XTPL S.A.

Share Issue/Capital Change • Jul 19, 2019

Referring to ESPI Current Report No. 26/2019 of 13 June 2019, and toESPI Current Report No. 27/2019 of 26 June 2019, the Management Board ofXTPL S.A. (the "Issuer") announces that on 18 July 2018 the last sharesubscription agreement was signed relating to the acquisition of a partof the Issuer's series S shares ("Series S Shares"), which ended thesubscription for the Series S Shares.

In view of the above, the Issuer's Management Board hereby publishes thefollowing information on the subscription for the Series S Shares:

1. Subscription start and end date:

The subscription began on 26 June 2019 (based on Resolution of theIssuer's Management Board, as communicated by the Issuer in ESPI CurrentReport No. 27/2019).

The subscription ended on 18 July 2019 (the day of signing by theparties of the last subscription agreement for the Series S Shares).

2. Date of allotment of securities:

Not applicable. The Series S Shares were taken up through a privateplacement whereby the Issuer made a share acquisition offer to thespecified entities, who accepted the offer, and then share subscriptionagreements were signed in relation to the Series S Shares. Accordingly,no allotment of shares within the meaning of the Commercial CompaniesCode took place. The last subscription agreement concerning Series SShares was signed on 18 July 2019.

3. Number of securities subscribed for:

The subscription included the maximum number of the Series S Shares,i.e. 78,000 Series S Shares of the Issuer.

4. Reduction rate in individual tranches:

Not applicable - all the Series S Shares were taken up by investors byway of a private placement with no reduction.

5. Number of securities for which subscription orders were made:

Not applicable - the Series S Shares were issued by way of a privateplacement. No subscriptions orders were made within the meaning of theCommercial Companies Code. As part of the subscription, all the Series SShares were taken up, i.e. 78,000 shares.

6. Number of securities alloted as part of the subscription:

Not applicable - the Series S Shares were issued by way of a privateplacement. No allotments were made within the meaning of the CommercialCompanies Code. As part of the subscription, all the Series S Shareswere taken up, i.e. 78,000 shares.

7. The price for which the securities were acquired and information onhow the securities will be paid up:

The Series S Shares were acquired at the issue price of PLN 130 (onehundred and thirty zlotys) per share and were fully paid up in cash.

8. Number of persons who placed subscription orders for the shares inindividual tranches:

Not applicable - the Series S Shares were issued by way of a privateplacement. No subscriptions orders were made within the meaning of theCommercial Companies Code. All the Series S Shares, i.e. 78,000 shares,were offered to selected entities by way of a private placement.

9. Number of persons to whom securities were alloted as part of thesubscription in individual tranches:

Not applicable - the Series S Shares were issued by way of a privateplacement. No allotments were made within the meaning of the CommercialCompanies Code. All the Series S Shares, i.e. 78,000 shares, wereoffered to the entities selected by the Management Board by way of aprivate placement.

10. (Business) names of the underwriters who took up securities underunderwriting agreements:

Not applicable - no underwriting agreements were signed and the Series SShares were not acquired by underwriters.

11. The value of the subscription, understood as the number ofsecurities covered by the offer multiplied by the issue price: PLN10,140,000.00 (ten million one hundred and forty thousand zlotys).

12. Total costs that have been included in the issuance costs, brokendown into relevant headings:

As at the date of publication of the report, the total costs included inthe issuance costs were: PLN 588,371.60 including:

a) preparing and conducting the offer: PLN 0

b) underwriters' fees PLN 0

c) preparing the prospectus, including consultancy: PLN 0

d) promoting the offer: PLN 0

e) notary costs: PLN 1,298

f) tax on civil law transactions: PLN 34

g) other costs: PLN 587 039,60

In accordance with Article 36(2b) of the Accounting Act of 29 September1994, the issuance costs incurred when increasing the share capital arededucted from the supplementary capital up to the share premium, whilethe remaining portion is recognized as financial expenses.

13. The average subscription cost per unit of security covered by thesubscription:

PLN 588,371.60 / 78,000 = ‭PLN 7.54‬‬‬‬

14. Method of payment for the acquired (paid up) securities:

The Series S Shares were fully paid up in cash.

The Series S Shares were not paid up by any set-off of claims or inexchange for a non-cash contribution.

Detailed legal basis:

§ 16(1) of the Finance Minister's Ordinance of 29 March 2019 on currentand financial information (...).