XTPL S.A.

M&A Activity • Nov 3, 2020

The Management Board of XTPL S.A. having its registered office inWrocław (the "Issuer") hereby announces that on 3 November 2020, theIssuer purchased shares of TPL sp. z o.o. having its registered officein Wrocław (ul. Stabłowicka 147, 54-066 Wrocław), entered in thebusiness register of the National Court Register kept by the DistrictCourt for Wrocław-Fabryczna, 6th Commercial Division of the NationalCourt Register, under KRS no.0000553991 ("TPL").

The Issuer acquired a total of 100 shares of TPL, constituting 100% ofthe share capital of TPL, with a nominal value of PLN 50.00 (fifty)each. The shares were acquired from three shareholders, i.e.:

a) 33 shares in the share capital of TPL from Sebastian Młodziński;

b) 33 shares in the share capital of TPL from Adriana Pankiewicz;

c) 34 shares in the share capital of TPL from Filip Granek.

The shares in the share capital of TPL were acquired withoutremuneration, but as a donation from each of the TPL shareholders to theIssuer.

Under an agreement with the Issuer, TPL acts as the administrator of theIssuer's employee incentive scheme, which is an important part ofmanaging and motivating the Issuer's employees and collaborators,contributing to the Issuer's business development and value generation.

The acquisition of 100% of shares of TPL, and thus taking over fullcontrol over TPL, eliminates the risks associated with the management ofthe incentive scheme by a third party whose ownership structure does notreflect the Issuer's ownership structure.

In the Issuer's opinion the information meets the criteria of insideinformation as per MAR due to the fact that the Issuer has acquired 100%of shares of TPL, which will result in the entity becoming a member ofthe Issuer's group and being covered by consolidation for the purpose ofpreparing financial statements. As at the date of the report, the Issuermakes a preliminary estimate that the acquisition of all shares in TPLwill reduce the Issuer's net profit disclosed in the consolidatedfinancial statements by approx. PLN 500 thousand.