WARNINGS for Investors - Before investing funds in the shares of a startup company with patented and implemented technology, it is recommended that the investor familiarize themselves with the risks associated with investing in commercial companies listed below. Every investment decision made by the investor should consider the risks outlined below. Oraquel SA, based in Poland, assumes no responsibility towards the investor in the event that the risks outlined below materialize in relation to the shares of Oraquel SA, based in Poland, the information about which is published on the Oraquel.com website. The indicated risks are not exhaustive. For a comprehensive analysis of the risks associated with investing in shares of companies in the Pre IPO phase, it is recommended that the investor contact a professional advisor, including legal and financial advisors.

• Risk of low dividend frequency or lack of dividends - Companies raising capital in the Pre IPO phase do not guarantee regular dividend payments. A dividend is not a right owed to a shareholder of a joint-stock company by law. Payment of a dividend requires the company to demonstrate profit for the given financial year and for the general meeting to pass a resolution on profit distribution and dividend payment. A significant portion of companies raising funds from investors is in the development phase, and any profits generated by the companies in their business activities will subsequently be reinvested, meaning these funds will not be allocated for dividend payments to shareholders. Dividend payments to shareholders are possible, but are not guaranteed by the companies raising funds in the Pre IPO phase.

• Risk of limited ability to sell shares - An investor acquiring shares of a company in the Pre IPO phase subsequently has the option to sell these shares, e.g., based on a civil law sales agreement. However, it remains the investor's responsibility to find a buyer for the shares. Companies raising capital do not guarantee assistance to the investor in finding such a buyer. Currently, there is no secondary market for shares of companies raising funds in the Pre IPO phase, where automated transactions can occur through the submission of buy and sell orders. The liquidity of shares may increase if the issuance of shares on the public market (GPW or NewConnect) begins, but entering this market is not guaranteed by the companies raising funds in the Pre IPO phase. Any additional restrictions on the sale of shares may also arise from documents such as the company's articles of association, e.g., the need to obtain the consent of the general meeting of the joint-stock company for the transfer of registered shares. Therefore, before making an investment, the investor should familiarize themselves with the content of the company's agreement/articles.

• Risk of capital loss - Companies raising funds in the Pre IPO phase do not guarantee the investor a return on their investment. A large portion of the companies is a startup entity, and some of them may be considered high-risk companies. This may be related to, for example, the development of an innovative product by the company, for which there is no guarantee of market demand. Consequently, there is a risk of the company's operations failing, which may lead to its bankruptcy or liquidation, and for the investor, this may mean a complete lack of return of the invested capital. Investing in shares of companies is not debt financing; therefore, the investor cannot expect a return of the invested capital from the company on similar terms as in the case of a loan agreement. The decision to invest in the shares of a company should be made with consideration of the principle of diversification, i.e., investing capital in various assets with different liquidity and risk levels.

• Risk of dilution of equity in the company's share capital - Companies raising funds in the Pre IPO phase often conduct several rounds of investment, among other things, to continuously acquire funds for their operations. Conducting a financing round usually involves increasing the company's share capital and issuing new shares for new investors. Existing shareholders of the company have preemptive rights regarding new shares issued in the capital increase. However, this right may be excluded by a resolution of the general meeting. This means that the percentage of equity in the company's share capital held by an investor who invested funds in the company's shares during the initial funding rounds will be diluted as a result of subsequent funding rounds and the entry of new investors into the company. The dilution of the stake will, in turn, affect the reduction of the share in the total number of votes and the amount of any potential dividend.

• Risk associated with the lack of significant influence of the investor on the company's operations - Investors in the Pre IPO stage typically hold a small percentage of the total number of shares in the company's share capital. Each investor possesses a certain package of rights associated with share ownership, such as the right to participate in the general meeting and the right to vote at the general meeting. However, the status of a minority shareholder does not grant the ability to independently vote on resolutions at the general meeting or to appoint members of the management board or supervisory board. A minority shareholder does not have direct influence over the company's ongoing operations, which is the domain of the company's management. The scope of rights of a minority shareholder may also be affected by any rights assigned to other shareholders, including majority shareholders, such as privileged shares or personal rights to appoint and dismiss members of the management board or supervisory board. It is recommended that investors familiarize themselves in advance with the company’s agreement/statute in order to verify the exact scope of rights that will be granted to them in the company, as well as the scope of rights of other shareholders.

• Risk associated with the valuation of the company - The valuation of the company, which forms the basis for determining the issue price of shares acquired by investors, does not always reflect the actual value of the company. This valuation is determined by the company itself, and legal regulations do not require verification of this valuation by an auditor or another professional entity. This valuation is often made by considering elements such as projected revenues of the company, growth prospects, etc. However, these valuations take less into account the value of the assets (property) that the company currently possesses. From the investor's perspective, this may be significant when it comes to a potential later sale of shares, as the investor may not receive from the buyer the same price at which they acquired shares of the company.

The company's valuation as of December 31, 2025, is 16,000,000.00 Euros

The valuation is based on partnership agreements, letters of intent, intellectual property, contracts, and forecasts. (issuers - emitting over 60,000,000 tons of CO2 annually)

Pre-IPO is for us "a backstage entry to the stock exchange"

We invite you to contact us and register for shares of Oraquel SA.

write to us at: invest@oraquel.com or fill out the contact form by clicking the button

The Hi-DAC Reactor Oraquel created by us is based on patented technology of hybrid sorbet filters, which is an invention of Oraquel. One Hi-DAC Reactor Oraquel can capture up to 500 tons of carbon dioxide per year. The storage of captured carbon dioxide takes place in one of the safest and cheapest possible ways, namely underground at a depth of 30 to 300 meters below the earth's surface in old shafts and mines, in accordance with the applicable laws of individual countries in the European Union.

We collaborate with many CO2 emitters in Poland and Europe. Municipalities, Ministries, large companies (emitters).

Currently, we are implementing several pilot installations, through which the technology we have developed will begin to work for the environment around us.

We know how to respond to the needs of our current partners and how to reach new potential clients and recipients.

Oraquel SA calls on those interested in investing in Pre-IPO shares (Initial Public Offering) Oraquel SA, to subscribe for shares of the Company issued in a private subscription (series B shares issued by the company, new issuance). This Pre-IPO allows early access to the company's shares, a lower share price, and the potential for higher profits. The company will generate revenue from the sale of the technology itself (patented invention), the sale of devices (Hi-DAC reactor), and the sale of green certificates compatible with the European ETS system. The total value of the CO2 certificates market exceeds 1 trillion euros.

The disadvantages and risks of Pre-IPO include lower liquidity (harder to sell shares off the exchange), limited information about the company (startup, with patented and implemented technology), and higher risk.

The company is currently implementing several pilot projects, and with the increasing number of installed reactors (also under the pilot program), the value of the company's shares will steadily rise.

We have combined modern technology, years of experience from outstanding specialists in Europe and Switzerland, along with the work of advanced laboratories and institutes.

We want to develop the entire European market and then direct our efforts globally. To accelerate the implementation of these tasks, we have decided to issue shares of Oraquel joint-stock company.

The construction of the NULL WALD center - the largest facility in Europe capturing carbon dioxide from the atmosphere.

By investing in Oraquel SA, you are investing in the CO2 emissions market worth nearly in Europe,1 trillion euros (1,000,000,000,000 - trillion). You gain the opportunity to multiply your capital while also contributing to the prevention of climate change.

What are our next goals?

Oraquel SA is a technological company focused on combating climate change, revolutionizing carbon dioxide capture directly from the air (direct air capture) and encouraging everyone to support climate change prevention processes.

Carbon dioxide emissions in Poland are currently among the highest in the world. The technology implemented by Oraquel SA, when scaled appropriately, can significantly reduce historical emissions.

The company holds the necessary trademarks and patents, while also working on additional inventions that will provide further intellectual value to Oraquel SA.

We have tamed the chaos that has always accompanied CO2 emissions!

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