XTPL S.A.

Share Issue/Capital Change • Oct 17, 2024

Report Content Title:

Intention to raise financing and initiate a share issue proces.

Legal basis:

Article 17(1) MAR - inside information

Content of the Report:

The Management Board of XTPL S.A. (the "Company") hereby reports that ithas made a decision today, i.e. on 17 October 2024, to commence stepsaimed at raising financing for the Company through an issue of newshares.

The intention of the Company's Management Board is to call anExtraordinary General Meeting ("EGM") in the second half of November2024 to decide on the issue of up to 300,000 ordinary bearer sharesaddressed to investors who meet the requirements specified in the issueresolution.

The share issue proceeds are to be used to finance the second part ofcapital expenditures as part of the Company's Development Strategyadopted in 2023 geared towards achieving PLN 100 million in revenuesfrom sales of products and services by the end of 2026. In accordancewith this Strategy, the Company has planned investments totaling approx.PLN 60 million in 2023-2026 in three key business areas: sales,production and R_amp;D.

In mid-2023, the Company obtained the first part of the funds needed toimplement the strategy - approx. PLN 34 million (after deducting theissue costs) and allocated them to development in the areas of: (i)sales, (ii) production and (iii) R_amp;D.

In the sales area, the Company made significant progress: (i)strengthened its industrial projects, significantly increasing thenumber of sales leads in the pipeline and the degree of projectadvancement; (ii) intensified sales and marketing activities; (iii)built an international business development team; (iv) incurredexpenditures to open a Demo Center in the USA (Boston) in Q4 2024; (v)expanded the network of international distributors; (vi) increased itspresence at international conferences and industry fairs.

In the production area, the Company: (i) increased production capacityto handle the volume of orders as provided for under its Strategy; (ii)doubled the speed of production of DPS devices and shortened thedelivery time to customers from several months to several weeks, (iii)secured a stock of key components for production.

In the R_amp;D area, the Company: (i) intensified efforts related to thedevelopment of existing products; (ii) stepped up work on new productssupported by the established team responsible for managing currentprojects and NPD (New Product Development).

In addition, the Company strengthened its organization by: (i) almostdoubling the employment of high-class experts, thus achieving the targetorganizational structure, aligned with its strategic plans; (ii)implementing new management processes and working on the implementationof new systems, including ERP.

As part of the implementation of the second stage of the Strategy, theCompany's Management Board intends to secure further funds of PLN 28-31million (PLN 26-29 million after deducting issue costs) in order tofurther strengthen the above key areas for continued businessdevelopment.

The Company's Management Board sustains its strategic goal to achievePLN 100 million in annual revenues from sales of products and servicesby the end of 2026. According to the adopted strategy, these revenuesare to be achieved through sales in three business lines: (i) modulesfor industrial implementations (industrial printing heads); (ii)prototyping devices (Delta Printing Systems) and (iii) HPM (HighPerformance Materials, nanoinks) and consumables.

Moreover, as part of cooperation with existing clients, the Company'sManagement Board decided to expand the product portfolio within the DPSprototyping devices. The Company intends to implement a product for HMLV(High Mix Low Volume) production based on the unique XTPL technology, asa response to the interest expressed by clients. In the opinion of theManagement Board, the implementation of another business line willfurther increase the probability of achieving the strategic goal.Devices of the new type are to be first delivered in 2025.

For the purpose of the issue, preemptive rights of the Company'sshareholders are to disapplied in their entirety, and at the same timeit is the Management Board's intention to carry out the issue in such away as to ensure that investors who are shareholders of the Company withat least 0.5% of the Company's shares as at the end of the day ofregistration for the EGM ("Eligible Investors") are given priority inacquiring shares of the new issue in a number enabling the EligibleInvestor to maintain a share in the total number of votes at theCompany's General Meeting at a level not lower than the EligibleInvestor's share held as at the end of the day of registration for theEGM. The above will apply provided that the Eligible Investors areinvited by the Management Board to participate in the book-buildingprocess and will submit declarations of interest in acquiring shares ofthe new issue and then accept offers to acquire the shares. Theinvitation to participate in the book-building process, as well as thepotential submission of an offer to acquire the shares will be at thesole discretion of the Company's Management Board, provided that theManagement Board will use due care to offer the shares of the new issueto those Eligible Investors who meet the conditions specified above, ifthe subscription for the shares of the new issue for the EligibleInvestor can be technically accounted for within the time framespecified by the Management Board.

The Company will issue a separate current report to advise of callingthe EGM, whose agenda will include items related to the share issue,among other matters.

The Company's Management Board considered the above fact to be insideinformation due to the potential material value of the planned issue andthe importance of the funds intended to be raised for the possibility offinancing the Company's planned investments and its further development.

Accordingly, in the opinion of the Issuer's Management Board, the aboveinformation on the intention to raise financing meets the criteria ofinside information within the meaning of Article 7(1) MAR.