XTPL S.A.

Share Issue/Capital Change • May 27, 2019

Referring to ESPI Current Report No. 20/2019 of 24 April 2019, theManagement Board of XTPL S.A. (the "Issuer") announces that today (27May 2019) a share subscription agreement was signed between the Issuerand TPL sp. z o.o. whereby the latter took up 42,602 series P shares ofthe Issuer ("Series P Shares").

In view of the above, the subscription of Series P Shares, issued forthe purpose of the incentive scheme for the Issuer's employees andcollaborators, was completed (the scheme was set up by Resolution No.04/04/2019 of the Issuer's EGM of 24 April 2019. Accordingly, theIssuer's Management Board hereby provides the following informationabout subscription of the Series P Shares:

1. Subscription start and end date:

The subscription began on 24 April 2019 (based on Resolution No.05/04/2019 of the Issuer's EGM, as communicated by the Issuer in ESPICurrent Report No. 20/2019).

The subscription ended on 27 May 2019 (the day of signing by the partiesof the subscription agreement for Series P Shares).

2. Date of allotment of securities:

Not applicable. The Series P Shares were taken up through a privateplacement whereby the Issuer made a share acquisition offer to thespecified entity, who accepted by offer, and then a share subscriptionagreement was signed in relation to the Series P Shares. No allotment ofshares within the meaning of the Commercial Companies Code took place inrelation to the above process. The Series P Shares subscriptionagreement was signed on 27 May 2019.

3. Number of securities subscribed for:

The subscription covered all the Series P Shares, i.e. 42,602 Series PShares of the Issuer.

4. Reduction rate in individual tranches:

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

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

Not applicable - the Series P 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 PShares were taken up, i.e. 42,602 shares.

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

Not applicable - the Series P 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 P Shareswere taken up, i.e. 42,602 shares.

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

The Series P Shares were acquired for PLN 0.10 (ten groszy) per share.

The Series P Shares were fully paid up in cash.

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

Not applicable - the Series P Shares were issued by way of a privatesubscription. No subscriptions orders were made within the meaning ofthe Commercial Companies Code. All Series P Shares, i.e. 42,602 shareswere offered to a single entity by way of a private subscription.

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

Not applicable - the Series P Shares were issued by way of a privateplacement. No allotments were made within the meaning of the CommercialCompanies Code. All Series P Shares, i.e. 42,602 shares were acquired bya single entity, i.e. TPL sp. z o.o. by way of a private placement.

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

Not applicable - no underwriting agreements were signed and the Series PShares 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:

PLN 4,260.20 (four thousand two hundred and sixty zlotys and twentygroszy).

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 1,335, 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 1,230

f) tax on civil law transactions: PLN 105.

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 1,335 PLN / 42,602 = ‭PLN 0.031‬‬‬‬‬‬

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

The Series P Shares were fully paid up in cash.

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

Registration of changes to the Articles of Association by the registrycourt with respect to the share capital increase as a result of theissue of the Series P Shares will be communicated by the Issuer'sManagement Board in a separate current report.

Detailed legal basis:

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