XTPL S.A.

Capital/Financing Update • Jul 30, 2020

With reference to ESPI Current Reports Nos. 17/2020 and 24/2020, and inconjunction with Resolution No. 04/06/2020 of the Extraordinary GeneralMeeting of XTPL S.A. of 8 June 2020 on the issue of bonds convertibleinto series U shares, and a conditional share capital increase byissuing series U shares, and depriving shareholders of all theirpreemptive rights to the convertible bonds and series U shares, theManagement Board of XTPL S.A. ("Issuer") advises that on 30 July 2020 itadopted a resolution on the allocation of 48,648 series A registeredbonds convertible into the Company's series U shares with a nominalvalue of PLN 74 per bond, and a total nominal value of PLN 3,599,952("Bonds").

The Bonds were issued at an issue price equal to their nominal value.

The Bonds are to be redeemed on 30 July 2022.

The Bonds have a fixed rate of interest of 2% (two percent) per annum,calculated on their nominal value as of the allocation date (excludingthat date) until the redemption date or an early redemption date(including that date). The interest will be paid on one of those dates.

The Bonds will be converted into the Issuer's series U shares in such away that there will be one series U share allocated to each Bond, andthe conversion price will be equal to the nominal value of one Bond. TheBondholder has the right to demand conversion of the Bonds into theseries U shares no earlier than 1 (one) month before the redemption dateand no later than 11 (eleven) working days before the redemption date.

The Issuer is not entitled to redeem all or a part of the Bonds beforethe redemption date.

The Bonds will not be listed on a regulated market or in an alternativetrading system.

The Bonds are unsecured.

The Bonds were offered under Article 33(1) of the Bonds Act of 15January 2015, as amended, and Article 1(4)(a) and (b) of Regulation (EU)2017/1129 of the European Parliament and of the Council on theprospectus to be published when securities are offered to the public oradmitted to trading on a regulated market, and repealing Directive2003/71/EC, by making a Bond purchase proposal to maximum 149 investorsselected by the Company's Management Board, without preparing aprospectus or an information memorandum.