’s scale, competitiveness and stability. At the same time, the Strategy provides a reference point for further organizational development, investment decisions and cooperation with investors, institutional customers and strategic partners, among others.
in the context of the planned debut on the Main Market of the Warsaw Stock Exchange and participation in public programs.
Jedrzej Kowalewski – President of the Management Board
Michał Zięba – Board Member
Current report no. ESPI 27/2025
Drafting date: 2025-09-19
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Notification of change in the share of total votes in Scanway
Legal basis: Article 70(1) of the Act on Public Offering – acquisition or disposal of a significant block of shares
The Management Board of Scanway S.A. (“Company”, “Scanway”) announces that today the Company has received a notification from a family foundation controlled by Jędrzej Kowalewski, related to a change in its share in the total number of votes in the Company in connection with the registration by the District Court for Wrocław Fabryczna in Wrocław, VI Economic Department of the National Court Register of an increase in the Company’s share capital from PLN 139,500.00 to PLN 155,000.00 by issuing 155,000 series F shares with a nominal value of PLN 0.10 per share.
According to the notification received, the family foundation currently controlled by Jędrzej Kowalewski holds 255,370 shares, representing 16.48% of the Company’s share capital and the same percentage of the total number of votes in the Company.
The content of the notification received is provided by the Company in the attachment to this current report.
Jedrzej Kowalewski – President of the Management Board
Mikolaj Podgorski – Board Member
ESPI Current Report No. 22/2025 – List of Shareholders Holding at Least 5% of the Number of Votes at the Extraordinary General Meeting of SCANWAY S.A..
Current report no. ESPI 22/2025
Date of preparation: 19 August 2025
Abbreviated name of the issuer: SCANWAY S.A.
Subject: List of Shareholders Holding at Least 5% of the Number of Votes at the Extraordinary General Meeting of SCANWAY S.A.
Legal basis: Article 70(3) of the Act on Public Offering – General Meeting of Shareholders, list above 5%
The Management Board of Scanway S.A. with its registered office in Wrocław [the “Company”] hereby announces that at the Extraordinary General Meeting of the Company held on 18 August 2025 [the “EGM”], the shareholders holding more than 5% of the votes at the EGM were:
– PGE Ventures Sp. z o.o., which held 185,000 shares in the Company at the Extraordinary General Meeting, entitling it to 185,000 votes, which constituted 32.31% of the votes at that Extraordinary General Meeting and corresponded to 13.26% of the total number of votes in the Company.
– Lowercap Sp. z o.o. DFR ASI S.K.A., which held 42,700 shares in the Company at the Extraordinary General Meeting, entitling it to 42,700 votes, which constituted 7.46% of the votes at that Extraordinary General Meeting and corresponded to 3.06% of the total number of votes in the Company.
– Agencja Rozwoju Społecznego “ARS” Sp. z o.o., which held 48,400 shares in the Company at the Extraordinary General Meeting, entitling it to 48,400 votes, which constituted 8.45% of the votes at that Extraordinary General Meeting and corresponded to 3.47% of the total number of votes in the Company.
– Jędrzej Kowalewski Family Foundation, which held 100,370 shares in the Company at the Extraordinary General Meeting, entitling it to 100,370 votes, which constituted 17.53% of the votes at that Extraordinary General Meeting and corresponded to 7.19% of the total number of votes in the Company.
– The Government of Norway, which held 40,000 shares in the Company at the Extraordinary General Meeting, entitling it to 40,000 votes, which constituted 6.99% of the votes at that Extraordinary General Meeting and corresponded to 2.87% of the total number of votes in the Company.
– FAMILIAR S.A., SICAV-SIF, which held 30,000 shares in the Company at the Extraordinary General Meeting, entitling it to 30,000 votes, which constituted 5.24% of the votes at that Extraordinary General Meeting and corresponded to 2.15% of the total number of votes in the Company.
Jedrzej Kowalewski – President of the Management Board
Mikolaj Podgorski – Board Member
ESPI Current Report No. 21/2025 – Entering into an agreement with Space Inventor for the delivery of a telescope for the Danish “Stars and ExoPlanets” mission
Current Report No. ESPI 21/2025
Drafting date: 2025-08-12
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Contract with Space Inventor to provide telescope for Danish Stars and ExoPlanets mission
Article 17(1) MAR – confidential information.
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces the signing of a contract (the “Agreement”) with Space Inventor (“SI”), based in Denmark, on 12/08/2025. The subject of the Agreement will be the delivery of a model of a flyby telescope for stellar astroseismography, which will be integrated into Space Inventor’s satellite platform and sent into Earth orbit as part of the “Stars and ExoPlanets” (“STEP”) scientific mission.
The value of the Agreement is €500,000 and covers a period of 12 months. The Company’s expected receipt of funds from the execution of the Agreement based on the agreed schedule will be 50% in 2025 and 50% in 2026. In terms of the provisions regarding possible contractual penalties, warranty provisions, product liability, etc. The Agreement does not deviate from commonly used market standards relating to these issues.
The STEP mission is scientific in nature and is being carried out by a consortium of Danish universities. The satellite platform for the mission will be provided by SI, with which Scanway signed a cooperation agreement in August 2024 (ESPI Current Report No. 8/2024) and with which it is implementing the Mani project (ESPI Current Report No. 24/2024).
The flight model of the telescope prepared and supplied by the Company will enable Danish scientists to make advanced astroseismographic observations. These observations will study the internal structure of stars by analyzing natural oscillations and pulsations, which will allow a better understanding of the evolutionary processes of stars and the physical phenomena occurring inside them. Astroseismography plays a key role in space research because it provides information about the structure and life cycle of stars.
The agreement between Scanway and SI will further strengthen the relationship and jointly offer products in global markets. At the same time, it opens up opportunities for the Company to build new relationships and partnerships to participate in advanced exploration projects, which is one of Scanway’s business directions.
SI to a Danish company that specializes in providing customers with microsatellite solutions weighing up to 200 kg. The innovative satellite platform developed by the company offers flexibility, modularity and is usable for different types of missions and in different orbits. Space Inventor also supplies a range of different components for satellites, such as reaction wheels and solar sensors.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 20/2025 – Extension of the agenda of the Extraordinary General Meeting of Scanway S.A. convened for 18 August 2025 at the request of a Shareholder
Current report no. ESPI 20/2025
Date of preparation: 29 July 2025
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Extension of the agenda of the Extraordinary General Meeting of Scanway S.A. convened for 18 August 2025 at the request of a Shareholder
The Management Board of Scanway Spółka Akcyjna with its registered office in Wrocław (the “Company” or the “Issuer”) hereby announces that, in connection with a motion received yesterday from an authorised Shareholder (Jędrzej Kowalewski Family Foundation) to extend the agenda of the Extraordinary General Meeting of Scanway S.A. convened for 18 August 2025 (“EGM”) and to include the following items:
- Adoption of a resolution on the adoption of the Remuneration Policy for Members of the Management Board and Supervisory Board of Scanway S.A.;
- Adoption of a resolution on the appointment of a Member of the Supervisory Board.
The Company hereby submits the amended proposed agenda for the Extraordinary General Meeting, taking into account the above-mentioned Shareholder’s motion.
The amendments to the agenda of the Extraordinary General Meeting consist in adding, after item 6, items 7 and 8 in the wording proposed by the Shareholder, and the existing item 7 (closure of the Meeting) has been marked as item 9.
- Opening of the Assembly,
- election of the Chair of the Meeting,
- confirmation that the General Meeting has been duly convened and is capable of adopting resolutions,
- adopting a resolution on the election of the Ballot Counting Committee or waiving its election,
- adoption of the agenda,
- adopting a resolution on increasing the Company’s share capital, depriving existing shareholders of their pre-emptive rights in full, dematerialising shares within the meaning of the Act on Trading in Financial Instruments, introducing newly issued shares to trading in an alternative trading system or admitting and introducing them to trading on a regulated market, and amending the Company’s Articles of Association,
- adopting a resolution on the adoption of the Remuneration Policy for Members of the Management Board and Supervisory Board of Scanway S.A.;
- adopting a resolution on the appointment of a Member of the Supervisory Board.
- closing of the Assembly.
Attached, the Company submits draft resolutions for the Extraordinary General Meeting, which also include draft resolutions submitted by the Shareholder to the above-mentioned new items on the agenda of the Extraordinary General Meeting.
Mikołaj Podgórski – Member of the Management Board
Michał Zięba – Member of the Management Board
ESPI Current Report No. 19/2025 – Notification of a change in the total number of votes in Scanway
Current report no. ESPI 19/2025
Date of preparation: 3 July 2025
Abbreviated name of the issuer: SCANWAY S.A.
Temat: Zawiadomienie o zmianie udziału w ogólnej liczbie głosów w Scanway
Article 70(1) of the Act on Public Offering – acquisition or disposal of a significant block of shares
The Management Board of Scanway S.A. (the “Company”, “Scanway”) hereby announces that today the Company received a notification from a family foundation controlled by the President of the Management Board of Scanway regarding a change in the total number of votes in the Company in connection with the sale by the foundation, as part of an accelerated book-building process (“ABB”) in a block transaction of 176,500 shares in Scanway S.A., which entitle the holder to the same number of votes at the General Meeting and represent 12.65% of the share capital and the same share in the total number of votes in Scanway S.A. Following the above transaction, the “Jędrzej Kowalewski Family Foundation” holds 100,370 shares in Scanway S.A., which entitles it to the same number of votes at the General Meeting and represents 7.19% of the share capital and the same share in the total number of votes in Scanway S.A.
The content of the notification received is provided by the Company in the attachment to this current report.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 18/2025 – Signing a contract with the European Space Agency for the processing of satellite images of the Moon in a planned mission with Intuitive Machines of the USA
Current Report No. ESPI 18/2025
Drafting date: 2025-07-03
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Signing a contract with the European Space Agency to process satellite images of the Moon in a planned mission with Intuitive Machines of the US
Legal basis: Article 17(1) MAR – confidential information.
With reference to the ESPI current report No. 10/2025 on the agreement with the European Space Agency (“ESA”) on the terms of a contract for the processing of satellite images of the Moon in a planned mission with Intuitive Machines of the USA, the Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces the signing of a contract (the “Agreement”) with ESA on July 3, 2025. The subject of the Agreement is the construction of a European multispectral data processing chain from Scanway’s optical instrument, which will be placed in lunar orbit in 2026, according to the current schedule, as part of the cooperation with Intuitive Machines (“IM”), described in ESPI Current Report No. 23/2024. Under the Agreement, the Company will develop a system for processing satellite data related to future lunar surface exploration. The Company has been recognized by the ESA as an entity with the appropriate competence and experience to be entrusted with the work of processing images of the lunar surface.
The value of the Agreement between Scanway and ESA will be €500,000. The Company’s expected receipt of funds from the implementation of the Agreement based on the agreed schedule will be about 70% in 2025, about 10% in 2026 and about 20% in 2027. Implementation of the Agreement will last until 2027 (i.e., approximately one year after the launch of the IM satellite on which the Company’s product will be placed), and will primarily involve the processing of images of the lunar surface from specific targets, defined jointly by ESA, IM and Scanway, to a level that will enable the images to be stored in ESA databases, used for, among other things, research and scientific purposes, as well as for future exploration missions. As part of their discussions and agreements, the Company and IM have pre-defined specific targets for imaging the Moon.
Due to the expansion of the Company’s cooperation with IM and ESA, the Agreement may provide a basis for further development and strengthening of cooperation between the entities.
Jedrzej Kowalewski – President of the Management Board
Mikolaj Podgorski – Board Member
ESPI Current Report No. 16/2025 – List of shareholders holding at least 5% of votes at the Annual General Meeting of SCANWAY S.A.
Current Report No. ESPI 16/2025
Drafting date: 2025-06-30
Abbreviated name of the issuer: SCANWAY S.A.
Subject: List of shareholders holding at least 5% of the number of votes at the Annual General Meeting of SCANWAY S.A.
Art. 70 item 3 of the Public Offering Act – AGM list above 5%
The Board of Directors of Scanway S.A., based in Wrocław [“the Company”] informs that at the Annual General Meeting of the Company held on June 30, 2025 [“AGM”], the shareholders holding more than 5% of votes at this AGM were:
- Mr. Mikolaj Podgorski, who held 15,167 shares in the Company at the AGM, which entitled him to 15,167 votes, representing 8.50% of the number of votes at that AGM and corresponding to 1.09% of the total number of votes in the Company
- Mr. Przemysław Lutkiewicz, who held 11,500 shares in the Company at the AGM, which entitled him to 11,500 votes, representing 6.44% of the number of votes at that AGM and corresponding to 0.82% of the total number of votes in the Company
- Mr. Michal Zięba, who held 15,169 shares in the Company at the AGM, which entitled him to 15,169 votes, representing 8.50% of the number of votes at that AGM and corresponding to 1.09% of the total number of votes in the Company
- Government of Norway, which held 30,000 shares in the Company at the AGM, which carried 30,000 votes, representing 16.81% of the number of votes at that AGM and corresponding to 2.15% of the total number of votes in the Company
- Jędrzej Kowalewski Family Foundation, which held 100,000 shares in the Company at the AGM, which carried 100,000 votes, representing 56.04% of the number of votes at that AGM and corresponding to 7.17% of the total number of votes in the Company
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 14/2025 – Convening an Extraordinary General Meeting for August 18, 2025
Current Report No. ESPI 14/2025
Drafting date: 2025-06-24
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Convening of Extraordinary General Meeting for August 18, 2025
Article 17(1) MAR – confidential information.
Legal basis: § 4(2)(1) and (3) of Appendix No. 3 to the ATS Regulations “Current and periodic information provided in the Alternative Trading System on the NewConnect market”.
The Board of Directors of Scanway Spółka Akcyjna seated in Wrocław (the “Company” or the “Issuer”) announces that an Extraordinary General Meeting of Shareholders has been convened for August 18, 2025, which will commence at 11:00 am in the Notary’s Office of KBSR Kamiński i Partnerzy Notariusze Spółka Partnerska at the following address: ul. Ruska 3/4, 50-079 Wrocław.
The detailed agenda of the convened Extraordinary General Meeting of Shareholders of the Company includes:
The agenda for the Extraordinary General Meeting is as follows:
- opening of the Assembly,
- Election of the Chairman of the Assembly,
- To ascertain the correctness of the convening of the General Meeting and its ability to adopt resolutions,
- Adoption of a resolution on the election of the Ballot-Counting Committee or waiving its election,
- Adoption of the agenda,
- Adoption of a resolution on increasing the Company’s share capital depriving existing shareholders of their pre-emptive rights in full, dematerialization of shares within the meaning of the Act on Trading in Financial Instruments, introduction of new issue shares to trading in an alternative trading system or their admission and introduction to trading on a regulated market, and amendments to the Company’s Articles of Association,
- closing of the Assembly.
The full text of the notice convening the Company’s Extraordinary General Meeting of Shareholders and the contents of the draft resolutions to be adopted at the Issuer’s Extraordinary General Meeting of Shareholders are included in the appendices to the report.
In addition, in accordance with Article 402 § 3 of the Commercial Companies Code, the full text of the notice convening the Extraordinary General Meeting, along with attachments, including forms for exercising the right to vote by proxy, was posted on the website https://investors.scanway.pl/.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 13/2025 – Adoption by the Company’s Board of Directors of a resolution on the intention to raise additional financing, conclusion of an investment agreement on the manner and mode of subscription for new issue shares, and commencement of the accelerated book-building process
Current Report No. ESPI 13/2025
Drafting date: 2025-06-23
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Adoption by the Company’s Board of Directors of a resolution on the intention to raise additional financing, conclusion of an investment agreement on the manner and mode of subscription for new issue shares, and commencement of the accelerated book-building process
MAR Article 17.1 – confidential information.
THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR DISTRIBUTION, PUBLICATION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN ANY PART, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION, PUBLICATION OR DISSEMINATION WOULD BE UNLAWFUL. THIS CURRENT REPORT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS REPORT.
The Board of Directors of Scanway S.A., based in Wrocław (the “Issuer” or the “Company”) announces that today the Company’s Board of Directors adopted a resolution to commence the process of raising additional financing for the Company through the issuance of new series F bearer shares with a nominal value of PLN 0.10 (the “New Issue Shares”). The transaction will be carried out in cooperation with the Company’s shareholder, Jędrzej Kowalewski Family Foundation (“Family Foundation”, “Shareholder”), which notified the Company of the commencement of the sale of the Company’s shares under an accelerated book-building process.
The process will be carried out in such a way as to enable investors to acquire existing shares of the Company already listed on the Alternative Trading System of the NewConnect market (“ATS”) for organized trading, according to the scheme indicated below (the “Transaction”):
- The Shareholder will offer for sale by way of public offering only to qualified investors or less than 150 natural or legal persons other than qualified investors, without the obligation to prepare or approve a prospectus or other offering document, 155,000 ordinary bearer shares of the Company with a par value of PLN 0.10 each, listed on the ATS (the “Offering”) representing 11.11% of the Company’s share capital, entitling to 155,000 (11.11%) votes at the Company’s General Meeting (the “Sold Shares”);
- The offering will be carried out through an accelerated book-building process conducted through Navigator Brokerage S.A. (“Navigator”, “Investment Firm”) (“ABB”);
- In the event that, after consultation with the Investment Firm, the Shareholder deems the Investors’ demand for the Sale Shares to be adequate, the Shareholder may increase the number of Sale Shares included in the Offering to no more than 176,500;
- The final number of Sale Shares will be determined and announced immediately after the completion of the accelerated book building process;
- The Shareholder will take up New Issue Shares, in the number corresponding to the number of Sale Shares, but not exceeding 155,000.
- The unit sale price of the Sale Shares will in each case be equal to the unit issue price of the New Issue Shares;
- The funds received by the Shareholder from the sale of the Sale Shares in the amount equal to the product of the unit sale price of the Sale Shares and the number of New Issue Shares determined in accordance with Section 5) above shall be used by the Shareholder to pay the subscription price for the New Issue Shares, and such funds shall be deposited into the Company’s bank account within 5 business days after they are received by the Shareholder as an advance payment on the subscription price for the New Issue Shares;
- The remaining funds received by the Shareholder from the sale of the Sale Shares (provided that the number of Sale Shares exceeds 155,000) will constitute its own funds and will not be used to acquire New Issue Shares.
The Shareholder further informed the Company that the ABB process will begin on June 24, 2025. It is expected to be completed on June 25, 2025, and the sale of the Sale Shares will be settled by June 27, 2025.
The funds raised by the Company through the issuance of New Issue Shares will be used to develop production capacity for current contracts, particularly in the area of telescopes with optical diameters larger than 200 mm, through the expansion of: (i) existing AIT (Assembly, Integration and Testing) infrastructure, and (ii) personnel in the Space segment. The estimated distribution of funds raised through the issuance of New Shares for each purpose (as % of gross proceeds from the issuance of New Shares) is presented below:
- 25% – expansion of engineering and operations staff, which should help increase the pace of project implementation and make development processes independent of competence bottlenecks,
- 55% – state-of-the-art AIT apparatus and manufacturing equipment, which should enable the realization of more complex and precise optical systems, in accordance with the requirements of customers in the space sector,
- 20% – to supply working capital. The Company intends to use part of the proceeds from the issuance of New Shares to secure funds for: (i) support the Company’s operational flexibility related to the growing scale of its business, and (ii) ensure the continued performance of contracts.
In order to make the Transaction possible:
- The Company entered into an investment agreement with the Shareholder for the subscription of New Issue Shares (the “Investment Agreement”);
- The Shareholder and the Company entered into an agreement with the Investment Firm, in which the Investment Firm agreed to sell the Sale Shares, with a lock-up commitment for all New Issue Shares to be subscribed for by the Shareholder, effective from their recording in the Shareholder’s securities account. The lock-up period for all shares held by the Shareholder will expire on December 31, 2025.
According to the Investment Agreement:
- The Company undertook to convene an Extraordinary General Meeting for the purpose of adopting the necessary resolutions to increase the share capital excluding the pre-emptive rights of existing shareholders in full through the issuance of New Issue Shares in a number determined as described above, depending on the results of ABB, the subscription of which will be offered exclusively to the Shareholder at a unit issue price equal to the selling price of the Sale Shares (the “Issue Resolution”);
- The Shareholder agreed to sell the Sale Shares under ABB;
- The Shareholder undertook to subscribe for New Issue Shares in the number as determined as described above, depending on ABB’s performance, and at a unit issue price equal to the unit sale price of the Sale Shares;
- The Shareholder agreed to pay the entire amount of the New Issue Shares allocated for acquisition to the Company as an advance payment on the price of their acquisition, each time within 5 business days from the crediting of his account with the amount of the sale price of a given block of Sale Shares;
- With respect to the obligation to offer New Issue Shares to the Shareholder and their subscription by the Shareholder, the Investment Agreement constitutes a preliminary agreement within the meaning of the Civil Code Act of April 23, 1964, obligating its parties to conclude an agreement for the subscription of New Issue Shares, subject to the adoption of an Issue Resolution by the Extraordinary Shareholders’ Meeting;
- The shareholder undertook to vote in favor of the Issuance Resolution;
The Shareholder reserved the right to change the terms and conditions of the sale of the Sale Shares, in particular to change the date of its execution and the number of Sale Shares and the number of New Issue Shares offered for subscription, as well as to cancel or terminate the offer to sell the Sale Shares, without giving any reason.
The Issuer will announce the convening of the Company’s Extraordinary General Meeting in separate current reports.
[IMPORTANT INFORMATION
This report does not constitute an offer for sale of the Issuer’s securities in the United States, Canada, Japan, Australia or any other jurisdiction where it would constitute a violation of applicable law or require registration, filing or authorization. The Company’s Securities have not been and will not be registered under the provisions of the U.S. Securities Act and may not be offered or sold in the United States of America. Neither the Issuer’s Securities nor this report have been and will be subject to registration, approval or notification in any country outside the Republic of Poland, in particular in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017. on the prospectus to be published in connection with a public offering of securities or their admission to trading on a regulated market and the repeal of Directive 2003/71/EC and the laws issued pursuant thereto, and may not be offered outside the Republic of Poland (including other European Union countries), unless in the country in question such an offering could be lawfully made without the Shareholder, the Issuer and their advisors having to meet any additional legal requirements. Any investor residing or having its registered office outside the Republic of Poland should familiarize itself with the relevant provisions of Polish law and the regulations of other countries that may apply to it. This report does not contain or constitute an offer to sell securities or an invitation to make an offer to purchase securities or a recommendation to purchase securities. The report does not constitute a basis for making a decision to purchase the Company’s securities. Investing in the Issuer’s shares involves a high degree of risk inherent in equity capital market instruments and risks associated with the Issuer’s business and the environment in which the Issuer operates. Before making an investment decision, an investor should carefully review the available information on the Issuer and, if necessary, consult with advisors, including legal counsel].
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
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ESPI Current Report No. 11/2025 – Order for delivery of vision system for inspection of satellite docking process
Current Report No. ESPI 11/2025
Drafting date: 2025-06-13
Abbreviated name of the issuer: SCANWAY S.A.
Subject: order for supply of vision system for inspection of satellite docking process
MAR Article 17.1 – confidential information.
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces that on June 13, 2025 it signed an order (the “Order”) from a company operating in the space industry based in Lithuania (the “Purchaser”). The subject of the Order is the supply of a vision system for inspection of the docking process of satellites in orbit as part of the mission planned for execution in late 2026 and early 2027. The value of the Order is EUR 52,000 net, and the execution time is 10 months.
The order is of strategic importance to Scanway because it is the first commercial order within the Company’s developing product branch dedicated to vision systems for applications in so-called in-space servicing, i.e. servicing satellites in orbit. This segment includes technologies that enable, among other things, the inspection, docking, deorbitation, refueling or reconfiguration of satellites in space, and is considered one of the most promising applications for space technology in the coming years.
The vision system developed by the Company will be responsible for providing optical data (images) for the implementation of optical surveillance and analysis of the process of approaching and docking satellites, using image processing algorithms and artificial intelligence elements in the products developed by the Ordering Party. The solution is designed for reliable operation in the space environment, taking into account the requirements for radiation resistance, limited connectivity and high operating autonomy.
The general conditions for the execution of the Order do not deviate from the standards typical of cooperation in the space sector.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 10/2025 – Agreement with the European Space Agency on the terms of the contract for processing satellite images of the Moon in the planned mission with Intuitive Machines from the USA
Current Report No. ESPI 10/2025
Drafting date: 2025-06-13
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Agreeing with the European Space Agency on the terms of a contract for processing satellite images of the Moon in a planned mission with Intuitive Machines of the US
Legal basis: Article 17(1) MAR – confidential information.
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces that on June 13, 2025, key terms of a contract (the “Agreement”) were agreed with the European Space Agency (“ESA”). The subject of the planned Agreement will be the construction of a European multispectral data processing chain from Scanway’s optical instrument, which will be placed in lunar orbit in 2026 as part of the cooperation with Intuitive Machines (“IM”), described in ESPI Current Report No. 23/2024. Under the Agreement, the Company will develop a system for processing satellite data related to future lunar surface exploration. The Company has been recognized by the ESA as a competent and experienced entity entrusted with the work of processing images of the lunar surface.
The value of the Agreement between Scanway and ESA will be €500,000. The Company’s expected receipt of funds from the implementation of the Agreement based on the agreed schedule will be about 70% in 2025, about 10% in 2026 and about 20% in 2027. Implementation of the Agreement will last until 2027 (i.e., approximately one year after the launch of the IM satellite on which the Company’s product will be placed), and will primarily involve the processing of images of the lunar surface from specific targets, defined jointly by ESA, IM and Scanway, to a level that will enable the images to be stored in ESA databases, used for, among other things, research and scientific purposes, as well as for future exploration missions. As part of their discussions and agreements, the Company and IM have pre-defined specific targets for imaging the Moon.
Elements of the Company’s proprietary Hydra technology under development, i.e. advanced processing methods and high-performance data analysis, will be used to implement the scope of the Agreement. The synergy of solutions and competencies from the two industries in which the Company operates, i.e. complete systems for quality control in the Industry area and hardware solutions in the Space area, is a significant competitive advantage for the Company. The agreement will be the first opportunity to conduct commercial work in the space sector using Scanway’s competencies developed in the Industry area.
The product of the Agreement, a lunar image processing system, will be the first commercial project of its kind in Europe. The Company – in partnership with IM – will provide an optical instrument for mapping the lunar surface and – based on the Agreement – a data processing system. According to the Company, this combination represents a unique solution on a European scale and is an example of Scanway’s entry into the downstream segment – the most profitable segment of the space sector.
Due to the expansion of the Company’s cooperation with IM and ESA, the Agreement may provide a basis for further development and strengthening of cooperation between the entities.
The news that the key terms of cooperation mentioned above have been agreed with ESA was considered important for the Company, as this will be the first order for processing lunar images from Scanway’s optical instruments. This will allow the Company to acquire further key elements of the optical processing chain, which includes: acquisition, processing, data analysis and event prediction based on the data, which may have a positive impact on Scanway’s further development prospects and financial position in the coming years. The Company’s Board of Directors will announce the signing of the Agreement for the aforementioned contract in a separate current report.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 9/2025 – Convening the Annual General Meeting of Scanway S.A. for June 30, 2025.
Current Report No. ESPI 9/2025
Drafting date: 2025-06-03
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Convening of the Annual General Meeting of Scanway S.A. for June 30, 2025.
Other regulations
The Board of Directors of Scanway Spółka Akcyjna with its registered seat in Wrocław, “the Company” or “the Issuer” announces that the Ordinary General Meeting of Shareholders of the Issuer has been convened for June 30, 2025, which will commence at 10:00 a.m. at Ruska 3/4 Street, 50-079 Wrocław, KBSR Kamińscy i Partnerzy Notary.
The detailed agenda of the convened Ordinary General Meeting of Shareholders of the Company includes:
- Opening of the Assembly,
- Election of the Chairman of the Assembly,
- To ascertain the correctness of the convening of the General Meeting and its ability to adopt resolutions,
- Adoption of a resolution on the election of the Ballot-Counting Committee or waiving its election,
- Adoption of the agenda,
- Presentation of the Board of Directors’ report on the Company’s activities, the Company’s financial statements for fiscal year 2024 and the Board of Directors’ proposal for covering the loss for fiscal year 2024,
- Presentation of the Supervisory Board’s report for 2024,
- adoption of resolutions on:
a. consideration and approval of the Management Board’s report on the Company’s activities for the 2024 fiscal year,
b. consideration and approval of the Company’s financial statements for the 2024 fiscal year,
c. coverage of the net loss for the 2024 fiscal year,
d. granting the Company’s Management Board Members a discharge of their duties for the 2024 fiscal year,
e. granting a discharge to the Members of the Company’s Supervisory Board for the performance of their duties in the 2024 fiscal year; f. amending the Company’s Articles of Association;
g. preparing financial statements in accordance with International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS);
h. Preparation of consolidated financial statements in accordance with International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS);
i. Changes in the composition of the Supervisory Board;
j. Amendments to the Regulations of the General Meeting. - closing of the Assembly.
The full text of the notice convening the Company’s Annual General Meeting of Shareholders and the contents of the draft resolutions to be adopted at the Issuer’s Annual General Meeting of Shareholders are included in the appendices to the report.
In addition, in accordance with Article 4023 § 1 of the Commercial Companies Code, the full text of the notice convening the Ordinary General Meeting of Shareholders, along with attachments, including forms for exercising voting rights by proxy, is posted at https://investors.scanway.pl/.
Detailed legal basis: Articles 402 § 1 and 402 § 2 of the Commercial Companies Code.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 8/2025 – Order for the implementation of a Hydra-based vision inspection system in the food industry for EvraFish Ltd.
Current Report No. ESPI 8/2025
Drafting date: 2025-06-03
Abbreviated name of the issuer: SCANWAY S.A.
Subject: order for the implementation of a Hydra-based vision inspection system in the food industry for EvraFish Ltd.
Article 17(1) MAR – confidential information.
The Board of Directors of Scanway S.A. (the “Company”) announces that on June 3, 2025, it signed an order (the “Order”) from a company operating in the food industry, EvraFish Sp. z o.o. (“EvraFish”). The subject of the Order is the implementation of a vision system for the inspection of manufactured fish cans in an automated processing line at a production facility in Brusy. This is another commercialization of the Hydra system after the order from FABIOS S.A. (RB 3/2025) and the first Order from EvraFish. The value of the Order is €102,500, and it is expected to be completed by the end of 2025. Other terms and conditions of the Order’s execution do not differ from the provisions characteristic of this type of cooperation.
The system will perform automatic quality control of each can in the production process and will be used to detect defects in the final product using Hydra’s proprietary technology, advanced imaging methods and high-performance data analysis. Among other things, Hydra uses proprietary software based on artificial intelligence (machine learning) algorithms for image processing.
The cooperation with EvraFish is part of the Company’s strategy to offer products to customers in various industries, including the food industry. The solutions included in the system for continuous production control are the same as the Hydra product being developed by Scanway, and the food branch is one of the business priorities for the Company.
EvraFish is a renowned manufacturer of canned fish preparations based in Brusy (Pomeranian Voivodeship), specializing in private label production for external customers, as well as developing its own “brands.” EvraFish is part of Polski Holding Rybny. Polski Holding Rybny Sp. z o.o. (“PHR”) includes modern fish processing plants Libru Sea and Evrafish, as well as popular brands such as: Fjord Fiskursson, offering a wide range of baked and smoked fish, and Evrafish, known for its portfolio of canned fish with recipes based on natural ingredients. PHR’s products are widely available in nationwide retail chains and the wholesale market, as well as in most EU countries and China, both in the company’s brands and under private labels (so-called private label). The company is committed to full quality control and the supply chain – from catching to processing to distribution.
Mikolaj Podgorski – Member of the Management Board
Radoslaw Charytoniuk – Member of the Management Board
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ESPI Current Report No. 6/2025 – Notifications of transactions of an obligated person and a closely related person received pursuant to Article 19 MAR.
Current Report No. ESPI 6/2025
Drafting date: 2025-05-26
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Notifications of transactions of an obligated person and a closely related person received pursuant to Article 19 MAR.
Article 19 (3) MAR – information on transactions performed by persons discharging managerial responsibilities.
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces that today the Company has received a total of two notification notifications prepared in accordance with Article 19 of MAR from a person performing managerial duties (Scanway’s CEO) and a person closely related to him (a family foundation) regarding the transfer of 176,870 Company shares by the Company’s CEO to his related family foundation.
The content of the notifications received is provided by the Company in the appendix to this current report.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
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ESPI Current Report No. 5/2025 – Receipt of a Purchase Order for the implementation of a vision control system for the food industry for Bunge Polska Sp. z o.o.
Current report no. ESPI 5/2025
Drafting date: 2025-05-26
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Receipt of a Purchase Order for the implementation of a vision control system for the food industry for Bunge Poland Ltd.
MAR Article 17.1 – confidential information.
The Management Board of Scanway S.A. (the “Company”) announces that on May 26, 2025, it signed an order (the “Order”) from Bunge Polska Sp. z o.o., a company operating in the food industry. (“Bunge”). The subject of the Order is the implementation of a vision system for the inspection of manufactured bottles of rapeseed oil on an automatic processing line at Bunge’s production plant in Kruszwica. The implemented solution is based on elements used in the Hydra system developed by the Company.
The system will allow inspection of each bottle including the cork and detection of defects in the final product using advanced imaging technologies and high-performance data analysis. In addition – as part of the signed Order – the Company will integrate the quality control system with an automatic rejecter of defective bottles, which will allow the immediate disposal of defective products from the production line.
The Order received by the Company consists of two elements:
– Element No. 1 for the implementation of the first stage of the control system, the implementation time of which is scheduled for the third quarter of this year. The value of this element of the Order is €64700;
– Element No. 2 for the implementation of the defective bottle rejection system, the implementation time of which is scheduled for the third quarter of this year. The value of this element of the Procurement will be settled on the basis of a labor hour rate and has been provisionally estimated at €10,000.
Completion of the aforementioned two elements under the Order received is scheduled for the third quarter of 2025. The other terms and conditions of the Order do not differ from the provisions characteristic of this type of cooperation.
The cooperation with Bunge is part of the Company’s strategy to offer products to customers in various industries, including the food industry. The offered system is part of the Company’s well-known area of high-performance final product control and is based on components used in the Hydra system. The food industry, in turn, is one of the Company’s business priorities.
Bunge Polska Sp. z o.o. is part of the multinational Bunge Global S.A., one of the largest companies operating globally in the agricultural and food sectors. Bunge is mainly engaged in the production of vegetable oils, vegetable fats, feeds and grain trade. The multinational Bunge operates in more than 40 countries and employs tens of thousands of people worldwide. In Poland, Bunge has several production plants, the largest of which is the aforementioned Production Plant in Kruszwica, Kujawsko-Pomorskie Province.
Mikolaj Podgorski – Member of the Management Board
Radoslaw Charytoniuk – Member of the Management Board
ESPI Current Report No. 4/2025 – Selection of a consortium that includes Scanway S.A. to implement the CAMILA project from the European Space Agency.
Current Report No. ESPI 4/2025
Drafting date: 2025-04-10
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Selection of a consortium including Scanway S.A. to implement the CAMILA project from the European Space Agency.
MAR Article 17.1 – confidential information.
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces that on April 11, 2025, a contract (the “Agreement”) was concluded between Creotech Instruments S.A. (“Creotech”), the leader of a consortium of which Scanway is also one of the participants (collectively, the “Consortium”), and the European Space Agency (“ESA”) for the Country Awareness Mission in Land Analysis (“CAMILA”) project.
The value of the Contract between the Consortium (on whose behalf the Contract was signed by Creotech) and ESA, is 51,925,511 euros. The purpose of the CAMILA project is to build a constellation of a minimum of three observation satellites, a ground segment, satellite launches and mission management. The aforementioned amount covers the implementation of all tasks by the entire Consortium. As part of the Consortium, Scanway is responsible for providing entire Earth observation instruments (telescopes) for integration in a minimum of two optical satellites. Implementation of the subject of the Agreement is scheduled from April 2025 and will end in December 2027.
The Company will report on further significant steps in the implementation of the CAMILA project, including, in particular, the signing of an executive agreement between Scanway and Creotech, which will regulate the detailed principles of cooperation – including financial settlements – between Creotech as the leader of the Consortium and Scanway as a participant in the Consortium, in subsequent current reports.
The execution of the CAMILA project is part of one of the Company’s strategic directions of development regarding offering its solutions to large public projects and is a direct result of the experience gained from the STAR VIBE, EagleEye, PIAST projects and, above all, the commercial orders carried out by Scanway for clients from all over the world.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 3/2025 – Receipt of an order for vision systems for vision inspection in the food industry.
Current report no. ESPI 3/2025
Drafting date: 2025-03-14
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Receiving an order for vision systems for vision inspection in the food industry.
MAR Article 17.1 – confidential information.
The Board of Directors of Scanway S.A. (the “Company”) announces that on March 14, 2025, it signed an order (the “Order”) with FABIOS S.A., a Polish company operating in the food industry. (“Fabios”). The subject of the Order is the implementation of vision systems (the “System”) for the inspection of manufactured protein casing on two process lines at Fabios’ production facility. The system will allow continuous inspection of protein casings and verification of detected defects by type, size and location using advanced imaging technologies and artificial intelligence algorithms.
The value of the Order is 71,110 euros, and the execution time of the Order is 5 months. The Order is a continuation of the cooperation between the Company and Fabios, which was initiated with the first implementation in 2022 and another in 2024. As of the date of publication of the current report, the Company is carrying out another implementation of lesser value for Fabios. The total value of orders received by Scanway from Fabios in 2025 is €119,610.
Other terms and conditions of execution of the Order do not differ from the provisions characteristic of this type of cooperation.
The cooperation with Fabios is part of the Company’s strategy to offer products to customers in various industries, including the food industry. The solutions included in the continuous production control system are the same as the Hydra product being developed by Scanway, and the food branch is one of the Company’s business priorities.
Fabios is a manufacturer of traditional and edible, straight and garland collagen casings and collagen film. Collagen casings are produced in a variety of types, calibers, colors and go to meat plants in Poland, the European Union, as well as Eastern European countries, Asia, America and Australia. Fabios is one of the largest production facilities in the southern Małopolska region, and the company’s success is related to its consistent policy of improving and developing the technological process, respect for the environment, educated staff and, above all, constant monitoring of customers’ needs and expectations.
Jędrzej Kowalewski – President of the Management Board
Radosław Charytoniuk – Member of the Management Board
ESPI Current Report No. 2/2025 – Entering into an agreement with Nara Space Technology for flight testing of the Earth observation instrument under the NarSha project.
Current report no. ESPI 2/2025
Drafting date: 2025-03-07
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Entering into an agreement with Nara Space Technology for flight tests of the NarSha Earth observation instrument.
MAR Article 17.1 – confidential information.
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces that on March 7, 2025 it entered into a contract (the “Contract”) with Nara Space Technology, based in South Korea. The subject of the Agreement is to conduct flight tests of the first piece of the supplied Earth observation instrument, consisting of two telescopes, allowing imaging of the Earth in the visible and infrared bands for detection of methane emissions. Flight testing is scheduled to be completed by the end of the third quarter of 2025.
The conclusion of the Agreement is the second extension of the contract for the NarSha project, concluded with Nara Space Technology on May 13, 2024, as reported by the Company in current report No. 3/2024 and No. 21/2024. As part of the NarSha project, the Company will also provide a second copy of the flight model of the instrument, as reported in current report No. 22/2024 dated 16/12/2024.
The value of the Agreement is US$285,100. In terms of provisions regarding possible contractual penalties, warranty provisions, product liability, etc. The Agreement does not deviate from market standards relating to these issues.
Conducting flight tests is a necessary activity to confirm the functionality and performance of the Earth observation instrument under imaging conditions of real methane emissions. The tests will be conducted on the so-called engineering model of the instrument.
The agreement and previous contracts, which the Company reported on in Current Report No. 3/2024, No. 21/2024 and No. 22/2024, are being carried out as part of the NarSha project – Korea’s first project to monitor methane using a satellite equipped with advanced optical instruments. The project is being carried out by a consortium of companies: Nara Space Technology (leader), Climate Technology Center of Seoul National University, Korea Astronomy and Space Science, Scanway S.A., and has secured financing from the Korea Development Bank, among others. The project is being developed to build a constellation of at least 6-12 microsatellites. Scanway’s further participation in the construction of a future constellation based on the optical instruments under development will be the subject of a possible separate contract for the supply of further telescopes.
The Company’s participation in constellation projects is part of building a recurring order book by providing instruments to satellites that form constellations, and in the future to potential satellites that will replace existing constellations. According to the market feature of satellites launched into LEO (Low Earth Orbit), their life cycle is about 3-5 years, after which they need to be replaced by new satellites.
Jędrzej Kowalewski – President of the Management Board
Michał Zięba – Member of the Management Board
ESPI Current Report No. 1/2025 – Notifications of changes in the share of the total number of votes in Scanway
Current report no. ESPI 1/2025
Drafting date: 2025-01-02
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Notifications of changes in the share of the total number of votes in Scanway
Art. 70 item 1 of the Public Offering Act – acquisition or disposal of a significant block of shares
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces that today the Company received from the Chairman of the Board of Directors of Scanway and the family foundation controlled by him notifications related to the change of the share in the total number of votes in the Company in connection with the registration by the District Court for Wroclaw Fabryczna in Wroclaw, VI Economic Department of the National Court Register of an increase in the Company’s share capital from PLN 129,000 to PLN 139,500 by issuing 100,000 series D shares and 5,000 series E shares with a nominal value of PLN 0.10 per share.
In accordance with the notifications received, currently Mr. Jędrzej Kowalewski, Chairman of the Board of Scanway, holds a total of 276,834 shares in the Company, which constitutes 19.84% of the Company’s share capital and constitutes the same share in the total number of votes in the Company, including directly Mr. Jędrzej Kowalewski holds 176.834 shares of the Company, which constitutes 12.68% of the Company’s share capital and constitutes the same share in the total number of votes in the Company, and indirectly through the family foundation he controls, Mr. Jędrzej Kowalewski holds 100,000 shares, which constitutes 7.17% of the Company’s share capital and constitutes the same share in the total number of votes in the Company.
The contents of the notices received are provided by the Company in the appendix to this current report.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 23/2024 – Commencement of Phase 0/A of the Mani lunar project
Current Report No. ESPI 24/2024
Drafting date: 2024-12-23
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Start of phase 0/A of the Mani lunar project
MAR Article 17.1 – confidential information.
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces the start of cooperation with the University of Copenhagen, Denmark, on 23.12.2024. The subject of the cooperation is Scanway’s participation in the implementation of the initial Phase A lunar mission named Mani, carried out within the framework of the European Space Agency’s (“ESA”) Small Lunar Missions program.
The consortium implementing the Mani project includes the University of Copenhagen (consortium leader), Scanway and the Danish company Space Inventor A/S, with which the Company has entered into a cooperation agreement, communicated in ESPI Current Report No. 8/2024.
The value of the entire preliminary phase A contract accruing to the consortium from ESA funds is €150,000, of which about 30% of these funds will accrue to the Company. The works are planned until the end of the first half of 2025. Upon their completion, ESA will decide whether the Mani project will continue under subsequent phases.
Mani is a project to perform photometric mapping of the Moon’s surface with the highest spatial resolution to date – at the micrometer scale. Improving the precision of topographic maps of the Moon will allow better preparation of exploration missions, and verification of the photometric potential of the solution can support future missions to further regions of space. The project assumption is that Scanway will use its existing solutions, developed, among others, as part of the SEMOViS project, about which the Company reported in ESPI Current Report No. 7/2024, for the Mani mission.
The Mani project is being carried out as part of the European Space Agency’s Terrae Novae program, which aims to develop space exploration, including the Moon. Seven projects selected from 62 submissions, including the Mani project, have been shortlisted for the initial Phase A. Ultimately, the European Space Agency will select up to 2 projects in the Small Lunar Missions program to be launched within 4-4.5 years, with the total cost of implementing each project closing in on €50 million.
In 2023, Poland increased its contribution to ESA’s European Exploration Envelope Program by €100 million, which is a key operational tool for the strategic directions set by the Terrae Novae program.
In the Company’s view, Scanway’s involvement in the Mani project could have a significant impact on future financial developments in the event that the project is selected for further phases by ESA, and by opening up new development prospects beyond the low Earth orbit and EO (Earth Observation) domains.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 23/2024 – Receipt of an order for a lunar observation instrument from Intuitive Machines of the US included in the NASDAQ index
Current Report No. ESPI 23/2024
Drafting date: 2024-12-20
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Receiving an order for a lunar observation instrument from Intuitive Machines of the US included in the NASDAQ index
MAR Article 17.1 – confidential information.
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces that it has received an order (the “Order”) from Intuitive Machines (“IM”), a US company included in the NASDAQ index, on December 19, 2024. The subject of the Order is Scanway’s supply of a lunar observation instrument for the IM satellite, scheduled for launch in late 2025. The IM space vehicle is the first satellite within NASA’s contracted constellation of satellites for lunar telecommunications.
The Company’s expected receipt of funds from the Order in the order of several hundred thousand USD on the basis of the agreed schedule will occur in 2025. With regard to other provisions including, among others, those relating to possible contractual penalties, warranty provisions, product liability, etc. The order does not deviate from market standards pertaining to these issues and commonly used in this type of procurement. Cooperation with Intuitive Machines may be expanded in the future, including with the possible support of European and/or national institutions, to place more instruments on new IM satellites flying to the Moon.
Intuitive Machines is a leading U.S. company, listed on NASDAQ with a capitalization of about $1.93 billion (as of Dec. 19, 2024), engaged in space exploration and lunar infrastructure construction (specializing in the development of advanced lunar landers, cislunar communication systems and the development of navigation services for space missions). In February 2024, it made history as the first private organization to land on the Moon. The company’s vision is to support the commercialization of space through innovative technologies and collaboration with the private and public sectors. Intuitive Machines is developing infrastructure that opens up new opportunities for lunar exploration, space exploration and future interplanetary missions.
The mission, which will send Scanway’s telescope along with IM into lunar orbit in 2025, is the result of IM’s winning a NASA contract worth a maximum of $4.82 billion.
The implementation of the project with IM is in line with Scanway’s long-term strategic goals, which include positioning the Company as a leader in optical instruments for use in new space industries – in this case, the lunar economy, whose value growth in the decade from 2023 to 2032 will be about 50% (according to Euroconsult Report, September 2023 4th Edition, “Prospects for Space Exploration. An economic and strategic assessment of the space exploration sector. Moon Exploration Focus”). Scanway’s and IM’s intention is to possibly continue their cooperation and use Scanway’s optical competencies for future IM missions.
Receipt of the IM Order could potentially have a significant impact on Scanway’s development prospects and financial position in the coming years.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 22/2024 – Entering into an agreement with Nara Space Technology for another Earth observation instrument as part of the NarSha project
Current Report No. ESPI 22/2024
Drafting date: 2024-12-16
Abbreviated name of the issuer: SCANWAY S.A.
Subject:Contracting with Nara Space Technology for another Earth observation instrument under the NarSha project
Article 17(1) MAR – confidential information.
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces that on December 16, 2024, it entered into a contract (the “Agreement”) with Nara Space Technology, based in South Korea. The subject of the Contract is the delivery of another model of a flightable Earth observation instrument consisting of two telescopes, allowing imaging of the Earth in the visible and infrared bands for the detection of methane emissions. The telescopes are scheduled for delivery in the first half of 2026.
The conclusion of the Agreement is an extension of the contract for the NarSha project concluded with Nara Space Technology on May 13, 2024, about which the Company reported in current reports No. 3/2024 and No. 21/2024.
The value of the Agreement is €707,500. The Company’s expected receipt of funds from the execution of the Agreement based on the agreed schedule will be approximately €0.3 million in 2025 and approximately €0.4 million in 2026. The last payment will be made after the launch of the instrument in orbit. In terms of provisions regarding possible contractual penalties, warranty provisions, product liability, etc. The agreement does not deviate from market standards relating to these issues.
Scanway’s telescopes will replicate the solution being developed under the first contract with Nara Space Technology, which the Company reported in current report No. 3/2024, and then No. 21/2024 in which it announced that it had reached the milestone of completing the CDR (Critical Design Review) phase and proceeding to the construction phase of the instrument’s engineering model. The scope of the Contract entered into on December 16, 2024 relates to the construction of the flight model only, as work of an R&D nature, including the construction of the engineering model, was part of the contract entered into on May 13, 2024.
The agreement and the previous contract, which the Company reported on in Current Report No. 3/2024 and No. 21/2024, are being carried out as part of the NarSha project – Korea’s first project to monitor methane using a satellite equipped with advanced optical instruments. The project is being carried out by a consortium of companies: Nara Space Technology (leader), Climate Technology Center of Seoul National University, Korea Astronomy and Space Science, Scanway S.A., and has secured financing from the Korea Development Bank, among others. The project is being developed to build a constellation of at least 6-12 microsatellites. Scanway’s further participation in the construction of a future constellation based on the optical instruments under development will be the subject of a possible separate contract for the supply of further telescopes.
The signing of the contract for another Earth observation instrument within the NarSha project is a confirmation of the Company’s high competence and is in line with its strategic direction of development which includes participation in constellation projects. The NarSha project is being developed with a view to building a constellation of at least 6-12 microsatellites, and the cooperation between Scanway and Nara Space Technology has the potential for further expansion in the future. The Company’s participation in constellation projects is part of building a repeatable order book by providing instruments for satellites that form constellations, and in the future for potential satellites that will replace existing constellations. According to the market feature of satellites launched into LEO (Low Earth Orbit), their life cycle is about 3-5 years, after which they need to be replaced by new satellites.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 21/2024 – Achieving a milestone in the NarSha project with Nara Space Technology and completing the CDR phase
Current Report No. ESPI 21/2024
Drafting date: 2024-11-28
Abbreviated name of the issuer: SCANWAY S.A.
Subject: NarSha project milestone reached with Nara Space Technology and CDR phase completed
Article 17(1) MAR – confidential information.
With reference to the ESPI current report No. 3/2024 regarding the conclusion of a Contract with Nara Space Technology (“Nara Space”), the Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces the achievement of a paid milestone in the execution of the aforementioned contract with Nara Space as of November 28, 2024. Scanway has successfully closed the so-called Critical Design Review (CDR) completing the design phase. This marks the inflow to the Company this year of additional funds in the amount of approximately €0.5 million resulting from the faster-than-scheduled completion of the design phase, and also results in the transition to the next phase of the Contract consisting of preparations for the construction of the engineering model of the optical instrument.
The next milestones are scheduled to be achieved in the first and third quarters of 2025, with an expected total impact of €0.25 million. The last milestones will be achieved in 2026, with an estimated impact of €0.25 million from their achievement.
Scanway recalls that the subject of the Agreement with Nara Space is the Company’s delivery of an Earth observation instrument consisting of two telescopes, allowing imaging of the Earth in the visible and infrared bands for the detection of methane emissions. The telescopes are scheduled for delivery in 2026, and the value of the Agreement is €1,708,500. Payments received to date for the execution of the Agreement, taking into account the aforementioned amount of approximately €0.5 million of the upcoming tranche for the completion of the CDR phase, will amount to approximately €1.2 million.
The contract is being implemented within the framework of the NarSha project – the first Korean project to monitor methane using a satellite equipped with advanced optical instruments. The project is being carried out by a consortium of Korean companies and has secured financing from the Korea Development Bank, among others. The project is being developed with a view to building a constellation of at least 6-12 microsatellites.
The implementation of the project with Nara Space is part of Scanway’s strategic development directions, which include offering its solutions to constellation projects in order to build repeat orders for the Company’s products. Scanway and Nara Space’s intention is to continue their cooperation, and Scanway’s potential participation in the construction of a future constellation based on the solutions implemented in the demonstration satellite will be the subject of a possible separate contract for the supply of the Company’s next telescopes.
The Company will report on further significant milestones related to the implementation of the Agreement and cooperation with Nara Space through relevant reports.
The information about the achievement of a milestone in the NarSha project has been classified by the Company as confidential information, due to its possible significant impact on the development of Scanway’s financial position and growth prospects.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 20/2024 – Notification of transaction of an obligated person and closely related person received pursuant to Article 19 MAR.
Current Report No. ESPI 20/2024
Drafting date: 2024-11-20
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Notification of transaction of an obligated person and a closely related person received pursuant to Article 19 MAR.
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces that the Company has received a notification notice prepared in accordance with Article 19 of MAR from a person close to the Chairman of the Company’s Board of Directors (family foundation) related to the signing of an agreement to acquire 100.000 shares of the Company in connection with the increase of the Company’s share capital carried out on the basis of Resolution No. 4 of Scanway’s Extraordinary General Meeting of November 13, 2024 on increasing the Company’s share capital depriving existing shareholders of their pre-emptive rights in full, dematerialization of shares within the meaning of the Act on Trading in Financial Instruments, introduction of shares of the new issue to trading in the alternative trading system and amendment of the Company’s Articles of Association.
The content of the notification received is provided by the Company in the appendix to this current report.
Jędrzej Kowalewski – President of the Management Board
Michał Zięba – Member of the Management Board
ESPI current report no. 19/2024 – List of shareholders holding at least 5% of votes at the Extraordinary General Meeting of SCANWAY S.A.
Current Report No. ESPI 19/2024
Drafting date: 2024-11-13
Abbreviated name of the issuer: SCANWAY S.A.
Subject: List of shareholders holding at least 5% of votes at the Extraordinary General Meeting of SCANWAY S.A.
The Board of Directors of Scanway S.A., based in Wrocław, Poland (the “Company”) announces that at the Extraordinary General Meeting of the Company held on November 13, 2024 (the “EGM”), the shareholders holding more than 5% of votes at the EGM were:
PGE VENTURES Sp. z o.o., which held 185,000 shares in the Company at the EGM and was entitled to 185,000 votes, representing 35.92% of the number of votes at the EGM and corresponding to 14.34% of the total number of votes in the Company;
Mr. Jędrzej Kowalewski, who held 176,870 shares in the Company at the EGM and was entitled to 176,870 votes, representing 34.34% of the number of votes at the EGM and corresponding to 13.71% of the total number of votes in the Company;
Government of Norway, which held 30,000 shares in the Company at the EGM and which was entitled to 30,000 votes, representing 5.82% of the number of votes at the EGM and corresponding to 2.33% of the total number of votes in the Company;
Familiar S.A., SICAV-SIF, which held 51,192 shares in the Company at the EGM and was entitled to 51,192 votes, representing 9.94% of the number of votes at the EGM and corresponding to 3.97% of the total number of votes in the Company;
Jędrzej Kowalewski – President of the Management Board
Michał Zięba – Member of the Management Board
ESPI Current Report No. 18/2024 – Execution of an executive agreement with Flytronic S.A.
Current Report No. ESPI 18/2024
Drafting date: 2024-11-08
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Execution of an executive agreement with Flytronic S.A.
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces that on November 8, 2024, the Company signed an executive agreement (the “Agreement”) with a leading Polish entity in the production of unmanned platforms for defense purposes, Flytronic S.A. (“Flytronic”), which is part of the WB Group – one of the largest Polish high-tech concerns specializing in the design and production of solutions in the defense and civil sectors.
Under the Agreement, Scanway will develop the optoelectronic component of the observation head, enabling advanced imaging from UAV platforms (unmanned systems, including drones). The company will retain full rights to the intellectual value of the developed solution, excluding interface components and parts included in the UAV platform.
The schedule of activities described in the Agreement is set for 24 months. The Company will be responsible for the implementation of the Agreement, including coordination of engineering and design activities, while Flytronic will provide and make available the relevant prerequisites for the implementation of the Agreement (including models of platform elements), support, and the solution testing team. Scanway will be the sole owner of the intellectual property for the developed sensor.
Funding for the activities required to be carried out under this Agreement is provided by the Company through a public offering completed on 7.10.2024, through which Scanway raised PLN 3.5 million in gross development capital for the Company to, among other things, implement the R&D portion for the project with Flytronic.
The conclusion of the aforementioned Agreement represents a key step for Scanway in increasing its involvement in the strategic and promising defense sector, enabling the Company to showcase its solutions in products for use on the battlefield.
Having designed, delivered and successfully tested a solution using Scanway’s competencies, Flytronic says it is willing to start talks and business negotiations to implement the product in the solutions it offers. The Gliwice-based company, part of the WB GROUP, is a designer and manufacturer of unmanned aerial systems (including X-FRONTER, FLYEYE and FT-5), proven in the most difficult conditions, including high-intensity conflict.
The news of the execution agreement was considered important to the Company, due to its potential significant impact on Scanway’s growth prospects. The agreement follows the letter of intent with Flytronic signed on August 9, 2024.
Jędrzej Kowalewski – President of the Management Board
Michał Zięba – Member of the Management Board
ESPI Current Report No. 17/2024 – Notifications of changes in the share of the total number of votes in Scanway.
Current Report No. ESPI 17/2024
Drafting date: 2024-10-09
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Notifications of changes in the share of the total number of votes in Scanway.
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces that the Company has received notifications from Scanway’s Chairman of the Board and a family foundation controlled by him, related to changes in the share of the total number of votes in the Company in connection with a donation agreement.
In addition, the Company announces that it has received a notice from a family foundation controlled by Scanway’s Chairman of the Board of Directors regarding a change in its share of the total number of votes in the Company in connection with the sale of 100,000 Scanway shares as part of ABB’s accelerated book building process.
The contents of the notices received are provided by the Company in the appendix to this current report.
Jędrzej Kowalewski – President of the Management Board
Michał Zięba – Member of the Management Board
ESPI Current Report No. 16/2024 – Notifications of transactions of an obligated person and a closely related person received pursuant to Article 19 MAR.
Current Report No. ESPI 16/2024
Drafting date: 2024-10-09
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Notifications of transactions of an obligated person and a closely related person received pursuant to Article 19 MAR.
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces that the Company has received notification notices prepared in accordance with Article 19 MAR from the Chairman of the Board of Directors of Scanway and a person closely related to him (a family foundation) regarding the transfer by way of donation to the family foundation of 100.00 shares in the Company.
In addition, the Company announces that it has received a notification notice from the aforementioned closely related person (family foundation) regarding the sale of 100,000 Scanway shares under ABB’s accelerated book building process, which the Company announced in ESPI Current Report No. 15/2024.
The content of the notifications received is provided by the Company in the appendix to this current report.
Jędrzej Kowalewski – President of the Management Board
Michał Zięba – Member of the Management Board
ESPI Current Report No. 15/2024 – Information on completion of the accelerated book building process for the Company’s shares
Current Report No. ESPI 15/2024
Drafting date: 2024-10-07
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Information on completion of the accelerated book building process for the Company’s shares
THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR DISTRIBUTION, PUBLICATION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN ANY PART, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION, PUBLICATION OR DISSEMINATION WOULD BE UNLAWFUL. THIS CURRENT REPORT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS REPORT.
The Management Board of Scanway S.A., based in Wrocław, Poland (the “Issuer” or the “Company”) announces, with reference to current report No. 13/2024, that on October 7, 2024 it received information from Jędrzej Kowalewski, a shareholder of the Issuer – Family Foundation (the “Shareholder“), that the accelerated book building process (“ABB“) for the Issuer’s shares has been completed.
According to the information provided, as a result of the ABB process, the sale price of the Company’s shares was set at PLN 35 per share.
In total, as a result of the ABB process, the Shareholder will sell 100,000 shares in the Company, representing 7.75% of the Company’s share capital, entitling to 100,000 (7.75%) votes at the Company’s General Meeting of Shareholders (the “Sold Shares“). The sale transactions will be concluded by October 8, 2024 and settled by October 9, 2024.
The Sale Shares will be sold in performance of the Investment Agreement entered into by the Company and the Shareholder on October 7, 2024 (the “Investment Agreement“), which the Company announced in the aforementioned current report. Pursuant to the Investment Agreement, the Shareholder will subscribe for 100,000 Series D ordinary bearer shares of the Company with a par value of PLN 0.10 each (“NewIssue Shares”) at a unit issue price equal to the sale price of the Sale Shares. The New Issue Shares will be offered to the Shareholder on the basis of a resolution on increasing the Company’s share capital depriving existing shareholders of their subscription rights in full, dematerialization of shares within the meaning of the Financial Instruments Trading Act, introduction of the New Issue Shares to trading in the alternative trading system and amendment of the Company’s Articles of Association, which will be discussed at the Extraordinary General Meeting convened for November 13, 2024 (the “Issue Resolution“).
In addition, the Shareholder agreed to pay all of the funds raised from the sale of the Sale Shares to the Company as an advance payment on the subscription price for the New Issue Shares, within 5 business days from the crediting of his account with the amount of the sale price of the relevant block of Sale Shares.
Jędrzej Kowalewski – President of the Management Board
Michał Zięba – Member of the Management Board
ESPI Current Report No. 14/2024 – Convening an Extraordinary General Meeting for November 13, 2024
Current Report No. ESPI 14/2024
Drafting date: 2024-10-07
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Convening of Extraordinary General Meeting for November 13, 2024
Legal basis: § 4(2)(1) and (3) of Appendix No. 3 to the ATS Regulations “Current and periodic information provided in the Alternative Trading System on the NewConnect market”.
The Board of Directors of Scanway Spółka Akcyjna, seated in Wrocław (the “Company” or the “Issuer“) announces that an Extraordinary General Meeting of Shareholders has been convened for November 13, 2024, to commence at 11:00 am at the Notary’s Office KBSR Kamiński i Partnerzy Notariusze Spółka Partnerska at the following address: ul. Ruska 3/4, 50-079 Wrocław.
The detailed agenda of the convened Annual General Meeting of Shareholders of the Company includes:
1. opening of the Assembly,
2. election of the Chairman of the Assembly,
3. ascertain the correctness of the convening of the General Meeting and its ability to adopt resolutions,
4. adoption of a resolution on the election of the Ballot-Counting Committee or waiving its election,
5. adoption of the agenda,
6. adoption of a resolution on increasing the Company’s share capital depriving existing shareholders of their pre-emptive rights in full, dematerialization of shares within the meaning of the Act on Trading in Financial Instruments, introduction of shares of a new issue to trading in an alternative trading system and amendment of the Company’s Articles of Association,
7. adoption of a resolution on applying for admission and introduction of series A, B, C and D shares to trading on a regulated market operated by the Warsaw Stock Exchange,
8.. adoption of a resolution to amend the Company’s Articles of Association;
9. closing of the Meeting.
The full text of the notice convening the Company’s Annual General Meeting of Shareholders and the contents of the draft resolutions to be adopted at the Issuer’s Extraordinary General Meeting of Shareholders are included in the appendices to the report.
In addition, in accordance with Article 402 § 3 of the Commercial Companies Code, the full text of the notice convening the Extraordinary General Meeting, along with attachments, including forms for exercising the right to vote by proxy, was posted on the website https://investors.scanway.pl/.
Jędrzej Kowalewski – President of the Management Board
Michał Zięba – Member of the Management Board
ESPI Current Report No. 13/2024 – Adoption by the Company’s Board of Directors of a resolution on the Company’s intention to raise additional financing, conclusion of an investment agreement on the manner and mode of taking up new issue shares, and commencement of an accelerated book-building process.
Current Report No. ESPI 13/2024
Drafting date: 2024-10-07
Abbreviated name of the issuer: SCANWAY S.A.
Subject: adoption by the Company’s Board of Directors of a resolution on the intention to raise additional financing, conclusion of an investment agreement on the manner and mode of subscription for new issue shares, and commencement of an accelerated book-building process.
THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR DISTRIBUTION, PUBLICATION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN ANY PART, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION, PUBLICATION OR DISSEMINATION WOULD BE UNLAWFUL. THIS CURRENT REPORT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS REPORT].
The Board of Directors of Scanway S.A. with its seat in Wroclaw (the “Issuer” or the “Company”) announces that today the Board of Directors adopted a resolution to initiate the process of raising additional financing for the Company through the issuance of up to 100,000 series D ordinary bearer shares with a nominal value of PLN 0.10 (the “New Issue Shares”), and to recommend that the General Meeting of Shareholders adopt a resolution to apply for admission and introduction of the Company’s shares to trading on a regulated market operated by the Warsaw Stock Exchange. (“WSE“)
It is the Company’s intention to carry out the process of raising financing in cooperation with its significant shareholder, i.e. Jędrzej Kowalewski Family Foundation (“Family Foundation“, “Shareholder“), and to carry out the Transaction, in accordance with the scheme indicated below, in such a way as to enable investors to acquire the Company’s existing shares already introduced to organized trading in the Alternative Trading System on the NewConnect market (the “ATS“). Under the assumed transaction (the “Transaction“):
1 The Shareholder shall offer for sale by way of public offering only to qualified investors or less than 150 natural or legal persons other than qualified investors, without the obligation to prepare or approve a prospectus or other offering document, 100,000 ordinary bearer shares of the Company with a par value of PLN 0.10 each, listed on the ATS representing 7.75% of the Company’s share capital, entitling to 100,000 (7.75%) votes at the Company’s General Meeting. (“Sold Shares“);
(2) The entire funds obtained by the Shareholder from the sale of the Sale Shares shall be used to pay the subscription price for the same number of Series D ordinary bearer shares, with a nominal value of PLN 0.10 each (“New Issue Shares“), and such funds shall be paid into the Company’s bank account immediately after they are obtained by the Shareholder as an advance payment on the subscription price for the New Issue Shares;
3 The unit selling price of the Sale Shares shall be equal to the unit issue price of the New Issue Shares.
The Shareholder informed the Company that the sale of the Sale Shares by the Shareholder will take place as part of an accelerated book-building process conducted through Navigator S.A. Brokerage House. (“Navigator“, “Investment Firm“) (“ABB“).
The Shareholder further informed the Company that the ABB process will begin today. It is expected to be completed on October 7, 2024, and the sale of the Sale Shares will be settled by October 9, 2024.
The funds raised by the Company from the Transaction, will be used for:
1. expansion of the AIT (Assembly, Integration and Testing) infrastructure for the construction of larger-diameter telescopes for the SEMOViS (ESA+Marble Imaging) Project, among others, which should allow the timely completion of further milestones in the aforementioned project.
2. initiation of R&D work to develop new optoelectronic solutions for unmanned platforms as part of the development of cooperation with WB Group’s Flytronic, manufacturer of the FlyEye unmanned aerial system. These will be aimed at producing new solutions necessary for the Company’s effective entry into the defense/UAV (drone) market;
3 To secure working capital to implement current and future projects and to handle costs associated with preparations for the planned change of the Company’s share listing market from the ATS to a regulated market organized by the WSE 2025.
In order to make the Transaction possible:
1 The Company has entered into an investment agreement with the Shareholder for the subscription of New Issue Shares (the ” Investment Agreement“);
(2) The Shareholder and the Company entered into an agreement with the Investment Firm, in which the Investment Firm agreed to sell the Sale Shares, with a lock-up commitment for all New Issue Shares to be subscribed for by the Shareholder, effective from their recording in the Shareholder’s securities account. The lock-up period for the New Issue Shares will expire jointly with the lock-up period for the Shareholder’s previously held shares in the Company, i.e. on October 11, 2025, i.e. 24 months from the date of the first listing of the Company’s shares on the ATS, i.e. October 11, 2023).
According to the Investment Agreement:
1) The Company undertook to convene an Extraordinary General Meeting for the purpose of adopting the necessary resolutions to increase the share capital, excluding the pre-emptive rights of existing shareholders in full, by an amount not exceeding PLN 10,000 through the issuance of no more than 100,000 New Issue Shares, the subscription of which will be offered exclusively to the Shareholder at a unit issue price equal to the selling price of the Sale Shares (the “Issue Resolution“), and to apply for the admission and introduction of the Company’s shares to trading on the regulated market of the WSE;
2) The Shareholder has agreed to sell the Sale Shares under ABB;
3) The Shareholder undertook to take up New Issue Shares in a number equal to the number of Sale Shares actually sold and for a unit issue price equal to the unit sale price of the Sale Shares;
4) The Shareholder undertook to pay all of the funds raised from the sale of the Sale Shares to the Company as an advance payment on the subscription price for the New Issue Shares, each time within 5 business days after the amount of the sale price of a given block of Sale Shares is credited to his account;
5) With respect to the obligation to offer New Issue Shares to the Shareholder and their subscription by the Shareholder, the Investment Agreement constitutes a preliminary agreement within the meaning of the Civil Code Act of April 23, 1964, obligating its parties to conclude an agreement for the subscription of New Issue Shares, subject to the adoption of an Issue Resolution by the Extraordinary Shareholders’ Meeting;
6) The shareholder committed to vote in favor of the Issue Resolution;
The Shareholder reserved the right to change the terms and conditions of the sale of the Sale Shares, in particular to change the date of its execution and the number of Sale Shares and the number of New Issue Shares offered for subscription, as well as to cancel or terminate the offer to sell the Sale Shares, without giving any reason.
The Issuer will announce the convening of the Company’s Extraordinary General Meeting in separate current reports.
[IMPORTANT INFORMATION
This report does not constitute an offer for sale of the Issuer’s securities in the United States, Canada, Japan, Australia or any other jurisdiction where it would constitute a violation of applicable law or require registration, filing or authorization. The Company’s Securities have not been and will not be registered under the provisions of the U.S. Securities Act and may not be offered or sold in the United States of America. Neither the Issuer’s Securities nor this report have been and will be subject to registration, approval or notification in any country outside the Republic of Poland, in particular in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017. on the prospectus to be published in connection with a public offering of securities or their admission to trading on a regulated market and the repeal of Directive 2003/71/EC and the laws issued pursuant thereto, and may not be offered outside the Republic of Poland (including other European Union countries), unless in the country in question such an offering could be lawfully made without the Shareholder, the Issuer and their advisors having to meet any additional legal requirements. Any investor residing or having its registered office outside the Republic of Poland should familiarize itself with the relevant provisions of Polish law and the regulations of other countries that may apply to it. This report does not contain or constitute an offer to sell securities or an invitation to make an offer to purchase securities or a recommendation to purchase securities. The report does not constitute a basis for making a decision to purchase the Company’s securities. Investing in the Issuer’s shares involves a high degree of risk inherent in equity capital market instruments and risks associated with the Issuer’s business and the environment in which the Issuer operates. Before making an investment decision, an investor should carefully review the available information on the Issuer and, if necessary, consult with advisors, including legal counsel].
Jędrzej Kowalewski – President of the Management Board
Michał Zięba – Member of the Management Board
ESPI current report no. 12/2024 – CONCLUSION OF LOCK – UP AGREEMENT
Current Report No. ESPI 12/2024
Drafting date: 2024-09-30
Abbreviated name of the issuer: SCANWAY S.A.
Subject: conclusion of the LOCK – UP AGREEMENT.
The Board of Directors of Scanway S.A. based in Wroclaw (“Issuer” or “Company”) announces that today the Company has entered into an agreement with Jędrzej Kowalewski – President of the Board of Directors of the Company, Jędrzej Kowalewski Family Foundation of the organization (“Family Foundation“) and Dom Maklerski Navigator S.A. (“Navigator“) an agreement to transfer the rights and obligations of Jędrzej Kowalewski under the lock-up agreement dated June 1, 2023 (the “Lock-upAgreement”) to the Family Foundation (the “Agreement“).
According to the Agreement:
1. Navigator has agreed that Jędrzej Kowalewski, as sole funder, will contribute all of the Lock-Up Agreement covered by the Lock-Up Agreement, i.e. 275,000 shares of the Company with a nominal value of PLN 0.10 each (“Shares“) to the Family Foundation;
2. The Family Foundation will assume the rights and obligations of Jędrzej Kowalewski under the Lock-Up Agreement effective from the moment the Shares are contributed to the Family Foundation
The lock-up period for the Shares remains unchanged and expires on October 11, 2025, i.e. 24 months from the date of the Company’s first listing on the ATS, i.e. October 11, 2023.
Jedrzej Kowalewski is the sole founder and sole member of the Board of Directors of the Family Foundation. The beneficiaries of the Family Foundation are Jedrzej Kowalewski, his wife and children.
Jędrzej Kowalewski – President of the Management Board
Michał Zięba – Member of the Management Board
ESPI current report no. 11/2024 – Conclusion of cooperation agreement with Iceye Polska Sp. z o.o.
Current report no. ESPI 11/2024
Drafting date: 2024-09-03
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Conclusion of a cooperation agreement with Iceye Polska Sp. z o.o.
The Board of Directors of Scanway S.A. (“Company”, “Scanway”) announces that on September 3, 2024, the Company signed a cooperation agreement with the world leader in the production of Earth observation satellites in the radar band – Iceye Polska Sp. z o.o., part of the international company ICEYE. The purpose of the cooperation is to develop high- and ultra-high-resolution optical solutions for satellite platforms for Polish users and, in the future, for global customers. The agreement stipulates that the new satellites are to be used for defense purposes and achieve optical resolutions of the order of 50 cm. They will join existing satellite systems – ICEYE’s constellation of SAR satellites. ICEYE owns and operates the world’s largest constellation of satellites equipped with synthetic aperture radar (SAR) and is a trusted partner of government institutions and business. ICEYE’s numerous SAR satellites, of which 38 have already been launched, can visit the same location above Earth up to dozens of times a day and perform radar imaging day and night, regardless of weather conditions. Strengthening the constellation of SAR satellites with visible-band imaging reconnaissance satellites will increase their operational potential with the ability to provide very high-resolution optical imagery, combining the advantages of radar and optical systems through the synergies of both solutions and the experience of Scanway and ICEYE. The conclusion of the above-mentioned agreement represents another step for the Company – following the launch of the SEMOViS project, described in current report No. 7/2024 – to realize its strategic direction of providing customers with increasingly larger optical payloads and achieving world-class optical performance in its products. This will allow the Company to reach new customers, including defense customers, through ICEYE or directly through Scanway. Information on the conclusion of the cooperation agreement was considered important for the Company, due to its potential significant impact on Scanway’s growth prospects.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 10/2024 – Assessing the impact of EagleEye’s connectivity issues on Scanway S.A.
Current Report No. ESPI 10/2024
Drafting date: 2024-08-25
Abbreviated name of the issuer: SCANWAY S.A.
Topic: assessing the impact of EagleEye’s connectivity problems on Scanway S.A.
The Board of Directors of Scanway S.A. _”Company”, “Scanway”_ announces that on August 25, 2024, based on current report No. 26/2024 published by Creotech Instruments S.A. _”Creotech”_ the Company became aware of problems with two-way communications with the EagleEye satellite.
The company stresses that none of the problems defined by Creotech are due to a malfunction of the SOP200 telescope supplied for the EagleEye mission by Scanway. According to the information Scanway has in its possession, the SOP200 telescope had not yet been launched at all by the time of the publication of Creotech’s current report No. 26/2024. In the event of a permanent lack of communication with the satellite, this will mean a lack of validation of the telescope’s operation under space conditions. However, this circumstance will not result in any financial consequences for Scanway from third parties.
The Company would like to emphasize that the SOP200 telescope has been positively verified in ground tests, the results of which were published on 23.02.2025. These tests were performed on the flight model, i.e. the one submitted for integration with the Creotech satellite platform on January 25, 2024, the Company reported in current report No. 1/2024. Based on the experience of the team and the implemented results of the work on the SOP200 telescope, the Company is signing further contracts and does not identify a threat to the further development of Scanway in the face of the potentially non-operational EagleEye satellite.
The EagleEye satellite launch is one of potentially four space missions involving Scanway this year. The first was the flight of a camera suite on an Ariane 6 rocket on July 9 this year. _a successful mission-confirmed flight of SCS’s heritageproduct on a carrier rocket-the Scanway Camera System_, and pending launches are the XD and OTTER missions with SOP 20f and SOP 1U/65 lenses, which mission coordinators estimate should take place later this year in Q4.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 9/2024 – Conclusion of a letter of intent with Flytronic S.A.
Current Report No. ESPI 9/2024
Drafting date: 2024-08-09
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Conclusion of a letter of intent with Flytronic S.A.
The Board of Directors of Scanway S.A. _”Company”, “Scanway”_ announces that on August 9, 2024, the Company signed a letter of intent with a leading Polish entity in the production of unmanned platforms for defense purposes, the company Flytronic S.A., part of WB Group – one of the largest Polish high-tech concerns, specializing in the design and production of solutions in the defense and civil sectors.
The goal of the cooperation is to develop optoelectronic solutions for unmanned platforms. The agreement stipulates that the parties can also carry out joint R&D projects, exchange data and organize extensive test campaigns combined with joint workshops.
Flytronic S.A.’s flagship product is FLYEYE – a mini class unmanned aerial system _BSP_, used for, among other things, image reconnaissance missions and support of uniformed services operations. The strategic assumption in the development of this product is the application of proprietary solutions to the greatest possible extent. The peculiarity of the mini BSP class is its light weight with ever-increasing expectations of the platform’s capabilities.
The conclusion of the aforementioned agreement provides the Company with an opportunity to present its solutions to the prospective defense market, including products for use on the battlefield, which is developing at a very fast pace in view of recent and current geopolitical events.
Information on the conclusion of the cooperation agreement was considered important for the Company, due to its potential significant impact on Scanway’s growth prospects.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 8/2024 – Entering into a cooperation agreement with Space Inventor A/S
Current Report No. ESPI 8/2024
Drafting date: 2024-08-07
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Entering into a cooperation agreement with Space Inventor A/S
The Board of Directors of Scanway S.A. _”Company”, “Scanway”_ announces that on August 7, 2024, the Company signed a cooperation agreement with a leading Scandinavian entity in satellite platform manufacturing, Space Inventor A/S _”Space Inventor”_.
The goal of the cooperation is to develop comprehensive Earth observation satellite solutions, particularly dedicated to agricultural, environmental, natural resources and emergency management applications. In addition, uniquely in the European small satellite market, Scanway and Space Inventor will seek joint scientific missions for astrophysical observations from orbit, as well as joint lunar orbiters.
Space Inventor to a Danish company that specializes in providing customers with microsatellite solutions weighing up to 200 kg. The innovative satellite platform offers flexibility, modularity and can be used for different types of missions, in different orbits. Space Inventor also supplies a range of different components for satellites, such as reaction wheels and solar sensors.
The conclusion of the aforementioned agreement represents an opportunity for the Company to present its solutions on an advanced and innovative satellite platform, which could open up further business directions in Europe and beyond. This is an official continuation of the cooperation in which Space Inventor presents a model of its Scanway telescope satellite at industry events.
Information on the conclusion of the cooperation agreement was considered important to the Company, due to its potential significant impact on Scanway’s growth prospects.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 7/2024 – Conclusion of an agreement within the framework of the European Space Agency project
Current Report No. ESPI 7/2024
Drafting date: 2024-07 08
Abbreviated name of the issuer: SCANWAY S.A.
Subject: conclusion of a contract under the European Space Agency project
The Board of Directors of Scanway S.A. (the “Company”, “Scanway”) announces that on July 30, 2024, it signed a contract (the “Agreement”) with Marble Imaging GmbH (“Marble”) under the European Space Agency (“ESA”) project called SEMOViS (the “Project”). The subject of the Contract is the provision by the Company of an Earth observation instrument consisting of two telescopes, allowing imaging of the Earth in the visible band with a resolution of less than 1 meter per pixel (VHR – Very High Resolution) and in the infrared band (SWIR) with a resolution of less than 10 meters per pixel.
The value of the project is about €5.50 million. ESA’s funding of the Project is €3.94 million, while the value of the funds transferred to Scanway will be €3.2 million. The length of the Agreement is 24 months. The Company’s expected receipt of funds under the Agreement is about €1.6 million in 2024 and a total of about €1.6 million in 2025 and 2026. The provisions of the Agreement do not deviate from typical contractual terms used in such contracts with ESA.
The signing of the Agreement follows a months-long process of preparation and negotiation of the SEMOViS Project, funded under the InCubed program with ESA. The Project is made possible by the increased allocation of the Polish contribution to ESA in 2023. Entering into an Agreement with Marble, rather than directly with ESA, is standard ESA practice when consortia apply for a project related to entering into a contract with the consortium leader, in this case Marble (Marble – Prime Contractor, Scanway – Subcontractor).
The aforementioned Agreement follows a cooperation agreement signed with Marble on September 25, 2023, which resulted in winning the “Der Kleinsatelliten-Nutzlastwettbewerb” competition (the “Competition”), as communicated by the Company as part of its delayed insider information via ESPI Current Report No. 2/2023. The Company’s telescopes will be a key component of a demonstration microsatellite with an estimated weight of approximately 100 kilograms, which is scheduled to be launched in late 2025/early 2026 as part of a free launch window provided by Exolaunch and a free satellite platform provided by Reflex Aerospace through winning the Competition. The realization of the subject of the Agreement will be the basis for the potential future construction of an entire constellation of microsatellites designed for Earth observation based on the solutions tested in the demonstration microsatellite.
Michał Zięba – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 6/2024 – Receipt of order for delivery of telescope for Indian market
| Current Report No. ESPI 6/2024 Date of preparation: 2024-07-08 Abbreviated name of issuer: SCANWAY S.A.Subject: List of shareholders holding at least 5% of votes at the Annual General Meeting of SCANWAY S.A. |
| The Board of Directors of Scanway S.A. _”Company”_ announces that it has received an order _”Order”_ with Indian space technology company Dhruva Space Private Limited _”Dhruva”_ on July 08, 2024. The subject of the Order is for the Company to provide a model of a flyable telescope integrated with a camera manufactured by a leading European supplier, tested on vibration environmental tests. The value of the Order is 110,000 euros, and the term of the subject of the Order is less than 6 months. Other terms and conditions of the Order’s execution do not differ from the provisions characteristic of this type of cooperation. Dhruva is a company founded in 2012 and India’s leading integrator of small satellites. It is headquartered in Hydebarad, India, and has a branch office in Graz, Austria. In the past 24 months, it has sent 8 scientific payloads and satellites into space and completed a $15 million _Series A_ investment. With the execution of the Agreement, the Company hopes to attract a valuable partner for a strong future entry into the space sector in this region of the world. |
Michał Zięba – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 5/2024 – List of shareholders holding at least 5% of votes at the Annual General Meeting of SCANWAY S.A.
| Current Report No. ESPI 5/2024 Date of preparation: 2024-06-27 Abbreviated name of issuer: SCANWAY S.A.Subject: List of shareholders holding at least 5% of votes at the Annual General Meeting of SCANWAY S.A. |
The Board of Directors of Scanway S.A., based in Wrocław [“the Company”] informs that at the Annual General Meeting of the Company held on June 27, 2024 [“AGM”], the shareholders holding more than 5% of votes at this AGM were:
- PGE VENTURES Sp. z o.o., which held 185,000 shares in the Company at the AGM, carrying 185,000 votes, representing 36.49% of the number of votes at the AGM and corresponding to 14.34% of the total number of votes in the Company;
- Mr. Jędrzej Kowalewski, who held 276,860 shares in the Company at the AGM, which carried 276,860 votes, representing 54.60% of the number of votes at that AGM and corresponding to 21.46% of the total number of votes in the Company;
- Government of Norway, which held 30,000 shares in the Company at the AGM, carrying 30,000 votes, representing 5.92% of the number of votes at that AGM and corresponding to 2.33% of the total number of votes in the Company.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI current report no. 4/2024 – Convening the AGM for June 27, 2024
| Current Report No. ESPI 4/2024 Date of preparation: 2024-05-29 Abbreviated name of issuer: SCANWAY S.A.Subject: Conclusion of a cooperation agreement with a Korean company. |
The Management Board of Scanway Spółka Akcyjna with its registered office in Wrocław (the “Company” or the “Issuer”) hereby announces that the Issuer’s Ordinary General Meeting of Shareholders will be held on 27 June 2024, starting at 1 p.m. at ul. Ruska 3/4, 50-079 Wrocław, KBSR Kamińscy i Partnerzy Notaries.
The detailed agenda of the convened Annual General Meeting of Shareholders of the Company includes:
- Opening of the General Assembly.
- Election of the Chairman of the General Meeting.
- Determination of the correctness of the convening of the General Meeting and its ability to adopt resolutions.
- Adoption of a resolution on the election of the Scrutinizing Committee or waiving its election.
- Adoption of the agenda.
- Presentation of the Board of Directors’ report on the Company’s activities, the Company’s financial statements for fiscal year 2023 and the Board of Directors’ proposal for covering the loss for fiscal year 2023.
- Presentation of the Supervisory Board’s report for 2023.
- Adoption of resolutions on:
- a) consideration and approval of the Board of Directors’ report on the Company’s activities for the 2023 fiscal year,
- b) consideration and approval of the Company’s financial statements for fiscal year 2023,
- (c) coverage of net loss for fiscal year 2023,
- d) to grant members of the Company’s Management Board a discharge of their duties in the 2023 fiscal year,
- e) to grant members of the Company’s Supervisory Board a discharge of their duties in the 2023 fiscal year.
- Closing of the Assembly.
The full text of the notice convening the Company’s Annual General Meeting of Shareholders and the contents of the draft resolutions to be adopted at the Issuer’s Annual General Meeting of Shareholders are included in the appendices to the report.
In addition, in accordance with Article 402(3) of the Commercial Companies Code, the full text of the notice convening the Annual General Meeting was posted at https://investors.scanway.pl/, along with attachments, including forms for exercising voting rights by proxy.
Detailed legal basis: articles 402 paragraph 1 and 402 paragraph 2 of the Commercial Companies Code.
Michał Zięba – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
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ESPI Current Report No. 3/2024 – Entering into an agreement with Nara Space Technology
| Current Report No. ESPI 3/2024 Date of preparation: 2024-05-13 Abbreviated name of issuer: SCANWAY S.A.Subject: Conclusion of a cooperation agreement with a Korean company. |
The Board of Directors of Scanway S.A. _”Company”, “Scanway”_ announces that on May 13, 2024, it entered into a contract _”Agreement”_ with Nara Space Technology, based in South Korea. The subject matter of the Agreement is the Company’s delivery of an Earth observation instrument consisting of two telescopes that allow imaging of the Earth in the visible and infrared bands for the detection of methane emissions. The telescopes are scheduled for delivery in 2026.
The value of the Agreement is €1,708,500. The Company’s expected receipt of funds from the execution of the Agreement on the basis of the agreed schedule will be approximately EUR 0.7 million in 2024, approximately EUR 0.75 million in 2025 and approximately EUR 0.25 million in 2026. In terms of provisions regarding possible contractual penalties, warranty provisions, product liability, etc., the Agreement does not deviate from market standards relating to these issues.
The conclusion of the Agreement follows the cooperation agreement signed on 30/01/2024, which the Company announced in current report No. 2/2024, under which the Company’s involvement in the NarSha project – Korea’s first project to monitor methane with a satellite equipped with advanced optical instruments – was planned. The main objective of this project is to build a constellation of satellites for a global infrastructure for monitoring point sources of methane in near real time, with spatial resolution at the local level. The subject of the contract is the development of a telescope for the first demonstration K3M _Korea Methane Monitoring Microsatellite_ of 16U* size for methane monitoring, which is optimized for implementation of its mass production. Scanway was selected for the NarSha project after a positive review by the entire consortium: the Nara Space Technology _leader_, the Climate Technology Center of Seoul National University and the Korea Astronomy and Space Science Institute. The project has secured financing from the Korea Development Bank and investors, among others. The first satellite is scheduled to be launched in the fourth quarter of 2026, and after the success of the demonstration satellite, at least 6-12 more microsatellites are planned to be launched under the program. Scanway and Nara Space Technology’s intention is to continue their cooperation, and Scanway’s potential participation in the construction of a future constellation based on the solutions implemented in the demonstration satellite will be the subject of a possible separate contract for the delivery of the Company’s next telescopes.
The cooperation with Nara Space Technology is part of the Company’s strategy to offer its products outside the European market. Due to the technological specifications of the offered solution, i.e. SWIR infrared band observations, the signed Agreement will allow the Company to offer analogous products in the future for other customers interested in environmental monitoring of the Earth.
Nara Space Technology is a Korean technology company specializing in nanosatellites, remote sensing and artificial intelligence, founded in 2015. Over the years, it has participated in a number of space projects, including the construction of infrastructure for the space industry in Busan, the development of BusanSat, and in February 2021, it joined NASA’s CLPS mission, where it worked on a magnetic field measurement instrument.
*U – unit, English, – unit of volume used in defining the size of CubeSat class nanosatellites, 1U = 10 x 10 x 10 cm.
Michał Zięba – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI current report no. 2/2024 – Conclusion of a cooperation agreement with a Korean company
The Board of Directors of Scanway S.A. _”Company”, “Scanway”_ announces that on January 30, 2024, the Company signed a cooperation agreement with one of Korea’s leading entities in satellite manufacturing, remote sensing and artificial intelligence, Nara Space Technology. The goal of the cooperation is to develop a microsatellite system for Earth observation, develop optical instruments and develop observation payloads for the NarSha project – the first Korean project to monitor methane using a satellite equipped with advanced optical instruments. The project is being carried out by a consortium of Korean companies and has secured financing from the Korea Development Bank, among others. Under the established cooperation, the parties intend to develop the first demonstration microsatellite. The microsatellite is expected to achieve high spatial and temporal resolution imaging for global and point sources of methane. This is expected to improve the current observational capabilities of greenhouse gas emitters from space in order to solve the climate crisis and reduce methane emissions. The microsatellite is to be equipped with an optical instrument for detecting methane plumes in the visible _VIS_, near-infrared _NIR_ and short-wave infrared _SWIR_ bands. The spectral resolution of the imaging instrument is expected to be as low as less than 1 nanometer, and the minimum spatial resolution at an altitude of 500 km is 30 meters. The mass of the satellite will be a minimum of 32 kg. The launch of the first demonstration satellite is scheduled for the fourth quarter of 2026, and after the eventual success of the demonstration satellite, it is planned to launch at least 6-12 more microsatellites also with Scanway’s participation. The conclusion of the aforementioned agreement represents another step for the Company to broadly commercialize its systematically expanding product portfolio and enter an important new market outside Europe. Jędrzej Kowalewski – President of the Management Board |
ESPI Current Report No. 1/2024 – Update on Scanway S.A.’s preparation of an optical telescope as part of the EagleEye space project.
| Current report no. ESPI 1/2024 Drafting date: 2024-01-25 Issuer’s abbreviated name: SCANWAY S.A.Subject: Update on Scanway S.A.’s preparation of an optical telescope for the EagleEye space project. | ||||||||||||
| Legal basis | ||||||||||||
| MAR Article 17.1 – confidential information. | ||||||||||||
| Content of the report: | ||||||||||||
| The Board of Directors of Scanway S.A. _”Company”, “Scanway”_ announces that as part of the Company’s implementation as a consortium member of one of the largest space projects in Poland entitled EagleEye microsatellite system, on January 25, 2024, after the optical telescope was handed over for integration with the satellite platform at the partner’s facility – Creotech Instruments _Consortium Leader_, it passed functional tests. This represents an important milestone in the implementation of the aforementioned project co-funded by NCBiR. Within the framework of the aforementioned project, Scanway is responsible for the design and manufacture of the optical telescope, which, after integration with the HyperSat satellite platform from the Consortium Leader, as a whole satellite will undergo functional and environmental tests, and a positive result of these tests will enable the satellite to be sent to the company responsible for the integration of the EagleEye satellite with the Falcon 9 rocket from SpaceX. The satellite launch is scheduled for late H1/2024, the final date will be determined by the availability of launch windows from SpaceX. The handover of the Scanway-prepared optical telescope for the EagleEye satellite project is a milestone for the Company in realizing its long-term product vision of providing telescopes for increasingly larger satellites. After integration with the telescope, the weight of the entire satellite will be about 60 kg. The microsatellite equipped with the Scanway optical telescope will be capable of providing imaging with a resolution of about 1 meter from a target orbit of 350 km.Jędrzej Kowalewski – President of the Management Board Mikołaj Podgórski – Member of the Management Board | ||||||||||||
ESPI Current Report No. 3/2023 – Conclusion of a contract for the delivery of two telescope models in the Asian market SCANWAY S.A.
Current Report No. ESPI 3/2023
Drafting date: 2023-12-21
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Contracting for the supply of two telescope models in the Asian market
The Board of Directors of Scanway S.A. _”Company”_ announces the signing of a contract _”Agreement”_ with Ghalam LLP _”Ghalam”_ on December 21, 2023. The subject of the Agreement is the Company’s supply of two telescope models – an optical system and an electronic subsystem for data acquisition from an optoelectronic sensor – that can be integrated into a nanosatellite, as well as engineering support in the entire process of design, integration and testing of the telescopes and nanosatellites. The telescopes will be made in the class of engineering model and flight model.
The value of the Agreement is €185,500, and the execution time of the subject of the Agreement is 12 months.
Other terms and conditions of implementation of the Agreement do not differ from the provisions characteristic of this type of agreement.
The cooperation with Ghalam is part of the Company’s strategy to offer its products outside the European market, in countries developing for the space industry. This is another step officially taken, after previously signing a framework cooperation agreement with the Australian company AICRAFT, allowing the company to enter the Asia-Pacific market.
Ghalam is a company founded in 2010 with French and Kazakh capital, while one of its shareholders is Airbus Defence _ Space _”Airbus_”. Ghalam offers production of mechanical and electronic components, as well as testing and integration of the above in Airbus-certified laboratories and workshops, in connection with Airbus’ implementation of space projects for this part of Asia. With the execution of the Agreement, the Company hopes to gain a valuable partner and, above all, a supplier of high-quality subsystems, with adequate facilities for integration and testing of various space products.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 2/2023 – Receipt of an award from the German Space Agency and conclusion of a cooperation agreement – declassification of delayed confidential information.
Current report no. ESPI 2/2023
Drafting date: 2023-11-23
Abbreviated name of the issuer: SCANWAY S.A.
Subject: Receipt of an award from the German Space Agency and conclusion of a cooperation agreement – declassification of delayed confidential information.
MAR Article 17.1 – confidential information.
The Management Board of Scanway S.A. [Company, Issuer, Scanway] announces that on November 23, 2023, the Issuer became aware that the German Space Agency [Deutsches Zentrum für Luft- und Raumfahrt, hereinafter: NAK] made public the results of the competition for the possibility of launching an observation telescope aboard a microsatellite entitled Der Kleinsatelliten-Nutzlastwettbewerb [The Competition], under which the Company qualified for the project in question.
The Company’s distinction in the above-mentioned competition means that the Company has obtained from the above-mentioned agency the possibility of sending an observation telescope aboard a microsatellite free of charge [free slot for launch until the end of 2025]. Competition means that the Company has obtained from the above-mentioned agency the opportunity to send into space [a free launch slot in the horizon until the end of 2025] an observational telescope, together with the provision of its operation in space for a demonstration satellite.
The project consists in the construction and integration into the German microsatellite platform of a telescope for observation of the Earth with a resolution of less than 1 meter, at a planned level of about 0.7 meters. The size of this instrument will be about half that of the telescope provided by Scanway as part of the EagleEye mission. The satellite platform will be provided by the German side, along with the provision of a free launch of the platform into space. The launch of the Issuer’s observation instrument with such resolution and the success of the demonstration satellite mission is a prelude to the planned construction of an Earth observation constellation with a partner company from Germany, i.e. Marble Imaging GmbH [Marble], under which the Issuer could potentially provide imaging telescopes for up to 200 microsatellites, with a unit mass of about 100 kg and a unit price estimated, according to the Issuer as of the date of publication of this report, at about €1 million per imaging instrument. In addition, it will be possible to reap financial benefits through the sale of mission-acquired images taken by the demonstration satellite to end users. Potential financial benefits for Marble and Scanway from the sale of satellite data from the full constellation of 200 satellites will be regulated by a separate agreement in due course, after the verification period of the demonstration satellite’s mission, which will last at least until the end of 2025. At the same time, the Board of Directors of the Company announces that, with a view to the legitimate interests of the Issuer, it has decided to delay the public disclosure of: i] information about the receipt of unofficial information on September 22, 2023 about the possibility of the award of the Competition by the NAK, which was officially confirmed by the NAK on October 19, 2023.
ii] information that on September 25, 2023, a cooperation agreement was concluded with Marble for the joint development of an instrument for imaging the Earth with a resolution of less than one meter, the further implementation of which was contingent on confirmation of the Competition award. As part of the next steps, the Issuer will focus on the design of the imaging instrument, while Marble will provide system support, supervise the compliance of the design parameters with the requirements allowing the commercialization of images from the instrument, and begin work on the development of software for processing satellite images. Due to the applicable procedural issues related to the Competition, immediate public disclosure of the confidential information indicated above on the date of its occurrence could, in the Issuer’s opinion, violate the legitimate interests of the Company and have a negative impact on the process of the Company obtaining financial support from NAK, and consequently deprive the Company of potential financial benefits resulting from cooperation with NAK and Marble. As a result, the release of both related information to the public has been delayed. At the same time, the Issuer informs that the information provided in this report consummates the content of the delayed confidential information indicated above.
Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board
ESPI Current Report No. 1/2023 – Joining the ESPI system
Current report no. ESPI 1/2023
Drafting date: 2023-09-20
Abbreviated name of the issuer: SCANWAY S.A.
Subject: joining the ESPI system
The Management Board of Scanway S.A. [Company, Scanway] acting on the basis of § 11 (1) of the Regulations for the use of the Electronic System for Transmission of Information [ESPI], informs that the Office of the Financial Supervision Authority has granted the Company access to the ESPI system in the type “ATS Issuer”, and therefore Scanway begins to transmit the required information through this system as of September 20, 2023.
Jędrzej Kowalewski – President of the Management Board
Radosław Charytoniuk – Member of the Management Board

