Title:Finalizing the issue of the series V shares, summary of theplacement of the series V shares and determination of the share capital.
Legal basis:Article 17(1) MAR - inside information.
Content of the Report:With reference to ESPI Current Report No.30/2023 of June 22, 2023 and ESPI Current Report No. 27/2023 of June 12,2023 and earlier ones, the Management Board of XTPL S.A. with itsregistered office in Wrocław ("Issuer" or "Company") hereby reports thaton July 12, 2023 the placement of the Issuer's series V shares wasfinalized.
On July 12, 2023, the Issuer's Management Board made a statement ondetermination of the share capital in the Company's Articles ofAssociation to the effect that the Company's share capital is PLN230,422.20 (two hundred and thirty thousand four hundred and twenty-twozlotys and 20/100) and is divided into 2,304,222 (two million threehundred and four thousand two hundred and twenty-two) ordinary bearershares with a nominal value of PLN 0.10 (ten grosz) each, including:
1) 670,000 series A shares;2) 300,000 series B shares;3) 30,000series C shares;4) 198,570 series D shares;5) 19,210 series Eshares;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) 5,150series J shares;11) 10,310 series K shares;12) 140,020 series Lshares;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) 78,000series S shares;18) 125,000 series T shares;19) 275,000 series Vshares.
Below, the Company presents a summary of its public offer (privateplacement) of the series V ordinary bearer shares issued underResolution No. 03/06/2023 of the Company's Extraordinary General Meetingof June 12, 2023 ("Series V Shares").
1. Placement start and end dates: June 22 to July 12, 2023;
2. Share allocation date: The issue of Series V Shares took the form ofa private placement under Article 431 § 2(1) of the Commercial CompaniesCode whereby an offer was made to designated investors to take up theSeries V Shares. Consequently, no share subscription orders werereceived and no share allocations were made within the meaning ofArticle 434 of the Commercial Companies Code.
3. Number of shares covered by the subscription: The private placementof the Series V Shares included not fewer than 1 and not more than275,000 Series V Shares
4. Reduction rate in individual tranches: All the Series V Shares wereacquired by the investors by way of a private placement. Due to the typeof the offer, no subscription orders were made and as a result noreduction was applied. The issue of the Series V Shares was not dividedinto tranches
5. Number of securities for which subscription orders were made: Theissue of the Series V Shares was carried out by way of a privateplacement, so no subscription orders were made for them. 275,000 SeriesV Shares were acquired in the private placement.
6. Number of securities allocated as part of the placement: The issue ofSeries V Shares was carried out by way of a private placement, so noshare allocations were made within the meaning of Article 434 of theCommercial Companies Code. 275,000 Series V Shares were acquired in theprivate placement.
7. Issue price: The Series V Shares were acquired for an issue price ofPLN 133.00 (one hundred and thirty-three zlotys) per share.
8. Payment for the shares: The Series V Shares were fully paid up incash. The Series V Shares were not paid up by any set-off of claims.
9. Number of persons who placed subscription orders for the shares inindividual tranches: The issue of the Series V Shares was carried out byway of a private placement, so no share subscription orders werereceived and no share allocations were made within the meaning ofArticle 434 of the Commercial Companies Code. The Series V Shares wereacquired by a total of 35 investors.
10. Number of persons to whom the shares were allocated as part of theplacement in individual tranches: The issue of the Series V Shares wascarried out by way of a private placement, so no share subscriptionorders were received and no share allocations were made within themeaning of Article 434 of the Commercial Companies Code. The Series VShares were acquired by a total of 35 investors.
11. Names of the underwriters who took up securities under underwritingagreements: No underwriting agreements were signed and the Series VShares were not acquired by underwriters.
12. Placement value: the number of Series V Shares acquired x theirissue price: The value of the offer of Series V Shares was PLN36,575,000.
13. Total costs that have been included in the issuance costs:
As at the date of publication of the report, the total costs included inthe issuance costs were PLN 1,994,155, including:
a) preparing and conducting the offer: PLN 1,994,155;b)underwriters' fees: not applicable;c) preparing theprospectus, including consultancy: not applicable;d) promoting theoffer: not applicable.
The issuance costs of the Series V Shares are deducted from theCompany's supplementary capital up to the share premium, while theremainder is recognized as financial expenses.
The average placement cost per one Series V Share is: PLN 7.25.
Due to the completion of the placement of the Series V Shares and thesubmission by the Company's Management Board of a statement ondetermination of the share capital in the Company's Articles ofAssociation, the Company intends to apply promptly to the registry courtfor registration of the increase in the Company's share capital throughthe issue of the Series V Shares in the register of entrepreneurs of theNational Court Register.
The Company has decided that the submission of the statement ondetermining the share capital and the end of the placement of the seriesV shares is important information from the investors' point of view. Inconsequence, the Issuer believes that the information on the end of theplacement of the series V shares meets the criteria of insideinformation within the meaning of Article 7 MAR as part of a widerprocess of obtaining financing by the Company through the issue of theseries V shares.