Information Memorandum

Please note that the materials and information presented below may be modified or updated from time to time. Accordingly, please read them in full each time you visit this website.

THE MATERIALS AND INFORMATION ON THIS WEBSITE ARE NOT SUBJECT TO, CANNOT BE TRANSFERRED FOR THE PURPOSES OF AND ARE NOT INTENDED FOR DISSEMINATION, ANNOUNCEMENT, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE OR UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH IT WOULD BE AN INFRINGEMENT OF APPLICABLE LAWS OR REGULATIONS OR WOULD REQUIRE A REGISTRATION OR LICENSE IN SUCH JURISDICTION.

The materials and information published on this website relate to a public offering in Poland (“Public Offering”) of up to 155,000 series M bearer shares with a nominal value of PLN 0.10 each, issued by XTPL S.A. with its registered office in Wrocław (the “Company”).

The public offering of the Company’s series M shares is carried out on the basis of the Information Memorandum (“Memorandum”) available on this website.

Before taking an investment decision, the investor should carefully read the Memorandum, including the risk factors described in the Memorandum, as well as any appendices and updates to the Memorandum as may be published from time to time.

Any investment decisions regarding the securities offered should be taken only after analysis of the entire Memorandum and its appendices and updates.

The Company’s series M shares offered on the basis of the Memorandum are offered under a public offering within the meaning Article 3(1) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies (Journal of Laws of 2016, item 1639), hereinafter referred to as the Public Offering Act, and in the manner specified in Article 7(9) of this Act. According to Article 41(1) of the Public Offering Act, in the cases referred to in Article 7(9) of Public Offering Act, the Issuer is to make the information memorandum available to the public.

The memorandum does not require the approval by the Polish Financial Supervision Authority.

The electronic version of the Memorandum was published in accordance with Article 45(2) and Article 47(1)(2) and Article 47(5) in conjunction with Article 41(2) of the Public Offering Act on the Company’s website (www.xtpl.com) and additionally, for information purposes, on the website of Dom Maklerski (Brokerage House) of Bank Ochrony Środowiska S.A. which offers series M shares of the Company under the Public Offering (the “Offeror”) (www.bossa.pl). The Memorandum, together with its appendices and updates, if any, and information about the issue price of the Company’s series M Shares (once prepared and published) is available and during its validity will be available in electronic form on the Company’s website (www.xtpl.com) and additionally, for information purposes, on the Offeror’s website (www.bossa.pl). The Memorandum is the only legally binding offer document containing, for the purpose of the Public Offering, information about the Company, the Company’s shares (including the Company’s series M shares) and the Public Offering.

The materials that have been or will be published on this website include the Memorandum, any appendices and updates to the Memorandum, information about the issue price of the Company’s series M shares (once determined and published) and any other promotional information approved by the Company for use in connection with the Public Offering.

The Public Offering will be conducted only on the territory of the Republic of Poland, therefore the offering is addressed to residents of the Republic of Poland.

These materials and information do not constitute an offer to sell securities in the United States of America, Canada, Japan, Australia or any other jurisdiction where it would constitute a breach of applicable law or require a registration. The securities may not be sold in the United States unless they have been registered by the US Securities and Exchange Commission or are exempt from registration under the relevant provisions of the U.S. Securities Act of 1933, as amended. The Company’s securities have not been and will not be registered in accordance with the provisions of the U.S. Securities Act and may not be offered or sold in the United States of America, unless as part of a registration exemption or as part of transactions that are not subject to the registration obligations under the U.S. Securities Act.

Neither the Memorandum nor the Company’s securities covered by the Memorandum have been or will be subject to registration, approval or notification in any country except the Republic of Poland, in particular in accordance with the legal provisions issued under Directive 2003/71/EC of the European Parliament and the Council, as amended, and they may not be offered or sold outside the Republic of Poland (including in other European Union countries, the United States of America, Canada, Japan and Australia), unless in a particular country such an offer or sale is possible in accordance with law, without the need for the Company or its advisors to comply with any additional legal requirements. Neither the Company nor any other entity acting on its behalf or for its benefit has undertaken or will undertake any activities in the future that could be considered a public offering of the Company’s securities covered by this Memorandum in any country other than the Republic of Poland. Each investor residing or established outside the Republic of Poland should become familiar with the relevant provisions of Polish law and laws of other countries that may apply to him in connection with his potential participation in the Public Offering.

This material may not be released or otherwise distributed, disseminated or sent, indirectly or directly, in whole or in part, in or into the territory of the United States or to any U.S. persons (as defined by Regulation S under the U.S. Securities Act) or in or into the territory of Australia, Canada or Japan or any jurisdiction where the distribution of these materials would violate any applicable law or regulation or require any registration or license. Failure to comply with this requirement may result in a breach of the Securities Act or other applicable securities laws.

BY CHOOSING “NEXT” I ACKNOWLEDGE AND CONFIRM THAT:

I AM PRESENT IN AND I ACCESS THIS WEBSITE FROM THE TERRITORY OF POLAND. I AM NOT A RESIDENT OF AND I AM NOT STAYING IN THE TERRITORY OF THE UNITED STATES OR ANY TERRITORIES OR POSSESSIONS OF THE UNITED STATES. I’M NOT A RESIDENT OF AND I AM NOT ESTABLISHED IN CANADA, JAPAN OR AUSTRALIA OR IN ANY OTHER JURISDICTION WHERE ACCESS TO THE INFORMATION CONTAINED ON THIS WEBSITE WOULD VIOLATE THE APPLICABLE LOCAL LAWS OR WOULD REQUIRE A REGISTRATION. Please note that browsing and accessing these materials in violation of the above statement may constitute a breach of securities trading laws, particularly those applicable in Poland and the United States of America.

THE PUBLIC OFFER WAS FINISHED – MEMORANDUM LOST VALUE

Dalej

Number of shares offered	The public offering included not fewer than 1 and not more than 155,000 series M ordinary bearer shares with a nominal value of PLN 0.10, divided into tranches as follows: • 20,000 Shares in the retail tranche; • 135,000 Shares in the institutional investors’ tranche;
Issue price	PLN 66.00
Publication of the Information Memorandum	2 June 2017
Book building	3 July 2017
Accepting subscriptions and payments from investors (opening and closing subscriptions)	4–7 July 2017
Allotment of shares (without mediation by WSE)	11 July 2017
Reduction rate	The reduction rate in the Retail Tranche was 6.98%. No reduction rate applied to the Institutional Tranche.

Information Memorandum

THE PUBLIC OFFER WAS FINISHED – MEMORANDUM LOST VALUE

Downloadable documents related to the M series shares offering:

The offering was carried out according to the following schedule: