XTPL S.A.

Share Issue/Capital Change • Jun 13, 2019

The Management Board of XTPL S.A. with its registered office in Wrocław(the "Issuer", "Company") announces that in view of the declaration ofinterest received from a group of foreign investors regardingsubscription of the Issuer's shares, and taking into account theCompany's further development plans concerning commercialization of itstechnology, the Management Board has decided to start actions designedto issue new shares and increase the Issuer's share capital within theauthorized capital.

The Issuer's Management Board plans to undertake the following actions:

1) Subject to the Supervisory Board's consent referred to in point 2below, to adopt a resolution on increasing the Company's share capital(within the authorized capital) by issuing from 55 000 (fifty fivethousand) up to 65 000 (sixty five thousand) shares ("Shares") with anominal value of PLN 0.10 each;

2) To fully deprive the Issuer's existing shareholders of theirpre-emptive rights to the Shares; the Management Board intends to askthe Supervisory Board for its consent in this regard, pursuant toArticle 447 § 1 of the Commercial Companies Companied and § 10(8) of theIssuer's Articles of Association;

3) To offer the Shares to the investors known to the Issuer before thedate of publication of this report. The Shares will be offered through aprivate placement based on Article 431 § 2(1) of the CommercialCompanies Code to no more than 149 persons - for this reason, no shareprospectus or information memorandum will be drawn up;

4) To determine the issue price of the Shares based on VWAP (volumeweighted average price) calculated for the last month of trading in theCompany's shares as of the day preceding the date of publication of thisreport and reduced by a 7% discount and rounded down to full PLN, whichmeans that the issue price of one Share will be PLN 130;

5) To allocate the funds from the issue of the Shares, to, inter alia,the financing of work on commercialization of the technology inSoutheast Asian markets and further development of the patent cloud.

The Management Board plans to end the issue of the Shares within onemonth of the date of this report.

The Issuer's Management Board will release separate current reports toinform about adoption of the resolution on the issue of the Shares andabout the end of subscription of the Shares.