XTPL S.A.

Capital/Financing Update • May 25, 2022

With reference to ESPI Current Report 29/2020 of 30 July 2020, theManagement Board of XTPL S.A. ("Company", "Issuer"), hereby reports thatthe Issuer and two bondholders holding the Company's series A bondsconvertible to series U shares with a total nominal value of PLN 3.378million ("Bonds") entered into respective letters of intent establishingthe parameters of the extension of and changes to the debt financinggranted to the Issuer under the Bonds ("Extension of Financing"), whichis to take place by changing the terms of the issue of the existingBonds or converting the Bonds into newly issued bonds, on the followingterms:

1. redemption date: the new redemption date of the Bonds/ New Bonds (asdefined below) would be 30 January 2024 (i.e. extension of theredemption date by 18 months compared to the original redemption date ofthe Bonds);

2. interest rate: 5% per annum starting from 31 July 2022.

The Extension of Financing may take place either as a change in theterms of the issue of the Bonds or through the issue of new bonds ("NewBonds"), with the claims in respect of the Bonds being allocated to theissue price of the New Bonds, provided that the parties' preferredsolution is to proceed with the Extension of Financing by changing theterms of the issue of the Bonds.

Two bondholders, holding Bonds with a total nominal value of PLN 3.378million (which equals to 93.85% of nominal value of series A convertiblebonds), expressed their in those changes to enable the Extension ofFinancing. The third bondholder, holding the remaining Bonds, expressedits willingness redeem the Bonds on the original redemption date.

The Extension of Financing will require the Company's General Meeting toadopt appropriate resolutions to amend the original resolutionconcerning the issue of the Bonds, or to adopt a resolution concerningthe issue of the New Bonds, as the case may be, and to sign the relevantdocumentation with the bondholders. In order to adopt the requiredresolutions by the general meeting, the Company plans to immediatelysummon such general meeting.

The Issuer's Management Board has decided that the preliminaryestablishment of parameters of the Extension of Financing is insideinformation, as the implementation of those arrangements may have asignificant impact on the Company's future cost and cash flow position,which in turn may affect the way the Company and its financialinstruments are perceived by investors. For this reason, in the opinionof the Management Board, the information about agreeing the parametersof the Extension of Financing meets the criteria set out in Article 7(1)of the MAR.