XTPL S.A.

Proxy Solicitation & Information Statement • Jun 3, 2023

_____________________

FORM OF PROXY (this form shall not replace the power of proxy document)

(place, date)

Shareholder's name/ name and surname:

Shareholder's address:

KRS number/ NIP/ Other registry number of the shareholder*:

Shareholder's PESEL*:

Contact email:

Contact phone number:

("Shareholder")

Proxy's name/ name and surname*: Proxy's address: KRS number/ NIP/ Other registry number of the proxy: Proxy's PESEL number*: Proxy's identity document no.: Contact email:

Contact phone number:

("Proxy")

The proxy voting form enables the shareholder to place instructions on how to vote at the general meeting. The Company's Management Board shall not verify whether the proxies exercise their voting rights in accordance with the instructions they have received from the Shareholder.

INSTRUCTION ON THE EXERCISE OF VOTING RIGHTS BY A PROXY at the Annual General Meeting of XTPL S.A. with its registered office in Wrocław convened on 30 June 2023

EXPLANATIONS:

Shareholders are requested to issue instructions by putting an "X" in the appropriate field and stating the number of shares, from which voting on the resolution will take place.

If the "Instruction text" or "Objection text" field is left blank, the Shareholder is requested to cross it out.

If the "Instruction content" is completed, shareholders are asked to provide in this field detailed instructions regarding the exercise of voting rights by a proxy, also in the event of submitting other draft resolutions by the Company's shareholders, including in the event of reporting any changes to the draft resolutions corresponding to particular items of the meeting agenda.

In the event of voting against a given resolution, the Shareholder may object below and ask for putting the objection on the record. In such a case, the Shareholder is requested to enter the content of the objection "Objection text" field.

The Issuer notes that the content of the draft resolutions attached to this form may differ from the content of the resolutions published on the Issuer's website. For the avoidance of doubt as to how the proxy should vote in such a case, we recommend specifying in the field "Instruction content in the event of a different draft resolution" how the proxy should act in such a situation.

The Issuer asks the Shareholder to sign each page of the form.

* delete if not applicable

Resolution No. 01/06/2023 of the Annual General Meeting XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on the election of the AGM Chairman

• 1. Acting on the basis of Article 409 § 1 of the Commercial Companies Code, the Extraordinary General Meeting of XTPL S.A. with its registered office in Wrocław elects [__] as the Chairman of the Extraordinary General Meeting.
• 1. The resolution shall enter into force immediately.

VOTING INSTRUCTIONS:

I am voting for the	I am voting against	I am abstaining from	I request that the	At the proxy's
resolution	the resolution	vote	objection be recorded	discretion
Number of shares:	Number of shares:	Number of shares:		Number of shares:
___	___	___		___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 02/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on the adoption of the agenda of the Annual General Meeting

The Annual General Meeting of Shareholders of XTPL S.A. with its registered office in Wrocław ("Company") hereby adopts the following agenda:

• 1. Opening the General Meeting.
• 1. Electing the Chairman of the General Meeting.
• 1. Confirming that the General Meeting has been duly convened and has the capacity to adopt resolutions.
• 1. Adopting the agenda.
• 1. Considering the Management Board's report on XTPL S.A. and XTPL Group activities for the financial year of 2022.
• 1. Considering the standalone financial statements of XTPL S.A. for the financial year of 2022.
• 1. Considering the consolidated financial statements of XTPL Group for the financial year of 2022.
• 1. Considering the Management Board's proposal on the covering of the loss for the financial year of 2022.
• 1. Considering the report on the activities of the Supervisory Board of XTPL S.A. for the financial year of 2021 and the result of the Supervisory Board's assessment of the financial statements and the Management Board's report on the activities for the financial year of 2022.
• 1. Adopting a resolution on approval of the Supervisory Board's report on activities for the financial year of 2022.
• 1. Adopting a resolution on approval of the Management Board's report on XTPL S.A. and XTPL Group activities for the financial year of 2022.
• 1. Adopting a resolution on approval of the standalone financial statements of XTPL S.A. for the financial year of 2022.
• 1. Adopting a resolution on approval of the consolidated financial statements of XTPL S.A. for the financial year of 2022.
• 1. Adopting a resolution on covering of the loss of XTPL S.A. for the financial year of 2022.
• 1. Adopting resolutions on grating discharge to the Management Board members of XTPL S.A. for performance of their duties in 2022.
• 1. Adopting resolutions on grating discharge to the Supervisory Board members of XTPL S.A. for performance of their duties in 2022
• 1. Adopting a resolution on determining the number of Supervisory Board members for the new term.
• 1. Adopting a resolution on the appointment of members of the Supervisory Board for the new term.
• 1. Discussion on the Remuneration Report.
• 1. Closing the General Meeting.
• The resolution shall enter into force immediately.

VOTING INSTRUCTIONS:

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Resolution No. 03/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on approval of the Supervisory Board's report on activities for the financial year of 2022.

1. The Annual General Meeting of Shareholders of XTPL S.A., having considered the report on the activities of the Supervisory Board of XTPL S.A. for the 2022 fiscal year and the results of the Supervisory Board's evaluation of the financial statements and the Management Board's report on its activities for the 2022 fiscal year, approves in its entirety the report on the activities of the Supervisory Board of XTPL S.A. for the 2022 fiscal year.

The resolution shall enter into force immediately.

VOTING INSTRUCTIONS:

I am voting for the resolution	I am voting against the resolution	I am abstaining from vote	I request that the objection be recorded	At the proxy's discretion
Number of shares:	Number of shares:	Number of shares:		Number of shares:
___	___	___		___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Resolution No. 04/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on approval of the Management Board's report on XTPL S.A. and XTPL Group activities for the financial year of 2022.

1. Based on Article 393(1) and Article 395 § 2(1) of the Commercial Companies Code, after considering the report of the Management Board of XTPL S.A. on the activities of XTPL S.A. and XTPL Group for the financial year of 2022 (covering the period from 1 January 2022 to 31 December 2022), taking into account the results of the assessment of the report by the Supervisory Board of XTPL S.A., the Annual General Meeting of Shareholders of XTPL S.A. approves the entire Management

2. The resolution is effective immediately.

VOTING INSTRUCTIONS:

Board's report on the activities of XTPL S.A. and XTPL Group for the financial year of 2022.

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 05/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on approval of the standalone financial statements of XTPL S.A. for the financial year 2022

• 1. Based on Article 393(1) and Article 395 § 2(1) of the Commercial Companies Code, after considering the standalone financial statements of XTPL S.A. for the financial year 2021 (covering the period from 1 January 2021 to 31 December 2021), taking into account the results of the assessment of the financial statements by the Supervisory Board of XTPL S.A., the Annual General Meeting of Shareholders of XTPL S.A. approves the unconsolidated financial statements of XTPL S.A. for the financial year of 2021.
• 1. The resolution is effective immediately.

VOTING INSTRUCTIONS:

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Resolution No. 06/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on approval of the consolidated financial statements of XTPL Group for the financial year of 2022

• 1. Based on Article 393(1) and Article 395 § 2(1) of the Commercial Companies Code, after considering the consolidated financial statements of XTPL S.A. for the financial year 2021 (covering the period from 1 January 2021 to 31 December 2021), taking into account the results of the assessment of the financial statements by the Supervisory Board of XTPL S.A., the Annual General Meeting of Shareholders of XTPL S.A. approves the consolidated financial statements of XTPL S.A. for the financial year of 2021.
• 1. The resolution is effective immediately.

VOTING INSTRUCTIONS:

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 07/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on covering of the loss of XTPL S.A. for the financial year 2022

• 1. Having considered the Management Board's proposal re the covering of the loss for the financial year of 2021, taking into account the results of the assessment of the proposal of the Supervisory Board of XTPL S.A., pursuant to Article 395 § 2(2) of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. decides that the net loss of PLN 6,598 thousand (six million five hundred and ninety–eight zlotys) for the financial year of 2021 will be entirely covered from the supplementary capital of XTPL S.A
• 1. The resolution is effective immediately.

VOTING INSTRUCTIONS:

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Resolution No. 08/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on granting discharge to Filip Granek for performance of his duties

• 1. Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Filip Granek for the performance of his duties as Management Board President of XTPL S.A. during the period from 1 January 2022 to 31 December 2022.
• 1. The resolution is effective immediately.

VOTING INSTRUCTIONS:

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution Number of shares: ___	resolution Number of shares: ___	vote Number of shares: ___	objection be recorded	Number of shares: ___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

capital: PLN 202,922.20, paid up in full. KRS: 0000619674; NIP: 9512394886; REGON: 361898062.

Resolution No. 09/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on granting discharge to Jacek Olszański for performance of his duties

• 1. Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Jacek Olszański for the performance of his duties as Management Board Member of XTPL S.A. during the period from 1 January 2022 to 31 December 2022.
• 1. The resolution is effective immediately.

VOTING INSTRUCTIONS:

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 10/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on granting discharge to Wiesław Rozłucki for performance of his duties

• 1. Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Wiesław Rozłucki for the performance of his duties as the Chairman of the Supervisory Board of XTPL S.A. during the period from 1 January 2022 to 31 December 2022.
• 1. The resolution is effective immediately.

VOTING INSTRUCTIONS:

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution	resolution	vote	objection be recorded
Number of shares: ___	Number of shares: ___	Number of shares: ___		Number of shares: ___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Resolution No. 11/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on granting discharge to Bartosz Wojciechowski for performance of his duties

• 1. Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Bartosz Wojciechowski for the performance of his duties as the Deputy Chairman of the Supervisory Board of XTPL S.A. during the period from 1 January 2022 to 31 December 2022.
• 1. The resolution is effective immediately.

VOTING INSTRUCTIONS:

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution	resolution	vote	objection be recorded
Number of shares: ___	Number of shares: ___	Number of shares: ___		Number of shares: ___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Resolution No. 12/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on granting discharge to Andrzej Domański for performance of his duties

• 1. Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Andrzej Domański for the performance of his duties as the Deputy Chairman of the Supervisory Board of XTPL S.A. during the period from 1 January 2022 to 31 December 2022.
• 1. The resolution is effective immediately.

VOTING INSTRUCTIONS:

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 13/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on granting discharge to Beata Turlejska for performance of his duties

• 1. Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Beata Turlejska for the performance of his duties as the Supervisory Board member of XTPL S.A. during the period from 1 January 2022 to 31 December 2022.
• 1. The resolution is effective immediately.

VOTING INSTRUCTIONS:

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution	resolution	vote	objection be recorded
Number of shares:	Number of shares:	Number of shares:		Number of shares:
___	___	___		___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 14/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on granting discharge to Piotr Lembas for performance of his duties

• 1. Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Piotr Lembas for the performance of his duties as the Supervisory Board member of XTPL S.A. during the period from 1 January 2022 to 31 December 2022.
• 1. The resolution is effective immediately.

VOTING INSTRUCTIONS:

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution	resolution	vote	objection be recorded
Number of shares: ___	Number of shares: ___	Number of shares: ___		Number of shares: ___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Resolution No. 15/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on granting discharge to Herbert Wirth for performance of his duties

• 1. Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Herbert Wirth for the performance of his duties as the Supervisory Board member of XTPL S.A. during the period from 1 January 2022 to 31 December 2022.
• 1. The resolution is effective immediately.

VOTING INSTRUCTIONS:

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution	resolution	vote	objection be recorded
Number of shares:	Number of shares:	Number of shares:		Number of shares:
___	___	___		___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Resolution No. 16/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on determining the number of members of the Supervisory Board for the new term

• 1. Having regard to Article 385 § 1, Article 369 § 3 and § 4 in connection with Article 386 § 2 of the Act Commercial Companies Code and § 17.1 sentence 1 and § 17.2 sentence 3 of the Articles of Association of XTPL S.A., The Annual General Meeting of Shareholders of XTPL S.A. states that the term of office and mandates of the Members of the Supervisory Board of XTPL S.A. appointed for a joint three-year term of office on the basis of "Resolution No. 14/06/2020 of the Annual General Meeting of Shareholders of XTPL S.A. dated June 30, 2020 on appointment of Members of the Supervisory Board for a new term of office" shall expire on June 30, 2023.
• 1. Pursuant to Article 385 § 1, Article 369 § 3 and § 4 in connection with Article 386 § 2 of the Law Commercial Companies Code and § 17.1 sentence 1 and § 17.2 of the Articles of Association of XTPL S.A., the Annual General Meeting of Shareholders of XTPL S.A. resolves that the Supervisory Board of the next term shall consist of [...] Members.
• 1. The resolution is effective immediately.

I am voting for the resolution Number of shares: _________ I am voting against the resolution Number of shares: _________ I am abstaining from vote Number of shares: _________ I request that the objection be recorded At the proxy's discretion Number of shares: _________

VOTING INSTRUCTIONS:

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Resolution No. […]/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2023 on appointment of a Member of the Supervisory Board for a new term

• 1. Having regard to Article 385 § 1 of the Act Code of Commercial Companies and Partnerships and § 17 of the Articles of Association of XTPL S.A. appoints [...], PESEL: [...], to the Supervisory Board of the new term and assigns him the function of [...].
• 1. The resolution is effective immediately.

VOTING INSTRUCTIONS:

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution	resolution	vote	objection be recorded
Number of shares:	Number of shares:	Number of shares:		Number of shares:
___	___	___		___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments: