Pre-Annual General Meeting Information • May 14, 2023
Pre-Annual General Meeting Information
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The Management Board of XTPL S.A. (the _quot;Company_quot;) announces that theExtraordinary General Meeting of Shareholders of the Company has beenconvened for June 12, 2023, which will commence at 12:00 p.m. at theIssuer's headquarters in Wrocław (54-066), 147 Stabłowicka Street, PORTComplex, building numbered 3, first floor, conference room. The fulltext of the notice convening the Extraordinary General Meeting ofShareholders of the Company and the contents of the draft resolutions tobe adopted at the Extraordinary General Meeting of Shareholders of theCompany are included in the attachments to the report.
Proposed agenda:
1. opening of the General Meeting.
2. election of the Chairman of the General Meeting.
3. Confirmation of the correctness of the convening of the GeneralMeeting and its ability to adopt resolutions.
4. adoption of the agenda.
5. presentation of the opinion of the Management Board of XTPL S.A.justifying the reasons for depriving shareholders of the pre-emptiveright to series V shares and the method of determining the issue priceof series V shares.
6. Adoption of a resolution on increasing the Company's share capitalthrough the issue of series V ordinary bearer shares to the exclusion ofall shareholders' subscription rights, amending the Company's Articlesof Association, and applying for admission and introduction of theseshares to trading on a regulated market.
7. Adoption of a resolution on the adoption of the consolidated text ofthe Articles of Association.
8. Closing of the General Meeting.
In addition, in accordance with Article 402(3) of the CommercialCompanies Code, the full text of the notice convening the ExtraordinaryGeneral Meeting was posted athttps://ir.xtpl.com/company/general-meeting/, along with attachments,including forms, allowing the exercise of voting rights by proxy.
Detailed legal basis: Articles 402(1) and 402(2) of the CommercialCompanies Code and § 19(1)(1) and (2) of the Finance Minister'sOrdinance on current and financial information (...).
Appendices:
a) Announcement on convening the EGM.
b) Draft resolutions with justification.
c) Opinion of the Board of Directors.
d) Statement of amendments to the Articles of Association.
e) Draft consolidated text of the Articles of Association.
f) Form of proxy for a shareholder.
g) Form of voting by proxy.
h) Information on the number of shares and votes.
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