Title:

Commencement of the bookbuilding process in connection with the offeringof new Series Y bearer shares

Legal basis:

Article 17(1) MAR - inside information

Content of the Report:

The Management Board of XTPL S.A. (the "Company", the "Issuer"), withreference to ESPI Current Reports No. 3/2026 dated 9 February 2026, No.4/2026 dated 9 February 2026 and No. 9/2026 dated 9 March 2026, herebyannounces the commencement of the bookbuilding process in connectionwith the offering for subscription (by way of a private placement) of nomore than 300,000 newly issued ordinary bearer shares of the Company,Series Y (the "Series Y Shares", the "Offering").

The Offering is conducted on the basis of and in accordance with theterms set out in Resolution No. 03/03/2026 of the Extraordinary GeneralMeeting of the Company dated March 9, 2026 regarding the increase of theCompany's share capital through the issuance of Series Y ordinary bearershares, with the full disapplication of preemptive rights of theexisting shareholders, the amendment to the Company's Articles ofAssociation, and the application for the admission to trading andintroduction of these shares to trading on the regulated market (the"Issue Resolution"), as well as in the resolution of the ManagementBoard dated March 10, 2026 concerning the adoption of detailed rules andthe timetable for the conduct of the Series Y Shares Offering.

In accordance with the Issue Resolution and the relevant provisions ofRegulation (EU) 2017/1129 of the European Parliament and of the Councilof 14 June 2017 on the prospectus to be published when securities areoffered to the public or admitted to trading on a regulated market andrepealing Directive 2003/71/EC ("Regulation 2017/1129"), neither theOffering nor admission of the Series Y Shares to trading on theregulated market of the Warsaw Stock Exchange will require the Companyto provide to the public a prospectus or other information or offeringdocument within the meaning of applicable laws.

The Issuer has contracted Trigon Dom Maklerski S.A. ("Trigon BrokerageHouse") as an intermediary responsible for activities connected with theOffering, including the bookbuilding for the Series Y Shares("Bookbuilding").

The Bookbuilding will begin immediately following the publication ofthis current report and is expected to end on March 12, 2026, althoughthe Management Board reserves the right to shorten the Bookbuildingperiod.

Invitations to participate in the Bookbuilding may be addressed to thefollowing categories/groups of investors: (i) qualified investors withinthe meaning of Article 2(e) of Regulation (EU) 2017/1129, (ii) no morethan 149 natural or legal persons other than qualified investors(subject to limits provided by applicable law), and (iii) investors whowill subscribe for Series Y Shares with a total value of at least EUR100,000 per investor, including shareholders of the Company holding atleast 0.5% of the total number of the Company's shares (eachindividually) as of the close of business on the record date for theExtraordinary General Meeting held on March 9, 2026, i.e., as of theclose of business on February 21, 2026 (the "Eligible Investors"), whoshall have priority in subscribing for Series Y Shares (under the termsdescribed in the Issue Resolution) in a number enabling such EligibleInvestor to maintain a voting interest in the Company's General Meetingno lower than the interest held by that Eligible Investor as of theclose of business on the record date for the Extraordinary GeneralMeeting held on March 9, 2026, i.e., as of the close of business onFebruary 21, 2026.

After completing the Bookbuilding, the Issuer's Management Board willselect investors who meet the conditions specified in the IssueResolution, to whom the Trigon Brokerage House will send offers tosubscribe for the Series Y Shares.

Participation in the Bookbuilding will not be a necessary condition forreceiving an offer to take up the Series Y Shares.

OTHER INFORMATION

The Current Report has been prepared solely for the purpose offulfilling the obligations under Article 17(1) of the Regulation (EU)No. 596/2014 of the European Parliament and of the Council of 16 April2014 on market abuse (market abuse regulation) and repealing Directive2003/6/EC of the European Parliament and of the Council and CommissionDirectives 2003/124/EC, 2003/125/EC and 2004/72/EC ("MAR"), as theCompany considered the information on the start of the Bookbuilding forthe Series Y Shares as meeting the criteria of inside information withinthe meaning of Article 7 of MAR.

The information contained in this current report does not constitute anyoffer to sell, solicitation, or invitation to submit offers, nor anyproposal to acquire or subscribe for the Series Y Shares. It should notbe interpreted as providing sufficient information to make an investmentdecision regarding the acquisition or subscription of the Series YShares or any other securities of the Company. Furthermore, it does notconstitute "investment recommendations" or "information recommending orsuggesting 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 topromote the offering, subscription, acquisition, or purchase of theSeries Y Shares and does not constitute advertising or promotionalmaterial prepared or published by the Company for the purpose ofpromoting 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 oradvertising within the meaning of Article 22 of Regulation (EU)2017/1129, prepared or published by the Company for the purposes ofpromoting the Series Y Shares or their sale or subscription, orencouraging, directly or indirectly, their acquisition or subscription.

THIS REPORT IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTHE 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 JURISDICTIONWHERE SUCH DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLELAWS OF THAT JURISDICTION, SUBJECT TO CERTAIN EXCEPTIONS. THE SHARES MAYNOT BE OFFERED OR SOLD IN SUCH JURISDICTIONS OR TO, OR FOR THE ACCOUNTOR BENEFIT OF, PERSONS IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,OR SOUTH AFRICA, OR TO PERSONS WHO ARE RESIDENT OR DOMICILED IN ANY OFTHOSE COUNTRIES.