Interim report
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ 1 REX CONCEPTS S.A. for the period ended 30 June 2026 CONDENSED INTERIM CONSOLIDATED REPORT Issuer: Rex Concepts S.A. (Rex Concepts) Registered office: Wroclaw, Poland Listing market: regulated market operated by the Warsaw Stock Exchange Date of publication: 23 September 2026 Basis of preparation: IAS 34 / IFRS EU
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 2 Selected consolidated financial information thousand PLN thousand EUR 6 months ended 6 months ended Selected financial information from the consolidated income statement and the statement of cash flows 30.06.2026 (unaudited, reviewed) 30.06.2025 (unaudited, not reviewed) 30.06.2026 (unaudited, reviewed) 30.06.2025 (unaudited, not reviewed) Sales revenue 391,391 242,481 91,912 57,307 Restaurant sales 381,466 232,433 89,581 54,932 Sub-franchise revenue 9,925 10,048 2,331 2,375 Gross profit/(loss) 6,402 -828 1,503 -196 Operating loss -28,803 -26,703 -6,764 -6,311 Loss before tax -53,312 -39,368 -12,519 -9,304 Net loss -55,663 -27,427 -13,072 -6,482 Basic/diluted loss per share attributable to shareholders of Rex Concepts S.A. (PLN / EUR) -0.76 -0.43 -0.18 -0.10 Net cash flows from operating activities 34,872 4,077 8,189 964 Net cash flows used in investing activities -100,519 -66,258 -23,605 -15,659 Net cash flows from financing activities 392,350 88,018 92,137 20,802 thousand PLN thousand EUR Selected financial information from the consolidated statement of financial position 30.06.2026 (unaudited, reviewed) 31.12.2025 (audited) 30.06.2026 (unaudited, reviewed) 31.12.2025 (audited) Non-current assets 1,097,807 937,202 255,524 221,734 Current assets 511,787 189,848 119,123 44,916 Total assets 1,609,594 1,127,050 374,646 266,650 Equity 846,096 474,336 196,936 112,224 Long-term liabilities 554,808 474,798 129,136 112,333 Short-term liabilities 208,690 177,917 48,574 42,094 thousand PLN thousand EUR 6 months ended 6 months ended 30.06.2026 (unaudited, reviewed) 30.06.2025 (unaudited, not reviewed) 30.06.2026 (unaudited, reviewed) 30.06.2025 (unaudited, not reviewed) EBITDA 28,119 5,226 6,603 1,235 Adjusted EBITDA 37,491 14,523 8,804 3,432 Capital expenditure -102,066 -66,300 -23,968 -15,669 Gross profit/(loss) is calculated as total revenue less restaurant expenses and sub-franchise expenses. EBITDA and Adjusted EBITDA are not defined in IFRS. The Group presents the above measures as additional information supporting the assessment of the Group's operating results and effectiveness.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 3 The table below shows the definitions of EBITDA, Adjusted EBITDA and Capital expenditures. Name Definition EBITDA The Group defines EBITDA as profit (or loss) from continuing operations before tax, adjusted for depreciation of right-of-use assets, depreciation of property, plant and equipment, amortisation of intangible assets, impairment losses on financial assets, impairment losses on non-financial assets (presented as part of restaurant expenses), net finance income and costs. Adjusted EBITDA The Group defines Adjusted EBITDA as EBITDA adjusted for restaurant costs generated prior to the opening of the restaurant (primarily the costs of employee benefits, rent, training and testing), costs related to obtaining external financing (including costs related to IPOs), and other one-off or non-standard items that do not reflect current operating activities. Capital expenditure The Group defines capital expenditure as expenditure on the acquisition of property, plant and equipment and intangible assets as presented in the consolidated statement of cash flows. In order to convert the items of the statement of financial position in the tables, the average exchange rate determined by the National Bank of Poland as at 30 June 2026 (EUR 1 = PLN 4.2963) and 31 December 2025 (EUR 1 = PLN 4.2267) was used. The items of the statement of comprehensive income and the statement of cash flows, as well as other selected financial data, were recalculated at the average exchange rate in the first half of the year for the period from 1 January 2026 to 30 June 2026 (EUR 1 = PLN 4.2583) and from 1 January 2025 to 30 June 2025 (EUR 1 = PLN 4.2313), respectively.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 4 Table of contents Selected consolidated financial information ................................................................................................................................. 2 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD OF 6 MONTHS ENDED 30 JUNE 2026 ............................................................................................................................................................................................ 7 Consolidated statement of profit or loss ....................................................................................................................................... 7 Consolidated statement of comprehensive income ...................................................................................................................... 8 Consolidated statement of financial position ................................................................................................................................ 9 Consolidated statement of changes in equity ............................................................................................................................ 10 Consolidated statement of cash flows ....................................................................................................................................... 11 Explanatory Information to the Condensed Interim Consolidated Financial Statements ............................................................. 12 1. General information ................................................................................................................................................... 12 2. Composition of the Management Board and the Supervisory Board of the Parent Company ..................................... 12 3. Basis of preparation .................................................................................................................................................. 13 4. Group subsidiaries .................................................................................................................................................... 15 5. Material events and transactions that have occurred since the end of the last annual reporting period ...................... 16 6. Material factors affecting the Condensed Interim Consolidated Financial Statements ................................................ 17 7. Material estimates and judgements used by the Group in the Condensed Interim Consolidated Financial Statements 18 8. Revenue from contracts with customers .................................................................................................................... 20 9. Reporting segments .................................................................................................................................................. 21 10. Operating expenses ............................................................................................................................................. 25 11. Other income and expenses................................................................................................................................. 27 11.1. Other operating income and expenses ............................................................................................................ 27 11.2. Finance income and costs .............................................................................................................................. 27 12. Income tax ........................................................................................................................................................... 28 13. Property, plant and equipment ............................................................................................................................. 30 14. Leasing ................................................................................................................................................................ 31 15. Intangible assets .................................................................................................................................................. 32 16. Other assets......................................................................................................................................................... 33 17. Impairment of non-financial assets ....................................................................................................................... 33 18. Trade and other receivables ................................................................................................................................. 35 19. Cash and cash equivalents .................................................................................................................................. 35 20. Equity ................................................................................................................................................................... 36 20.1. Share capital ................................................................................................................................................... 36 20.2. Settlement of the initial public offering and the costs of the issue of series C shares ....................................... 36 20.3. Supplementary capital .................................................................................................................................... 37 20.4. Foreign currency translation ............................................................................................................................ 37 20.5. Reserve capital under the IFRS 2 incentive programme.................................................................................. 38 21. Financial liabilities - bank loans ............................................................................................................................ 38 22. Employee benefits................................................................................................................................................ 40 23. Provisions ............................................................................................................................................................ 40 24. Trade payables and other liabilities ...................................................................................................................... 41 25. Impairment of financial assets .............................................................................................................................. 41 26. Financial risk management .................................................................................................................................. 42 26.1. Market risk – foreign exchange risk ................................................................................................................. 43
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 5 26.2. Credit risk ....................................................................................................................................................... 44 26.3. Liquidity risk .................................................................................................................................................... 44 26.4. Interest rate risk .............................................................................................................................................. 46 27. Fair value estimation ............................................................................................................................................ 47 28. Related party transactions .................................................................................................................................... 47 28.1. Parties Controlling or Exerting Significant Influence ........................................................................................ 47 28.2. Subsidiaries .................................................................................................................................................... 47 28.3. Remuneration of key management personnel ................................................................................................. 47 28.4. Transactions with other related entities ........................................................................................................... 48 29. Share-based incentive programme ....................................................................................................................... 48 30. Bank guarantees, pledges and collateral .............................................................................................................. 50 31. Capital Management ............................................................................................................................................ 50 32. Loss per share ..................................................................................................................................................... 50 33. Events after the end of the reporting period .......................................................................................................... 52 SEMI-ANNUAL MANAGEMENT BOARD REPORT ON THE ACTIVITIES OF THE REX CONCEPTS S.A. GROUP FOR THE PERIOD OF 6 MONTHS ENDED 30 JUNE 2026 ...................................................................................................................... 54 1. Introduction ............................................................................................................................................................... 54 2. Key information about the Group ............................................................................................................................... 54 3. Highlights in the first half of 2026 ............................................................................................................................... 56 4. Discussion of the Group's financial results and financial position ............................................................................... 57 4.1. Group Financial Results .................................................................................................................................. 57 4.2. Restaurant business results ............................................................................................................................ 61 4.3. Results by segment ........................................................................................................................................ 63 5. Basic risks and threats for the remaining months of 2026 .......................................................................................... 65 6. Changes in the Group's structure .............................................................................................................................. 68 7. Related Transaction Information ................................................................................................................................ 68 8. Information on the implementation of financial forecasts ............................................................................................ 68 9. Shareholding structure (shareholders holding at least 5% of the total number of votes) ............................................. 69 10. Information on the holding of shares by members of the Management Board and the Supervisory Board ............ 70 11. Description of Significant Legal Proceedings ........................................................................................................ 71 12. Information on sureties and guarantees granted .................................................................................................. 71 13. Other Relevant Information .................................................................................................................................. 71 14. Factors that may affect results in the next half of 2026 ......................................................................................... 71 SEMI-ANNUAL FINANCIAL INFORMATION FOR THE PERIOD OF 6 MONTHS ENDED 30 JUNE 2026 ................................ 73 Separate statement of profit or loss ........................................................................................................................................... 73 Separate statement of comprehensive income .......................................................................................................................... 74 Separate statement of financial position .................................................................................................................................... 75 Separate statement of changes in equity ................................................................................................................................... 76 Separate Statement of Cash Flows ........................................................................................................................................... 77 Explanatory information to the semi-annual financial information ............................................................................................... 78 1. Basis for the preparation of condensed interim separate financial statements ........................................................... 78 2. Accounting principles................................................................................................................................................. 78 3. Significant estimates and judgements ........................................................................................................................ 78 4. Long-term investments - investments in subsidiaries ................................................................................................. 79 5. Impairment of investments in subsidiaries ................................................................................................................. 80
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 6 6. Equity ........................................................................................................................................................................ 83 6.1. Share capital ................................................................................................................................................... 83 6.2. Settlement of the initial public offering and the costs of the issue of series C shares ....................................... 84 6.3. Supplementary capital .................................................................................................................................... 84 6.4. Reserve capital under the IFRS 2 incentive programme.................................................................................. 84 7. Financial liabilities - bank loans ................................................................................................................................. 85 8. Share-based incentive programme ............................................................................................................................ 85 9. Loss per share .......................................................................................................................................................... 86 10. Events after the reporting date ............................................................................................................................. 87 STATEMENTS AND SIGNATURES OF THE MANAGEMENT BOARD MEMBERS .................................................................. 89
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 7 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD OF 6 MONTHS ENDED 30 JUNE 2026 Consolidated statement of profit or loss 6 months ended 3 months ended Note 30.06.2026 (unaudited, reviewed) 30.06.2025 (unaudited, not reviewed) 30.06.2026 (unaudited, not reviewed) 30.06.2025 (unaudited, not reviewed) Restaurant sales 8 381,466 232,433 203,361 126,469 Sub-franchise revenue 8 9,925 10,048 6,137 5,776 Total revenue 391,391 242,481 209,498 132,245 Restaurant expenses 10 -375,539 -233,691 -198,599 -125,503 Sub-franchise expenses 10 -9,450 -9,618 -5,841 -4,966 Gross profit/(loss) 6,402 -828 5,058 1,777 General and administrative expenses 10 -35,037 -25,668 -20,495 -12,561 Other operating income and expenses 11 -168 -206 9 -197 Operating loss -28,803 -26,703 -15,428 -10,981 Finance income 11 2,040 137 3,428 61 Finance costs 11 -26,549 -12,802 -12,488 -7,749 Loss before tax -53,312 -39,368 -24,488 -18,669 Income tax 12 -2,351 11,941 765 12,073 Net loss for the period -55,663 -27,427 -23,723 -6,597 Attributable to: Shareholders of Rex Concepts S.A. 20 -55,663 -27,427 -23,723 -6,597 Basic/diluted loss per share attributable to shareholders of Rex Concepts S.A. (PLN) 32 -0.76 -0.43 -0.29 -0.10
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 8 Consolidated statement of comprehensive income 6 months ended 3 months ended Note 30.06.2026 (unaudited, reviewed) 30.06.2025 (unaudited, not reviewed) 30.06.2026 (unaudited, not reviewed) 30.06.2025 (unaudited, not reviewed) Loss for the period -55,663 -27,427 -23,723 -6,597 Items that may be reclassified subsequently to profit or loss: 0 0 0 0 Exchange differences on translation of foreign operations 20 5 -1,280 -2,141 1,369 Other comprehensive income for the period 5 -1,280 -2,141 1,369 Total comprehensive income for the period -55,658 -28,707 -25,864 -5,228 Attributable to: Shareholders of Rex Concepts S.A. -55,658 -28,707 -25,864 -5,228
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 9 Consolidated statement of financial position Note 30.06.2026 (unaudited, reviewed) 31.12.2025 (audited) ASSETS Property, plant and equipment 13 474,024 397,786 Right-of-use assets 14 555,168 470,093 Goodwill 15 22,654 22,759 Intangible assets 15 15,989 14,536 Other assets 16 17,655 15,730 Deferred tax assets 12 12,317 16,298 Total non-current assets 1,097,807 937,202 Inventories 9,738 10,394 Trade and other receivables 18 33,602 34,903 Other current assets 16 10,197 13,106 Cash and cash equivalents 19 458,251 131,445 Total current assets 511,787 189,848 Total assets 1,609,594 1,127,050 EQUITY Share capital 20 95,234 63,234 Supplementary capital 20 957,258 565,380 Capital from transaction settlement 20 30,459 30,459 Accumulated losses 20 -227,610 -171,947 Invested equity 20 0 0 Reserve capital under the IFRS 2 incentive programme 20 3,541 0 Foreign currency translation 20 -12,785 -12,790 Total equity (attributable to shareholders of Rex Concepts S.A.) 846,096 474,336 LIABILITIES Bank loans and borrowings 42,291 41,904 Lease liabilities 14 500,819 421,419 Provisions 23 10,409 7,957 Deferred tax liabilities 12 0 1,828 Other liabilities 24 1,289 1,691 Total non-current liabilities 554,808 474,798 Lease liabilities 14 83,964 71,025 Trade payables and other liabilities 24 124,487 106,530 Current income tax liabilities 12 240 361 Total current liabilities 208,690 177,917 Total liabilities 763,498 652,715 Total equity and liabilities 1,609,594 1,127,050
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 10 Consolidated statement of changes in equity Note Share capital Unregistered share capital Supplementary capital Capital from transaction settlement Accumulated losses Reserve capital under the IFRS 2 incentive programme Foreign currency translation Total equity attributable to the shareholders of Rex Concepts S.A. Equity as of 1 January 2025 100 39,176 352,580 30,459 -126,352 0 -11,438 284,524 Net profit/(loss) 0 0 0 0 -27,427 0 0 -27,427 Other comprehensive income 0 0 0 0 0 0 -1,280 -1,280 Total comprehensive income for the period 0 0 0 0 -27,427 0 -1,280 -28,707 Registration of the share capital increase (in-kind contribution) 39,176 -39,176 0 0 0 0 0 0 Capital increase – change in nominal value 6,677 0 59,841 0 0 0 0 66,518 Equity as of 30 June 2025 45,952 0 412,422 30,459 -153,779 0 -12,718 322,336 Equity as of 1 January 2026 63,234 0 565,380 30,459 -171,947 0 -12,790 474,336 Net profit/(loss) 0 0 0 0 -55,663 0 0 -55,663 Other comprehensive income 0 0 0 0 0 0 5 5 Total comprehensive income for the financial period 0 0 0 0 -55,663 0 5 -55,658 Capital increase – IPO related series C shares issue 32,000 0 416,000 0 0 0 0 448,000 Equity-settled share-based payment 0 0 0 0 0 3,541 0 3,541 Settlement of IPO costs recognised in equity 0 0 -24,122 0 0 0 0 -24,122 Equity as of 30 June 2026 95,234 0 957,258 30,459 -227,610 3,541 -12,785 846,096
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 11 Consolidated statement of cash flows 6 months ended 3 months ended Note 30.06.2026 (unaudited, reviewed) 30.06.2025 (unaudited, not reviewed) 30.06.2026 (unaudited, not reviewed) 30.06.2025 (unaudited, not reviewed) Cash flows from operating activities Profit/(Loss) before tax -53,312 -39,368 -24,488 -18,669 Adjustments: Depreciation and amortisation 10 56,675 31,688 29,388 17,522 Net foreign exchange (gains)/losses 20 1,652 -1,915 -1,348 897 Interest 11 18,456 10,952 9,635 5,820 (Gains)/losses on investing activities 10 37 6 36 Share-based payment expense 3,541 0 3,541 0 Other adjustments -63 0 -131 0 Cash flows from operating activities before changes in working capital 26,960 1,394 16,602 5,606 Changes in working capital: Change in trade and other receivables 18 1,301 6,283 -5,124 7,642 Change in inventories 656 9 -1,287 2,073 Change in other assets 16 -7,330 -8,828 -4,837 -6,756 Change in liabilities, except for financial liabilities 24 11,150 2,306 10,959 5,708 Change in provisions 23 2,453 3,191 781 2,686 Cash generated from operating activities 35,189 4,355 17,094 16,959 Income tax paid 12 -317 -278 -317 0 Net cash from operating activities 34,872 4,077 16,777 16,959 Cash flows from investing activities Acquisition of property, plant and equipment 13 -99,567 -65,247 -52,879 -32,118 Acquisition of intangible assets 15 -2,498 -1,053 -1,596 -683 Proceeds from the sale of property, plant and equipment 36 1 25 -6 Interest received on issue proceeds, net of bank levy, and interest on other deposits 1,510 41 1,497 26 Net cash used in investing activities -100,519 -66,258 -52,952 -32,781 Cash flows from financing activities Proceeds from the issue of series C shares less deducted issue costs 20 433,070 0 433,070 0 Proceeds from contributions to the share capital of Rex Concepts S.A. 0 66,518 0 0 Proceeds from external financing (bank loan) 21 0 42,571 0 42,571 Payment of interest on a bank loan -1,284 -31 -645 -31 Repayment of lease liabilities - principal portion 14 -36,940 -19,620 -19,721 -10,354 Interest paid on lease liabilities 14 -127 -190 -63 -122 Other financial expenses paid, including commitment fees on the undrawn credit line and loan arrangement fee -2,368 -1,230 -543 -1,230 Net cash from financing activities 392,350 88,018 412,098 30,834 Net change in cash and cash equivalents 326,703 25,838 375,923 15,012 Net increase/(decrease) in cash and cash equivalents, including: 326,806 25,031 375,093 15,461 - effect of foreign exchange differences on cash and cash equivalents 102 -807 -829 449 Cash and cash equivalents at the beginning of the period 131,445 64,513 83,158 74,083 Cash and cash equivalents at the end of the reporting period, including: 19 458,251 89,544 458,251 89,544 - restricted cash and cash equivalents 19 39 0 39 0
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 12 Explanatory Information to the Condensed Interim Consolidated Financial Statements 1. General information Rex Concepts S.A. (hereinafter referred to as the "Company", "Parent Company") is a joint-stock company with its registered office in Poland, which was established on the basis of a notarial deed drawn up on 15 November 2024 and registered on 19 December 2024. The registered office and main place of business of the Company are located at: Rex Concepts S.A. Gwiaździsta 66 53-413 Wroclaw The Group operates on the Polish, Czech and Romanian markets, managing restaurants under the Burger King and Popeyes brands. These Condensed Interim Consolidated Financial Statements for the 6 months commencing on 1 January 2026 and ending on 30 June 2026 (hereinafter referred to as the "Interim Financial Information") contain comparative data for the period of 6 months from 1 January 2025 to 30 June 2025 for the Statement of Profit or Loss, the Statement of Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows, and as at 31 December 2025 for the Statement of Financial Position and was prepared by the Management Board of the Parent Company on 23 September 2026. The data for the period from 1 January 2026 to 30 June 2026 were reviewed by a statutory auditor. Comparative data for the period from 1 January 2025 to 30 June 2025 and for the period from 1 April 2025 to 30 June 2025 were not reviewed or audited. 2. Composition of the Management Board and the Supervisory Board of the Parent Company As at 1 January 2026, the Management Board of Rex Concepts S.A. consisted of: Olgierd Danielewicz - President of the Management Board, Peter Kaineder - Member of the Management Board, Jerzy Tymofiejew - Member of the Management Board, Bartosz Szuas - Member of the Management Board. On 13 April 2026, Irmina Kochman and Małgorzata Kloka were appointed to the Management Board of Rex Concepts S.A. Therefore, as at 30 June 2026 and as at the date of approval of this report for publication, the Management Board of Rex Concepts S.A. consisted of: Olgierd Danielewicz - President of the Management Board, Peter Kaineder - Member of the Management Board, Małgorzata Kloka - Member of the Management Board, Irmina Kochman - Member of the Management Board, Bartosz Szuas - Member of the Management Board, Jerzy Tymofiejew - Member of the Management Board. In the period from 30 June 2026 to the date of approval of this report for publication, there were no changes in the composition of the Management Board of Rex Concepts S.A.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 13 As at 1 January 2026, the Supervisory Board of Rex Concepts S.A. consisted of: Henry McGovern - Chairman of the Supervisory Board, Adam Putyra - Member of the Supervisory Board, Troy Weeks - Member of the Supervisory Board, Steven Kent Winegar Clark - Member of the Supervisory Board. On 3 April 2026, Troy Weeks resigned from the position of Member of the Supervisory Board of Rex Concepts S.A., with the effectiveness of the resignation being conditional on the appointment of at least one new member of the Supervisory Board. On 7 April 2026, the Extraordinary General Meeting of Rex Concepts S.A. adopted resolutions on the conditional appointment of Iwona Gębusia and Milena Olszewska-Miszuris to the positions of Members of the Supervisory Board of Rex Concepts S.A. for the duration of the joint term of office, as members meeting the independence criteria. The conditions for the effectiveness of Troy Weeks' resignation and the appointment of new Members of the Supervisory Board were met on 6 May 2026. Therefore, as at 30 June 2026 and as at the date of approval of this report for publication, the Supervisory Board of Rex Concepts S.A. consisted of: Henry McGovern - Chairman of the Supervisory Board, Iwona Gębusia - Member of the Supervisory Board, Milena Olszewska-Miszuris - Member of the Supervisory Board, Adam Putyra - Member of the Supervisory Board, Steven Kent Winegar Clark - Member of the Supervisory Board. In the period from 30 June 2026 to the date of approval of this report for publication, there were no changes in the composition of the Supervisory Board of Rex Concepts S.A. In the first half of 2026, the Supervisory Board of Rex Concepts S.A. appointed the Audit Committee. As at 30 June 2026 and as at the date of approval of this report for publication, the Audit Committee consisted of: Milena Olszewska-Miszuris - Chairperson of the Audit Committee, Iwona Gębusia - Member of the Audit Committee, Adam Putyra - Member of the Audit Committee. 3. Basis of preparation (i) Compliance with IFRS This Interim Financial Information has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" approved by the European Union ("IAS 34") and includes the consolidated financial statements of the Group consisting of Rex Concepts S.A. (the Parent Company) and its subsidiaries. The condensed interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read together with the consolidated financial statements of the Rex Concepts S.A. Capital Group for the year ended 31 December 2025 approved for publication on 6 March 2026. (ii) Going Concern These condensed interim consolidated financial statements have been prepared on a going concern basis, assuming that the Group will continue as a going concern for the foreseeable future, i.e. for a period of at least 12 months from 30 June 2026. In the period of 6 months ended 30 June 2026, the Group generated a net loss of PLN 55,663 thousand and positive net cash flows from operating activities of PLN 34,872 thousand. The net loss resulted primarily from the implementation of the strategy of dynamic development of the scale of operations, costs related to the development of the restaurant chain, financing costs and costs of central functions, including costs related to the Company's operation as a public company. At the same time, the Group continued to increase revenues and improve cash flow from operating activities.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 14 In the first half of 2026, the Company completed an initial public offering of shares and issued 32,000,000 Series C ordinary bearer shares. Gross proceeds from the issue of the Series C shares amounted to PLN 448,000 thousand. On 12 June 2026, the competent registry court registered the increase in the Company’s share capital in connection with the issue of the Series C shares. As at 30 June 2026, the Group’s equity amounted to PLN 846,096 thousand, while cash and cash equivalents amounted to PLN 458,251 thousand and significantly exceeded the Group’s current liabilities. The proceeds from the issue of the Series C shares significantly strengthened the Group’s liquidity and capital position and were taken into account by the Management Board in its going concern assessment. This assessment was based on liquidity and cash flow forecasts covering a period of at least 12 months from the date of approval of this report for publication, taking into account available cash resources, expected cash flows from operating activities, planned capital expenditure, the schedule for servicing financial and lease liabilities, and available undrawn financing facilities. Based on the analysis performed, the Management Board did not identify any material risks related to the Group’s ability to continue as a going concern, nor any risk of breaching financial covenants or other financing terms during the period covered by the assessment. (iii) Presentation Currency The currency of the presentation of this report is the Polish zloty (PLN). (iv) Historical Cost Convention This Information has been prepared on a historical cost basis. (v) Accounting principles (policies) This Interim Financial Information has been prepared in accordance with the same accounting principles and valuation methods that were used in the preparation of the Group's last annual consolidated financial statements for the year ended 31 December 2025. During the reporting period, the Group began to apply the accounting principles for the share-based incentive programme described in Note 29. (vi) Material judgements and estimates In preparing this Interim Financial Information, the Management Board was guided by the same material judgements and estimates that were applicable in preparing the Group's annual consolidated financial statements for the year ended 31 December 2025. With the exception of judgements and estimates regarding the share-based incentive programme and the ongoing assessment of impairment of assets described in Note 7, there were no material changes in key judgements and estimates in the interim period ended 30 June 2026 compared to the consolidated financial statements for the year ended 31 December 2025. (vii) Impact of the new standards These Condensed Interim Consolidated Financial Statements have been prepared in accordance with the International Financial Reporting Standards approved by the European Union. The Group analysed changes to the standards applicable for the annual periods beginning on 1 January 2026, including, in particular, amendments to IFRS 9 and IFRS 7 concerning the classification and measurement of financial instruments and disclosures, changes resulting from annual improvements to IFRS, as well as changes to contracts relating to electricity dependent on natural factors. On the basis of the analysis, the Management Board assesses that the above changes did not have a material impact on the accounting principles, presentation or values recognised in these condensed interim consolidated financial statements. The Group has also commenced a preliminary analysis of the impact of IFRS 18 "Presentation and Disclosure in Financial Statements", which will apply to annual periods beginning on 1 January 2027. As at the date of approval of this report for publication, the analysis of the impact of IFRS 18 on the presentation and disclosure in the Group's financial statements is ongoing. The Group plans to present more information on the expected impact of IFRS 18 in the annual financial statements for the year ended 31 December 2026.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 15 4. Group subsidiaries These Condensed Interim Consolidated Financial Statements include the financial data of the subsidiaries as at 30 June 2026 and 31 December 2025, which are presented in the table below. Unit name Place of Business/Country Restaurant brand Shares held by the Group (%) 30.06.2026 31.12.2025 Rex Concepts BK Poland S.A. Poland Burger King 100 100 Rex Concepts PLK Poland Sp. z o.o. Poland Popeyes 100 100 Rex Concepts BK Czech s.r.o. Czech Republic Burger King 100 100 Rex Concepts PLK Czech s.r.o. Czech Republic Popeyes 100 100 Rex Concepts BK Romania s.r.l. Romania Burger King 100 100 Rex Concepts PLK Romania s.r.l. Romania Popeyes 100 100 (i) Recapitalisation of subsidiaries in connection with the implementation of the restaurant chain development strategy After the reporting date, Rex Concepts S.A., as the sole shareholder or partner, carried out actions aimed at recapitalising subsidiaries operating in Poland, the Czech Republic and Romania. Some of the resolutions were adopted as at the reporting date, while the cash settlement and other activities took place after the reporting date. The recapitalisation of the subsidiaries was carried out in connection with the implementation of the restaurant chain's development strategy and the use of part of the funds obtained from the initial public offering of shares in Rex Concepts S.A. These activities were also related to the implementation of the arrangements resulting from the annex of 14 April 2026 to the franchise and brand development agreements (MFDA), concluded in connection with the initial public offering of the Company's shares. The total value of funds transferred to the six subsidiaries amounted to PLN 128,608 thousand, i.e. PLN 21,434.5 thousand for each subsidiary. The funds were allocated for the increase of share capital or for supplementary capital, in accordance with the legal regulations in force in individual jurisdictions and the content of the resolutions adopted and the agreements concluded.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 16 Subsidiary Amount in PLN thousand Date of resolution Rex Concepts BK Poland S.A. 30 June 2026 share capital 2,144 Supplementary capital 19,290 Rex Concepts PLK Poland Sp. z o.o. 1 July 2026 share capital 2,144 Supplementary capital 19,290 Rex Concepts BK Czech s.r.o. 2 July 2026 share capital 0 Supplementary capital 21,435 Rex Concepts PLK Czech s.r.o. 2 July 2026 share capital 0 Supplementary capital 21,435 Rex Concepts BK Romania s.r.l. 7 July 2026 share capital 21,435 Supplementary capital 0 Rex Concepts PLK Romania s.r.l. 7 July 2026 share capital 21,435 Supplementary capital 0 Total 128,608 5. Material events and transactions that have occurred since the end of the last annual reporting period In the period of 6 months ended 30 June 2026, the Group continued to implement the strategy of developing the restaurant chain on the Polish, Czech and Romanian markets. The number of the Group's own restaurants increased from 159 restaurants as at 31 December 2025 to 181 restaurants as at 30 June 2026. The increase in the number of locations was the result of further openings of new restaurants in the geographical segments in which the Group operates, i.e. in Poland, the Czech Republic and Romania. The development of the chain was associated with significant capital expenditures, mainly on the adaptation of new locations, restaurant equipment and further development of the Group's operational infrastructure. The Group's capital expenditures in the period of 6 months ended 30 June 2026 amounted to PLN 102,066 thousand, compared to PLN 66,300 thousand in the comparative period. The increase in capital expenditures was consistent with the Group's strategy for developing the scale of the Group's operations and the implementation of plans to open new restaurants. An important event of the period was the initial public offering of shares of Rex Concepts S.A. and the debut of the Company's shares on the regulated market operated by the Warsaw Stock Exchange. As part of the initial public offering, the Company issued 32,000,000 series C ordinary bearer shares with a nominal value of PLN 1.00 each, at an issue price of PLN 14.00 per share. The total gross proceeds from the issue of series C shares amounted to PLN 448,000 thousand. On 12 June 2026, the competent registry court registered an increase in the Company's share capital, and on 29 June 2026, series C shares were registered with the National Depository for Securities. The funds raised from the issue of series C shares significantly strengthened the Group's capital and liquidity position. As at 30 June 2026, the Group's equity amounted to PLN 846,096 thousand, compared to PLN 474,336 thousand as at 31 December 2025, while cash and cash equivalents amounted to PLN 458,251 thousand, compared to PLN 131,445 thousand as at 31 December 2025. In the period of 6 months ended 30 June 2026, the Group recognised costs directly related to the issue of new series C shares as a reduction in equity in the amount of PLN 24,122 thousand.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 17 Other costs, in the amount of PLN 1,933 thousand, related to the IPO process, which did not meet the recognition criteria as costs directly attributable to the issue of new equity instruments, were recognised in the financial result of the period (PLN 1,107 thousand) and the previous period (PLN 826 thousand). In the reporting period, the Company commenced recognition of the long-term Equity-settled LTIP in accordance with IFRS 2 Share-based Payment. The cost of the programme recognised in the financial result of the period amounted to PLN 3,541 thousand and was non-cash in nature. In the consolidated statement of cash flows, it was presented as part of operating activities. In the first half of 2026, there were also changes in the composition of the Company's bodies and the Audit Committee of the Supervisory Board was appointed. These changes were related to the adjustment of the Company's corporate governance structure to the requirements applicable to companies listed on the regulated market. 6. Material factors affecting the Condensed Interim Consolidated Financial Statements The Group's financial results, assets and cash flows in the period of 6 months ended 30 June 2026 were primarily influenced by significant changes related to the continued development of the scale of operations, an increase in the number of own restaurants, the maturation of new restaurants, the structure of operating costs and capital transactions related to the initial public offering of the Company's shares. The Group's consolidated revenues in the period of 6 months ended 30 June 2026 amounted to PLN 391,391 thousand, compared to PLN 242,481 thousand in the comparative period. The increase in revenues was primarily the result of an increase in the number of restaurants and an increase in sales in the existing chain. Restaurant sales amounted to PLN 381,466 thousand, compared to PLN 232,433 thousand in the comparative period. In terms of geographical segments, the increase in the scale of operations was visible in all countries in which the Group operates, i.e. Poland, the Czech Republic and Romania. Poland remained the Group's largest segment in terms of scale of operations and an important element of operating results. The Czech Republic and Romania continued to develop the restaurant chain, with the profitability of individual segments varying depending on the degree of maturity of the restaurant, the structure of the brands, the pace of new establishments opening and local cost conditions. In the first half of 2026, the Group observed positive sales trends in the existing restaurant chain, in particular in Poland and the Czech Republic. In Romania, the segment's results were influenced by a higher share of restaurants in the early stages of maturation and the related operating costs incurred before reaching the target level of sales and profitability. At the operational level, the Group's results were significantly influenced by the structure of restaurant costs, in particular labour costs, costs of raw materials and materials, costs of external services, and costs of renting and maintaining the location. In the reporting period, the Group continued to operate in an environment of increased cost pressure, characteristic of the food service industry. This mainly concerned labour costs and the costs of selected food raw materials and packaging. The Group took measures to limit the impact of these factors by managing the product offer, pricing policy, restaurant efficiency and purchasing costs. The Group's results were also shaped by the age structure of the restaurant chain. New restaurants opened in 2025 and 2026 were in the phase of sales development and reaching the target operational efficiency. As a consequence, their contribution to the Group's results in the short term was lower than in the case of more mature restaurants, with the simultaneous impact of restaurant costs generated before the opening of the restaurant on the result of the period. In the second quarter of 2026 (period of 3 months ended 30 June 2026), the Group recorded an improvement in EBITDA compared to the corresponding period of the previous year, despite persistent cost pressure. The level of operating result was affected by higher depreciation and amortisation costs related to the development of the restaurant chain, as well as general management costs, including the costs of central functions related to servicing the growing scale of the Group's operations and the preparation and functioning of the Company as a public company.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 18 In the reporting period, the Group also recognised costs related to the Equity-settled LTIP in accordance with IFRS 2. This expense was non-cash and was recognised in profit or loss and equity in accordance with the accounting principles described in this report. The level of financial expenses was mainly influenced by interest expenses related to restaurant leasing and external financing. At the consolidated level, the results and selected balance sheet items were also shaped by exchange rate differences resulting from the conversion of the results of entities operating in the Czech Republic and Romania into the currency of the Group's presentation. The Group's cash flows in the period of 6 months ended 30 June 2026 were shaped, on the one hand, by positive cash flows from operating activities, which amounted to PLN 34,872 thousand, and on the other hand, by high capital expenditures related to the development of the restaurant chain. Proceeds from the issue of series C shares, after deducting the costs of issue, had a significant positive impact on cash flow from financing activities. Apart from the factors described above, in the period of 6 months ended 30 June 2026, there were no other events or circumstances which, in the opinion of the Management Board, would have a material impact on these condensed interim consolidated financial statements of the Group. 7. Material estimates and judgements used by the Group in the Condensed Interim Consolidated Financial Statements The preparation of condensed interim consolidated financial statements in accordance with IAS 34 requires the Group Management Board to make judgements, estimates and make assumptions that affect the application of accounting principles and the presented values of assets, liabilities, revenues and expenses. Actual results may differ from estimates. In preparing this report, the Management Board used the same material judgements and estimation methods as in the Group's consolidated financial statements for the year ended 31 December 2025, with the exception of changes resulting from current operating activities described below. (i) Impairment of non-financial assets, including restaurant assets and goodwill At each reporting date, the Group assesses whether there are indications that a non-financial asset or cash- generating unit may be impaired. If such indications occur, the Group estimates the recoverable amount of a given asset or cash-generating unit. For the purposes of assessing impairment of restaurant assets, each restaurant is, in principle, a separate cash- generating unit, as it generates cash inflows that are largely independent of the inflows generated by other restaurants. The carrying amount of a CGU includes, in particular, property, plant and equipment, intangible assets and right-of-use assets attributable to the respective restaurant. Goodwill was assigned to two cash-generating units corresponding to the activities of Rex Concepts BK Poland S.A. and Rex Concepts PLK Romania s.r.l. These are the lowest levels at which goodwill is monitored for management purposes. Goodwill is subject to a mandatory annual impairment test as at 31 December and additionally at any other date if there are indications that it may be impaired. For mid-year reporting dates, the Group assesses whether such indications exist. As at 30 June 2026, the Group assessed the indicators of impairment for the restaurant portfolio. The assessment analysed, in particular, the restaurant's operating results for the last 12 months, the performance of the results in relation to the approved plans, the process of achieving the target profitability of new restaurants, plans to close or sell locations, and changes in operating and market conditions. On the basis of the review, indications of impairment were identified in relation to 26 restaurants. For these cash- generating units, impairment tests were carried out by estimating their value in use. As a result of the tests, the recoverable amount of the cash-generating units tested was not lower than their carrying amount. As a result, the Group did not recognise impairment losses on restaurant assets as at 30 June 2026. Detailed information on the tests carried out for restaurant assets is presented in Note 17.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 19 As part of the mid-year impairment assessment, the Group also analysed the cash-generating units to which goodwill was assigned. The assessment included, in particular, the net loss incurred by the Group in the period of 6 months ended 30 June 2026, actual results compared to the forecasts adopted in the tests conducted as at 31 December 2025, current financial forecasts, changes in market conditions, changes in discount rates, availability of financing and liquidity of the Group after the initial public offering of shares, and the ratio of the Parent Company's market capitalisation to the carrying amount of the Group's net assets. The Management Board assessed that the net loss for the period of 6 months ended 30 June 2026 resulted to a significant extent from factors related to the implementation of the strategy for the development of the scale of operations, including network development costs, financing costs, depreciation and amortisation, costs of central functions and costs of the incentive programme settled in equity instruments. On the basis of the assessment carried out, including the analysis of the results of models and forecasts for cash-generating units to which goodwill was assigned, the Group did not identify the need to recognise an impairment loss as at 30 June 2026. (ii) Assessment of expected credit losses (ECL) The Group estimates expected credit losses (ECLs) in relation to financial assets measured at amortised cost, in accordance with the impairment model set out in IFRS 9. This estimate is made regardless of whether there are objective indications of impairment. The Group's most significant financial assets covered by the ECL model include trade and other receivables. The Group uses a simplified approach to estimating ECL for trade receivables, which consists in recognising expected credit losses over the life of receivables, based on an analysis of historical losses, the ageing structure of receivables and an assessment of current and projected economic conditions. As at 30 June 2026, the Group did not observe a significant deterioration in the quality of the receivables portfolio, an increase in the number of customer insolvencies or other events that may indicate increased credit risk. The ageing structure of trade receivables and the level of overdue remained stable compared to the end of 2025. As a consequence, the Management Board assesses that the level of expected credit losses remains at an insignificant level and has not changed significantly compared to 31 December 2025. (iii) Share-based incentive programme The application of IFRS 2 to the Long-Term Incentive Programme (LTIP) required the Management Board to apply material judgements and estimates, in particular with regard to determining the grant date, the service commencement date, the vesting period, the estimate of the fair value of the instruments before the grant date and the manner in which the programme is recognised in the Group. One of the most important judgements of the Management Board was to determine the grant date within the meaning of IFRS 2. The LTIP programme was established by resolutions of the Extraordinary General Meeting and subsequently specified in the LTIP Bylaws and resolutions of the Supervisory Board specifying the programme participants and the planned allocation of warrants. These documents constitute the next stages of the corporate process and, in the opinion of the Management Board, do not in themselves result in the individual allocation of capital instruments to individual participants. The Management Board assessed the moment when a common agreement is reached between the Company and the participants of the programme regarding the terms and conditions of individual allocation of equity instruments (meeting of minds). In making this judgment, the Management Board took into account, in particular, that: signing the Allocation Agreement is a condition for participation in the LTIP resulting from the programme documentation; only at the moment of signing the Allocation Agreement does the participant accept the terms and conditions of individual allocation of instruments; prior to the conclusion of the Allocation Agreement, the Participant is not bound by the individual terms and conditions for the allocation of instruments resulting from this Agreement.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 20 As a consequence, the Management Board considered that the grant date falls at the moment of signing individual Allocation Agreements by the Company and the programme participants. As at 30 June 2026, the Allocation Agreements had not yet been concluded. They were signed on 10 August 2026, which the Management Board recognised as a grant date within the meaning of IFRS 2. A separate assessment was required to determine the moment when the participants began to provide services in exchange for equity instruments covered by the programme. The Management Board considered that the period of provision of services related to the programme began on 4 May 2026, i.e. before the set grant date. As a consequence, the lack of a grant date as at 30 June 2026 does not mean that the services received from the programme participants up to the reporting date are not recognised. The Company began recognising the services received from programme participants as at 4 May 2026. As the grant date has not yet been reached as at the reporting date, the fair value of the instruments used to determine the recognised amount for the period up to 30 June 2026 has been estimated at the reporting date. Apart from the areas described above, there were no material changes in the reporting period in terms of other key judgements and estimates used by the Group's Management Board compared to the consolidated financial statements for the year ended 31 December 2025. 8. Revenue from contracts with customers In the periods presented in this Interim Financial Information, the Group generated sales revenues with two revenue streams distinguished: Restaurant sales carried out as part of a chain of own restaurants under the Burger King and Popeyes brands on the Polish, Czech and Romanian markets, Sub-franchise revenues, i.e. revenues from granting sub-licenses to operate restaurants under the Burger King and Popeyes brands by other restaurateurs outside the Group. Due to the specificity of the activity, which consists primarily in the management of own restaurants and retail sales of food service services to individuals, the Group does not have customers whose share in the Group's sales revenues would be significant (i.e. it would amount to 10% or more of the Group's revenues). The Group recognises restaurant sales revenue at a point in time, and revenues from sub-franchises are recognised over time as performance progresses. The geographical distribution of revenues and the division into the main types of customers are presented in the tables below: 6 months ended 30.06.2026 Poland Czech Republic Romania Total Revenue from external customers, including: 163,412 98,684 129,295 391,391 Restaurant sales (retail customers) - at a point in time 158,963 94,639 127,864 381,466 Sub-franchise revenue (corporate clients) - over time 4,449 4,045 1,431 9,925 6 months ended 30.06.2025 Poland Czech Republic Romania Total Revenue from external customers, including: 98,786 50,422 93,273 242,481 Restaurant sales (retail customers) - at a point in time 94,388 46,396 91,649 232,433 Sub-franchise revenue (corporate clients) - over time 4,397 4,026 1,625 10,048
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 21 9. Reporting segments The Group's Chief Operating Decision Maker (CODM) is the Management Board of the Parent Company, which makes key decisions regarding resource allocation and performance evaluation. The Group's operating segment is the country in which the operations are conducted. The identification of operating segments within the Rex Concepts S.A. Group reflects the Group's organisational structure, the manner in which the Group is managed on a geographical basis, and the internal reporting regularly reviewed by the CODM. Each country in which the Group operates, namely Poland, the Czech Republic and Romania, constitutes a separate operating segment engaged in restaurant operations as well as franchise and marketing activities, and independently generates its own revenues, incurs its own costs and is assessed on the basis of specific performance indicators. Separate financial information is available for each country (Poland, the Czech Republic and Romania). Operating segments are presented in a manner consistent with internal reporting provided to the CODM. The Rex Concepts S.A. Capital Group identifies the following operating segments, which are also reporting segments: Operating segment (reporting) Units Poland Rex Concepts BK Poland S.A. Rex Concepts PLK Poland Sp. z o.o. Czech Republic Rex Concepts BK Czech s.r.o. Rex Concepts PLK Czech s.r.o. Romania Rex Concepts BK Romania s.r.l. Rex Concepts PLK Romania s.r.l. Other activities mainly include the costs of holding and corporate functions performed by Rex Concepts S.A., including the costs of management, finance, reporting, investor relations, legal and administrative services, as well as costs related to the functioning of the Company as a Parent Company and a public company. These costs are not allocated to geographical segments, as they are not directly attributed to the operating activities of individual countries. The Chief Operating Decision Maker evaluates the performance of operating segments mainly on the basis of a measure, which is the segment's revenues and EBITDA. EBITDA, as defined by the Management Board, is calculated as profit/(loss) from continuing operations before tax, adjusted for finance costs and finance income, impairment losses on non-financial and financial assets and depreciation. EBITDA is the so-called Alternative Performance Measure (APM) within the meaning of the ESMA guidelines. This measure was presented because the Management Board considered it to be a significant additional indicator of the assessment of the Group's operating performance, and similar measures are commonly used in the industry. However, it should be emphasised that EBITDA is not a measure of financial performance, financial position or liquidity within the meaning of IFRS. In addition, not all entities calculate EBITDA in the same way, which means that the values presented by the Group may not be comparable with analogous ratios used by other entities. Therefore, these measures should not be treated as a substitute for net profit, cash flows or other measures calculated in accordance with IFRS. The EBITDA reconciliation is as follows: 6 months ended 30.06.2026 6 months ended 30.06.2025 3 months ended 30.06.2026 3 months ended 30.06.2025 Profit/(loss) from continuing activities before tax -53,312 -39,368 -24,488 -18,669 Impairment losses on financial assets 33 75 122 65
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 22 Impairment losses on non-financial assets (presented as part of Restaurant expenses) 214 165 149 165 Depreciation of right-of-use assets 25,945 13,809 13,113 7,325 Depreciation of property, plant and equipment 29,684 17,071 15,733 9,758 Amortisation of intangible assets 1,046 808 542 439 Finance income -2,040 - 137 -3,428 - 61 Finance costs 26,549 12,802 12,488 7,749 Total EBITDA 28,119 5,226 14,232 6,771 The disclosed assets and liabilities of the segment are the operating assets and liabilities used by the segment in its operating activities. The information relating to assets and liabilities as well as revenues and costs for individual segments is prepared on the basis of internal management information and reflects actual financial data (assets and liabilities) of the entities classified within the segment. The financial results of the reporting segments are as follows: 6 months ended 30.06.2026 Poland Czech Republic Romania Other activities Total Revenue from external customers, including: 163,412 98,684 129,295 0 391,391 Restaurant sales 158,963 94,639 127,864 0 381,466 Sub-franchise revenue 4,449 4,045 1,431 0 9,925 Restaurant expenses -150,360 -96,200 -128,979 0 -375,539 Sub-franchise expenses -4,358 -3,719 -1,373 0 -9,450 General and administrative expenses -16,102 -7,303 -7,911 -3,721 -35,037 Other income and expenses -197 133 -105 0 -168 Total depreciation & amortisation recognised in profit or loss statement -22,582 -17,727 -16,365 -2 -56,675 Impairment losses on financial assets recognised in profit or loss statement -35 1 2 0 -33 Impairment losses on non-financial assets recognised in profit or loss statement -149 -65 0 0 -214 Segment EBITDA 15,161 9,386 7,291 -3,719 28,119
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 23 6 months ended 30.06.2025 Poland Czech Republic Romania Other activities Total Revenue from external customers, including: 98,786 50,422 93,273 0 242,481 Restaurant sales 94,389 46,396 91,649 0 232,433 Sub-franchise revenue 4,397 4,026 1,625 0 10,048 Restaurant expenses -91,443 -51,554 -90,694 0 -233,691 Sub-franchise expenses -4,394 -3,671 -1,553 0 -9,618 General and administrative expenses -12,863 -5,244 -5,350 -2,212 -25,668 Other income and expenses 65 -426 155 0 -206 Total depreciation & amortisation recognised in profit or loss statement -12,728 -8,975 -9,985 0 -31,688 Impairment losses on financial assets recognised in profit or loss statement -12 -40 -23 0 -75 Impairment losses on non-financial assets recognised in profit or loss statement -165 0 0 0 -165 Segment EBITDA 3,056 -1,458 5,840 -2,212 5,226 3 months ended 30.06.2026 Poland Czech Republic Romania Other activities Total Revenue from external customers, including: 87,709 52,521 69,269 0 209,498 Restaurant sales 85,127 49,087 69,148 0 203,361 Sub-franchise revenue 2,582 3,434 121 0 6,137 Restaurant expenses -80,001 -49,491 -69,106 0 -198,599 Sub-franchise expenses -2,174 -3,425 -242 0 -5,841 General and administrative expenses -8,756 -4,308 -4,776 -2,655 -20,495 Other income and expenses -100 214 -105 0 9 Total depreciation & amortisation recognised in profit or loss statement -11,802 -9,165 -8,420 -1 -29,388 Impairment losses on financial assets recognised in profit or loss statement -37 -49 -36 0 -122 Impairment losses on non-financial assets recognised in profit or loss statement -149 0 0 0 -149 Segment EBITDA 8,666 4,724 3,495 -2,653 14,232 3 months ended 30.06.2025 Poland Czech Republic Romania Other activities Total Revenue from external customers, including: 53,185 28,812 50,247 0 132,245 Restaurant sales 50,975 26,363 49,131 0 126,469 Sub-franchise revenue 2,210 2,449 1,116 0 5,776 Restaurant expenses -48,415 -28,910 -48,177 0 -125,503 Sub-franchise expenses -1,140 -2,487 -1,339 0 -4,966 General and administrative expenses -6,538 -2,547 -2,352 -1,124 -12,561 Other income and expenses -43 -243 88 0 -197 Total depreciation & amortisation recognised in profit or loss statement -6,745 -5,361 -5,417 0 -17,522 Impairment losses on financial assets recognised in profit or loss statement -2 -40 -23 0 -65 Impairment losses on non-financial assets recognised in profit or loss statement -165 0 0 0 -165 Segment EBITDA 3,962 25 3,908 -1,124 6,771
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 24 The Group operates on three markets: Polish, Czech and Romanian. Revenues from continuing operations broken down into segments also reflect the geographical area in which the Group generates revenues (geographical areas by customer location). There are no revenues between segments, and all revenues generated by reporting segments are revenues from external customers. Segment assets and liabilities are measured on the basis consistent with the accounting policies applied in the preparation of the consolidated historical financial information. Assets and liabilities are allocated on the basis of the activities of a given segment and as at 30 June 2026 and 31 December 2025 they are as follows: 30.06.2026 31.12.2025 Segment assets Poland 519,905 500,671 Czech Republic 371,114 331,378 Romania 330,833 287,723 Other activities 453,251 33,610 Elimination of cross-segment transactions -65,509 -26,332 Total assets of the Group 1,609,594 1,127,050 Segment non-current assets (excluding deferred tax) Poland 445,315 379,787 Czech Republic 336,893 291,318 Romania 303,190 249,706 Other activities 92 94 Total non-current assets of the Group 1,085,490 920,905 Capital expenditure on non-current assets in accordance with IFRS 8 paragraph 24(b)* Poland 56,471 89,185 Czech Republic 22,702 64,164 Romania 29,169 58,989 Other activities 0 20 Total capital expenditure 108,342 212,358 Segment commitments Poland 300,621 266,395 Czech Republic 267,876 213,615 Romania 212,704 152,253 Other activities 47,828 46,794 Elimination of cross-segment transactions -65,532 -26,342 Total liabilities of the Group 763,498 652,715 * Capital expenditures include expenses incurred in the reporting period, mainly related to the opening of new restaurants (22 locations opened in the period from 1 January 2026 to 30 June 2026). (i) Seasonality of the Group's operations The Group's operations are subject to seasonal fluctuations in revenues and profitability, and in the opinion of the Management Board, the Group's operations are not highly seasonal. Historically, restaurant sales are typically higher in the summer months, in particular in July-August, and in the run-up to Christmas at the end of the year. This is primarily due to increased consumer traffic, higher frequency of visits to shopping centres and high-traffic locations, and seasonally higher consumption. The first quarter of the year, on the other hand, is usually weaker due to lower consumer activity after the holiday period. The results of the mid-year period are also influenced by the schedule of new restaurant openings and the age structure of the chain. In the period of 6 months ended 30 June 2026, the Group continued to develop the restaurant chain, increasing the number of its own restaurants from 159 as at 31 December 2025 to 181 as at 30 June 2026. Newly opened restaurants generate start-up costs and usually reach the target level of sales and profitability gradually, in the following months of operation. As a consequence, the financial results for the period of 6 months and for the 3 months ended 30 June 2026 may not reflect the results achievable in the entire financial year.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 25 10. Operating expenses 6 months ended 30.06.2026 Restaurant expenses Sub- franchise expenses General and administrative expenses Total Costs of food products and materials -129,181 0 -5 -129,186 Employee Offsetting and benefits -100,583 -3,133 -24,136 -127,852 External services - marketing and advertising -15,925 -5,106 0 -21,031 External services - food delivery aggregators costs -13,342 0 0 -13,342 External services - other external services -10,840 -596 -6,518 -17,954 Rent (variable lease payments and short-term and low- value leases) -2,124 -13 -680 -2,817 Utilities (energy, water, heating) -19,478 -132 -328 -19,938 License (franchise) fees -16,969 -426 0 -17,395 Depreciation of right-of-use assets -25,659 0 -286 -25,945 Depreciation of property, plant and equipment -29,091 -12 -581 -29,684 Amortisation of intangible assets -756 0 -290 -1,046 Impairment losses on financial assets* 0 -33 0 -33 Impairment losses on non-financial assets** -214 0 0 -214 Other costs -11,377 0 -2,212 -13,589 Total -375,539 -9,450 -35,037 -420,026 6 months ended 30.06.2025 Restaurant expenses Sub- franchise expenses General and administrative expenses Total Costs of food products and materials -80,438 0 -4 -80,442 Employee Offsetting and benefits -65,750 -2,832 -16,101 -84,683 External services - marketing and advertising -9,389 -5,584 0 -14,973 External services - food delivery aggregators costs -7,368 0 0 -7,368 External services - other external services -8,264 -669 -6,313 -15,246 Rent (variable lease payments and short-term and low- value leases) -3,022 -12 -605 -3,639 Utilities (energy, water, heating) -12,209 -65 -143 -12,417 License (franchise) fees -9,604 -372 0 -9,976 Depreciation of right-of-use assets -13,623 0 -186 -13,809 Depreciation of property, plant and equipment -16,607 -9 -455 -17,071 Amortisation of intangible assets -519 0 -289 -808 Impairment losses on financial assets* 0 -75 0 -75 Impairment losses on non-financial assets** -165 0 0 -165 Other costs -6,733 0 -1,572 -8,305 Total -233,691 -9,618 -25,668 -268,977
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 26 3 months ended 30.06.2026 Restaurant expenses Sub- franchise expenses General and administrative expenses Total Costs of food products and materials -68,935 0 2 -68,933 Employee Offsetting and benefits -53,237 -1,652 -14,261 -69,150 External services - marketing and advertising -8,524 -3,510 0 -12,034 External services - food delivery aggregators costs -6,972 0 0 -6,972 External services - other external services -5,584 -304 -3,808 -9,696 Rent (variable lease payments and short-term and low- value leases) -1,565 -7 -186 -1,758 Utilities (energy, water, heating) -10,000 -12 -130 -10,142 License (franchise) fees -9,263 -225 0 -9,488 Depreciation of right-of-use assets -12,966 0 -147 -13,113 Depreciation of property, plant and equipment -15,328 -9 -396 -15,733 Amortisation of intangible assets -393 0 -149 -542 Impairment losses on financial assets* 0 -122 0 -122 Impairment losses on non-financial assets** -149 0 0 -149 Other costs -5,683 0 -1,420 -7,103 Total -198,599 -5,841 -20,495 -224,935 3 months ended 30.06.2025 Restaurant expenses Sub- franchise expenses General and administrative expenses Total Costs of food products and materials -43,929 0 -2 -43,931 Employee Offsetting and benefits -33,716 -1,825 -7,869 -43,410 External services - marketing and advertising -5,598 -2,500 0 -8,097 External services - food delivery aggregators costs -3,823 0 0 -3,823 External services - other external services -4,117 -285 -3,285 -7,687 Rent (variable lease payments and short-term and low- value leases) -1,937 -12 -159 -2,108 Utilities (energy, water, heating) -6,195 -65 -56 -6,317 License (franchise) fees -5,389 -195 0 -5,583 Depreciation of right-of-use assets -7,229 0 -96 -7,325 Depreciation of property, plant and equipment -9,553 -9 -197 -9,758 Amortisation of intangible assets -281 0 -158 -439 Impairment losses on financial assets* 0 -75 10 -65 Impairment losses on non-financial assets** -165 0 0 -165 Other costs -3,571 0 -749 -4,320 Total -125,503 -4,966 -12,561 -143,029 * Impairment losses on financial assets refer to impairment losses on trade and other receivables under the ECL (Expected Credit Loss) model. ** Impairment losses on non-financial assets include impairment losses and reversals on property, plant and equipment, intangible assets and right-of-use assets assigned to cash-generating units, as well as impairment losses on abandoned investment projects. Detailed information is provided in Note 17.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 27 11. Other income and expenses 11.1. Other operating income and expenses 6 months ended 30.06.2026 6 months ended 30.06.2025 3 months ended 30.06.2026 3 months ended 30.06.2025 Gains/losses on disposal of non-financial non-current assets -10 -36 0 -36 Other income and expense items -158 -170 9 -161 Other revenues and costs combined: -168 -206 9 -197 11.2. Finance income and costs 6 months ended 30.06.2026 6 months ended 30.06.2025 3 months ended 30.06.2026 3 months ended 30.06.2025 Interest income on financial assets, including: 1,560 137 1,520 61 - bank deposits 1,560 137 1,520 61 Revenue from foreign exchange differences (net) 0 0 1,258 0 Reversal of discount on deposits paid and discount on deposits received 0 0 0 0 Other 480 0 650 0 Total finance income: 2,040 137 3,428 61 Interest income is presented as finance income when it is earned from financial assets held for cash management. 6 months ended 30.06.2026 6 months ended 30.06.2025 3 months ended 30.06.2026 3 months ended 30.06.2025 Costs for foreign exchange differences (net) -4,386 -1,432 0 -1,565 Interest expense and finance expenses on financial liabilities, including: -18,936 -10,965 -9,757 -5,865 - on lease liabilities -17,603 -10,929 -9,502 -5,831 - on bank loans -1,284 -31 -255 -31 Unwinding of the discount on provisions -401 -260 -192 -136 Discount of paid rent deposits and reversal of discount of retained deposits 0 0 0 -86 Costs related to unused Top-up Facilities credit limit -2,539 0 -2,539 0 Other -288 -145 0 -97 Total finance costs: -26,549 -12,802 -12,488 -7,749 Costs due to exchange rate differences (net) refer to exchange rate effects resulting from the conversion of lease liabilities. Interest expense and finance costs on financial liabilities include interest on lease liabilities, interest on bank loans. In the finance costs of the period of 6 months ended 30 June 2026, the Group recognised PLN 2,539 thousand of costs related to Top-up Facilities, which were charged to profit or loss in connection with the expiry of the availability of these limits after the successful IPO of the Company's shares.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 28 12. Income tax Income tax for the period of 6 months ended 30 June 2026 includes current tax and deferred tax change and has been determined in accordance with the applicable tax laws in the jurisdictions in which the Group companies operate. In the reporting period, some of the Group's companies achieved a taxable profit, which was offset, as far as possible, by tax losses from previous years, in accordance with local tax regulations. Other Group companies incurred tax losses. As at 30 June 2026, the Group updated its deferred tax assets and liabilities, taking into account changes in temporary differences arising during the reporting period, changes in the level of tax losses and an assessment of the possibility of realising deferred tax assets. In the reporting period, the Group did not change the rules applied when assessing the possibility of recognising and realising deferred tax assets compared to 31 December 2025. Deferred tax assets are recognised to the extent that the Management Board considers it likely that taxable profits will be available that would allow them to be used. The assessment is made separately for individual tax entities, taking into account, in particular, current financial forecasts, the expected schedule for reversing temporary differences, and the rules and deadlines for the use of tax losses in force in a given jurisdiction. Income tax included in the Statement of Profit or Loss is as follows: 6 months ended 30.06.2026 6 months ended 30.06.2025 3 months ended 30.06.2026 3 months ended 30.06.2025 Current income tax expense (including minimum tax) -198 -286 -113 -154 Deferred tax expense/(income) -2,153 12,227 878 12,227 Income tax -2,351 11,941 765 12,073 As at 30 June 2026, the Group disclosed a current income tax liability of PLN 198 thousand, mainly related to the minimum tax regulations in force in Poland. Deferred tax assets before offsetting arose from the following items: 30.06.2026 31.12.2025 Lease liabilities 106,331 87,608 Provision for restoration costs 1,797 1,486 Difference between carrying and tax value of property, plant and equipment and intangible assets 2,196 1,118 Impairment loss on financial assets 15 13 Negative exchange rate differences 0 9 Deferred revenue 166 149 Employee benefits payables, accruals and non-invoiced deliveries 1,581 1,737 Tax losses carried forward / Tax losses available for carry-forward 5,630 6,273 Deferred tax asset (before offset) 117,749 98,394 including the portion expected to be realised after more than 12 months 108,128 89,094 Offsetting 105,432 82,096 Deferred tax asset in the statement of financial position (after offsetting) 12,317 16,298
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 29 The increase in deferred tax assets before offsetting in the first half of 2026 resulted primarily from an increase in lease liabilities recognised in accordance with IFRS 16 in connection with the further development of the restaurant chain. As at 30 June 2026, tax losses that could be settled in the future were also a material item of deferred tax assets. The value of recognised assets on this account amounted to PLN 5,630 thousand, compared to PLN 6,273 thousand as at 31 December 2025. Deferred tax assets on tax losses are recognised only to the extent that the Management Board considers it likely that the entity will generate sufficient taxable income during the period in which it will be possible to use those losses. In the case of entities for which there are insufficient indications to support the use of tax losses, deferred tax assets are not recognised above the level justified by the expected reversal of existing positive temporary differences. Deferred tax liabilities before offsetting arose from the following items: 30.06.2026 31.12.2025 Right-of-use assets 104,844 83,723 Not realised positive exchange rate differences 588 200 Deferred tax liability (before offsetting) 105,432 83,924 including the portion expected to be realised after more than 12 months 96,599 75,091 Offsetting 105,432 82,096 Deferred tax liability in the statement of financial position (after offsetting) 0 1,828 The increase in the deferred tax liability before offsetting resulted primarily from an increase in the value of right-of- use assets recognised in accordance with IFRS 16 as a result of the development of the restaurant chain and the conclusion of new lease agreements. Deferred tax assets and liabilities are offset to the extent that the Group has a legally enforceable right to offset current tax receivables and liabilities and where the deferred tax assets and liabilities relate to income tax imposed by the same tax authority on the same tax entity. After offsetting deferred tax assets and liabilities, in accordance with the criteria set out in IAS 12, the Group reported net deferred tax assets of PLN 12,317 thousand as at 30 June 2026, compared to PLN 14,470 thousand as at 31 December 2025. The change in the net balance of PLN 2,153 thousand was recognised as deferred tax expense in the financial result of the period.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 30 13. Property, plant and equipment In the six months ended 30 June 2026, the Group continued to develop its restaurant chain and opened 22 new outlets. Capital expenditures incurred in connection with the development of the chain resulted in an increase in property, plant and equipment by PLN 76,238 thousand, recognised as increases in property, plant and equipment under construction. A summary of changes in property, plant and equipment under construction is presented in the tables below. 6 months ended 30.06.2026 Buildings and leasehold improvem ents Restaurant equipment Other property, plant and equipment Assets under construc tion Total Property, plant and equipment as of 1 January (net carrying amount) 235,454 89,782 54,999 17,551 397,786 Increases 0 337 0 105,528 105,865 Depreciation -13,340 -7,289 -8,709 0 -29,338 Impairment loss 0 0 0 0 0 Reductions and liquidations -725 -28 -76 -26 -855 Transfers 45,303 19,288 12,972 -77,564 0 Exchange rate differences 482 420 6 -341 566 Property, plant and equipment as of 30 June (net carrying amount) 267,174 102,510 59,192 45,148 474,024 Gross value 337,891 139,412 97,265 45,148 619,716 Accumulated depreciation and impairment losses -70,717 -36,902 -38,073 0 -145,692 Net carrying amount as of 30 June 267,174 102,510 59,192 45,148 474,024 12 months ended 2025 Buildings and leasehold improvements Restaurant equipment Other property, plant and equipment Assets under construction Total Property, plant and equipment as of 1 January (net carrying amount) 128,550 54,834 33,888 16,333 233,604 Increases 27,604 11,519 8,855 158,752 206,730 Depreciation -17,243 -9,954 -12,038 0 -39,235 Impairment loss 0 0 0 0 0 Reductions and liquidations -19 -282 -181 -162 -644 Transfers 97,743 34,028 24,542 -156,274 39 Exchange rate differences -249 -362 -66 -898 -1,574 Property, plant and equipment as of 31 December (net carrying amount) 235,454 89,782 54,999 17,551 397,786 Gross value 286,496 118,475 83,909 17,551 506,431 Accumulated depreciation and impairment losses -51,042 -28,693 -28,910 0 -108,645 Net carrying amount as of 31 December 235,454 89,782 54,999 17,551 397,786
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 31 14. Leasing In the periods presented in this Interim Financial Information, the Group has lease agreements in force for the following types of assets: lease agreements for restaurant space; lease agreements for land on which the Group operates restaurants; office space lease agreements. In the period from 1 January 2026 to 30 June 2026, the Group opened 22 new restaurants, which resulted in an increase in the balance of the Right-of-use assets and the lease liability by PLN 85,075 thousand. (i) Amounts included in the statement of financial position The statement of financial position disclosed the following amounts related to leasing: 30.06.2026 31.12.2025 Right-of-use assets: 555,168 470,093 Restaurant properties and office premises 543,401 458,735 Other assets 3,494 4,746 Provision for asset retirement obligations (premises) 8,273 6,612 30.06.2026 31.12.2025 Lease obligations 584,783 492,444 Short-term 83,964 71,025 Long-term 500,819 421,419 Changes in the lease liability in subsequent periods were as follows: 6 months ended 30.06.2026 6 months ended 30.06.2025 Balance as of 1 January 492,444 255,950 Increases - new lease agreements 102,295 36,832 Contract modifications and indexations 7,265 5,814 Accrued interest on lease liabilities 17,192 10,962 Payments of lease liabilities - capital part -36,940 -19,620 Payments of lease liabilities - interest part -127 -190 Exchange rate differences 2,654 689 Balance as of 30 June 584,783 290,437
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 32 15. Intangible assets 6 months ended 30.06.2026 Goodwill Acquired franchise rights Software and licenses Other intangible assets Total Intangible assets as of 1 January 22,759 12,536 1,773 228 37,295 Increases 0 2,333 144 0 2,477 Depreciation 0 -808 -187 -24 -1,018 Impairment loss 0 0 0 0 0 Reductions and liquidations 0 0 0 0 0 Transfers 0 0 0 0 0 Exchange rate differences -105 0 -6 0 -111 Intangible assets as of 30 June 22,654 14,061 1,724 204 38,643 Gross value 22,654 19,286 2,492 505 44,937 Accumulated depreciation and impairment losses 0 -5,225 -768 -301 -6,294 Net carrying amount as of 30 June 22,654 14,061 1,724 204 38,643 12 months ended 2025 Goodwill Acquired franchise rights Software and licenses Other intangible assets Total Intangible assets as of 1 January (net carrying amount) 24,216 8,493 1,826 276 34,811 Increases 0 5,364 264 0 5,629 Depreciation 0 -1,206 -355 -48 -1,609 Impairment loss 0 0 0 0 0 Reductions and liquidations 0 0 0 0 0 Transfers 0 0 0 0 0 Exchange rate differences -1,434 -138 38 0 -1,535 Intangible assets as of 31 December (net carrying amount) 22,759 12,512 1,773 228 37,295 Gross value 22,759 16,585 2,397 505 42,246 Accumulated depreciation and impairment losses 0 -4,049 -625 -277 -4,951 Net carrying amount as of 31 December 22,759 12,536 1,773 228 37,294 The goodwill as at the reporting date amounted to PLN 22,654 thousand and decreased by PLN 105 thousand compared to 31 December 2025. This change resulted from the impact of foreign exchange differences (recognised as other comprehensive income) on the valuation of goodwill recognised in connection with the acquisition of Rex Concepts PLK Romania s.r.l. As at 30 June 2026, the Group assessed the occurrence of impairment indications of cash-generating units to which goodwill was assigned. Detailed information on the assessment and tests is presented in Note 17.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 33 16. Other assets As at 30 June 2026 and as at 31 December 2025, the balances of other assets consist of: 30.06.2026 31.12.2025 Rent deposits 16,266 14,776 Prepayments for intangible assets 486 464 Prepayments and others 9,362 6,732 Cash deposits constituting collateral for surety guarantees 162 381 Accrued capital issues costs (IPO-related) 0 4,132 Financing arrangement costs -unused portion of the credit limit 1,577 2,351 Other assets, including: 27,853 28,836 Long-term 17,656 15,730 Short-term 10,197 13,106 Rent deposits refer to amounts paid by the Group to accounts indicated by landlords of restaurant space as collateral for future lease payments. These deposits are interest-free and are reimbursed at the time of termination of the lease agreement for the space related to a given deposit. As at 31 December 2025, the other assets item presented accruals of costs related to the preparation of the initial public offering of the Company's shares and the costs of obtaining financing related to unused parts of the available credit limits. In the first half of 2026, in connection with the successful IPO of Rex Concepts S.A. shares, the costs related to the IPO were settled in accordance with their final accounting qualification. Costs directly related to the issue of new series C shares, which would not have been incurred in the absence of the issue, were recognised as a reduction in equity. Other costs related to the IPO process, which did not meet the criteria for direct attribution to the issue of equity instruments, were recognised in the statement of profit or loss. As at 30 June 2026, the Group no longer presented costs related to the issue of capital in other assets. With regard to the costs of obtaining financing, the part concerning the used credit limits is settled in accordance with the effective interest rate method as part of the valuation of financial liabilities at amortised cost. Due to the expiration of the availability of Top-up Facilities after the successful IPO of the Company's shares, the costs related to the unused part of this financing, which until that moment were presented as other assets, were charged to the finance costs of the period. In the first half of 2026, PLN 2,539 thousand was recognised in financial expenses on this account. The expiration of Top-up Facilities had no impact on the nominal value of bank loan liabilities, as the Company did not disburse funds within these limits. 17. Impairment of non-financial assets (i) Cash-generating unit-level tests (restaurant assets) As at 30 June 2026, the Group conducted an assessment of indicators of impairment for the entire restaurant portfolio. Each restaurant is a separate cash-generating unit and is subject to a separate impairment analysis. The impairment factors were identified at the level of individual restaurants, taking into account, in particular, a negative EBITDA result or a result significantly below the approved financial plans, the maturity stage of the restaurant, a slower than assumed sales growth rate, the remaining period of operation of the location and other operational and market factors that may indicate an impairment risk. As a result of the analysis, the Group identified indications of impairment for 26 restaurants. For these restaurants, impairment tests were carried out at the level of individual restaurants as separate cash-generating units. the recoverable amount of the tested units was determined on the basis of value in use, estimated using the discounted cash flow method. Cash flow forecasts were based on current financial plans and the best estimates of the Management Board available as at 30 June 2026.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 34 For each restaurant tested, the forecast period corresponded to the expected period of operation at the location, generally no longer than the period assumed in the valuation of the lease liability, including the option to extend the lease agreements if they were considered highly likely to be performed. The cash flow forecasts took into account the current operating results of individual locations, observed sales trends, the stage of maturation of the restaurant and the actions taken by the Group to improve sales and profitability. The key assumptions adopted in the tests included the forecasted level of sales, gross margin, labour costs, semi- variable costs, marketing costs, the rate of achieving the assumed profitability, the remaining period of operation of the restaurant and the discount rates appropriate for individual markets. The tests did not use a single long-term growth rate for all the restaurants tested. Assumptions for sales growth and profitability were determined on a site-by-site basis, taking into account the maturation stage of the restaurant, its past performance, sales trends, and planned operating and marketing activities. In general, the tests did not include a residual value beyond the expected lifetime of the location unless the forecast period included a highly likely lease extension. The discount rates used in the tests reflected the current market assessment of the value of money over time and the risks specific to the tested sites, which were not included in the projected cash flows. As a result of the tests, the recoverable amount of all tested units was not lower than their carrying amount. Therefore, in the period of 6 months ended 30 June 2026, the Group did not recognise impairment losses on restaurant assets as a result of tests carried out at the level of cash-generating units. The amount of PLN 214 thousand presented under "Impairment losses on non-financial assets" includes impairment losses and reversals of impairment losses on individual property, plant and equipment and intangible assets. These items were recognised independently of tests carried out at the level of cash-generating units and related to assets that were not planned for further use in the Group's restaurant operations. (ii) Impairment of goodwill As at 30 June 2026 and 31 December 2025, goodwill attributable to cash-generating units was as follows: 30.06.2026 31.12.2025 The goodwill was created as a result of the acquisition of Rex Concepts BK Poland S.A. - allocated to CGU, which is in the Poland operating segment 14,110 14,110 The goodwill was created as a result of the acquisition of Rex Concepts PLK Romania s.r.l.- allocated to CGU, which is in the Romania operating segment 8,544 8,649 The Group conducted impairment tests for goodwill attributable to CGU Polska and CGU Romania as at 30 June 2026. The tests were conducted using the fair value method less disposal costs, based on cash flow forecasts prepared on the basis of current budgets and financial plans approved by the Management Board. The recoverable amount of cash-generating units to which goodwill was assigned was estimated as fair value less disposal costs, using the discounted cash flow income technique. The measurement was classified as level 3 of the fair value hierarchy due to the use of unobservable inputs. Cash flow forecasts included an eight-year period of the detailed forecast and residual value after this period. The forecasts took into account the operations of restaurants operating as at the reporting date and the planned development of operating activities. The assumptions made reflected the Management Board's best estimate of future cash flows and the assumptions that, in the opinion of the Management Board, would be taken into account by market participants when valuing the Group's operations as at the reporting date.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 35 The key assumptions adopted in the impairment tests as at 30 June 2026 were as follows: 30.06.2026 Discount rate after tax for the market: Polish 8.44% Romanian 10.54% Average annual revenue growth rate during the period of the detailed market forecast: Polish 40.70% Romanian 43.50% Assumed disposal costs 1% As a result of the impairment tests, as at 30 June 2026, the Group did not recognise an impairment loss. The Group conducted an analysis of the sensitivity of the test to changes in key assumptions, including the discount rate, the growth rate after the detailed forecast period and the level of cost of sales. On the basis of the analysis, reasonably possible changes to key assumptions would not result in the need to recognise an impairment loss. 18. Trade and other receivables As at 30 June 2026 and 31 December 2025, the balances of trade and other receivables were as follows: 30.06.2026 31.12.2025 Trade receivables, including: 16,193 19,548 Receivables from food delivery aggregators and payments 7,755 8,846 Other tax receivables 16,724 15,709 Other receivables 1,572 508 Impairment loss on receivables -888 -862 Total trade and other receivables 33,602 34,903 Under the agreement establishing collateral on receivables, the Company, until the financial liabilities are fully repaid, may not dispose of or encumber these receivables in any way without the bank's consent, in particular their sale, further assignment, establishment of collateral on them, rights of set-off, pre-emption rights or other rights of third parties. 19. Cash and cash equivalents 30.06.2026 31.12.2025 Cash in bank accounts 455,952 129,336 Cash on hand 2,299 2,109 Total cash and cash equivalents 458,251 131,445 Credit risk related to cash and cash equivalents is discussed in Note 26 Financial risk management. Cash with limited availability relates to the VAT balance, as presented in the table below: 30.06.2026 31.12.2025 Restricted cash (VAT account) 39 0 Total 39 0
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 36 20. Equity 20.1. Share capital The share capital structure and shareholder structure of Rex Concepts S.A. as at 30 June 2026 is as follows: Shareholder Number of shares (units) % of share capital Number of votes % of total votes Rex Invest CEE S.a.r.l. 62,717,427 65.86% 62,717,427 65.86% Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. 9,955,555 10.45% 9,955,555 10.45% Others 22,560,573 23.69% 22,560,573 23.69% Total 95,233,555 100.00% 95,233,555 100.00% All shares of Rex Concepts S.A. as at 30 June 2026 are ordinary and non-preferred shares and have the same rights and obligations. 20.2. Settlement of the initial public offering and the costs of the issue of series C shares On 7 May 2026, the shares of Rex Concepts S.A. debuted on the regulated market operated by the Warsaw Stock Exchange. As part of the initial public offering, the Company issued 32,000,000 series C ordinary bearer shares with a nominal value of PLN 1.00 each. The issue price of one series C share was PLN 14.00. The total gross proceeds from the issue of series C shares amounted to PLN 448,000 thousand. Costs directly related to the issue of new series C shares, which would not have been incurred if the issue of shares had not been carried out, were recognised as a reduction in equity. These costs reduced the excess of the issue value of series C shares over their nominal value, included in the supplementary capital. Other costs related to the IPO process, which did not meet the recognition criteria as costs directly attributable to the issue of new equity instruments, were recognised in the statement of profit or loss in the period to which they related. This concerned in particular the costs related to the preparation of the Company for operation as a public company, the overhead costs of the IPO process, the costs of general advisory and other costs that were not directly incremental to the issue of new shares.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 37 The settlement of proceeds from the issue of series C shares and costs directly related to the issue is presented in the table below (the amounts in the table are expressed in thousands of PLN, except for the number of shares and the issue price of one share): 6 months ended 30.06.2026 Number of series C shares issued 32,000,000 Issue price of one series C share PLN 14.00 Gross proceeds from the issue of shares 448,000 Bid costs directly deducting the gross proceeds from the bid, including the basic remuneration of bidders and banks 14,930 Net proceeds from the issue of shares 433,070 Nominal value of the issued shares included in the share capital 32,000 Excess of the issue price over the nominal value of the shares before issue costs 416,000 Costs directly related to the issue of shares recognised as a reduction in equity 24,122 Excess of the issue price over the nominal value of the shares after deduction of issue costs 391,878 Of the total PLN 24,122 thousand of costs directly attributable to the issue of series C shares recognised as a deduction from equity, PLN 14,930 thousand was withheld from the gross proceeds on settlement of the offering. The remaining PLN 9,192 thousand was not settled out of the offering proceeds and was paid by the Company directly to the service providers, accordingly, it does not reduce the proceeds from the share issue presented within financing activities. The costs of the IPO process recognised in the statement of profit or loss were presented under the item of general management expenses and include costs that were not directly related to the issue of new series C shares or related to the broader process of preparing the Company for the IPO and operating as a public company. Cost type Recognised in 6 months ended 30.06.2026 Costs directly related to the issue of new series C shares Reduction of equity 24,122 IPO process costs recognised in the financial result General and administrative expenses/other operating expenses 1,933 Total costs associated with the IPO process 26,055 In the separate statement of cash flows, the proceeds from the issue of series C shares were presented in financial activities in the amount actually received by the Company, i.e. after deducting the costs of the issue. 20.3. Supplementary capital The balance of the Supplementary Capital as at 30 June 2026 consists of the excess of the value of the in-kind contribution over the nominal value of the issued shares, resulting from legal documents. 20.4. Foreign currency translation As described in Note 3, these Condensed Interim Consolidated Financial Statements have been prepared in accordance with the same accounting principles and valuation methods that were used in the preparation of the Group's last annual consolidated financial statements for the year ended 31 December 2025. Thus, in a separate item of equity, the Group disclosed differences from the conversion of controlled foreign entities that are recognised in other comprehensive income. The amount accumulated in equity is transferred to the statement of profit or loss at the time of disposal of the net investment.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 38 20.5. Reserve capital under the IFRS 2 incentive programme In the period of 6 months ended 30 June 2026, the Company commenced recognition of a Long-Term Incentive Programme ("LTIP") settled in equity instruments in accordance with IFRS 2 Share-based Payment. In connection with the implementation of the programme, as at 30 June 2026, the Company recognised the reserve capital under the IFRS 2 incentive programme in the amount of PLN 3,541 thousand. This capital corresponds to the value of services received from programme participants in the period from the date of commencement of the provision of services, i.e. from 4 May 2026, to 30 June 2026. The cost of the incentive programme was recognised in the financial result of the period, with a corresponding increase in equity as reserve capital under the IFRS 2 incentive programme. The recognition of the cost of the programme was not related to cash outflows in the reporting period. As at 30 June 2026, the Company's shares were not issued or subscribed for under the LTIP programme. Detailed information regarding the incentive programme, including the date of commencement of the provision of services, the grant date and the method of recognition of the programme in accordance with IFRS 2, is presented in Note 29. 21. Financial liabilities - bank loans On 13 June 2025, the Company entered into a financing agreement with Bank Pekao S.A., including: credit limit of up to EUR 15,000 thousand and PLN 64,350 thousand, available in tranches, a limit for the guarantee line of up to EUR 5,000 thousand, intended to secure rent payment liabilities arising from restaurant lease agreements. As part of the agreement, on 26 June 2025, the Company benefited from financing in one tranche in EUR in the amount of EUR 5,000 thousand and one tranche in PLN in the amount of PLN 21,450 thousand. The collateral for the bank loan is set out in point (ii) below. The funds raised under the agreement were used to finance current operating activities and strengthen the Group's liquidity. On 12 December 2025, the Company entered into Annex No. 2 to the applicable financing agreement with Bank Pekao S.A. The annex provided for the possibility of making available additional credit limits, the so-called Top-up Facilities, in the amount of up to EUR 15,000 thousand and PLN 63,450 thousand, intended to finance capital expenditures related to the development of the restaurant chain. In accordance with the terms of the agreement, the availability of Top-up Facilities was subject to the fulfilment of certain contractual conditions and expired in the event of an effective initial public offering of the Company's shares. Due to the successful IPO of Rex Concepts S.A. shares in May 2026, Top-up Facilities expired in accordance with the terms of the financing agreement and were not available as at 30 June 2026. The Company did not draw funds under Top-up Facilities. As a consequence of the expiry of the availability of Top-up Facilities, transaction costs related to this part of the financing, which were previously presented as assets and settled in accordance with the expected period of availability of financing, were recognised in the statement of profit or loss in the period of 6 months ended 30 June 2026. These costs were recognised under the item of financial expenses. The basic parameters of the loan are presented in the table below: Tranche Available amount (contract currency) Available amount (PLN thousand) Amount used (contract currency) Amount used (PLN thousand) Interest rate Maturity EUR EUR 15,000 thousand 64,445 EUR 5,000 thousand 21,482 variables (EURIBOR + margin) 13.06.2028 PLN PLN 64,350 thousand 64,350 PLN 21,450 thousand 21,450 variables (WIBOR + margin) 13.06.2028 The bank loan is subject to a variable interest rate, determined on the basis of the EURIBOR reference rates for the EUR tranche and WIBOR for the PLN tranche, increased by the bank's margin. The variable interest rate
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 39 exposes the Company to interest rate risk, which may affect the amount of finance costs in subsequent reporting periods. The bank loan was measured at amortised cost in accordance with IFRS 9. Interest accrued in the period of 6 months ended 30 June 2026 amounted to PLN 1,284 thousand and was recognised under the item of financial expenses. Financial expenses also included PLN 2,539 thousand of costs related to Top-up Facilities, which were charged to profit or loss in connection with the expiry of the availability of these limits after the effective IPO of the Company's shares. As at 30 June 2026, the Company presents liabilities under a bank loan in the amount of PLN 42,291 thousand as part of long-term liabilities. The carrying amount is lower than the nominal amount of the debt by the unsettled part of transaction costs, settled using the effective interest rate method over the loan period. The liability includes the value of the capital drawn, which is repayable in June 2028 according to the schedule. As at the reporting date, the Company has no accrued, unpaid interest. The table below presents the movements in loans during the reporting period: 6 months ended 30.06.2026 6 months ended 30.06.2025 Balance as of 1 January 41,904 0 Drawdown 0 42,690 Accrued interest 1,284 31 Interest paid -1,284 -31 Exchange rate differences 450 -30 Adjustment due to measurement at amortised cost -63 -798 Balance as of 30 June 42,291 41,862 In the period of 6 months ended 30 June 2026, changes in the Company's financial liabilities resulted primarily from the calculation and payment of interest, settlement of transaction costs using the effective interest rate method and exchange rate differences related to the conversion of a loan denominated in EUR. Due to the expiration of the availability of Top-up Facilities after the successful IPO of the Company's shares, the costs related to the unused part of this financing, previously presented as assets, were charged to the finance costs of the period. This event had no impact on the nominal value of bank loan liabilities, as the Company did not draw funds under Top-up Facilities. Together with the bank loan agreement, the Company signed an agreement to open a guarantee line up to EUR 5,000 thousand. (i) Financial covenants In accordance with the terms of the financing agreement concluded with Bank Pekao S.A., the Group is obliged to meet certain financial conditions, monitored on the basis of the Group's consolidated financial data and certificates of compliance submitted to the lender in accordance with the schedule specified in the financing agreement. The scope of monitored covenants includes, in particular: financial cost coverage ratio, leverage ratio, understood as the ratio of net debt to EBITDA, permissible deviations of revenues and EBITDA compared to the values adopted in the base model, restrictions on the level of capital expenditure, linked to asset efficiency requirements. As at 30 June 2026 and as at the date of approval of these condensed interim consolidated financial statements for publication, the Group met the financial conditions resulting from the financing agreement. On the basis of current financial forecasts and available sources of financing, the Management Board does not anticipate a breach of financial covenants in the period of 12 months from the reporting date. Failure to comply with the financial covenants could result in a breach event, giving the lender the right to take actions provided for in the financing agreement, including demanding early repayment of liabilities. As at 30 June 2026, the Group has not identified any circumstances that would result in the loss of the right to defer the maturity date of financial liabilities.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 40 22. Employee benefits The costs of employee benefits in each of the presented periods include: 6 months ended 30.06.2026 6 months ended 30.06.2025 Salaries (including costs of outsourcing employees) -101,871 -69,733 Social Security -15,987 -10,607 Cost of share-based payments settled in equity instruments -3,541 0 Other employee benefits costs -6,453 -4,343 Total -127,852 -84,683 In the period of 6 months ended 30 June 2026, the Group recognised the cost of share-based payments settled in equity instruments in connection with the LTIP incentive programme, recognised in accordance with IFRS 2 Share- based Payment. On 4 May 2026, the Supervisory Board of the Parent Company adopted a resolution on the allocation of the pool of instruments under the LTIP incentive programme. On this basis, the Group concluded that the period of provision of services by the programme participants for the purposes of IFRS 2 began on that date. The agreements with the programme participants were signed after the reporting date, i.e. on 10 August 2026. The cost of share-based payments for the period from 4 May 2026 to 30 June 2026 was recognised in employee benefit expenses. This cost was not related to cash outflows during the reporting period and was recognised, with a corresponding entry in equity, as reserve capital for share-based payments. (i) Average employment The average employment (based on employment contracts and their equivalents in each market) in each of the presented periods was (based on the number of people): 01.01.2026- 30.06.2026 01.01.2025- 30.06.2025 Restaurant employees 1,908 1,315 Administrative staff 168 132 Executives 6 6 Total 2,082 1,453 23. Provisions Asset retirement obligation Total Short-term 0 0 Long-term 10,409 10,409 Total provisions as of 30.06.2026 10,409 10,409 Short-term 0 0 Long-term 7,957 7,957 Total provisions as of 31.12.2025 7,957 7,957 Short-term 0 0 Long-term 4,741 4,741 Total provisions as of 30.06.2025 4,741 4,741
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 41 (i) Asset retirement obligation In all markets, the Group is obliged to restore the premises used under lease agreements and in which restaurants are operated to their original condition after the end of the lease agreement. Therefore, a provision has been created for the present value of the estimated expenditures to be incurred to remove the leased investment. These costs have been included in the initial value of the Right-of-use assets and are amortised over the lease period. The provision will be used on the date of termination of the lease agreement. 24. Trade payables and other liabilities Trade payables and other liabilities as at 30 June 2026 and 31 December 2025 are as follows: 30.06.2026 31.12.2025 Trade payables 32,628 26,805 Accruals for deliveries received but non-invoiced 26,248 21,494 Investment commitments 27,167 23,238 Retained Guarantee Deposits for Construction Works 4,775 4,134 Liabilities for employee remuneration 11,951 11,509 Employee benefits liabilities 9,634 9,529 Social security liabilities 8,571 7,490 Other tax liabilities 766 536 Accounts payable 4,035 3,486 Total, including: 125,775 108,221 - long-term 1,289 1,691 - short-term 124,486 106,530 As part of its employee benefit liabilities, the Group discloses the following items: 30.06.2026 31.12.2025 Provisions for retirement and disability severance payments 0 0 Provisions for annual leave 5,739 3,643 Provisions for bonuses and salary costs depending on the result 3,895 5,886 Total 9,634 9,529 The Group creates provisions for bonuses related to annual employee appraisals in accordance with the bonus policy, provisions for discretionary bonuses (including long-term incentive bonuses), which in the case of the Parent Company's management are accepted by its Supervisory Board, as well as provisions for unused leave as at the reporting date for the previous year. Provisions for bonuses and holiday provisions are presented in this Interim Financial Information as part of employee benefits under Trade payables and other liabilities in relation to the current part and in the item "other liabilities" in relation to the long-term part. Bonus provision Holiday provision Total Short-term 3,895 5,739 9,634 Long-term 0 0 0 Total provisions as of 30.06.2026 3,895 5,739 9,634 Short-term 5,886 3,643 9,529 Long-term 0 0 0 Total provisions as of 31.12.2025 5,886 3,643 9,529 25. Impairment of financial assets As indicated in Note 3, in preparing these Condensed Interim Consolidated Financial Statements, the Management Board was guided by the same material judgements and estimates that were applicable in preparing the Group's
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 42 annual consolidated financial statements for the year ended 31 December 2025. Therefore, the Company has carried out an impairment analysis of financial assets. As a result of the analysis, impairment losses were made in the amounts disclosed in Note 26 Financial risk management - Credit risk. 26. Financial risk management The Group assessed that the fair value of cash and cash equivalents, assets from paid rent deposits, trade and other receivables, trade liabilities and other liabilities, as well as loans granted is close to their carrying amounts, largely due to the short-term maturities of these instruments (with the exception of rent deposits, which are long- term). Trade and other receivables and other liabilities presented below do not include the balance related to taxes and employee settlements. Rent deposits are presented in these Condensed Interim Consolidated Financial Statements after discounting effects. As at 30 June 2026 and 31 December 2025, the Group did not hold equity instruments measured at fair value. There were no transfers between the levels of the fair value hierarchy in the period ended 30 June 2026. (i) Financial instruments The following table shows the carrying amounts of financial assets and financial liabilities. Note 30.06.2026 31.12.2025 Financial assets Financial assets measured at amortised cost Trade and other financial receivables 18 15,306 18,686 Rent deposits 16 16,266 14,776 Cash and cash equivalents 19 458,251 131,445 489,822 164,907 Note 30.06.2026 31.12.2025 Financial liabilities Financial liabilities measured at amortised cost Trade payables and other financial liabilities 24 90,818 75,671 Bank loans 21 42,291 41,904 Lease liabilities (outside the scope of IFRS 9) 14 584,783 492,444 717,892 610,019 * Trade payables and other financial liabilities comprise trade payables, accruals and uninvoiced deliveries, capital expenditure payables and deposits received.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 43 (ii) Exposure to financial risk This Note explains the Group's exposure to financial risks and how these risks may affect the Group's future financial results: Risk What causes exposure Pricing Management Market risk – foreign exchange risk Recognised financial assets and financial liabilities not denominated in functional currency Cash flow forecasts Sensitivity analysis Analysis of the possibility of signing contracts in local currencies Credit risk Cash and cash equivalents, trade and other receivables, Age Analysis Credit rating Diversification of banks cooperating with the Group and investment of funds only in reputable financial institutions. Monitoring of receivables balances, ageing analysis and ongoing assessment of the credibility of contractors. In the area of food supply and sub- franchises, the Group cooperates with proven partners, and credit exposure is monitored as part of ongoing operational and financial cooperation. Liquidity risk Other liabilities Future cash flow forecasts Availability of credit lines and loan instruments Interest rate risk Bank loan liabilities Loans measured at amortised cost in accordance with IFRS 9. Variable interest rate (EURIBOR/WIBOR + margin) affects the amount of financial costs. Monitoring changes in interest rates, analysis of the sensitivity of finance costs, assessment of the possibility of using hedging instruments (e.g. IRS), although no hedging contracts have been concluded as at the reporting date. Control over risk management is exercised primarily by the Management Board of the Parent Company in cooperation with the Management Boards of the subsidiaries. The Management Board identifies, assesses and hedges financial risk in close cooperation with the Group's operating units, defining policies covering specific areas at risk and investing excess liquidity. 26.1. Market risk – foreign exchange risk The Group operates on three markets: Poland, the Czech Republic and Romania and is exposed to changes in the exchange rates of various currencies, in particular EUR. Foreign exchange risk arises in connection with trading transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of a given company in the Group. In addition, 66% of the Group's total lease liabilities as at 30 June 2026 are contracts denominated in EUR in subsidiaries (48% as at 31 December 2025) whose functional currency is other than EUR (PLN, CZK and RON, respectively). In June 2025, the Group entered into a credit agreement with a limit of up to EUR 15,000 thousand and a guarantee line also denominated in EUR. Additionally, pursuant to Annex No. 2 of December 2025, the Group obtained additional credit limits (Top-up Facilities) of up to EUR 15,000 thousand. As at 30 June 2026, the Group used a loan tranche in the amount of EUR 5,000 thousand. These liabilities are denominated in a foreign currency, which results in exposure to exchange rate risk. Fluctuations in the EUR exchange rate against the borrower's functional currency may affect the value of financial liabilities, interest
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 44 expenses and the Group's financial result. The Group monitors foreign exchange exposure and analyses the possibilities of mitigating risk through natural hedging and the potential use of hedging instruments, although as at the reporting date no hedging contracts have been entered into by the Group. 26.2. Credit risk Credit risk arises in the case of cash and cash equivalents, as well as credit exposure in relation to outstanding trade receivables, deposits transferred and loans granted. (i) Cash and cash equivalents The credit risk associated with financial instruments in the form of cash in bank accounts is limited because the parties to the transaction are banks with high credit ratings received from international rating agencies. The Group holds cash in financial institutions with a high and good rating, adequate equity and a strong and stable market position. (ii) Trade and other receivables The Group analyses trade receivables broken down into receivables related to restaurant sales (including those carried out through delivery aggregators) and receivables related to sub-franchise sales. Receivables related to restaurant sales are characterized by low credit risk due to the short settlement cycle and the nature of payments made mainly in cash or payment cards. Receivables from aggregators are usually settled within 30 days and are subject to an individual credit risk assessment. With regard to sub-franchise receivables, the Group applies the simplified approach provided for in IFRS 9 and recognises expected credit losses based on historical levels of default adjusted for future factors. The methodology for calculating expected credit losses and the material assumptions used by the Group remained unchanged compared to 31 December 2025. In the period of 6 months ended 30 June 2026, the Group reversed part of the previously recognised impairment losses in connection with the repayment and update of the recoverability assessment of selected trade receivables. As at 30 June 2026, the Group did not identify a significant deterioration in the credit quality of the receivables portfolio or a material concentration of credit risk. The reconciliation of expected credit loss impairments on trade and other receivables is as follows: 6 months ended 30.06.2026 6 months ended 30.06.2025 Value at the beginning of the period as of January 1 -246 -95 Recognition of an allowance for expected credit losses charged to profit or loss during the year -33 -75 Receivables written off during the year as irrecoverable 0 0 Reversal of unused provisions 0 0 Value at the end of the period as of June 30 -279 -170 26.3. Liquidity risk The Group recognises liquidity risk as a threat related to the loss or limitation of the ability to cover current expenses, taking active actions to ensure an adequate amount of cash and access to various sources of financing, which allows for timely settlement of both current and future financial liabilities. In 2025, the Group gained access to external financing in the form of a bank loan, which improved liquidity, but at the same time introduced liabilities requiring monitoring of financial covenants. The Management Board regularly analyses cash flow forecasts in the context of the loan repayment schedule and the conditions for the availability of additional tranches. The Group's prudent liquidity management principles assume that sufficient cash is maintained and that financing is available through sufficient amounts to repay liabilities on their due dates.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 45 In May 2026, the Group raised additional funds as part of the initial public offering. The total gross proceeds from the issue amounted to PLN 448,000 thousand, and the net proceeds, after deducting costs directly related to the issue, amounted to PLN 433,070 thousand. The funds raised significantly strengthened the Group's liquidity position and are the main source of financing for the planned capital expenditures related to the development of the restaurant chain, while reducing the need for debt financing. (i) Liquidity ratios monitored by the Group The Management Board of the Parent Company regularly monitors the areas of operations in terms of liquidity risk, as well as the assessment of the ability to continue operations. This assessment is based on the forecast of the financial result and the related cash flow forecast, taking into account the planned level of debt. In addition, the Group monitors the profitability of individual segments on the basis of adjusted EBITDA and the level of cash in comparison with the cash flow forecast resulting from the approved annual financial plan and forecasts for further periods, controlling the payment dates of liabilities on an ongoing basis. On the basis of the liquidity analysis performed by the Group as at the date of approval of this Information, no circumstances indicating a threat to the continuation of operations by the Group and the Parent Company in the foreseeable future, i.e. in the period not shorter than 12 months from 23 September 2026, were found. (ii) Available funding As at 30 June 2026, the Group had access to unused credit limits resulting from the financing agreement concluded with Bank Pekao S.A. in the amount of EUR 10,000 thousand and PLN 42,900 thousand. These limits may be used to finance current liquidity needs and capital expenditures related to the development of the restaurant chain, in accordance with the terms of the financing agreement. On 12 December 2025, the Company concluded an annex to the financing agreement, which provided for the possibility of making additional credit limits, the so-called Top-up Facilities, available. In accordance with the terms of the financing agreement, the availability of Top-up Facilities expired upon the effective IPO of the Company's shares. Due to the successful IPO of Rex Concepts S.A. shares in May 2026, Top-up Facilities expired in accordance with the terms of the financing agreement and were not available as at 30 June 2026. The Group did not draw funds under Top-up Facilities. (iii) Analysis of the Group's financial liabilities The table below provides an analysis of the Group's financial liabilities, which will be settled in each age bracket, based on the period to expiry as at the reporting date. The amounts shown in the table are contractual, undiscounted cash flows. Future cash flows from financial liabilities may differ from the amount shown in the table below as interest rates and exchange rates change. The cash flows included in the maturity analysis are not expected to occur much earlier or in significantly different amounts.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 46 The maturity dates of financial liabilities, including estimated interest payments, for individual reporting dates, i.e. as at 30 June 2026 and as at 31 December 2025, are as follows: Under 1 year 1 to 2 years From 2 to 5 years Over 5 years Total contractual cash flows Carrying amount of liabilities 30.06.2026 Trade payables and other financial liabilities 86,645 0 0 0 86,645 86,645 Deposits received 886 1,444 2,924 0 5,254 4,775 Bank loans 3,005 3,005 44,434 0 50,444 42,291 Lease liabilities 80,769 80,838 237,808 430,346 829,761 584,783 Total 171,305 85,287 285,166 430,347 972,104 718,494 31.12.2025 Trade payables and other financial liabilities 71,537 0 0 0 71,537 71,537 Deposits received 2,373 1,122 777 0 4,272 4,134 Bank loans 2,981 2,981 44,074 0 50,036 41,904 Lease liabilities 71,025 67,455 199,225 374,319 712,024 492,444 Total 147,915 71,559 244,076 374,319 837,869 610,019 26.4. Interest rate risk The Group is exposed to the risk of changes in interest rates in connection with external financing and lease obligations. As at 30 June 2026, the Group had a bank loan described in Note 21 and lease liabilities presented in Note 14. The bank loan bears interest at the variable base rate WIBOR or EURIBOR increased by the margin set in the loan agreement, which means that changes in market rates have a direct impact on the Group's finance costs. Lease liabilities are measured in accordance with IFRS 16 using the marginal interest rate set at the date of commencement of the agreement, therefore they are not subject to current fluctuations in interest rates, however, new lease agreements concluded in the future will be calculated on the basis of current market rates, which may increase the value of liabilities and finance costs. An increase in interest rates may lead to an increase in debt service costs, which in turn affects the Group's financial result and cash flows. The Management Board monitors the market situation and periodically analyses the impact of interest rate changes on finance costs, taking into account both current macroeconomic conditions and forecasts. As at the reporting date, the Group did not use derivatives to hedge interest rate risk. After proceeds from the issue of series C shares, the Group's cash significantly exceeds the debt owed to the bank loan, and the free funds are held in bank accounts and deposits. The Group's exposure to interest rate risk is currently dominated by the cash position rather than by debt, and the decline in interest rates will reduce interest income on deposits to a significant extent in excess of savings on loan servicing costs. In addition, the Group is exposed to risks related to the reform of benchmarks (the so-called IBOR reform), in particular with regard to the planned discontinuation of the publication of the WIBOR indicator and its replacement with an alternative reference rate. Therefore, there is a risk of changes in the rules for determining the interest rate on financial agreements based on WIBOR, including bank loans, which may affect the level of future finance costs of the Group. As at the reporting date, the Group's loan agreements contained provisions allowing for the adjustment of the interest rate to the new benchmark, which reduces the Group's risk related to the reform of benchmarks. The Management Board monitors the progress of the reform and analyses its potential impact on the Group's financial position and results.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 47 27. Fair value estimation The Group does not have any material assets or financial liabilities measured at fair value. In the opinion of the Management Board, the carrying amount of financial assets and liabilities recognised at amortised cost is a reasonable approximation of their fair value. 28. Related party transactions 28.1. Parties Controlling or Exerting Significant Influence The following individuals and persons exercise control over the Group or have significant influence: Name Type Headquarters/Country of Residence Rex Invest CEE S.à r.l. Directly Parent Company Luxembourg Metropolitan Properties International s.r.o. Parent Company at the highest level Czech Republic Małgorzata Ewa McGovern with her family A person exercising control at the highest level Czech Republic Paloma Gamo Gimenez with her family Significant investor Spain 28.2. Subsidiaries Shares in subsidiaries were disclosed in Note 4 Group subsidiaries. 28.3. Remuneration of key management personnel 6 months ended 30.06.2026 6 months ended 30.06.2025 Short-term employee benefits of Management Board Members with surcharges 2,935 1,917 Remuneration of Supervisory Board members, including participation in the Audit Committee 34 0 Cost of share-based payments settled in equity instruments 2,917 0 Total 5,886 1,917 Key management personnel include members of the Management Board and the Supervisory Board of the Parent Company. The amounts presented in the table include the costs of services of key management personnel included in the Group's financial result for the period, including gross remuneration with employer surcharges and provisions for benefits due for the reporting period. In the period of 6 months ended 30 June 2026, the members of the Supervisory Board of the Parent Company, including the members of the Audit Committee, began to receive remuneration for performing their functions. This remuneration has been due since May 2026 and has been included in the table above under "Remuneration of Supervisory Board members, including participation in the Audit Committee". In the period of 6 months ended 30 June 2026, the members of the Management Board of the Parent Company were covered by the Equity-settled LTIP. The programme includes share-based payments recognised in accordance with IFRS 2.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 48 On 4 May 2026, the Supervisory Board of the Parent Company adopted a resolution on the allocation of the pool of instruments under the LTIP incentive programme. On this basis, the Company concluded that the period of provision of services by the programme participants for the purposes of IFRS 2 began on that date. The agreements with the programme participants, including members of the Management Board, were signed after the reporting date, i.e. on 10 August 2026. The cost of share-based payments attributable to key management personnel for the period from 4 May 2026 to 30 June 2026 is included in the table above under "Cost of share-based payments settled in equity instruments". This cost was not related to cash outflows in the reporting period and was recognised, with a corresponding entry in equity, as reserve capital for share-based payments. As at 30 June 2026, there was no issue of shares to LTIP participants. 28.4. Transactions with other related entities (i) Sale and purchase of goods and services 6 months ended 30.06.2026 6 months ended 30.06.2025 Purchase of goods and services Purchase of services from affiliated entities by key management personnel* 17 26 Total 17 26 * Training services acquired by the Group from entities personally related to key management personnel. (ii) Outstanding balances of receivables/payables for the purchase of services As at 30 June 2026 and 31 December 2025, the Group had no outstanding balances of receivables from the purchase of services under transactions with related entities. 29. Share-based incentive programme On 7 April 2026, the Extraordinary General Meeting of Rex Concepts S.A. adopted the Long-Term Incentive Programme ("LTIP"), the aim of which is to bind key management staff to the Group in the long term and to increase the alignment of the interests of programme participants with the interests of shareholders. The programme provides for the granting of subscription warrants entitling to subscribe for ordinary shares of Rex Concepts S.A. at the strike price specified in the LTIP Regulations. The programme has been classified as a share- based payment programme settled with equity instruments in accordance with IFRS 2 Share-based Payment. The programme includes two distinct entitlement pools: IPO Pool, the purpose of which is to reward key people for their contribution to the preparation and conduct of the IPO process, Post-IPO Pool, the aim of which is long-term motivation and retention of key management after the IPO. Determining the grant date and the moment of commencement of recognition of services received from programme participants required the application of professional judgment of the Management Board. As at 30 June 2026, individual agreements with programme participants (Allocation Agreements) have not yet been concluded. These agreements were concluded on 10 August 2026 and the Management Board considered this date to be a grant date within the meaning of IFRS 2, as it was only at that moment that a common agreement (meeting of minds) was reached between the Company and individual programme participants regarding the terms and conditions of individual allocation of equity instruments. At the same time, the Management Board assessed that the period of provision of services related to the programme began before the grant date, i.e. 4 May 2026.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 49 For accounting purposes, the vesting period has been determined in accordance with the definitions contained in IFRS 2, regardless of the terminology used in the LTIP Rules. In particular, the Management Board has concluded that the obligation of participants to remain in a specific professional relationship with the Group is a condition for the provision of services (service condition) within the meaning of IFRS 2. Parameter IPO Pool Post-IPO Pool Maximum number of warrants (pcs) 987,891 4,939,455 Number of awards included in the measurement as at the grant date (units) 952,711 3,351,239 Type of instrument Subscription Warrants Subscription Warrants Strike price PLN 1.00 per share PLN 11.20 Start of service period 4 May 2026 4 May 2026 End of the vesting period 7 May 2027 7 May 2027 to 7 May 2031, depending on the tranche Possibility of exercise from 7 May 2027 from the day following the completion of the vesting of the tranche Final Execution Date 7 April 2036 7 April 2036 The maximum number of warrants indicated in the table corresponds to the size of the pools provided for in the programme. The part of the pool that remains unallocated to participants has not been included in the cost of the programme recognised by the Group. With regard to IPO Pool, the vesting period for the purposes of IFRS 2 is until 7 May 2027. The IPO Pool cost is therefore recognised during the service provision period from 4 May 2026 to 7 May 2027. The cost related to the Post-IPO Pool is recognised by the respective vesting periods of the individual tranches of the programme. The acquisition of rights under the LTIP programme is subject to the fulfilment of the conditions set out in the regulations, which include, in particular, the fact that the programme participant remains in a professional relationship with the Company or another company from the Group on the relevant date of acquisition of the rights and the absence of circumstances resulting in the loss of rights in accordance with the provisions of the regulations. The fair value of the equity instruments has been estimated by an independent actuary. The assumptions adopted for the valuation of the plan are as follows: Parameter IPO Pool Post-IPO Pool Grant date 10 August 2026 10 August 2026 Share price per grant date PLN 12.27 PLN 12.27 Strike price PLN 1.00 PLN 11.20 Expected volatility 36% 36% Risk-free rate 5.7% 5.7% Valuation method finite difference method based on the Black-Scholes-Merton model finite difference method based on the Black-Scholes-Merton model As the period of provision of services began before the grant date, the Group began recognising the cost of the programme as at 4 May 2026. In the period of 6 months ended 30 June 2026, the Group recognised an expense of PLN 3,541 thousand under the LTIP programme, with a corresponding increase in the reserve capital under the IFRS 2 incentive programme. The cost includes the value of services received from programme participants in the period from 4 May to 30 June 2026 and was not related to cash outflows in the reporting period.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 50 30. Bank guarantees, pledges and collateral The Group, operating on the restaurant market, is obliged to pay deposits under lease agreements (the amounts of deposits paid by the Group are disclosed in the item Other assets in accordance with Note 16 Other assets) or to hold bank guarantees securing future lease payments to tenants. On the Polish market, the Group has established bank guarantee agreements with Bank Pekao S.A. (as at 31 December 2025, the agreement with ING Bank Śląski S.A., terminated on 15 January 2026, was still in force), which are collateral for the lease agreements signed by the Group. The balances of bank guarantees as at 30 June 2026 and 31 December 2025 are as follows: Guarantee limit in PLN thousand per day Bank Currency 30.06.2026 31.12.2025 ING Bank Śląski S.A. EUR 0 224 ING Bank Śląski S.A. PLN 0 274 Bank Pekao S.A. PLN 2,884 2,654 Bank Pekao S.A. CZK 4,100 0 Bank Pekao S.A. EUR 6,508 5,248 Total 13,492 8,400 Bank guarantees in ING Bank Śląski S.A. (the last of the guarantees in ING Bank Śląski S.A. expired in the first half of 2026) were secured by the Group in the amount of 40% of the maximum guarantee amount in the form of funds deposited in interest-free bank deposits (in bank accounts belonging to Group companies). The funds were released each time after the expiry of the guarantee period (i.e. one year). As at 30 June 2026, unreleased collateral deposited with the bank amounted to PLN 161 thousand. These funds, presented as other assets as at the reporting date, were released after the reporting date. In connection with the external financing agreement signed on 13 June 2025, annexed on 12 December 2025, the Group has collateral and registered pledges established on the Group's assets. Detailed data on collateral and pledges are described in Note 21. 31. Capital Management In the period of 6 months ended 30 June 2026, the Group's capital structure changed significantly in connection with the initial public offering of Rex Concepts S.A. shares and the issue of series C shares. Gross proceeds from the issue of series C shares amounted to PLN 448,000 thousand, of which PLN 32,000 thousand was recognised in the share capital, and the excess of the issue price over the nominal value of the shares, after deducting costs directly related to the issue, was recognised in the supplementary capital. The funds raised strengthened the Group's capital base and increased the level of available cash intended for financing the further development of the restaurant chain, servicing liabilities and the Group's current liquidity needs. In connection with the successful conduct of the initial public offering, the availability of Top-up Facilities provided for in the annex to the financing agreement of 12 December 2025 expired. As at 30 June 2026, the Group had no debt under Top-up Facilities. 32. Loss per share On 15 December 2025, the Extraordinary General Meeting of the Parent Company adopted a resolution to reduce the nominal value of the shares to PLN 1.00 while proportionally increasing the number of shares, without changing the amount of the share capital. Comparative data on the weighted average number of shares and loss per share have been retrospectively transformed to ensure comparability. On 7 May 2026, the shares of Rex Concepts S.A. debuted on the regulated market operated by the Warsaw Stock Exchange. 32,000,000 series C ordinary bearer shares with a nominal value of PLN 1.00 each. Series C shares have been included in the weighted average number of shares as at 7 May 2026.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 51 As at 30 June 2026, the Company's share capital amounted to PLN 95,233,555 and was divided into 95,233,555 ordinary shares with a nominal value of PLN 1.00 each, including 161,000 series A shares, 63,072,555 series B shares, and 32,000,000 series C shares. All shares were ordinary and non-preferred shares. The National Court Register also indicates a target capital of PLN 3,555,555 and a conditional increase in the share capital of PLN 5,927,346. The weighted average number of ordinary shares for the period of 6 months ended 30 June 2026 was 72,957,312 shares, while for the period of 3 months ended 30 June 2026 it amounted to 82,574,214 shares. The basic loss per share was calculated as the ratio of the net loss attributable to the shareholders of Rex Concepts S.A. and the weighted average number of ordinary shares outstanding in a given period. 6 months ended 30.06.2026 6 months ended 30.06.2025 3 months ended 30.06.2026 3 months ended 30.06.2025 Loss attributable to holders of ordinary shares of the Parent Company -55,663 -27,427 -23,723 -6,597 Weighted average number of shares to calculate the basic loss per share (units) 72,957,312 63,233,555 82,574,214 63,233,555 Basic/diluted loss per share attributable to shareholders of Rex Concepts S.A. -0.76 -0.43 -0.29 -0.10 In the period of 6 months and 3 months ended 30 June 2026, the Company recognised the cost of share-based payments in accordance with IFRS 2 in connection with the LTIP incentive programme. On the basis of the resolution of the Supervisory Board of 4 May 2026, the Company concluded that the period of provision of services by the programme participants began on that date. The agreements with the programme participants were signed after the reporting date, i.e. on 10 August 2026. The cost recognised in the period of 6 months and 3 months ended 30 June 2026 was included in the net loss underlying the calculation of the basic and diluted loss per share. The equity recognised in connection with the share-based payments was not included in the weighted average number of ordinary shares for the purposes of the basic loss per share, as at 30 June 2026 there was no issue of shares under the incentive programme. Potential ordinary shares resulting from the LTIP incentive programme, the authorised capital and the conditional increase in share capital were not included in the diluted loss per share calculation, as in the period of 6 months and 3 months ended 30 June 2026, the Company reported a net loss, and their inclusion would have an anti-dilution effect. As a consequence, the diluted loss per share is equal to the basic loss per share. The calculation of the weighted average number of ordinary shares for the period of 6 months and 3 months ended 30 June 2026 is as follows: Number of shares Number of days included in the calculation Weighted average number of shares 6 months ended 30 June 2026 Shares existing before the issue of series C shares 63,233,555 181 / 181 63,233,555 Series C shares issued as part of the IPO 32,000,000 55 / 181 9,723,757 Weighted average number of ordinary shares 72,957,312 3 months ended 30 June 2026 Shares existing before the issue of series C shares 63,233,555 91 / 91 63,233,555 Series C shares issued as part of the IPO 32,000,000 55 / 91 19,340,659 Weighted average number of ordinary shares 82,574,214 After the reporting date, the Company entered into an agreement to subscribe for 516,128 series D ordinary bearer shares with a nominal value of PLN 1.00 each and an issue price of PLN 14.00 per share. The total issue price of series D shares amounted to PLN 7,225,792. The inflow of funds from the subscription of series D shares took
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 52 place on 5 August 2026. Series D shares were not included in the basic calculation or diluted loss per share for the period of 6 months and 3 months ended 30 June 2026, as they were subscribed for after the reporting date. 33. Events after the end of the reporting period After the reporting date, i.e. after 30 June 2026, until the date of approval of these condensed interim consolidated financial statements for publication, the events described below occurred. (i) Settlement of stabilisation activities and issue of series D shares In connection with the initial public offering of the Company's shares and the debut of Rex Concepts S.A. shares on the regulated market of the Warsaw Stock Exchange, in the first half of 2026 stabilisation activities were carried out in accordance with the terms of the stabilisation agreement concluded between the Company, Rex Invest CEE S.à r.l. and Bank Polska Kasa Opieki S.A. as the stabilisation manager. In accordance with the stabilisation agreement, the stabilising manager could purchase the Company's shares or rights to the Company's shares during the stabilisation period, and the economic burden of the shares acquired as part of the stabilisation was borne by Rex Invest CEE S.à r.l. as the selling shareholder. After the completion of stabilisation activities, Rex Invest CEE S.à r.l. fulfilled the obligations arising from the stabilisation arrangements. In order to supplement the number of shares held by Rex Invest CEE S.à r.l. after the end of the stabilisation, after the reporting date, the Company entered into an agreement with Rex Invest CEE S.à r.l. to subscribe for series D shares issued as part of the authorised capital. Pursuant to the subscription agreement for series D shares and the resolution of the Management Board of 7 July 2026, the Company's share capital was to be increased by PLN 516,128 through the issue of 516,128 ordinary bearer shares of series D with a nominal value of PLN 1.00 each. The issue price of one series D share was PLN 14.00, and the total issue price of series D shares amounted to PLN 7,225,792. The receipt of funds from the subscription of series D shares in the amount of PLN 7,225,792 took place on 5 August 2026. The increase in the share capital in connection with the issue of series D shares was registered by the registry court on 1 September 2026. (ii) Signing agreements with LTIP incentive programme participants On 7 April 2026, the Extraordinary General Meeting of Shareholders of the Parent Company approved the implementation of a long-term incentive programme for selected members of the Group's management and key employees. On 4 May 2026, the Supervisory Board of the Parent Company adopted resolutions on the allocation of the pool of instruments under the LTIP programme. In the condensed interim consolidated financial statements for the period of 6 months ended 30 June 2026, the Group recognised the cost of payments based on shares settled in equity instruments in connection with the incentive programme. After the reporting date, on 10 August 2026, the Company signed agreements with the participants of the LTIP programme. The signing of the agreements was a formal confirmation of the conditions of participation in the programme and the parameters of the instruments granted to the participants of the programme. The detailed terms and conditions of the programme are described in Note 29 of these condensed interim consolidated financial statements. (iii) Implementation of the loyalty programme for Burger King in Poland On 1 July 2026, the Group implemented a loyalty programme for the Burger King brand in Poland. The programme is part of the development of the Group's digital and CRM tools and is aimed at increasing customer engagement, frequency of visits and effectiveness of marketing activities. As at the date of approval of these condensed interim consolidated financial statements for publication, the impact of the programme on the Group's financial position, financial result and cash flows was not material. (iv) Expansion of the portfolio of aggregators in the supply channel for the Popeyes brand in Poland After the reporting date, on 6 July 2026, the Group expanded its aggregator portfolio with another partner, while continuing cooperation with the existing aggregator, ensuring competition in this channel and adapting to market expectations. This event had no impact on the Group's consolidated financial data as at 30 June 2026.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 53 (v) Creation of a new subsidiary After the reporting date, on 21 August 2026, Rex Concepts S.A. established Rex Concepts Incubator Sp. z o.o. with its registered office in Wrocław. Rex Concepts S.A. acquired 100% of shares in the newly created company. The share capital of the newly established company amounts to PLN 80 thousand and is divided into 1,600 shares with a nominal value of PLN 50 each. The shares were acquired by Rex Concepts S.A. and covered by a cash contribution. The excess of the value of the contribution over the nominal value of the acquired shares, in the amount of PLN 720 thousand, was allocated to the supplementary capital of the newly established company. The establishment of Rex Concepts Incubator Sp. z o.o. constitutes a non-adjusting event after the reporting date within the meaning of IAS 10 "Events after the Reporting Period" and had no impact on the Group's consolidated financial data as at 30 June 2026. (vi) Increase in the guarantee line limit After the reporting date, the Group signed an annex to the agreement on the opening of a guarantee line concluded with Bank Polska Kasa Opieki S.A. On the basis of the annex, the bank increased the revolving line for the issuance of bank guarantees from EUR 5,000 thousand to a total amount of EUR 10,000 thousand for the benefit of Group companies. (vii) Opening of new restaurants after the reporting date After the reporting date, until the date of approval of these condensed interim consolidated financial statements for publication, the Group continued to implement the strategy of developing the restaurant chain on the Polish, Czech and Romanian markets. During this period, the Group opened 22 own restaurants, including 15 restaurants in Poland, 5 restaurants in the Czech Republic and 2 restaurants in Romania. (viii) Admission and introduction of Series D shares to stock exchange trading On 22 September 2026, the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A., KDPW) issued a statement concerning the conditional registration in the securities depository of 516,128 ordinary bearer Series D shares of Rex Concepts S.A., with a nominal value of PLN 1.00 each. On the same day, the Management Board of the Warsaw Stock Exchange adopted a resolution on the admission of the above Series D shares to stock exchange trading and their introduction to trading on the regulated market as of 25 September 2026, subject to the registration of those shares by KDPW on that date. After the reporting date, there were no other events that would require recognition or additional disclosure in these condensed interim consolidated financial statements. The events described above have been classified as non-adjusting events after the reporting date within the meaning of IAS 10 Events after the Reporting Period. These events have been included in the relevant disclosures relating to equity, the LTIP incentive scheme and events after the reporting date.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 54 SEMI-ANNUAL MANAGEMENT BOARD REPORT ON THE ACTIVITIES OF THE REX CONCEPTS S.A. GROUP FOR THE PERIOD OF 6 MONTHS ENDED 30 JUNE 2026 1. Introduction The Group was established on 31 August 2022, while the Parent Company of the Group, i.e. Rex Concepts S.A., was registered in the National Court Register on 19 December 2024. The registered office and principal place of business of the Parent Company are located at: Rex Concepts S.A. Gwiaździsta 66 53-413 Wroclaw The report contains information on the Group's operations, material events of the period, financial position, principal risks and uncertainties for the remaining months of the 2026 financial year of the financial year 2026 and other information required by the regulations on periodic reporting of issuers of securities. 2. Key information about the Group The Rex Concepts S.A. Capital Group is a dynamically developing operator of restaurant chains operating in three markets of Central and Eastern Europe: Poland, the Czech Republic and Romania. The Group's activities focus on modern food service concepts responding to the changing needs of consumers in terms of quality, convenience and availability of services. The activities of the Rex Concepts S.A. Group are currently organised according to 3 geographical segments: Poland, the Czech Republic and Romania. In the period of 6 months ended 30 June 2026, the Group managed a chain of restaurants under the Burger King and Popeyes brands in each of these markets, as well as activities related to sub-franchise and market development within these brands. The number of restaurants broken down by segment and brand as at 30 June 2026 is presented in the map below: * Number of own restaurants and restaurants operated by sub-franchisees
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 55 As at 30 June 2026, the Group consisted of six operating companies, including two in Poland, two in the Czech Republic and two in Romania, and a holding company in Poland, Rex Concepts S.A., which holds 100% of shares in each of the operating companies (subsidiaries): Unit name Country Brand Rex Concepts S.A. Poland Rex Concepts BK Poland S.A. Poland Rex Concepts BK Czech s.r.o. Czech Republic Rex Concepts BK Romania s.r.l. Romania Rex Concepts PLK Poland Sp. z o.o. Poland Rex Concepts PLK Czech s.r.o. Czech Republic Rex Concepts PLK Romania s.r.l. Romania The operating companies manage local operations in close cooperation with Rex Concepts S.A., which allows them to flexibly adapt to the specifics of local markets while maintaining operational consistency. In 2026, there were changes in the composition of the Management Board and the Supervisory Board of Rex Concepts S.A. As at 1 January 2026, the Management Board of Rex Concepts S.A. consisted of: Olgierd Danielewicz - President of the Management Board, Peter Kaineder - Member of the Management Board, Jerzy Tymofiejew - Member of the Management Board, Bartosz Szuas - Member of the Management Board. On 13 April 2026, Irmina Kochman and Małgorzata Kloka were appointed to the Management Board of Rex Concepts S.A. Therefore, as at 30 June 2026 and as at the date of approval of this report for publication, the Management Board of Rex Concepts S.A. consisted of: Olgierd Danielewicz - President of the Management Board, Peter Kaineder - Member of the Management Board, Małgorzata Kloka - Member of the Management Board, Irmina Kochman - Member of the Management Board, Bartosz Szuas - Member of the Management Board, Jerzy Tymofiejew - Member of the Management Board. In the period from 30 June 2026 to the date of approval of this report for publication, there were no changes in the composition of the Management Board of Rex Concepts S.A. As at 1 January 2026, the Supervisory Board of Rex Concepts S.A. consisted of: Henry McGovern - Chairman of the Supervisory Board, Adam Putyra - Member of the Supervisory Board, Troy Weeks - Member of the Supervisory Board, Steven Kent Winegar Clark - Member of the Supervisory Board. On 3 April 2026, Troy Weeks resigned from the position of Member of the Supervisory Board of Rex Concepts S.A., with the effectiveness of the resignation being conditional on the appointment of at least one new member of the Supervisory Board. On 7 April 2026, the Extraordinary General Meeting of Rex Concepts S.A. adopted resolutions on the conditional appointment of Iwona Gębusia and Milena Olszewska-Miszuris to the positions of Members of the Supervisory Board of Rex Concepts S.A. for the duration of the joint term of office, as members meeting the independence criteria. The conditions for the effectiveness of Troy Weeks' resignation and the appointment of new Members of the Supervisory Board were met on 6 May 2026.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 56 Therefore, as at 30 June 2026 and as at the date of approval of this report for publication, the Supervisory Board of Rex Concepts S.A. consisted of: Henry McGovern - Chairman of the Supervisory Board, Iwona Gębusia - Member of the Supervisory Board, Milena Olszewska-Miszuris - Member of the Supervisory Board, Adam Putyra - Member of the Supervisory Board, Steven Kent Winegar Clark - Member of the Supervisory Board. In the period from 30 June 2026 to the date of approval of this report for publication, there were no changes in the composition of the Supervisory Board of Rex Concepts S.A. In the first half of 2026, the Supervisory Board of Rex Concepts S.A. appointed the Audit Committee. As at 30 June 2026 and as at the date of approval of this report for publication, the Audit Committee consisted of: Milena Olszewska-Miszuris - Chairperson of the Audit Committee, Iwona Gębusia - Member of the Audit Committee, Adam Putyra - Member of the Audit Committee. 3. Highlights in the first half of 2026 In the first half of 2026, the Group continued its growth based on organic growth through the opening of new premises and an increase in sales in existing restaurants. In the 6 months of 2026, the number of own restaurants increased from 159 opened at the end of December 2025 by 22 units, reaching 181 restaurants at the end of June 2026. Compared to the end of June 2025, when the number of units was 113, the number of restaurants increased by more than 60% year-on-year. Expansion in the first half of 2026 was balanced in terms of brands - the Burger King brand added 10 locations and Popeyes 12; or geography - 8 new restaurants were added in Poland, 9 in Romania and 5 in the Czech Republic. On the other hand, the majority of openings were Foodcourt and drive-thru restaurants. For the first time in the Group's history, two of the locations opened in the Czech capital were 2in1 restaurants. The Group opened further restaurants of this type in other markets during or after the reporting period. Thanks to new openings and improved sales efficiency in existing premises, the Group's revenues in the first half of 2026 increased by 61% year-on-year. The products introduced to the Limited Time Offer in connection with the premiere of Star Wars: The Mandalorian and Grogu at Burger King restaurants and drinks introduced to the offer in cooperation with the Red Bull brand at Popeyes restaurants were very popular. An important event of the period was the initial public offering of shares in Rex Concepts S.A. and the debut of the Company's shares on the regulated market of the Warsaw Stock Exchange. As part of the offering, the Company obtained financing from the issue of series C shares, which strengthened the Group's liquidity position and supports the implementation of investment plans related to the further development of the restaurant chain. In the reporting period, there were also changes in the composition of the Company's bodies and the Audit Committee of the Supervisory Board was established.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 57 4. Discussion of the Group's financial results and financial position 4.1. Group Financial Results 3 months ended 30.06.2026 3 months ended 30.06.2025 Change % Restaurant sales 203,361 126,469 60.8% Sub-franchise revenue 6,137 5,776 6.2% Total revenue 209,498 132,245 58.4% Restaurant expenses -198,599 -125,503 58.2% Sub-franchise expenses -5,841 -4,966 17.6% Gross profit/(loss) 5,058 1,777 184.7% General and administrative expenses -20,495 -12,561 63.2% Other operating activities 9 -197 n.m. Operating profit/(loss) -15,428 -10,981 n.m. Financial activities -9,060 -7,688 17.9% Profit/(loss) before tax -24,488 -18,669 n.m. Net profit/(loss) -23,723 -6,597 n.m. Depreciation, amortisation and impairment -29,659 -17,752 67.1% EBITDA* 14,231 6,771 110.2% Adjusted EBITDA* 19,639 12,401 58.4% Adjusted EBITDA margin* 9.4% 9.4% - Number of own restaurants at the end of the period 181 113 60.2% Number of sub-franchise restaurants at the end of the period 96 96 0.0% 6 months ended 30.06.2026 6 months ended 30.06.2025 Change % Restaurant sales 381,466 232,433 64.1% Sub-franchise revenue 9,925 10,048 -1.2% Total revenue 391,391 242,481 61.4% Restaurant expenses -375,539 -233,691 60.7% Sub-franchise expenses -9,450 -9,618 -1.7% Gross profit/(loss) 6,402 -828 n.m. General and administrative expenses -35,037 -25,668 36.5% Other operating activities -168 -206 n.m. Operating profit/(loss) -28,803 -26,703 n.m. Financial activities -24,509 -12,665 93.5% Profit/(loss) before tax -53,312 -39,368 n.m. Net profit/(loss) -55,663 -27,427 n.m. Depreciation, amortisation and impairment -56,922 -31,929 78.3% EBITDA* 28,119 5,226 438.0% Adjusted EBITDA* 37,491 14,523 158.2% Adjusted EBITDA margin* 9.6% 6.0% +3.6p.p. Number of own restaurants at the end of the period 181 113 60.2% Number of sub-franchise restaurants at the end of the period 96 96 0.0% * The Group defines EBITDA as profit (or loss) from continuing operations before tax, adjusted for depreciation of right-of-use assets, depreciation of property, plant and equipment, amortisation of intangible assets, impairment losses on financial assets, impairment losses on non-financial assets (presented as part of restaurant expenses), net finance income and costs.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 58 The Group defines Adjusted EBITDA as EBITDA adjusted for restaurant costs generated prior to the opening of the restaurant, costs related to obtaining external financing (including costs related to IPOs), and other one-off or non-standard items that do not reflect current operating activities. The Group's revenues in the period of 3 months ended 30 June 2026 increased by 58.4% year-on-year and amounted to PLN 209.5 million. The majority of the Group's revenues are restaurant sales in the Group's own outlets, which in the reporting period increased by 60.8% year-on-year to PLN 203.4 million. Such a rapid growth rate is the result of the Group's organic development - the number of own restaurants as at 30 June 2026 increased by 60.2% year-on-year. In the period of 6 months ended 30 June 2026, revenues increased by 61.4% year-on-year to PLN 391.4 million. The Group's revenues grew in all markets in which it operates. In the second quarter of 2026, revenues in Poland increased by 64.9% year-on-year, on the Czech market by 82.3% year-on-year, while the Romanian market recorded a revenue growth rate of 37.9% year-on-year. Along with the growth of the chain, the Group's costs, primarily related to restaurant activities, increased - in the second quarter of 2026, restaurant costs increased by 58.2% year-on-year, slightly below the growth rate of restaurant sales. In total, gross profit in the period of 3 months ended 30 June 2026 increased by over 180% to PLN 5.1 million. Gross profit also increased in the first half of 2026 to PLN 6.4 million compared to the loss recorded a year ago. In the second quarter of 2026, general and administrative (G&A) expenses also increased from PLN 12.6 million in the same period a year ago to PLN 20.5 million (an increase of 63.2% y/y). A factor distorting year-on-year comparability is the recognition in the second quarter of 2026 of non-cash costs related to the Incentive Programme in the amount of PLN 3.5 million. Excluding Incentive Programme costs, in 2Q26 G&A expenses increased by 35.0% year-on-year. In 2Q26, the ratio of general management expenses (excluding PM expenses) to revenues decreased from 9.5% a year ago to 8.1%, which is in line with the Group's assumptions, which predict a decrease in this ratio by 2-3 p.p. on a 2-3 year basis from the 2025 level. In terms of operating results, EBITDA adjusted for restaurant costs generated before the opening of the restaurant and costs related to obtaining external financing in the second quarter of 2026 amounted to PLN 19.6 million and increased by 58.4% year-on-year. The adjusted EBITDA margin in the second quarter of 2026 was at a similar level as in the corresponding period a year ago - the result was distorted by the recognition of Incentive Programme costs, which reduced the margin by approximately 1.7 p.p. in 2Q26. Excluding the recognition of Incentive Programme costs, the adjusted EBITDA margin increased by 1.7 p.p. The structure of the Group's most important assets, capital and liabilities is as follows:
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 59 30.06.2026 % of balance sheet total 31.12.2025 % of balance sheet total 30.06.2025 % of balance sheet total ASSETS Property, plant and equipment 474,024 29.4% 397,786 35.3% 271,972 37.3% Right-of-use assets 555,168 34.5% 470,093 41.7% 277,272 38.0% Goodwill 22,654 1.4% 22,759 2.0% 22,878 3.1% Total non-current assets 1,097,807 68.2% 937,202 83.2% 608,956 83.4% Inventories 9,738 0.6% 10,394 0.9% 6,302 0.9% Trade and other receivables 33,602 2.1% 34,903 3.1% 15,438 2.1% Cash and cash equivalents 458,251 28.5% 131,445 11.7% 89,544 12.3% Total current assets 511,787 31.8% 189,848 16.8% 120,994 16.6% Total assets 1,609,594 100.0% 1,127,050 100.0% 729,950 100.0% EQUITY Total equity 846,096 52.6% 474,336 42.1% 322,336 44.2% LIABILITIES Loans and borrowings 42,291 2.6% 41,904 3.7% 41,861 5.7% Lease liabilities 500,819 31.1% 421,419 37.4% 246,795 33.8% Total non-current liabilities 554,808 34.5% 474,798 42.1% 298,204 40.9% Lease liabilities 83,964 5.2% 71,025 6.3% 43,643 6.0% Trade payables and other liabilities 124,487 7.7% 106,530 9.5% 65,482 9.0% Total current liabilities 208,690 13.0% 177,917 15.8% 109,410 15.0% Total liabilities 763,498 47.4% 652,715 57.9% 407,614 55.8% Total equity and liabilities 1,609,594 100.0% 1,127,050 100.0% 729,950 100.0% As at 30 June 2026, the Group's main assets were property, plant and equipment (mainly investments in its own restaurants) in the amount of PLN 474.0 million and right-of-use assets in the amount of PLN 555.2 million - primarily lease agreements for restaurants in which the Group operates. In addition, in connection with the completed IPO process, as at 30 June 2026, the Group had cash in the amount of PLN 458.3 million. Due to the nature of its operations, the Group maintains negative working capital. At the end of the reporting period, the sum of inventories and trade and other receivables was lower than the amount of trade payables and other liabilities. In terms of financing, the source of capital as at 30 June 2026 is primarily equity, which increased to PLN 846.1 million after the IPO. The Group also has PLN 42.3 million of bank loan liabilities and a total of PLN 584.8 million of lease liabilities.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 60 The Group's cash flow is as follows: 6 months ended 30.06.2026 6 months ended 30.06.2025 Cash flow from operating activities Profit/(Loss) before tax -53,312 -39,368 Adjustments: Depreciation and amortisation 56,675 31,688 Net foreign exchange (gains)/losses 1,652 -1,915 Interest 18,456 10,952 Incentive Programme Costs 3,541 0 Changes in working capital 8,230 2,961 Income tax paid -317 -278 Other adjustments -53 37 Cash generated from operating activities 34,872 4,077 Cash flow from investing activities Acquisition of property, plant and equipment -99,567 -65,247 Acquisition of intangible assets -2,498 -1,053 Other 1,546 42 Cash generated from investment activities -100,519 -66,258 Cash flow from financing activities Impact from the issue of shares 433,070 66,518 Change in credit status 0 42,571 Interest paid -1,284 -31 Lease payments -37,067 -19,810 Other, including unused credit line fees -2,368 -1,230 Cash generated from financial activities 392,350 88,018 Net change in cash and cash equivalents 326,703 25,838 In the period of 6 months ended 30 June 2026, the Group generated PLN 34.9 million in cash flows from operating activities compared to PLN 4.1 million in the same period a year ago. EBITDA to OCF conversion amounted to 124% in the first half of 2026, mainly due to the positive contribution of changes in working capital and the recognition of the non-cash cost of the Incentive Programme. Cash flow from investing activities increased in the period of 6 months ended 30 June 2026 to PLN 100.5 million from PLN 66.3 million a year ago due to a year-on-year increase in the number of restaurants opened from 13 to 22 in the period under review. In financial activities, in the period of 6 months ended 30 June 2026, the Group recorded PLN 433.1 million of net cash flow from the issue of shares, which contributed to generating PLN 392.4 million in financing activities and PLN 326.7 million in cash flow in total in the first half of 2026. As a result, as at 30 June 2026, the Group had a comfortable level of PLN 458.3 million in cash.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 61 4.2. Restaurant business results The main part of the Group's revenues and costs is generated in the restaurant business. The tables below present the results of the restaurant business: 3 months ended 30.06.2026 3 months ended 30.06.2025 Change Nominal value % of sales Nominal value % of sales Nominal value % of sales Restaurant sales 203,361 100.0% 126,469 100.0% 60.8% Costs of food products and materials -68,935 33.9% -43,930 34.7% 56.9% -0.8p.p. Costs of salaries and employee benefits -53,237 26.2% -33,716 26.7% 57.9% -0.5p.p. License (franchise) fees -9,263 4.6% -5,389 4.3% 71.9% +0.3p.p External services - marketing and advertising -8,524 4.2% -5,598 4.4% 52.3% -0.2p.p. Utility costs (energy, water, heating) -10,000 4.9% -6,195 4.9% 61.4% +0.0p.p Depreciation of right-of-use assets, -12,966 6.4% -7,229 5.7% 79.4% +0.7p.p Depreciation of property, plant and equipment, amortisation of intangible assets and impairment -15,870 7.8% -9,998 7.9% 58.7% -0.1p.p. Other costs -19,805 9.7% -13,448 10.6% 47.3% -0.9p.p. Total restaurant expenses -198,599 97.7% -125,502 99.2% 58.2% -1.6p.p. 6 months ended 30.06.2026 6 months ended 30.06.2025 Change Nominal value % of sales Nominal value % of sales Nominal value % of sales Restaurant sales 381,466 100.0% 232,433 100.0% 64.1% Costs of food products and materials -129,181 33.9% -80,438 34.6% 60.6% -0.7p.p. Costs of salaries and employee benefits -100,583 26.4% -65,750 28.3% 53.0% -1.9p.p. License (franchise) fees -16,969 4.4% -9,604 4.1% 76.7% +0.3p.p External services - marketing and advertising -15,925 4.2% -9,389 4.0% 69.6% +0.1p.p Utility costs (energy, water, heating) -19,478 5.1% -12,209 5.3% 59.5% -0.1p.p. Depreciation of right-of-use assets, -25,659 6.7% -13,623 5.9% 88.4% +0.9p.p Depreciation of property, plant and equipment, amortisation of intangible assets and impairment -30,061 7.9% -17,291 7.4% 73.9% +0.4p.p Other costs -37,683 9.9% -25,386 10.9% 48.4% -1.0p.p. Total restaurant expenses -375,539 98.4% -233,691 100.5% 60.7% -2.1p.p. In the period of 3 months ended 30 June 2026, restaurant sales grew faster than restaurant costs, which contributed positively to the increase in gross profit. In relation to sales, restaurant costs fell from 99.2% a year ago by 1.6 p.p. to 97.7% in 2Q26. This reflected operating leverage - relative to sales, the costs of food and materials decreased by 0.8 p.p. year-on-year due to improved purchasing conditions for these items and despite greater promotional activities, especially on the Romanian market. Wage and employee benefits costs and other costs also decreased year-on-year due to improvements in operational efficiency. Other costs, not classified in any category in the table above, grew more slowly than restaurant sales, contributing 0.9 p.p. to the year-on-year increase in the restaurant margin. A slightly higher level in relation to restaurant sales year-on-year was observed in depreciation of right-of- use assets, where the increase in the second quarter of 2026 was at the level of 0.7 p.p. - this is related to a higher share of restaurants, where sales have not yet reached the target level. In the period of 6 months ended 30 June 2026, restaurant sales also grew faster than restaurant costs. In relation to sales, restaurant costs fell from 100.5% a year ago by 2.1 p.p. to 98.4% in the first half of 2026. As in 2Q26, also in the entire first half of 2026, the improvement in operating efficiency in the area of costs of food and materials,
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 62 wages and employee benefits, and other costs contributed to the increase in the margin - in relation to restaurant sales, they decreased by 0.7 p.p., 1.9 p.p. and 1.0 p.p., respectively. The margin was slightly negatively affected by depreciation of right-of-use assets, which increased by 0.9 p.p. year-on-year in relation to restaurant sales in the 6 months of 2026.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 63 4.3. Results by segment Poland Czech Republic Romania Other activities Total 3 months ended 30.06.2026 3 months ended 30.06.202 5 Change % 3 months ended 30.06.202 6 3 months ended 30.06.202 5 Change % 3 months ended 30.06.202 6 3 months ended 30.06.202 5 Change % 3 months ended 30.06.202 6 3 months ended 30.06.202 5 Change % 3 months ended 30.06.2026 3 months ended 30.06.2025 Change % Restaurant sales 85,127 50,975 67.0% 49,087 26,363 86.2% 69,148 49,131 40.7% 0 0 n.m. 203,361 126,469 60.8% Sub-franchise revenue 2,582 2,210 16.8% 3,434 2,449 40.2% 121 1,116 -89.2% 0 0 n.m. 6,137 5,776 6.2% Total revenue 87,709 53,185 64.9% 52,521 28,812 82.3% 69,269 50,247 37.9% 0 0 n.m. 209,498 132,245 58.4% Restaurant expenses -80,001 -48,415 65.2% -49,491 -28,910 71.2% -69,106 -48,177 43.4% 0 0 n.m. -198,599 -125,503 58.2% Sub-franchise expenses -2,174 -1,140 90.7% -3,425 -2,487 37.7% -242 -1,339 -81.9% 0 0 n.m. -5,841 -4,966 17.6% Gross profit/(loss) 5,534 3,630 52.4% -396 -2,585 n.m. -80 731 n.m. 0 0 n.m. 5,058 1,777 184.7% General and administrative expenses -8,756 -6,538 33.9% -4,308 -2,547 69.1% -4,776 -2,352 103.1% -2,655 -1,124 136.2% -20,495 -12,561 63.2% Other operating activities -100 -43 n.m. 214 -243 n.m. -105 88 n.m. 0 0 n.m. 9 -197 n.m. Operating profit/(loss) -3,322 -2,950 n.m. -4,490 -5,375 n.m. -4,961 -1,532 n.m. -2,655 -1,124 n.m. -15,428 -10,981 n.m. Depreciation, amortisation and impairment -11,989 -6,912 73.5% -9,214 -5,400 70.6% -8,455 -5,440 55.4% -1 0 n.m. -29,659 -17,752 67.1% EBITDA 8,666 3,962 118.7% 4,724 25 n.m. 3,495 3,908 -10.6% -2,653 -1,124 n.m. 14,232 6,771 110.2% EBITDA margin 9.9% 7.4% 2.4 p.p. 9.0% 0.1% 8.9 p.p. 5.0% 7.8% -2.7 p.p. 6.8% 5.1% 1.7 p.p. Number of own restaurants** 73 48 52.1% 43 25 72.0% 65 40 62.5% 181 113 60.2% Number of sub-franchise restaurants** 44 45 -2.2% 42 41 2.4% 10 10 0.0% 96 96 0.0% * The Group defines EBITDA as profit (or loss) from continuing operations before tax, adjusted for depreciation of right-of-use assets, depreciation of property, plant and equipment, amortisation of intangible assets, impairment losses on financial assets, impairment losses on non-financial assets (presented as part of restaurant expenses), net finance income and costs. **Number of own/sub-franchise restaurants at the end of the period
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 64 Poland Czech Republic Romania Other activities Total 6 months ended 30.06.2026 6 months ended 30.06.2025 Change % 6 months ended 30.06.2026 6 months ended 30.06.2025 Change % 6 months ended 30.06.2026 6 months ended 30.06.2025 Change % 6 months ended 30.06.2026 6 months ended 30.06.2025 Change % 6 months ended 30.06.2026 6 months ended 30.06.2025 Change % Restaurant sales 158,963 94,389 68.4% 94,639 46,396 104.0% 127,864 91,649 39.5% 0 0 n.m. 381,466 232,433 64.1% Sub-franchise revenue 4,449 4,397 1.2% 4,045 4,026 0.5% 1,431 1,625 -11.9% 0 0 n.m. 9,925 10,048 -1.2% Total revenue 163,412 98,786 65.4% 98,684 50,422 95.7% 129,295 93,273 38.6% 0 0 n.m. 391,391 242,481 61.4% Restaurant expenses -150,360 -91,443 64.4% -96,200 -51,554 86.6% - 128,979 -90,694 42.2% 0 0 n.m. -375,539 -233,691 60.7% Sub-franchise expenses -4,358 -4,394 -0.8% -3,719 -3,671 1.3% -1,373 -1,553 -11.6% 0 0 n.m. -9,450 -9,618 -1.7% Gross profit/(loss) 8,693 2,949 194.8% -1,236 -4,803 -74.3% -1,056 1,026 n.m. 0 0 n.m. 6,402 -828 n.m. General and administrative expenses -16,102 -12,863 25.2% -7,303 -5,244 39.3% -7,911 -5,350 47.9% -3,721 -2,212 68.2% -35,037 -25,668 36.5% The remaining department. operational -197 65 n.m. 133 -426 n.m. -105 155 n.m. 0 0 n.m. -168 -206 n.m. Operating profit/(loss) -7,605 -9,849 n.m. -8,406 -10,473 n.m. -9,072 -4,169 n.m. -3,721 -2,212 n.m. -28,803 -26,703 n.m. Depreciation, amortisation and impairment -22,766 -12,905 76.4% -17,791 -9,015 97.4% -16,363 -10,009 63.5% -2 0 n.m. -56,922 -31,929 78.3% EBITDA 15,161 3,056 396.0% 9,386 -1,458 -743.5% 7,291 5,840 24.8% -3,719 -2,212 n.m. 28,119 5,226 438.0% EBITDA margin 9.3% 3.1% 6.2 p.p. 9.5% -2.9% 12.4 p.p. 5.6% 6.3% -0.6 p.p. 7.2% 2.2% 5.0 p.p. Number of own restaurants** 73 48 52.1% 43 25 72.0% 65 40 62.5% 181 113 60.2% Number of sub-franchise restaurants** 44 45 -2.2% 42 41 2.4% 10 10 0.0% 96 96 0.0% * The Group defines EBITDA as profit (or loss) from continuing operations before tax, adjusted for depreciation of right-of-use assets, depreciation of property, plant and equipment, amortisation of intangible assets, impairment losses on financial assets, impairment losses on non-financial assets (presented as part of restaurant expenses), net finance income and costs. **Number of own/sub-franchise restaurants at the end of the period
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 65 The Group's operating segment is the country in which the operations are conducted. The identification of operating segments within the Rex Concepts S.A. Group reflects the Group's organisational structure, the manner in which the Group is managed on a geographical basis, and the internal reporting regularly reviewed by the CODM. Each country in which the Group operates, namely Poland, the Czech Republic and Romania, constitutes a separate operating segment engaged in restaurant operations as well as franchise and marketing activities, and independently generates its own revenues, incurs its own costs and is assessed on the basis of specific performance indicators. The Group evaluates the results of operating segments mainly on the basis of a measure, which is the segment's revenues and EBITDA. EBITDA, as defined by the Management Board, is calculated as profit/(loss) from continuing operations before tax, adjusted for finance costs and finance income, impairment losses on non-financial and financial assets and depreciation. In the period of 3 months ended 30 June 2026, EBITDA increased year-on-year on the Polish and Czech markets. In both of these countries, EBITDA improved not only in nominal terms, but also in relation to revenues. In the Romanian market, EBITDA decreased by 10.6% year-on-year, and the EBITDA margin decreased by 2.7 p.p. year- on-year in the second quarter of 2026 - this is mainly related to a higher share of restaurants in the maturation phase that have not yet reached the target sales level, as well as weaker consumer sentiment in this market due to unfavourable macroeconomic factors. 5. Basic risks and threats for the remaining months of 2026 The operations of the Rex Concepts S.A. Capital Group are exposed to risks related to the macroeconomic environment, the specificity of the fast-food restaurant market, the implementation of the restaurant chain's development strategy, the structure of operating costs, the financing of operations and the performance of obligations arising from franchise agreements and brand development agreements. The following are the basic risks that, in the opinion of the Management Board, may affect the Group's operations, financial position, results and prospects in the remaining months of 2026. Risks related to the macroeconomic situation, consumer sentiment and the level of consumer spending The Group's results depend on the level of consumer spending on food service in the markets in which the Group operates, i.e. Poland, the Czech Republic and Romania. The economic downturn, the increase in the cost of living, persistent inflationary pressure, a decline in real disposable household income or a deterioration in consumer sentiment may lead to a reduction in the frequency of visits to restaurants and the average value of transactions. The Group mitigates this risk by operating in the fast-food restaurant segment (which has historically been more resilient to changes in macroeconomic factors than other segments, such as casual dining or fine dining), geographical diversification of operations, marketing activities and ongoing adjustment of the product and price offer to market conditions. Risk of competition in the fast-food market The fast-food restaurant market is characterised by a high level of competition, both from international restaurant chains and local food service operators, convenience stores, delivery concepts and other formats of ready-to-eat food sales. The intensification of competition may affect the level of sales, the need to increase marketing expenditures, price pressure and the availability of attractive locations. The Group counteracts this risk through the development of a chain of restaurants under the recognisable brands Burger King and Popeyes, marketing activities, development of sales channels and constant analysis of the results of individual locations and markets. Risks associated with Burger King and Popeyes brands and franchise agreements The Group's operations are significantly dependent on the ability to use the Burger King and Popeyes brands and on the performance of obligations arising from franchise agreements and brand development agreements.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 66 These agreements set out, among other things, operational standards, rules for running restaurants, quality requirements, investment obligations, rules for the use of trademarks, franchise and marketing fees, and conditions for the development of the chain. Violation of the essential provisions of these agreements, failure to implement the agreed development plans or failure to meet the required standards may lead to a reduction in the possibility of further development, the need to incur additional costs, and in extreme cases to the loss of the rights to operate or develop a restaurant under a given brand. The Management Board monitors the implementation of obligations arising from franchise agreements and brand development and conducts ongoing cooperation with franchisors. Risk of implementation of expansion plans and acquisition of locations The Group's strategy assumes further development of the restaurant chain, which requires identifying attractive locations, negotiating lease agreements, carrying out design and construction works, obtaining the required permits and ensuring adequate operating resources. Delays in the opening of new restaurants, increased investment costs, limited availability of attractive locations or lower-than-expected efficiency of new restaurants may have a negative impact on the Group's growth rate and financial results. The Group mitigates this risk through ongoing management of the location pipeline, control of capital expenditures, analysis of project profitability and phased launch of new restaurants in accordance with the adopted investment priorities. Risks associated with the maturation of new restaurants and achieving the assumed profitability Newly opened restaurants usually reach the target level of sales and profitability gradually, along with building location recognition, stabilising the team and optimising operational processes. In the initial period of operation, new restaurants may generate relatively higher operating costs, start-up costs and lower sales efficiency. If new restaurants perform below the assumptions made in the investment models, this may have a negative impact on the operating result, cash flow and return on investment incurred to launch them. As a consequence, this may result in the need to recognise impairment losses on assets. The Group monitors the performance of new locations and undertakes operational and marketing activities aimed at accelerating the achievement of the assumed efficiency. Risk of increased labour costs and employee availability The Group's operations require the employment of a significant number of restaurant employees and support staff. An increase in minimum wages, wage pressure, competition for employees, high turnover in the food service sector and difficulties in recruitment may lead to an increase in operating costs and a reduction in the efficiency of restaurant operations. The Group reduces this risk through recruitment and training activities, development of operational standards, planning of work schedules and monitoring the effectiveness of labour costs in relation to sales. Risk of rising prices of raw materials, food, packaging and energy The Group's profitability is sensitive to changes in the prices of foodstuffs, packaging, energy, logistics services and other operating costs. An increase in the prices of meat, poultry, bread, fats, vegetables, packaging or energy may lead to a deterioration in margins if the Group is not able to pass on the increase in costs to sales prices quickly or in full. The Group monitors the price level of key purchasing categories, conducts purchasing and negotiation activities with suppliers, and analyses the possibility of adjusting the product offer, prices and promotional activities to changing cost conditions. Supplier, logistics and continuity risks The Group's restaurant business is dependent on timely deliveries of food products, packaging, equipment, logistics services and other external services, including electricity supply or communication services. Supply chain
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 67 disruptions, quality issues, increased logistics costs, unavailability of certain products or difficulties on the part of suppliers may affect the continuity of sales, the quality of customer service and the financial results. The Group mitigates this risk by cooperating with approved suppliers, monitoring the quality and timeliness of deliveries, inventory planning and ongoing cooperation with franchisors in terms of quality and product requirements. Food safety, product quality, and reputational risks The Group operates in an industry where food safety, product quality, compliance with sanitary requirements and brand reputation are critical. Incidents related to food safety, foodborne illnesses, violations of sanitary standards, product quality or negative publicity can lead to a decline in sales, customer claims, administrative controls, penalties and a deterioration in the reputation of the Group and the brands under which the Group operates. The Group mitigates this risk by applying operational and quality standards specific to the Burger King and Popeyes brands, employee training, quality control procedures, and compliance with local sanitary and food regulations. Risks related to supply channels, aggregators and digital sales Part of the Group's sales is carried out through external operators of delivery platforms and digital order channels. A deterioration in the terms of cooperation with these entities, an increase in commissions, technological disruptions, limited availability of couriers or a decline in partners' service quality may have a negative impact on the level of sales, profitability and customer experience. The Group monitors sales results in supply and digital channels, analyses the cost-effectiveness of cooperation with operators and develops its own competences in the field of multi-channel sales management. Currency risk The Group operates in several jurisdictions and is exposed to changes in exchange rates, in particular in connection with operations in the Czech Republic and Romania, liabilities denominated in foreign currencies, leasing agreements and financing in currencies other than the functional currency of individual companies. Changes in exchange rates may affect the level of costs, financial result, value of liabilities and data presented in the consolidated financial statements. The Group monitors foreign exchange exposure and analyses the possibilities of reducing it, including through the natural adjustment of revenues and costs and the financing structure. Interest rate risk and financing costs The Group uses debt financing and has significant lease liabilities. An increase in interest rates may lead to an increase in debt service costs, affect finance costs and limit the availability of financing on terms acceptable to the Group. The Management Board monitors the level of debt, financing conditions, financial covenants and the impact of changes in interest rates on the Group's finance costs and cash flows. As at the date of the report, the Group does not identify circumstances indicating the loss of the ability to pay its liabilities on time, and this risk remains the subject of ongoing monitoring. Liquidity and availability of funding risk The implementation of the restaurant chain's development strategy requires capital expenditures and financing of current operating activities. Liquidity risk may increase in the event of lower-than-expected cash flows from operating activities, an increase in investment costs, delays in restaurant openings, deterioration of financing conditions or breach of loan agreements. In the first half of 2026, the Group's liquidity position was strengthened by proceeds from the issue of series C shares carried out as part of the initial public offering, and the Group monitors available cash, the maturity schedule of liabilities and the fulfilment of financing conditions. The Group uses bank financing, which is why it monitors the fulfilment of financial covenants and the availability of unused credit limits.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 68 Tax and regulatory risk The Group operates in Poland, the Czech Republic and Romania, which entails compliance with tax regulations, labour law, food law, sanitary regulations, regulations on consumer protection, personal data protection, advertising, environmental protection and obligations applicable to public companies. Changes in regulations, different interpretations of authorities, tax or administrative audits and an increase in public law burdens may affect the Group's operating costs, profitability and organisational obligations. The Group mitigates this risk by monitoring regulatory changes on an ongoing basis, working with external advisors and developing internal compliance procedures. IT, cybersecurity, and business continuity risks The Group's operations are supported by IT systems supporting, among other things, sales, payment processing, reporting, logistics, restaurant management and communication with external partners. System failures, cyberattacks, data breaches, errors by technology providers or disruptions to IT infrastructure may lead to business interruptions, data loss, corrective costs, regulatory liability and reputational damage. The Group monitors the security and availability of systems, cooperates with IT service providers and develops procedures to mitigate the risk of operational disruptions. Risk associated with sub-franchisees The Group generates a part of the revenues from sub-franchise activities, but does not exercise full operational and financial control over the activities of sub-franchisees. Sub-franchisees' actions that do not comply with brand standards, deterioration in service quality, late payments, lack of continuation of cooperation or failure to meet development requirements may affect the Group's results, brand reputation and relations with franchisors. The Group reduces this risk by monitoring cooperation with sub-franchisees, applying operational standards and ongoing analysis of the quality and results of sub-franchise activities. 6. Changes in the Group's structure In the first half of 2026, there were no changes in the Group's organisational structure, including, in particular, no mergers, acquisitions or loss of control over subsidiaries, or significant changes in consolidation. The Group continued its operational activities in the current structure, including companies operating on the markets of Poland, the Czech Republic and Romania. In the analysed period, there were also no events related to restructuring, division or cessation of operations that would have a material impact on the structure of the Group or the scope of the Condensed Interim Consolidated Financial Statements. 7. Related Transaction Information In the first half of 2026, the Group carried out transactions with related parties as part of its ordinary operating activities. In the analysed period, the Group did not enter into transactions with related parties on terms other than market conditions. Information on transactions with related parties is disclosed in Note 28 of the Condensed Interim Consolidated Financial Statements. 8. Information on the implementation of financial forecasts The Group did not publish financial forecasts regarding the results for 2026. Therefore, the Management Board does not present a position on the possibility of implementing the forecasts of results. The net proceeds from the issue of series C shares are used in accordance with the objectives of the issue indicated in the prospectus, primarily to finance the development of the restaurant chain. In the reporting period, the Group's capital expenditures amounted to PLN 102,066 thousand. As at 30 June 2026, the unused part of the proceeds from the offering remained in cash and cash equivalents.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 69 9. Shareholding structure (shareholders holding at least 5% of the total number of votes) As at the date of publication of this half-yearly report, the shareholders holding at least 5% of the total number of votes in Rex Concepts S.A. were the entities presented in the list below. Shareholder Number of shares % of share capital Number of votes % of total votes Rex Invest CEE S.à r.l. 63,233,555 66.04% 63,233,555 66.04% Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. 9,955,555 10.40% 9,955,555 10.40% Others 22,560,573 23.56% 22,560,573 23.56% Total 95,749,683 100.00% 95,749,683 100.00% Until the date of the Company's debut on the regulated market, i.e. until 7 May 2026, the only shareholder of the Company holding 100% of the shares and votes was Rex Invest CEE S.à r.l. Changes in the Company's shareholding structure occurred in connection with the initial public offering of the Company's shares, admission of the Company's shares to trading on the regulated market and stabilisation activities. The above list presents the shareholding structure as at the date of publication of this report and includes 516,128 series D shares acquired by Rex Invest CEE S.à r.l., the issue of which was registered by the registry court on 1 September 2026. The Company's share capital as at this date amounts to 95,749,683 shares. From the date of publication of the report for the first quarter of 2026 to the date of publication of this half-yearly report, there was a change in the ownership structure of significant blocks of shares of the Company. The number of shares held by Rex Invest CEE S.à r.l. increased by 3,555,555 shares, from 59,678,000 to 63,233,555 shares. This change was related to the settlement of stabilisation measures after the initial public offering and the issue of series D shares. The number of shares held by Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. did not change, and the decrease in the percentage share from 10.45% to 10.40% resulted from an increase in the total number of shares of the Company. Because the share capital increase occurred after the reporting date, the above data differ from the data presented in Note 20.1 of the condensed interim consolidated financial statements, which presents the share capital as at 30 June 2026, i.e. 95,233,555 shares, including 62,717,427 shares held by Rex Invest CEE S.à r.l. The issue of series D shares was described as an event after the end of the reporting period in Note 33.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 70 10. Information on the holding of shares by members of the Management Board and the Supervisory Board As at the date of publication of this semi-annual report, the members of the Management Board and the Supervisory Board of the Company held the Company's shares or the right to purchase them in the number indicated in the list below. Until the date of the Company's debut on the regulated market, the ownership structure of the Company's shares was subject to changes in connection with the conduct of the public offering. Name and surname Feature Action Type Number of shares (units) as at the date of publication of the report Number of shares (units) as at the date of submission of the previous report Małgorzata Kloka Member of the Management Board Ordinary, unprivileged 31,034 31,034 Olgierd Danielewicz President of the Management Board Ordinary, unprivileged 14,000 11,000 Jerzy Tymofiejew Member of the Management Board Ordinary, unprivileged 5,000 5,000 Bartosz Szuas Member of the Management Board Ordinary, unprivileged 2,800 2,800 Adam Putyra Member of the Supervisory Board Ordinary, unprivileged 2,000 2,000 Peter Kaineder Member of the Management Board Ordinary, unprivileged 1,825 0 Irmina Kochman Member of the Management Board Ordinary, unprivileged 610 610 After the reporting date, on 10 August 2026, agreements for participation in the Incentive Programme were concluded and subscription warrants were granted. Detailed rules of the Incentive Programme are described in Note 29 of the Condensed Interim Report for the period of 6 months ended 30 June 2026. The table below shows the warrants held by members of the Company's Management Board.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 71 Number of warrants granted as at the date of reporting, including: Name and surname Feature IPO Pool Post-IPO Pool Total Olgierd Danielewicz President of the Management Board 287,249 957,497 1,244,746 Peter Kaineder Member of the Management Board 287,249 957,497 1,244,746 Jerzy Tymofiejew Member of the Management Board 95,750 359,061 454,811 Bartosz Szuas Member of the Management Board 40,694 167,562 208,256 Małgorzata Kloka Member of the Management Board 28,725 167,562 196,287 Irmina Kochman Member of the Management Board 40,694 167,562 208,256 The other members of the Management Board and the Supervisory Board did not hold the Company's shares or the right to purchase them. In addition, a person closely associated with Mr. Henry McGovern, Chairman of the Supervisory Board, and a person closely associated with Mr. Steven Kent Winegar Clark, Member of the Supervisory Board, are persons who exercise appropriate control at the highest level and are a significant investor in Rex Invest CEE S.à r.l., which as at the date of publication of this report held 63,233,555 shares of the Company. 11. Description of Significant Legal Proceedings In the first half of 2026, neither the Parent Company nor its subsidiaries were parties to any material court, arbitration or administrative proceedings concerning liabilities or receivables, the outcome of which could have a material impact on the Group's financial position. 12. Information on sureties and guarantees granted In the first half of 2026, neither the Parent Company nor its subsidiaries granted any sureties or guarantees in respect of credit facilities or loans to entities outside the Group. 13. Other Relevant Information Apart from the information presented in the other parts of this half-year report, the Management Board did not identify any other material circumstances that could materially affect the assessment of the Group's property, financial position, financial result or ability to settle its liabilities in the first half of 2026. 14. Factors that may affect results in the next half of 2026 The Group's results in the next six months may be influenced in particular by market and macroeconomic factors occurring in the markets in which the Group operates, including the level of consumption, the development of prices of food raw materials, and energy and labour costs. Geopolitical developments may also influence the Group's results in the second half of the year - as at the date of this report, the Group does not identify an increased impact of the ongoing armed conflict in the Middle East on its operations or on the level of food costs incurred by the Group, but it cannot rule out that a further escalation or prolonged duration of this conflict may indirectly affect global and regional food markets - including through an increase in the prices of raw materials necessary for food production, in particular fertilisers and fuel - which in turn may translate into an increase in wholesale food prices in the CEE region, and thus an increase in the Group's
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 72 operating costs. It cannot be ruled out that other geopolitical events, including the protracted armed conflict in Ukraine, may have an indirect impact on the Group's operating costs. The pace of further development of the restaurant chain, the effectiveness of operational and cost activities, as well as the reaction of consumers to the product offer and pricing actions taken by the Group may also be of significant importance for operating results. In particular, the results of the second half of 2026 will be influenced by the pace of maturation of restaurants opened in 2025-2026, which constitute a significant part of the chain and have not yet reached the target level of sales, as well as the level of restaurant costs incurred before the opening of restaurants planned to open in this period. The results of the Romanian segment may be additionally influenced by the pace of improvement in the profitability of this market. The Group's results may also be affected by regulatory, administrative and exchange-rate factors related to operations outside Poland.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 73 SEMI-ANNUAL FINANCIAL INFORMATION FOR THE PERIOD OF 6 MONTHS ENDED 30 JUNE 2026 Separate statement of profit or loss 6 months ended 3 months ended 30.06.2026 (unaudited, reviewed) 30.06.2025 (unaudited, not reviewed) 30.06.2026 (unaudited, not reviewed) 30.06.2025 (unaudited, not reviewed) Revenue from the sale of services 0 0 0 0 Total revenue 0 0 0 0 Selling expenses 0 0 0 0 Gross profit/(loss) 0 0 0 0 General and administrative expenses -3,721 -2,212 -2,655 -1,124 Impairment losses on financial assets 0 0 0 0 Impairment losses on non-financial assets 0 0 0 0 Other income and expenses 0 0 0 0 Finance income 1,663 0 1,663 0 Finance costs -4,015 -125 -3,399 -386 Loss before income tax -6,073 -2,337 -4,391 -1,510 Income tax 0 0 0 0 Net loss for the period -6,073 -2,337 -4,391 -1,510 Attributable to: Shareholders of Rex Concepts S.A. -6,073 -2,337 -4,391 -1,510 Basic/diluted loss per share attributable to shareholders of Rex Concepts S.A. (PLN) -0.08 -0.04 -0.05 -0.02
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 74 Separate statement of comprehensive income 6 months ended 3 months ended 30.06.2026 (unaudited, reviewed) 30.06.2025 (unaudited, not reviewed) 30.06.2026 (unaudited, not reviewed) 30.06.2025 (unaudited, not reviewed) Loss for the period -6,073 -2,337 -4,391 -1,510 Other comprehensive income that is reclassified to profit or loss in subsequent periods 0 0 0 0 Other comprehensive income for the period 0 0 0 0 Total comprehensive income for the period -6,073 -2,337 -4,391 -1,510
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 75 Separate statement of financial position 30.06.2026 (unaudited, reviewed) 31.12.2025 (audited) ASSETS Property, plant and equipment 17 19 Long-term investments 639,804 637,068 Other assets 75 75 Total non-current assets 639,897 637,163 Trade and other receivables 2,272 745 Loans granted 15,210 0 Other current assets 1,489 6,481 Cash and cash equivalents 434,187 26,287 Total current assets 453,158 33,513 Total assets 1,093,055 670,676 EQUITY Share capital 95,234 63,234 Supplementary capital 957,258 565,380 Accumulated losses -10,806 -4,733 Reserve capital under the IFRS 2 incentive programme 3,541 0 Total equity 1,045,227 623,881 LIABILITIES Loans and borrowings 42,291 41,904 Total non-current liabilities 42,291 41,904 Trade payables and other liabilities 5,492 4,891 Current income tax liabilities 46 0 Total current liabilities 5,538 4,891 Total liabilities 47,828 46,794 Total equity and liabilities 1,093,055 670,676
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 76 Separate statement of changes in equity Share capital Unregistered share capital Supplementary capital Reserve capital under the IFRS 2 incentive programme Accumulated losses Total equity attributable to the shareholders of Rex Concepts S.A. Equity as of 1 January 2025 100 39,176 352,580 0 -228 391,628 Net profit/(loss) 0 0 0 0 -2,337 -2,337 Other comprehensive income 0 0 0 0 0 0 Total comprehensive income for the period 0 0 0 0 -2,337 -2,337 Registration of the share capital increase (in-kind contribution) 39,176 -39,176 0 0 0 0 Capital increase – change in nominal value 6,677 0 59,842 0 0 66,518 Equity as of 30 June 2025 45,953 0 412,422 0 -2,565 455,809 Equity as of 1 January 2026 63,234 0 565,380 0 -4,733 623,881 Net profit/(loss) 0 0 0 0 -6,073 -6,073 Other comprehensive income 0 0 0 0 0 0 Total comprehensive income for the financial period 0 0 0 0 -6,073 -6,073 Capital increase – IPO related series C shares issue 32,000 0 416,000 0 0 448,000 Equity-settled share-based payment 0 0 0 3,541 0 3,541 Settlement of IPO costs recognised in equity 0 0 -24,122 0 0 -24,122 Equity as of 30 June 2026 95,234 0 957,258 3,541 -10,806 1,045,227
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 77 Separate Statement of Cash Flows 6 months ended 3 months ended 30.06.2026 (unaudited, reviewed) 30.06.2025 (unaudited, not reviewed) 30.06.2026 (unaudited, not reviewed) 30.06.2025 (unaudited, not reviewed) Cash flows from operating activities Profit/(Loss) before tax -6,073 -2,337 -4,391 -1,510 Adjustments: Depreciation and amortisation 2 2 0 Net foreign exchange (gains)/losses 244 188 362 188 Interest 1,109 31 470 31 Share-based payment expense 805 0 805 0 Other adjustments -63 -63 0 Cash flows from operating activities before changes in working capital -3,976 -2,117 -2,815 -1,290 Changes in working capital: 0 0 Change in trade and other receivables -1,527 -346 -1,373 -160 Change in other assets -3,323 -523 -586 -507 Change in liabilities, except for financial liabilities 647 1,561 109 253 Change in provisions 0 0 0 Cash generated from operating activities -8,179 -1,425 -4,665 -1,704 Income tax paid 0 0 0 0 Net cash from operating activities -8,179 -1,425 -4,665 -1,704 Cash flows from investing activities Acquisition of property, plant and equipment 0 0 0 0 Outflow from loans -14,840 -14,840 0 Interest on the funds from the issue less bank tax 1,491 1,491 0 Net cash used in investing activities -13,349 0 -13,349 0 Cash flows from financing activities Proceeds from the issue of series C shares less deducted issue costs 433,070 0 433,070 0 Proceeds from contributions to share capital and supplementary capital 0 66,518 0 0 Expenses related to the recapitalisation of subsidiaries 0 -66,477 0 301 Proceeds from loans taken out 0 3,193 0 3,193 Proceeds from external financing (bank loan) 0 42,571 0 42,571 Payment of interest on a bank loan -1,284 -31 -645 -31 Other finance costs, including commitment fees on the undrawn credit line and loan arrangement fee -2,368 -1,230 -2,245 -1,230 Net cash from financing activities 429,418 44,545 430,180 44,804 Net change in cash and cash equivalents 407,890 43,120 412,165 43,100 Net increase/(decrease) in cash and cash equivalents, including: 407,900 42,961 411,781 42,942 - effect of foreign exchange differences on cash and cash equivalents 10 -158 -315 -158 Cash and cash equivalents at the beginning of the period 26,287 100 22,406 119 Cash and cash equivalents at the end of the reporting period, including: 434,187 43,061 434,187 43,061 - restricted cash and cash equivalents 0 0 0 0
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 78 Explanatory information to the semi-annual financial information 1. Basis for the preparation of condensed interim separate financial statements These condensed interim separate financial statements have been prepared in accordance with the requirements of IAS 34 Interim Financial Reporting approved by the European Union. The condensed interim separate financial statements do not contain all the information and disclosures required for the annual financial statements and should be read together with the separate financial statements of Rex Concepts S.A. for the year ended 31 December 2025, approved for publication on 27 May 2026. These semi-annual condensed separate financial statements have been included in the consolidated semi-annual report of Rex Concepts S.A. as the Parent Company of the Rex Concepts S.A. Capital Group. 2. Accounting principles The accounting principles applied in the preparation of these condensed interim separate financial statements are consistent with the principles applied in the preparation of the separate financial statements of Rex Concepts S.A. for the year ended 31 December 2025. In the six months ended 30 June 2026, there were no changes to the accounting policies applied. 3. Significant estimates and judgements The preparation of condensed interim separate financial statements requires the Management Board to make estimates and make assumptions affecting the presented values of assets, liabilities, revenues and expenses. Actual results may differ from the adopted estimates. The material estimates and judgements used in the preparation of these condensed interim separate financial statements were consistent with those used in the preparation of the separate financial statements for the year ended 31 December 2025. As at 30 June 2026, the Company assessed indications of impairment of investments in subsidiaries, taking into account, in particular, their financial and operating results, the implementation of approved plans, changes in the business model, restructurings and changes in market, regulatory and macroeconomic conditions. On the basis of the assessment, the Company did not identify any indications requiring estimation of the recoverable amount of investments in subsidiaries as at 30 June 2026. As a consequence, full impairment tests of these investments were not carried out.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 79 4. Long-term investments - investments in subsidiaries Investments in subsidiaries are recognised in the separate financial statements of Rex Concepts S.A. by cost, in accordance with the accounting principles described in the separate financial statements for the year ended 31 December 2025. As at 30 June 2026 and 31 December 2025, the Company holds interests in the following subsidiaries: Subsidiary name Country Restaurant brand Creation Date Shares held by the Company % Carrying amount of the investment 30.06.2026 31.12.2025 Rex Concepts BK Poland S.A. Poland Burger King 31.08.2022* 100 170,373 169,856 Rex Concepts PLK Poland Sp. z o.o. Poland Popeyes 26.09.2022 100 128,353 127,755 Rex Concepts BK Czech s.r.o. Czech Republic Burger King 03.10.2022 100 115,101 114,730 Rex Concepts PLK Czech s.r.o. Czech Republic Popeyes 03.10.2022 100 63,881 63,608 Rex Concepts BK Romiania s.r.l. Romania Burger King 22.09.2022 100 104,921 104,317 Rex Concepts PLK Romania s.r.l. Romania Popeyes 21.08.2023** 100 57,176 56,803 639,804 637,068 * Acquisition of BK SEE Poland S.A. by Rex Invest CEE S.à r.l. from Burger King SEE SA/NV. ** Acquisition of Sterling Global S.R.L. by Rex Invest CEE S.à r.l. from Sterling Cruise s.r.l., kafsinkaf s.r.l., Punta Ala s.r.l. and Mr Levent Kirman. (i) Long-term incentive programme In the period of 6 months ended 30 June 2026, the Company increased the carrying amount of investments in subsidiaries by PLN 2,735 thousand in connection with the long-term LTIP incentive programme, as described in Note 8 of this half-year financial information. The LTIP programme is settled in equity instruments of Rex Concepts S.A., with some programme participants providing services to subsidiaries. With respect to this part of the programme, the Company recognised the value of services received by subsidiaries as an increase in the value of investments in these entities, with a corresponding increase in equity, in accordance with IFRS 2 on group share-based payment arrangements. (ii) Recapitalisation of subsidiaries in connection with the implementation of the restaurant chain development strategy After the reporting date, Rex Concepts S.A., as the sole shareholder or partner, carried out activities aimed at recapitalising subsidiaries operating in Poland, the Czech Republic and Romania. The recapitalisation was carried out in connection with the implementation of the restaurant chain's development strategy and the use of part of the funds obtained from the initial public offering of shares in Rex Concepts S.A. These activities were also related to the implementation of the arrangements resulting from the annex of 14 April 2026 to the franchise and brand development agreements (MFDA), concluded in connection with the initial public offering of the Company's shares.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 80 Subsidiary Amount in PLN thousand Date of the resolution on recapitalisation Rex Concepts BK Poland S.A. 30 June 2026 share capital 2,144 Supplementary capital 19,290 Rex Concepts PLK Poland Sp. z o.o. 1 July 2026 share capital 2,144 Supplementary capital 19,290 Rex Concepts BK Czech s.r.o. 2 July 2026 share capital 0 Supplementary capital 21,435 Rex Concepts PLK Czech s.r.o. 2 July 2026 share capital 0 Supplementary capital 21,435 Rex Concepts BK Romania s.r.l. 7 July 2026 share capital 21,435 Supplementary capital 0 Rex Concepts PLK Romania s.r.l. 7 July 2026 share capital 21,435 Supplementary capital 0 Total 128,608 The total value of funds transferred to the six subsidiaries amounted to PLN 128,608 thousand, i.e. PLN 21,434.5 thousand for each subsidiary. The funds were allocated for the increase of share capital or for supplementary capital, in accordance with the legal regulations in force in individual jurisdictions and the content of adopted resolutions and concluded agreements. As at 30 June 2026, the Company did not recognise the above recapitalisation in the value of investments in subsidiaries, as the transfer of funds and the fulfilment of the recognition conditions took place after the reporting date. The transferred funds will increase the value of the Company's exposure to subsidiaries in the period in which the recognition criteria are met. 5. Impairment of investments in subsidiaries As at 30 June 2026, the Company analysed the impairment of investments in subsidiaries in accordance with IAS 36 Impairment of Assets. The analysis included, in particular, the financial results of the subsidiaries for the period of 6 months ended 30 June 2026, current financial forecasts, business development plans and the market environment in which individual entities operate. As a result of the analysis, the Company identified indications of impairment in relation to selected investments in subsidiaries that are at the stage of business development and have not yet achieved sustainable profitability at the level of net profit. In the opinion of the Management Board, due to the stage of development of these entities, the history of losses incurred and the update of financial forecasts as at 30 June 2026, it was justified to conduct impairment tests of these investments. Accordingly, the Company performed impairment tests of investments in subsidiaries for those entities for which indicators of impairment were identified. The tests covered the same investments for which impairment tests were carried out as at 31 December 2025. The recoverable amount of individual investments was determined as fair value less disposal costs, estimated using the income method, based on updated cash flow forecasts. The forecasts took into account the Management Board's current expectations regarding future operating results, the pace of business development, the level of margins, capital expenditures and market-specific risks.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 81 (i) Key assumptions made in the impairment tests of investments in subsidiaries Recoverable amount was defined as fair value, less costs to sell (estimated as 1% of the value of the business), determined on the basis of the projected cash flows of the subsidiaries discounted at appropriate discount rates, taking into account current market conditions and the specifics of the entities' operations on the basis of the cash flow forecast based on the Annual Operating Plan for the financial year 2026 and plans for the next eight years (total plan for 2026-2034, a total of nine years), taking into account the limitations resulting from the requirements of IAS 36. The main assumptions made to determine fair value are as follows: a discount rate based on the weighted average cost of capital and reflecting the current market assessment of the value of money over time and the risk associated with the object of business, average increase in sales revenues during the forecast period, increase in cost of sales (COGS), growth rate after the forecast period. The main assumptions made in the impairment tests for the calculation of fair value as at 31 December 2025: Discount rate Average sales revenue growth over the forecast period Growth rate after the forecast period Rex Concepts BK Poland S.A. 8.44% 27.74% 2.67% Rex Concepts BK Czech s.r.o. 7.59% 18.85% 2.07% Rex Concepts PLK Czech s.r.o. 7.59% 23.56% 2.07% Rex Concepts BK Romania s.r.l. 10.54% 24.19% 2.92% After a detailed forecast period of nine consecutive years, a long-term growth rate was assumed to reflect the realistic, long-term growth rate of the industry in each market, taking into account the limitations of IAS 36. The discount rates used are after-tax rates and have been determined separately for each subsidiary, based on the country-specific weighted average cost of capital (WACC) and the entity's risk profile. All cash flow projections were prepared in the functional currencies of individual subsidiaries (PLN, CZK, RON) and discounted using the discount rates applicable to these currencies. The model assumptions reflect, among other things, inflation risks, cost pressures and the pace of further business development. (ii) Sensitivity analysis The Company conducted a sensitivity analysis for the impairment tests carried out. The sensitivity analysis included verification of the impact of changes in the following factors, assuming that the remaining factors remain unchanged: the discount rate used, growth rate after the forecast period, increase in cost of sales (COGS).
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 82 The results of the sensitivity analysis are as follows: Changing the basic assumptions Decrease/(increase) in the amount of impairment loss in the reporting period Rex Concepts BK Poland S.A. Discount rate after tax -5% of the base value 0 -10% of the base value 0 +5% of the base value 0 +10% of the base value 0 Growth rate after the forecast period -5% of the base value 0 -10% of the base value 0 +5% of the base value 0 +10% of the base value 0 Rex Concepts BK Czech s.r.o. Discount rate after tax -5% of the base value 0 -10% of the base value 0 +5% of the base value 11,504 +10% of the base value 22,189 Growth rate after the forecast period -5% of the base value 1,816 -10% of the base value 4,331 +5% of the base value 0 +10% of the base value 0 Rex Concepts PLK Czech s.r.o. Discount rate after tax -5% of the base value 0 -10% of the base value 0 +5% of the base value 0 +10% of the base value 0 Growth rate after the forecast period -5% of the base value 0 -10% of the base value 0 +5% of the base value 0 +10% of the base value 0 Rex Concepts BK Romania s.r.l. Discount rate after tax -5% of the base value 0 -10% of the base value 0 +5% of the base value 0 +10% of the base value 0 Growth rate after the forecast period -5% of the base value 0 -10% of the base value 0 +5% of the base value 0 +10% of the base value 0
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 83 In addition, as part of the sensitivity analysis, the Company analysed the scenario of an increase in the cost of sales (COGS) and the discount rate as key assumptions, as it was assumed that a reasonably possible change in these assumptions may result in impairment for shares in related entities for which the Company conducted impairment tests as at 30 June 2026: Changing the basic assumptions Discount rate level at which carrying amount is equal to recoverable amount Increase in cost of sale (COGS) where carrying amount is equal to recoverable amount* Rex Concepts BK Poland S.A. 12.67% 3.55% Rex Concepts BK Czech s.r.o. 7.62% 0.03% Rex Concepts PLK Czech s.r.o. 25.02% 10.46% Rex Concepts BK Romania s.r.l. 19.13% 4.55% * In some cases, this change would primarily affect the residual value, the carrying amount would be equal to the recoverable amount, and an increase above this amount would mean the need to make impairment losses. 6. Equity 6.1. Share capital The share capital structure and shareholder structure of Rex Concepts S.A. as at 30 June 2026 is as follows: Shareholder Number of shares % of share capital Number of votes % of total votes Rex Invest CEE S.a.r.l. 62,717,427 65.86% 62,717,427 65.86% Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. 9,955,555 10.45% 9,955,555 10.45% Others 22,560,573 23.69% 22,560,573 23.69% Total 95,233,555 100.00% 95,233,555 100.00% As at 31 December 2025, the share capital of Rex Concepts S.A. amounted to PLN 63,233,555 and was divided into 63,233,555 ordinary shares with a nominal value of PLN 1.00 each. On 7 May 2026, the shares of Rex Concepts S.A. debuted on the regulated market operated by the Warsaw Stock Exchange. As part of the initial public offering, the Company issued 32,000,000 series C ordinary bearer shares with a nominal value of PLN 1.00 each. The issue price of one series C share was PLN 14.00, and the total gross proceeds from the issue of series C shares amounted to PLN 448,000 thousand. On 12 June 2026, the competent registry court registered an increase in the Company's share capital in connection with the issue of series C shares. After the registration of the increase, the share capital of Rex Concepts S.A. amounts to PLN 95,233,555 and is divided into 95,233,555 ordinary shares with a nominal value of PLN 1.00 each. On 29 June 2026, series C shares were registered with the National Depository for Securities. As at 30 June 2026, all shares of Rex Concepts S.A. were ordinary, non-preferred shares and gave the right to one vote at the General Meeting of the Company. Rex Concepts S.A. did not declare or pay dividends to its shareholders in the period of 6 months ended 30 June 2026 or in the comparative period.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 84 6.2. Settlement of the initial public offering and the costs of the issue of series C shares On 7 May 2026, the shares of Rex Concepts S.A. debuted on the regulated market operated by the Warsaw Stock Exchange. Detailed disclosures regarding the settlement of the initial public offering and the costs of the issue of series C shares are presented in Note 20.2 of the Condensed Interim Consolidated Financial Statements for the period of 6 months ended 30 June 2026. In the separate statement of cash flows, the proceeds from the issue of series C shares were presented in financial activities in the amount actually received by the Company, i.e. after deducting the costs of the issue. 6.3. Supplementary capital The balance of the Supplementary Capital as at 30 June 2026 consists of the surplus of the value of the in-kind contribution over the nominal value of the issued shares, resulting from legal documents. The supplementary capital balance as at 30 June 2026 consisted mainly of: excess of the value of the in-kind contribution made to the Company over the nominal value of the issued series B shares, the surplus of funds contributed by the shareholder as part of the capital increase in 2025 over the nominal value of the shares, excess of the issue price of series C shares over their nominal value, reduced by costs directly related to the issue of series C shares. In the period of 6 months ended 30 June 2026, the supplementary capital was increased by the excess of the issue price of series C shares over their nominal value in the amount of PLN 416,000 thousand and reduced by costs directly related to the issue of series C shares in the amount of PLN 24,122 thousand. 6.4. Reserve capital under the IFRS 2 incentive programme In the period of 6 months ended 30 June 2026, the Company commenced recognition of a Long-Term Incentive Programme ("LTIP") settled in equity instruments in accordance with IFRS 2 Share-based Payment. In connection with the implementation of the programme, as at 30 June 2026, the Company recognised the reserve capital under the IFRS 2 incentive programme in the amount of PLN 3,541 thousand. This capital corresponds to the value of services received from programme participants in the period from the date of commencement of the provision of services, i.e. from 4 May 2026, to 30 June 2026. Of the total amount included in the reserve capital: PLN 805 thousand corresponds to services provided directly to Rex Concepts S.A. and was recognised as a cost of the period; PLN 2,736 thousand corresponds to services provided by programme participants to subsidiaries and was recognised as an increase in the value of investments in these entities. As at 30 June 2026, individual agreements with programme participants have not yet been concluded. These agreements were signed on 10 August 2026, which the Management Board considered to be the grant date within the meaning of IFRS 2. The period of provision of services related to the programme began before the grant date, i.e. 4 May 2026, therefore the effects of the programme were also recognised in the period ended 30 June 2026. A detailed description of the LTIP programme, including the adopted vesting conditions, the valuation rules and the manner of recognising the programme in the separate financial statements, is presented in Note 8 of this Information.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 85 7. Financial liabilities - bank loans The basic parameters of the loan are presented in the table below: Tranche Available amount (contract currency) Available amount (PLN thousand) Amount used (contract currency) Amount used (PLN thousand) Interest rate Maturity EUR EUR 15,000 thousand 64,445 EUR 5,000 thousand 21,482 variables (EURIBOR + margin) 13.06.2028 PLN PLN 64,350 thousand 64,350 PLN 21,450 thousand 21,450 variables (WIBOR + margin) 13.06.2028 As at 30 June 2026, the total amount of the unused credit limit, excluding expired Top-up Facilities, was EUR 10,000 thousand and PLN 42,900 thousand. Detailed disclosures regarding the bank loan were made in Note 21 of the Condensed Interim Consolidated Financial Statements for the period of 6 months ended 30 June 2026. 8. Share-based incentive programme On 7 April 2026, the Extraordinary General Meeting of Rex Concepts S.A. adopted the Long-Term Incentive Programme ("LTIP"), the aim of which is to bind key management staff to the Group in the long term and to increase the alignment of the interests of programme participants with the interests of shareholders. The programme provides for the granting of subscription warrants entitling to subscribe for ordinary shares of Rex Concepts S.A. at the strike price specified in the LTIP Regulations. The programme has been classified as a share-based payment programme settled with equity instruments in accordance with IFRS 2 Share-based Payment. Detailed disclosures regarding the Company's share-based incentive programme are presented in Note 29 of the Condensed Interim Consolidated Financial Statements for the period of 6 months ended 30 June 2026. Rex Concepts S.A. is an entity obliged to issue its own capital instruments under the LTIP programme, while the programme participants provide services both directly to the Company and to its subsidiaries. With respect to services received directly by Rex Concepts S.A., the Company recognises the cost of employee benefits or services, with a corresponding increase in the reserve capital under the IFRS 2 incentive programme. To the extent that the programme participants provide services to subsidiaries, the value of these benefits is recognised by the Company as an increase in the value of investments in the relevant subsidiaries, with a corresponding increase in the reserve capital under the IFRS 2 incentive programme. In the period of 6 months ended 30 June 2026, the Company recognised the following under the LTIP programme: 6 months ended 30.06.2026 Cost of services received directly by Rex Concepts S.A. 805 Increase in the value of investments in subsidiaries 2,736 Total value of benefits attributed to the Company 3,541 The total amount of PLN 3,541 thousand was recognised as an increase in the reserve capital under the IFRS 2 incentive programme. Of this amount, PLN 805 thousand was charged to the Company's financial result, while PLN 2,736 thousand increased the value of investments in subsidiaries. The recognition of the programme was not associated with cash outflows in the reporting period.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 86 9. Loss per share On 15 December 2025, the Extraordinary General Meeting of the Company adopted a resolution to reduce the nominal value of the shares to PLN 1.00 while proportionally increasing the number of shares, without changing the amount of the share capital. Comparative data on the weighted average number of shares and loss per share have been retrospectively transformed to ensure comparability. On 7 May 2026, the shares of Rex Concepts S.A. debuted on the regulated market operated by the Warsaw Stock Exchange. As part of the initial public offering, the Company issued 32,000,000 series C ordinary bearer shares with a nominal value of PLN 1.00 each. Series C shares have been included in the weighted average number of shares since 7 May 2026. As at 30 June 2026, the Company's share capital amounted to PLN 95,233,555 and was divided into 95,233,555 ordinary shares with a nominal value of PLN 1.00 each, including 161,000 series A shares, 63,072,555 series B shares and 32,000,000 series C shares. The National Court Register also indicates a target capital of PLN 3,555,555 and a conditional increase in the share capital of PLN 5,927,346. The weighted average number of ordinary shares for the period of 6 months ended 30 June 2026 was 72,957,312 shares, while for the period of 3 months ended 30 June 2026 it amounted to 82,574,214 shares. The basic loss per share was calculated as the ratio of the net loss attributable to the shareholders of Rex Concepts S.A. and the weighted average number of ordinary shares outstanding in a given period. 6 months ended 30.06.2026 6 months ended 30.06.2025 3 months ended 30.06.2026 3 months ended 30.06.2025 Loss attributable to holders of ordinary shares of the Parent Company -6,073 -2,337 -4,390 -1,510 Weighted average number of shares to calculate the basic loss per share (units) 72,957,312 63,233,555 82,574,214 63,233,555 Basic/diluted loss per share attributable to shareholders of Rex Concepts S.A. -0.08 -0.04 -0.05 -0.02 The calculation of the weighted average number of shares was disclosed in Note 32 of the Condensed Interim Consolidated Financial Statements for the period of 6 months ended 30 June 2026. In the period of 6 months and 3 months ended 30 June 2026, the Company recognised the cost of share-based payments in accordance with IFRS 2 in connection with the LTIP incentive programme. On the basis of the resolution of the Supervisory Board of 4 May 2026, the Company concluded that the period of provision of services by the programme participants began on that date. The agreements with the programme participants were signed after the reporting date, i.e. on 10 August 2026. The cost recognised in the period of 6 months and 3 months ended 30 June 2026 was included in the net loss underlying the calculation of the basic and diluted loss per share. The equity recognised in connection with the share-based payments was not included in the weighted average number of ordinary shares for the purposes of the basic loss per share, as at 30 June 2026 there was no issue of shares under the incentive programme. Potential ordinary shares resulting from the LTIP incentive programme, the authorised capital and the conditional increase in share capital were not included in the diluted loss per share calculation, as in the period of 6 months and 3 months ended 30 June 2026, the Company reported a net loss, and their inclusion would have an anti-dilution effect. As a consequence, the diluted loss per share is equal to the basic loss per share.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 87 The calculation of the weighted average number of ordinary shares for the period of 6 months and 3 months ended 30 June 2026 is as follows: Number of shares Number of days included in the calculation Weighted average number of shares 6 months ended 30 June 2026 Shares existing before the issue of series C shares 63,233,555 181 / 181 63,233,555 Series C shares issued as part of the IPO 32,000,000 55 / 181 9,723,757 Weighted average number of ordinary shares 72,957,312 3 months ended 30 June 2026 Shares existing before the issue of series C shares 63,233,555 91 / 91 63,233,555 Series C shares issued as part of the IPO 32,000,000 55 / 91 19,340,659 Weighted average number of ordinary shares 82,574,214 After the reporting date, the Company entered into an agreement to subscribe for 516,128 series D ordinary bearer shares with a nominal value of PLN 1.00 each and an issue price of PLN 14.00 per share. The total issue price of series D shares amounted to PLN 7,228 thousand. The inflow of funds from the subscription of series D shares took place on 5 August 2026. Series D shares were not included in the calculation of the basic or diluted loss per share for the period of 6 months and 3 months ended 30 June 2026, as they were acquired after the reporting date. 10. Events after the reporting date After the reporting date, i.e. after 30 June 2026, until the date of approval of these condensed interim separate financial statements for publication, the events described below occurred. (i) Settlement of stabilisation activities and issue of series D shares In connection with the initial public offering of the Company's shares and the debut of Rex Concepts S.A. shares on the regulated market operated by the Warsaw Stock Exchange, in the first half of 2026 stabilisation activities were carried out in accordance with the terms of the stabilisation agreement concluded between the Company, Rex Invest CEE S.à r.l. and Bank Polska Kasa Opieki S.A. as the stabilisation manager. In accordance with the stabilisation agreement, the stabilising manager could purchase the Company's shares or rights to the Company's shares during the stabilisation period, and the economic burden of the shares acquired as part of the stabilisation was borne by Rex Invest CEE S.à r.l. as the selling shareholder. After the completion of stabilisation activities, Rex Invest CEE S.à r.l. fulfilled the obligations arising from the stabilisation arrangements. In order to supplement the number of shares held by Rex Invest CEE S.à r.l. after the end of the stabilisation, after the reporting date, the Company entered into an agreement with Rex Invest CEE S.à r.l. to subscribe for series D shares issued as part of the authorised capital. Pursuant to the subscription agreement for series D shares and the resolution of the Management Board of 7 July 2026, the Company's share capital was to be increased by PLN 516,128 through the issue of 516,128 ordinary bearer shares of series D with a nominal value of PLN 1.00 each. The issue price of one series D share was PLN 14.00, and the total issue price of series D shares amounted to PLN 7,225,792. The receipt of funds from the subscription of series D shares in the amount of PLN 7,225,792 took place on 5 August 2026. As at the date of approval of these condensed interim separate financial statements for publication, the increase in the share capital in connection with the issue of series D shares was registered by the registry court on 1 September 2026.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 88 (ii) Recapitalisation of subsidiaries After the reporting date, the Company carried out activities aimed at recapitalising six subsidiaries operating in Poland, the Czech Republic and Romania. The total value of funds transferred to subsidiaries amounted to PLN 128,608 thousand, i.e. PLN 21,434.5 thousand for each subsidiary. The recapitalisation was carried out in connection with the implementation of the restaurant chain's development strategy and the use of part of the funds obtained from the initial public offering of shares in Rex Concepts S.A. These activities were also related to the implementation of the arrangements resulting from the annex of 14 April 2026 to the franchise and brand development agreements (MFDA). As at 30 June 2026, the Company did not recognise the above recapitalisation in the value of investments in subsidiaries. These transactions will increase the value of investments in subsidiaries in the period in which the recognition criteria are met. (iii) Signing agreements with LTIP incentive programme participants On 7 April 2026, the Extraordinary General Meeting of the Company approved the implementation of a long-term incentive programme for selected members of the management and key employees of the Rex Concepts S.A. Group. In the condensed interim separate financial statements for the period of 6 months ended 30 June 2026, the Company recognised the cost of payments based on shares settled in equity instruments in connection with the incentive programme. After the reporting date, on 10 August 2026, the Company signed agreements with the participants of the LTIP programme. The signing of the agreements was a formal confirmation of the terms and conditions of participation in the programme and the parameters of the instruments granted to the programme participants. Detailed terms and conditions of the programme are described in Note 8 of this semi-annual financial information. (iv) Establishment of a new subsidiary After the reporting date, on 21 August 2026, the Company established Rex Concepts Incubator Sp. z o.o. with its registered office in Wrocław, taking up 100% of the shares in its share capital. The share capital of the newly established company amounts to PLN 80 thousand and is divided into 1,600 shares with a nominal value of PLN 50 each. The company acquired the shares in exchange for a cash contribution, with the excess of the value of the contribution over the nominal value of the shares, in the amount of PLN 720 thousand, being allocated to the supplementary capital of Rex Concepts Incubator Sp. z o.o. The establishment of a new subsidiary is a non-adjusting event after the reporting date. The transaction had no impact on the value of investments in subsidiaries presented in the condensed interim separate financial statements as at 30 June 2026. (v) Admission and introduction of Series D shares to stock exchange trading On 22 September 2026, the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A., KDPW) issued a statement concerning the conditional registration in the securities depository of 516,128 ordinary bearer Series D shares of Rex Concepts S.A., with a nominal value of PLN 1.00 each. On the same day, the Management Board of the Warsaw Stock Exchange adopted a resolution on the admission of the above Series D shares to stock exchange trading and their introduction to trading on the regulated market as of 25 September 2026, subject to the registration of those shares by KDPW on that date. After the reporting date, there were no other events that would require recognition or additional disclosure in these condensed interim separate financial statements. The events described above are classified as non-adjusting events after the reporting date within the meaning of IAS 10 Events after the Reporting Period, except for their impact on disclosures relating to equity, investments in subsidiaries and the LTIP incentive programme.
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Rex Concepts S.A. Group Condensed Interim Consolidated Report for the period of 6 months ended 30 June 2026 (amounts are expressed in thousands of PLN, unless otherwise stated) ------------------------------------------------------------------------------------------------------------------------------------------------------ Translation of the Consolidated Interim Condensed Report originally prepared in Polish. The Polish original shall prevail in matters of interpretation. 89 STATEMENTS AND SIGNATURES OF THE MANAGEMENT BOARD MEMBERS The Management Board of the Company declares that, to the best of its knowledge, this Condensed Interim Consolidated Semi-Annual Report for the period of six months ended 30 June 2026 has been prepared in accordance with the applicable accounting principles and gives a true and fair view of the assets, financial position and financial result of the Rex Concepts S.A. Capital Group, and that the Management Board report presents a true view of the Group's development, achievements and position, including a description of the principal risks and uncertainties. __________________________________ Olgierd Danielewicz - President of the Management Board ___________________________________ Peter Kaineder - Member of the Management Board __________________________________ Małgorzata Kloka - Member of the Management Board ___________________________________ Irmina Kochman - Member of the Management Board ____________________________________ Bartosz Szuas - Member of the Management Board ____________________________________ Jerzy Tymofiejew - Member of the Management Board