XTPL S.A. — Share Issue/Capital Change 2026

Mar 25, 2026

Report Content Title:

Summary of the subscription for series Y shares and determination of theshare capital

Legal basis:

Other regulations

Content of the Report:

The Management Board of XTPL S.A., with its registered office in Wrocław(the "Issuer" or the "Company"), with reference to ESPI Current ReportNo. 11/2026 dated March 10, 2026 and ESPI Current Report No. 16/2026dated March 24, 2026, hereby reports that on March 25, 2026 theManagement Board of the Company determined the amount of the Company'sshare capital in connection with the completion of the subscription forSeries Y shares (the "Series Y Shares").

The Series Y Shares were issued pursuant to Resolution No. 03/03/2026 ofthe Extraordinary General Meeting of the Company dated March 9, 2026 onincreasing the Company's share capital through the issue of series Yordinary bearer shares (fully disapplying shareholders' preemptionrights), amending the Company's Articles of Association, and applyingfor the admission and introduction of those shares to trading on theregulated market

The Management Board determined the Company's share capital in theCompany's Articles of Association as follows: the share capital amountsto PLN 294,987.70 (two hundred and ninety-four thousand nine hundred andeighty-seven zloty and seventy groszy) and is divided into 2,949,877(two million nine hundred forty-nine thousand eight hundredseventy-seven) ordinary bearer shares with a nominal value of PLN 0.10(ten groszy) each.

Following the completion of the subscription for Series Y shares and thedetermination of the Company's share capital as described above, theCompany's share capital will, upon registration of the amendments to theCompany's Articles of Association resulting from Resolution No.03/03/2026 of the Extraordinary General Meeting of the Company datedMarch 9, 2026 in the register of entrepreneurs of the National CourtRegister, be divided into:

1) 670,000 series A shares;2) 300,000 series B shares;3) 30,000series C shares;4) 198,570 series D shares;5) 19,210 series Eshares;6) 19,210 series F shares;7) 68,720 series G shares;8)68,720 series H shares;9) 10,310 series I shares;10) 5,150series J shares;11) 10,310 series K shares;12) 140,020 series Lshares;13) 155,000 series M shares;14) 47,000 series N shares;15)41,400 series O shares;16) 42,602 series P shares;17) 78,000series S shares;18) 125,000 series T shares;19) 45,655 series Ushares;20) 275,000 series V shares;21) 300,000 series X shares;22)300,000 series Y shares;

The Management Board of the Company presents below a summary of thesubscription for the Series Y Shares:

1. Dates of commencement and completion of the subscription for theSeries Y Shares: The subscription agreements for the Series Y Shareswere concluded on March 10 - 20, 2026.

2. Date of allotment of the Series Y Shares: The subscription of SeriesY Shares was carried out in the form of a private placement, so noshares allocations were made within the meaning of Article 434 of theCommercial Companies Code. On March 20, 2026, the Management Board ofthe Company submitted a statement regarding the determination of theCompany's share capital in the Company's Articles of Association.

3. Number of Series Y Shares subscribed for: The private placement forSeries Y Shares included no fewer than 1 and no more than 300,000 SeriesY Shares.

4. Reduction rates in individual tranches: The Series Y Shares weresubscribed for by investors through a private subscription; therefore,no allocation reduction was necessary. The subscription of the Series YShares was not divided into tranches.

5. Number of Series Y Shares for which subscription offers wereaccepted: A total of 300,000 Series Y Shares were subscribed for andaccepted in the private placement.

6. Number of Series Y Shares taken up in the completed privateplacement: 300,000 Series Y Shares were taken up in the privateplacement.

7. Price at which the Series Y Shares were taken up:

The issue price of one Series Y Share was PLN 65 (sixty five) per share.The total issue price of all Series Y Shares subscribed for by investorsamounted to PLN 19 500 000 (nineteen million five hundred thousandzlotys).

8. Number of investors who entered into subscription agreements forSeries Y Shares: Subscription agreements for Series Y Shares wereexecuted with a total of 27 investors.

9. Names of the sub-underwriters who took up Shares under thesub-underwriting agreements, specifying the number of Series Y Sharesthey subscribed for, together with the actual price per Series Y Share(issue or sale price, net of the fee for subscribing to the financialinstrument unit under the sub-underwriting agreement, paid by thesub-underwriter): No Series Y Shares were taken up by sub-underwriters.

10. Value of the completed placement or sale: The value of the completedsubscription of Series Y Shares (calculated as the number of Series YShares subscribed multiplied by their issue price) amounted to PLN 19500 000 (nineteen million five hundred thousand zlotys).

11. Total costs recognized as expenses of the Series Y Share issuance:As of the date of this report, the total estimated costs recognized asexpenses of the Series Y Share issuance amounted to PLN 975,922.00,including:

a) preparation and execution of the offer: PLN 975,922.00;b)remuneration of underwriters: not applicable;c) preparation of theprospectus, including advice: not applicable;d) offer promotion: notapplicable.

The costs of the Series Y Share issue will not increase the Company'sshare premium, but will be recognized as financial expenses.

12. The average estimated cost of conducting the subscription per SeriesY Share amounts to PLN 3.25..

13. Method of payment for the subscribed Series Y Shares:

The Series Y Shares were paid for in cash.

Following the completion of the subscription of Series Y Shares and thesubmission by the Management Board of a statement specifying theCompany's share capital in the Articles of Association, the Companyintends to promptly file an application with the registry court toregister the increase of the Company's share capital through the issueof Series Y Shares in the register of entrepreneurs of the NationalCourt Register (KRS).