XTPL S.A.

Capital/Financing Update • May 11, 2020

The Management Board of XTPL S.A. ("Company", "Issuer") hereby announcesthat as a result of receipt of potential investors' preliminarydeclarations regarding involvement in financing the Company'soperations, as well as taking into account the Company's furtherdevelopment plans and its financial needs, the Management Board hasdecided to start actions aimed at raising new financing for the Companythrough the issue of new shares and convertible bonds.

The financing would be obtained through:

1) The issue of up to new 42,000 ordinary bearer shares in the increasedshare capital of the Company, as part of a private placement addressedto a limited group of investors selected by the Management Board,excluding all the preemptive rights of the Company's existingshareholders;

2) The issue of bonds with a total nominal value of up to PLN 3,200,000convertible into the Company's shares to be issued as part of aconditional share capital increase, excluding all the preemptive rightsof the shareholders in relation to the bonds and shares, and offeringthe bonds to a limited group of investors selected by the ManagementBoard.

Neither the issue of the shares nor the bonds will require a prospectusor information memorandum to be drawn up within the meaning of the Acton public offering, conditions governing the introduction of financialinstruments to organized trading and public companies.

Detailed conditions for the issue of the shares and the convertiblebonds will be presented by the Management Board in draft resolutions ofthe General Meeting, which the Management Board intends to call toobtain the consent of the Company's shareholders to raise the proposedfinancing.

The newly issued shares and the convertible bonds will be offered asclose to simultaneously as possible, taking into account the legalconditions relating to the respective offers.