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MESSAGE _ENGLISH VERSION_
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Title:
Summary of the subscription for series Y shares and determination of the
share capital
Legal basis:
Other regulations
Content of the Report:
The Management Board of XTPL S.A., with its registered office in Wrocław
_the "Issuer" or the "Company"_, with reference to ESPI Current Report
No. 11/2026 dated March 10, 2026 and ESPI Current Report No. 16/2026
dated March 24, 2026, hereby reports that on March 25, 2026 the
Management Board of the Company determined the amount of the Company's
share capital in connection with the completion of the subscription for
Series Y shares _the "Series Y Shares"_.
The Series Y Shares were issued pursuant to Resolution No. 03/03/2026 of
the Extraordinary General Meeting of the Company dated March 9, 2026 on
increasing the Company's share capital through the issue of series Y
ordinary bearer shares _fully disapplying shareholders' preemption
rights_, amending the Company's Articles of Association, and applying
for the admission and introduction of those shares to trading on the
regulated market
The Management Board determined the Company's share capital in the
Company's Articles of Association as follows: the share capital amounts
to PLN 294,987.70 _two hundred and ninety-four thousand nine hundred and
eighty-seven zloty and seventy groszy_ and is divided into 2,949,877
_two million nine hundred forty-nine thousand eight hundred
seventy-seven_ ordinary bearer shares with a nominal value of PLN 0.10
_ten groszy_ each.
Following the completion of the subscription for Series Y shares and the
determination of the Company's share capital as described above, the
Company's share capital will, upon registration of the amendments to the
Company's Articles of Association resulting from Resolution No.
03/03/2026 of the Extraordinary General Meeting of the Company dated
March 9, 2026 in the register of entrepreneurs of the National Court
Register, be divided into:
1_ 670,000 series A shares;2_ 300,000 series B shares;3_ 30,000
series C shares;4_ 198,570 series D shares;5_ 19,210 series E
shares;6_ 19,210 series F shares;7_ 68,720 series G shares;8_
68,720 series H shares;9_ 10,310 series I shares;10_ 5,150
series J shares;11_ 10,310 series K shares;12_ 140,020 series L
shares;13_ 155,000 series M shares;14_ 47,000 series N shares;15_
41,400 series O shares;16_ 42,602 series P shares;17_ 78,000
series S shares;18_ 125,000 series T shares;19_ 45,655 series U
shares;20_ 275,000 series V shares;21_ 300,000 series X shares;22_
300,000 series Y shares;
The Management Board of the Company presents below a summary of the
subscription for the Series Y Shares:
1. Dates of commencement and completion of the subscription for the
Series Y Shares: The subscription agreements for the Series Y Shares
were concluded on March 10 - 20, 2026.
2. Date of allotment of the Series Y Shares: The subscription of Series
Y Shares was carried out in the form of a private placement, so no
shares allocations were made within the meaning of Article 434 of the
Commercial Companies Code. On March 20, 2026, the Management Board of
the Company submitted a statement regarding the determination of the
Company's share capital in the Company's Articles of Association.
3. Number of Series Y Shares subscribed for: The private placement for
Series Y Shares included no fewer than 1 and no more than 300,000 Series
Y Shares.
4. Reduction rates in individual tranches: The Series Y Shares were
subscribed for by investors through a private subscription; therefore,
no allocation reduction was necessary. The subscription of the Series Y
Shares was not divided into tranches.
5. Number of Series Y Shares for which subscription offers were
accepted: A total of 300,000 Series Y Shares were subscribed for and
accepted in the private placement.
6. Number of Series Y Shares taken up in the completed private
placement: 300,000 Series Y Shares were taken up in the private
placement.
7. Price at which the Series Y Shares were taken up:
The issue price of one Series Y Share was PLN 65 _sixty five_ per share.
The total issue price of all Series Y Shares subscribed for by investors
amounted to PLN 19 500 000 _nineteen million five hundred thousand
zlotys_.
8. Number of investors who entered into subscription agreements for
Series Y Shares: Subscription agreements for Series Y Shares were
executed with a total of 27 investors.
9. Names of the sub-underwriters who took up Shares under the
sub-underwriting agreements, specifying the number of Series Y Shares
they subscribed for, together with the actual price per Series Y Share
_issue or sale price, net of the fee for subscribing to the financial
instrument unit under the sub-underwriting agreement, paid by the
sub-underwriter_: No Series Y Shares were taken up by sub-underwriters.
10. Value of the completed placement or sale: The value of the completed
subscription of Series Y Shares _calculated as the number of Series Y
Shares subscribed multiplied by their issue price_ amounted to PLN 19
500 000 _nineteen million five hundred thousand zlotys_.
11. Total costs recognized as expenses of the Series Y Share issuance:
As of the date of this report, the total estimated costs recognized as
expenses of the Series Y Share issuance amounted to PLN 975,922.00,
including:
a_ preparation and execution of the offer: PLN 975,922.00;b_
remuneration of underwriters: not applicable;c_ preparation of the
prospectus, including advice: not applicable;d_ offer promotion: not
applicable.
The costs of the Series Y Share issue will not increase the Company's
share premium, but will be recognized as financial expenses.
12. The average estimated cost of conducting the subscription per Series
Y Share amounts to PLN 3.25..
13. Method of payment for the subscribed Series Y Shares:
The Series Y Shares were paid for in cash.
Following the completion of the subscription of Series Y Shares and the
submission by the Management Board of a statement specifying the
Company's share capital in the Articles of Association, the Company
intends to promptly file an application with the registry court to
register the increase of the Company's share capital through the issue
of Series Y Shares in the register of entrepreneurs of the National
Court Register _KRS_.
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RB: Podsumowanie subskrypcji akcji serii Y i dookreślenie kapitału zakładowego
