CONSOLIDATED TEXT

ARTICLES OF ASSOCIATION OF XTPL S.A.

Chapter I

GENERAL PROVISIONS

§ 1 Incorporation of the Company

1. The Company was established through a transformation of the limited liability company trading as XTPL Sp. z o.o. with its registered office in Wroclaw.
1. The founders of the Company are:
2. 1) TPL spółka z ograniczoną odpowiedzialnością with itsregistered office in Wrocław;
3. 2) UTPL spółka z ograniczoną odpowiedzialnością with itsregistered office in Wrocław;
4. 3) Partners & Venturesspółka z ograniczoną odpowiedzialnością with itsregistered office in Wrocław.

§ 2 Registered office

1. The Company shall trade as XTPL Społka Akcyjna [joint stock company]. The Company may use the abbreviated business name of XTPL S.A.
1. The registered office of the Company is in Wrocław.

§ 3 Duration of the Company

The Company is a going concern.

§ 4 Objects of the Company

1. The objects of the Company shall include:
2. 1) (PKD 18.12.Z) Other printing;
3. 2) (PKD 28.99.Z) Manufacture of other special-purpose machinery not elsewhere classified
4. 3) (PKD 20.59.Z) Manufacture of other chemical products not elsewhere classified
5. 4) (PKD 72.19.Z) Other research and experimental development on naturalsciences and engineering;
6. 5) (PKD 71.12.Z) Engineering activities and related technical consultancy;
7. 6) (PKD 71.20.B) Other technical testing and analysis;
8. 7) (PKD 72.11.Z) Research and experimental development on biotechnology;
8) (PKD 74.10.Z) Specialised design activities;
9) (PKD 74.90.Z) Other professional,scientific and technical activities not elsewhere classified;
10) (PKD 77.39.Z) Rental and leasing of other machinery, equipment and tangible goods not elsewhere classified;
11) (PKD 77.40.Z) Leasing of intellectual property and similar products, except copyrighted works;
12) (PKD 85.60.Z) Educationalsupport activities.
1. Resolutions on material changes to the Company's objects do not require share buybacks, as provided for in Article 416 § 4 and Article 417 of the Commercial Companies Code, provided they are adopted by a two-thirds majority of votes in the presence of persons representing at least half of the Company's share capital.

Chapter II

SHARE CAPITAL. RIGHTS AND OBLIGATIONS OF SHAREHOLDERS.

§ 5 Share capital

1. The share capital is PLN 264,987.70 (two hundred and sixty-four thousand nine hundred and eighty-seven zlotys and 70/100) and is divided into 2,649,877 (two million six hundred and forty-nine thousand eight hundred and seventy-seven) ordinary bearer shares with a nominal value of PLN 0.10 (ten grosz) each.
1. The share capital is divided as follows:
2. 1) 670,000 (six hundred and seventy thousand) series A shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 67,000.00 (sixty seven thousand zlotys and 00/100);
3. 2) 300,000 (three hundred thousand) series B shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 30,000.00 (thirty thousand zlotys and 00/100);
4. 3) 30,000 (thirty thousand) series C shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 3,000.00 (three thousand zlotys and 00/100);
5. 4) 198,570 (one hundred and ninety eight thousand five hundred and seventy) series D shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 19,857.00 (nineteen thousand eight hundred and fifty seven zlotys and 00/100);
6. 5) 19,210 (nineteen thousand two hundred and ten) series E shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 1,921.00 (one thousand nine hundred and twenty one zlotys and 00/100);
7. 6) 19,210 (nineteen thousand two hundred and ten) series F shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 1,921.00 (one thousand nine hundred and twenty one zlotys and 00/100);
7) 68,720 (sixty eight thousand seven hundred and twenty) series G shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 6,872.00 (six thousand eight hundred and seventy two zlotys and 00/100);
8) 68,720 (sixty eight thousand seven hundred and twenty) series H shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 6,872.00 (six thousand eight hundred and seventy two zlotys and 00/100);
9) 10,310 (ten thousand three hundred and ten) series I shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 1,031.00 (one thousand and thirty one zlotys and 00/100);
10) 5,150 (five thousand one hundred fifty) series J shares, with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 515.00 (five hundred and fifteen zlotys and 00/100);
11) 10,310 (ten thousand three hundred and ten) series K shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 1,031.00 (one thousand and thirty one zlotys and 00/100);
12) 140,020 (one hundred and forty thousand and twenty) series L shares, with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 14,002.00 (fourteen thousand two zlotys and PLN 00/100);
13) 155,000 (one hundred and fifty five thousand) series M shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 15,500 (fifteen thousand five hundred and 00/100);
14) 47,000 (forty seven thousand) series N shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 4,700 (four thousand seven hundred zlotys and 00/100);
15) 41,400 (forty one thousand four hundred) series O shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 4,140 (four thousand seven hundred and forty zlotys and 00/100);
16) 42,602 (forty two thousand six hundred and two) series P shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 4,260.20 (four thousand two hundred and sixty zlotys and 00/100);
17) 78,000 (seventy eight thousand) series S shares, with a nominal value of PLN 0.10 (ten #grosz) each, and a total nominal value of PLN 7,800.00 (seven thousand eight hundred zlotys and 0/100);
18) 125,000 (one hundred and twenty five thousand) series T shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 12,500 (twelve thousand five hundred zlotys);
19) 45,655 (forty-five thousand six hundred and fifty-five) series U shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 4,565.50 (four thousand five hundred and sixty-five zlotys and 50/100);
20) 275,000 (two hundred and seventy-five thousand) series V shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 27,500.00 (twenty-seven thousand five hundred zlotys);
21) 300,000 (three hundred thousand) series X shares with a nominal value of PLN 0.10 (ten grosz) each, and a total nominal value of PLN 30,000.00 (thirty thousand zlotys and 00/100);
1. The Company came into existence as a result of transformation of XTPL spółka z ograniczoną odpowiedzialnoscią whose share capital has been fully paid up.

§ 5a Conditional capital (1)

1. The Company's conditional share capital is no more than PLN 18,262.20 (eighteen thousand two hundred and sixty two zlotys and 20/100) and is divided into no more than 182,622 (one hundred eighty two thousand six hundred and twenty two) series R ordinary bearer shares with a nominal value of PLN 0.10 (ten groszy) each.
1. The purpose of the conditional increase in the share capital referred to § 5a(1) above is the grant of the right to take up series R shares to the holders of subscription warrants issued by the Company under Resolution No. 07/04/2019 of the Extraordinary General Meeting of 24 April 2019.
1. Entitled to acquire series R shares will be the holders of the subscription warrants referred to § 5a(2).
1. The right to subscribe for series R shares may be exercised no later than 23 April 2029.

§ 5b Conditional capital (2)

1. The Company's share capital shall be conditionally increased by an amount not lower than PLN 0.10 (ten grosz) and not higher than PLN 7,050 (seven thousand fifty zlotys) by issuing not fewer than 1 (one) and not more than 70,500 (seventy thousand five hundred)) Series U ordinary bearer shares with a nominal value of PLN 0.10 (ten groszy) each.
1. The purpose of the conditional share capital increase referred to in paragraph 1 above is to grant the right to subscribe for series W shares to holders of subscription warrants issued by the Company on the basis of Resolution No. 19/06/ 2024 of the Ordinary General Meeting of June 28, 2024 on the issue of series B registered subscription warrants to the exclusion of all pre-emptive rights of existing shareholders, a conditional increase of the Company's share capital to the exclusion of all pre-emptive rights of existing shareholders in connection with the issue of series W ordinary bearer shares and on amendments to the Company's Articles of Association.
1. Entitled to acquire series W shares will be the holders of the subscription warrantsreferred to § 5a(2).
1. The right to acquire series W shares may be exercised no later than December 31, 2028.

§ 5c Total value of the conditional capital

In connection with the conditional increase of the Company's share capital specified in § 5a and § 5b, the total nominal value of the conditional increase in the Company's share capital shall amount to not more than 25,312,20 (twenty-five thousand three hundred and twelve zlotys and 20/100).

§ 6 Type of shares

The Company'sshares are bearer shares.

§ 7 Bonds and subscription warrants

The Company may issue bonds, including bonds with pre-emptive rights and bonds convertible into the Company's shares.
The Company may issue subscription warrants, registered or bearer ones, on the rules set out in the Commercial Companies Code.

§ 8 Cancellation of shares

1. The Company can cancel its own shares.
1. A share may be cancelled with the shareholder's consent through its acquisition by the Company (voluntary cancellation).

§ 9 [repealed]

§ 10

[repealed]

Chapter III

COMPANY'S BODIES

§ 11 The Company's bodies

The Company's bodies include:

1) General Meeting
2) Supervisory Board
3) Management Board.

GENERAL MEETING

§ 12 Convening General Meetings

1. Annual General Meetings or Extraordinary General Meetings may be held.
1. General Meetings shall be held at the Company's registered office, in Warsaw, Gdynia, Gdańsk, Kraków, Katowice and in Poznań.

§ 14 Voting

Resolutions shall be adopted by an absolute majority of votes cast unless the Articles of Association or provisions of the Commercial Companies Code provide otherwise.

§ 15 Powers of the General Meeting

1. The powers of the General Meeting include the matters provided for in the Commercial Companies Code and these Articles of Association, in particular approving and amending the Terms of Reference of the General Meeting.
1. Acquisition or sale by the Company of real estate, share in real estate or perpetual usufruct shall not require the consent of the General Meeting.

§ 16 Organization and course of the General Meeting

Detailed rules for conducting sessions and adopting resolutions of the General Meeting shall be specified in the terms of reference of the General Meeting.

SUPERVISORY BOARD

§ 17 Composition and term of office

1. The Supervisory Board shall be composed of 5 (five) to 7 (seven) members. Members of the Supervisory Board shall be appointed and removed by the General Meeting. Where members of the Supervisory Board are elected by the General Meeting by voting in separate groups, the Supervisory Board will consist of 5 members.
1. If the General Meeting appointing members of the Supervisory Board does not elect its Chairman and Deputy Chairman, the Supervisory Board shall elect those persons from among its members.
1. Members of the Supervisory Board are appointed for a joint term of five years counted in full fiscal years, i.e. lasting at least 5 (five) full fiscal years and expiring at the end of the 5th (fifth) full fiscal year of the term. Each member of the Supervisory Board may be reappointed.
1. The mandate of a member of the Supervisory Board expires no later than on the date of the General Meeting which approves the financial statements for the last full financial year within the particular term of office.
1. In the event of the death or resignation of a member of the Supervisory Board and reduction of its composition below the established number of members (each time below five members), the remaining members of the

Supervisory Board may, by means of a written statement of all members of the Supervisory Board submitted to the Company, appoint a new member of the Supervisory Board to supplement the Supervisory Board to the established (at least five-member) composition, who shall serve until their appointment is approved by the next General Meeting or the General Meeting elects a new member of the Supervisory Board in place of the co-opted one. In the event of the expiration of the mandate of a member of the Supervisory Board who is a member of the Audit Committee, the co-opted member of the Supervisory Board should meet the analogous (i.e., those met by the member of the Supervisory Board whose expiration of the mandate is the basis for the co-option) criteria referred to in the Act on Auditors, Audit Firms and Public Supervision dated May 11, 2017. Members of the Supervisory Board may be co-opted if the number of Supervisory Board members is at least 2 (two).

A Supervisory Board that, as a result of the expiration of the terms of office of certain members of the Supervisory Board, has fewer members than the number of members specified by the General Meeting, but at least 5 (five), is capable of adopting valid resolutions.

§ 18 Powers of the Supervisory Board

1. The powers of the Supervisory Board shall include all matters provided for in the Commercial Companies Code and the Company's Articles of Association.
1. Specific powers of the Supervisory Board, include:
2. 1) granting consent for the Company to enter into a significant transaction with a related entity within the meaning of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading and public companies, except where the provisions of this Act exclude such an obligation;
3. 2) granting consent to acquire a business enterprise or an organized part thereof belonging to another entrepreneur, to join another company or purchase/acquire/dispose of sharesin another company;
4. 3) approving and amending the terms of reference of the Management Board;
5. 4) expressing consent to grant members of the Management Board of the Company or members of the management boards of its subsidiaries the right to subscribe for or acquire the Company's shares as part of incentive schemes or remuneration systems based on shares or other financial instruments issued by the Company;
6. 5) granting consent for the Company to make any decisions (including conclusion of an agreement) in the scope of disposal or acquisition of the Company's real estate or shares in real estate;
7. 6) representing the Company in agreements with members of the Management Board and in disputes with the Management Board or its members;
8. 7) selecting the auditor of financialstatements.

§ 18A Powers of the Supervisory Board (2)

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Serving by members of the Company's Management Board on the bodies of corporations outside the XTPL Group requires the approval of the Supervisory Board.

§ 19 Organization of the Supervisory Board

1. The Supervisory Board shall act pursuant to the terms of reference adopted by the Supervisory Board, specifying the organization and manner of performing actions by the Supervisory Board.
1. Resolutions of the Supervisory Board are adopted by a simple majority of votes cast, unless legal provisions provide for stricter conditions for adopting resolutions. In the event of an equality of votes, the vote of the Chairman of the Supervisory Board shall have the casting vote.
1. The Supervisory Board may adopt resolutions by circulation or by means of direct remote communication. A resolution shall be valid if all the Supervisory Board Members were duly advised of the contents of the draft resolution, and at least a half of the Supervisory Board Members took part in adopting the resolution.
1. During the meeting, the Supervisory Board may also adopt resolutions on matters not included in the proposed agenda, if none of the Supervisory Board members participating in the meeting objects.
1. The Supervisory Board may also hold meetings without being formally convened, if all Members agree and do not object to the inclusion of particular matters on the agenda.

MANAGEMENT BOARD

§ 20 Composition and term of office

1. The Management Board includes 1 to 5 members appointed for a joint term of five years counted in full fiscal years, i.e. lasting at least 5 (five) full fiscal years and expiring at the end of the 5th (fifth) full fiscal year of the term. Each member of the Management Board may be reappointed for the next term of office.
1. Management Board members shall be appointed and removed by the Supervisory Board.
1. The mandate of a member of the Management Board shall expire no later than on the date of the General Meeting which approves the financialstatements for the last full financial year within the particular term of office.

§ 21 Powers of the Management Board

1. The powers of the Management Board shall include all matters not reserved for the General Meeting or the Supervisory Board.
1. The Management Board shall be authorized to pay interim dividend to shareholders pursuant to Article 349 of the Commercial Companies Code. The payment of an interim dividend shall require the consent of the Company's Supervisory Board.
1. Except for any matters directly reserved for the General Meeting or the Supervisory Board by law or the Articles of Association, the Management Board shall take decisions regarding implementation and execution of incentive

programmes or remuneration systems based on shares or other financial instrumentsissued by the Company to the management, employees or partners of the Company and its subsidiaries.

1. The Management Board shall adopt resolutions by an absolute majority of votes cast. In the event of a tied vote, the President of the Management Board shall have the casting vote.
1. The Management Board may adopt resolutions by circulation or by means of direct remote communication.
1. Detailed rules for the organization and operation of the Management Board may be specified in the Terms of Reference of the Management Board, adopted by the Management Board and approved by the Supervisory Board.

§ 22 Company representation

The Company is represented by each member of the Management Board independently.

Chapter IV

COMPANY ACCOUNTS

§ 23 Company's capitals

1. The Company shall create the following capitals:
2. 1) share capital
3. 2) supplementary capital.
1. The General Meeting may decide on creating a reserve capital and other special funds, and determine how they should be used.

§ 24 Financial year

The calendar year shall be the Company's financial year. The first financial year ends on 31 December 2016.

Chapter V

FINAL PROVISIONS

§ 27 Matters not governed by the Articles of Association

Any matters not regulated by the Articles of Association shall be governed by the Commercial Companies Code and other applicable legal provisions.

AI Terminal

XTPL S.A.

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