Title:
Summary of the placement of the series X shares and determination of theshare capital
Legal basis:
Other regulations
Content of the Report:
The Management Board of XTPL S.A., headquartered in Wrocław, Poland (the_quot;Issuer_quot; or the _quot;Company_quot;), with reference to ESPI Current Report No.55/2024 dated November 18, 2024 and ESPI Current Report No. 63/2024dated December 6, 2024, presents a summary of the Issuer's subscriptionfor series X shares.
On December 10, 2024, 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 PLN264,987.70 (two hundred sixty-four thousand nine hundred eighty-sevenzlotys and 70/100) and is divided into 2,649,877 (two million sixhundred forty-nine thousand eight hundred seventy-seven) ordinary bearershares with a nominal value of PLN 0.10 (ten cents) each, including:
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 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 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.
The Company presents below information summarizing the Company's publicoffering (by private placement) of Series X ordinary bearer sharesissued pursuant to Resolution No. 03/11/2024 of the Company'sExtraordinary General Meeting of November 18, 2024 on increasing theCompany's share capital through the issuance of Series X ordinary bearershares to the exclusion of all shareholders' subscription rights,amending the Company's Articles of Association, and applying for theadmission and introduction of these shares to trading on a regulatedmarket (_quot;Series X Shares_quot;):
1 Placement start and end dates: from November 18, 2024 to December 6,2024;
2 Share allocation date: The issue of Series X Shares took the form of aprivate 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 subscribed: Private subscription of Series X Sharesincluded not less than 1 and not more than 300,000 Series X 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 X 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. 300,000 SeriesX 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. 300,000 Series X Shares were acquired in theprivate placement.
7 Issue Price: Series X shares were subscribed for at an issue price ofPLN 92.00 (ninety-two zlotys) per share.
8 Payment for the shares: The Series X 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 X 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 X Shares wereacquired by a total of 20 investors.
10. Number of persons to whom the shares were allocated as part of theplacement in individual tranches: The issue of the Series X 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 20 investors.
11 Names of the company of underwriters who subscribed for thesecurities in performance of underwriting agreements: No underwritingagreements were executed, and Series X Shares were not subscribed for byunderwriters.
12 The value of the conducted subscription, understood as the product ofthe number of subscribed Series X Shares and their issue price: Thevalue of the conducted offering of Series X Shares amounted to PLN27,600,000.
13 Total costs that have been included in the issuance costs:
As of the date of publication of the report, the total costs included inthe issue costs amounted to PLN 1,458,335.48, including:
(a) preparing and conducting the offer: PLN 1,458,335.48;
(b) underwriters' fees: not applicable;
(c) preparing the prospectus, including consultancy: not applicable;
(d) promoting the offer: not applicable.
The costs of issuing the Series X Shares shall reduce the Company'scapital reserve to the amount of the excess of the issue over the parvalue of such shares (_quot;agio_quot;), and the remainder shall be included inexpenses.
The average subscription cost per Series X Share is: PLN 4.86.
In connection with the completion of the subscription of Series X Sharesand the filing of a statement by the Company's Board of Directors tospecify the share capital in the Company's Articles of Association, theCompany intends to immediately apply to the registry court forregistration of the Company's share capital increase through theissuance of Series X Shares in the Register of Entrepreneurs of theNational Court Register.