XTPL S.A. — Capital/Financing Update 2026

Feb 9, 2026

Report Content Title:

Intention to raise financing and initiate a share issue process

Legal basis:

Article 17(1) MAR - inside information

Content of the Report:

With reference to ESPI Current Report No. 27/2025 of September 25, 2025,the Management Board of XTPL S.A. (the "Company") hereby reports thattoday, i.e. on February 9, 2026, it has made a decision to commencesteps aimed 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") to be held on March 9, 2026, todecide on the issue of up to 300,000 ordinary bearer shares addressed toinvestors who meet the requirements specified in the issue resolution.

At the beginning of the first quarter of 2025 the Company launched thefirst industrial implementation of its technology and confirmed an orderfor the initial batch of six Ultra-Precise Dispensing (UPD) modules fromits direct partner - a leading Chinese manufacturer of machines for themass production of FPDs. The end client of the XTPL-enabled solution isone of China's largest display manufacturers, generating annual revenuesof several tens of billions of USD. At the same time, the Company ismaking steady progress on its most advanced industrial projects and hasa growing pipeline of early-stage industrial projects across keyindustries (semiconductors, advanced displays, PCBs) and key geographicmarkets (Asia, North America, Europe). Currently, there are more than 45DPS devices and 14 industrial modules in the market. Furthermore, theCompany is in an advanced stage of development preparing to launch a newbusiness line under the working name DPS+, intended for production inthe HMLV (High-Mix Low-Volume) model.

However, the pace of the first industrial implementation has been slowerthan originally assumed internally, and the Company's customers haveindicated a timing shift relative to the assumptions initiallycommunicated to the Company regarding the market demand horizon forsubsequent product generation nodes requiring high-resolution printing.As a result, the conversion of the remaining active industrial projectsinto sales may take longer than expected. Accordingly, the ManagementBoard of the Issuer published an update (ESPI Current Report No. 27/2025dated September 25, 2025) to the previously adopted Strategy (ESPICurrent Report No. 54/2023 dated November 22, 2023).

According to the updated Strategy, the target of achieving PLN 100million in annual revenue from the sale of products and services hasbeen maintained but postponed to 2028. According to the adoptedstrategy, these revenues are to be achieved through sales in corebusiness lines: (i) modules for industrial implementations (industrialprinting heads); (ii) prototyping devices (Delta Printing Systems);(iii) HPM (High Performance Materials, nanoinks) and consumables, and(iv) ODRA devices. The first revenues from ODRA device sales areexpected in 2026. Advanced evaluation processes for the ODRA device arecurrently underway with three partners, including entities from thedefense sector. Due to the unit price, which is expected to beapproximately twice that of DPS devices, sales of ODRA devices may havea material impact on the Company's financial results as early as 2026,notwithstanding the fact that 2026 will be a pilot year for this classof equipment. It should be emphasized that the industrial purpose ofthis device creates the potential for multiple orders from individualcustomers, which, combined with a market significantly larger than thatfor DPS, implies a high contribution of ODRA systems to sales in thecoming years.

In light of the commercialization processes progressing more slowly thaninitially anticipated, the Company's Management Board, in the course ofupdating the Strategy, identified a capital gap in the first half of2026 in the amount of PLN 15-20 million. To secure financing for 2026,the Management Board indicated in Current Report 27/2025 of September25, 2025, that it is conducting four parallel processes in the followingareas:

- debt financing;

- co-financing R_D projects through grant funding;

- acquiring a strategic investor who would take a minority stake in theCompany;

- a capital increase and a share issue directed to the market.

The Management Board considers the most likely path to finance theCompany's growth to be a combination of all of the above-mentionedinstruments, which vary in size and timing of deployment. The Company iscurrently engaged in several processes to obtain new grants forinnovative projects related to its operations. However, due to thecompetitive nature of these programs and the significant uncertaintyregarding their launch dates, such grants are treated as a supplementarytool for co-financing R_D activities. The Company is also activelyengaging with a potential international strategic financial investor andinstitutions offering debt financing; however, these discussions arebased on a long-term formal process. In light of the above, theManagement Board has decided to initiate actions aimed at securingfinancing for the Company through the issue of new shares. The purposeof the share issue is to finance the Company's growth by continuing theimplementation of industrial projects and the related further R_Dactivities, developing new products - including ODRA, next generationsof printing modules and printing inks - expanding sales structures,intensifying marketing activities, including strengthening the Company'spresence in Asian markets, ongoing operating expenses and maintaining asafe level of inventory. In the Management Board's view, these actionsshould result in achieving PLN 100 million in sales and reachingsustainable profitability for the Company by 2028.

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 total number of shares as at the end ofthe day of registration for the EGM ("Eligible Investors") are givenpriority in acquiring shares of the new issue in a number enabling theEligible Investor to maintain a share in the total number of votes atthe Company'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.