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MESSAGE _ENGLISH VERSION_
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Title:
End of bookbuilding as part of the offering of the new series Y bearer
shares, and setting the issue price of the series Y shares
Legal basis:
Article 17_1_ MAR - inside information
Content of the Report:
The Management Board of XTPL S.A. _the "Company", the "Issuer"_, with
reference to ESPI Current Reports No. 9/2026 dated March 9, 2026 and No.
11/2026 dated March 9, 2026, as well as earlier reports, hereby
announces that on March 12, 2026 the bookbuilding process _conducted by
Trigon Dom Maklerski S.A._ was completed for no more than 300,000 _three
hundred thousand_ newly issued series Y ordinary bearer shares of the
Company _the "Series Y Shares"_. The Series Y Shares are issued pursuant
to Resolution No. 03/03/2026 of the Extraordinary General Meeting of the
Company dated March 9, 2026 regarding the increase of the Company's
share capital through the issuance of series Y ordinary bearer shares ,
with full disapplication of shareholders' preemption rights, the
amendment of the Company's articles of association, and the application
for the admission and introduction of these shares to trading on the
regulated market _the "Issue Resolution"_.
Accordingly, on March 12, 2026, after considering the results of the
bookbuilding process and the recommendation of Trigon Dom Maklerski
S.A., the Management Board of the Company determined the issue price of
the Series Y Shares at PLN 65.00 _in words: sixty-five_ per one Series Y
Share and decided to submit offers to investors to subscribe for the
Series Y Shares at the determined issue price in the maximum number of
shares provided for in the Issue Resolution, i.e., up to 300,000 _three
hundred thousand_ Series Y Shares.
OTHER INFORMATION
The Current Report has been prepared solely for the purpose of
fulfilling the obligations under Article 17_1_ of the Regulation _EU_
No. 596/2014 of the European Parliament and of the Council of 16 April
2014 on market abuse _market abuse regulation_ and repealing Directive
2003/6/EC of the European Parliament and of the Council and Commission
Directives 2003/124/EC, 2003/125/EC and 2004/72/EC _"MAR"_, as the
Company considered the information on the end of the bookbuilding for
the Series Y Shares as meeting the criteria of inside information within
the meaning of Article 7 of MAR.
The information contained in this current report does not constitute any
offer to sell, solicitation, or invitation to submit offers, nor any
proposal to acquire or subscribe for the Series Y Shares. It should not
be interpreted as providing sufficient information to make an investment
decision regarding the acquisition or subscription of the Series Y
Shares or any other securities of the Company. Furthermore, it does not
constitute "investment recommendations" or "information recommending or
suggesting an investment strategy" within the meaning of Regulation _EU_
No 596/2014 of the European Parliament and of the Council of April 16,
2014 on market abuse.
This report does not in any way, directly or indirectly, serve to
promote the offering, subscription, acquisition, or purchase of the
Series Y Shares and does not constitute advertising or promotional
material prepared or published by the Company for the purpose of
promoting the offering of the Series Y Shares or encouraging investors,
directly or indirectly, to subscribe for or acquire the Series Y Shares.
In particular, this report does not in any way, directly or indirectly,
promote the offering and does not constitute promotional material or
advertising within the meaning of Article 22 of Regulation _EU_
2017/1129, prepared or published by the Company for the purposes of
promoting the Series Y Shares or their sale or subscription, or
encouraging, directly or indirectly, their acquisition or subscription.
THIS REPORT IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OF AMERICA _INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA_,
AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION
WHERE SUCH DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE
LAWS OF THAT JURISDICTION, SUBJECT TO CERTAIN EXCEPTIONS. THE SHARES MAY
NOT BE OFFERED OR SOLD IN SUCH JURISDICTIONS OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, PERSONS IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
OR SOUTH AFRICA, OR TO PERSONS WHO ARE RESIDENT OR DOMICILED IN ANY OF
THOSE COUNTRIES.
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RB: Zakończenie procesu budowania księgi popytu w ramach oferty nowych akcji na okaziciela
serii Y oraz ustalenie ceny emisyjnej akcji serii Y
