Title:
End of bookbuilding as part of the offering of the new series Y bearershares, 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"), withreference to ESPI Current Reports No. 9/2026 dated March 9, 2026 and No.11/2026 dated March 9, 2026, as well as earlier reports, herebyannounces that on March 12, 2026 the bookbuilding process (conducted byTrigon Dom Maklerski S.A.) was completed for no more than 300,000 (threehundred thousand) newly issued series Y ordinary bearer shares of theCompany (the "Series Y Shares"). The Series Y Shares are issued pursuantto Resolution No. 03/03/2026 of the Extraordinary General Meeting of theCompany dated March 9, 2026 regarding the increase of the Company'sshare capital through the issuance of series Y ordinary bearer shares ,with full disapplication of shareholders' preemption rights, theamendment of the Company's articles of association, and the applicationfor the admission and introduction of these shares to trading on theregulated market (the "Issue Resolution").
Accordingly, on March 12, 2026, after considering the results of thebookbuilding process and the recommendation of Trigon Dom MaklerskiS.A., the Management Board of the Company determined the issue price ofthe Series Y Shares at PLN 65.00 (in words: sixty-five) per one Series YShare and decided to submit offers to investors to subscribe for theSeries Y Shares at the determined issue price in the maximum number ofshares provided for in the Issue Resolution, i.e., up to 300,000 (threehundred thousand) 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 end 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.