XTPL S.A.

Proxy Solicitation & Information Statement • Jun 7, 2021

FORM OF PROXY TO EXERCISE VOTING RIGHTS BY A PROXY

(place, date)

Shareholder's name/ name and surname:

Shareholder's address:

_____________________

KRS number/ NIP number of the shareholder/ Other registry number*:

Shareholder's PESEL*:

Contact email:

Contact phone number:

("Shareholder")

Proxy's name/ name and surname*: Proxy's address: KRS number/ NIP number of the proxy/ Other registry number*: Proxy's PESEL number*: Proxy's identity document no.: Contact email: Contact phone number: ("Proxy")

The proxy voting form enables the shareholder to place instructions on how to vote at the general meeting. The Company's Management Board shall not verify whether the proxies exercise their voting rights in accordance with the instructions they have received from the Shareholder.

INSTRUCTION ON THE EXERCISE OF VOTING RIGHTS BY A PROXY at the Annual General Meeting of XTPL S.A. with its registered office in Wrocław convened on 30 June 2021

EXPLANATIONS:

Shareholders are requested to issue instructions by putting an "X" in the appropriate field and stating the number of shares, from which voting on the resolution will take place.

If the "Instruction text" or "Objection text" field is left blank, the Shareholder is requested to cross it out.

If the "Instruction content" is completed, shareholders are asked to provide in this field detailed instructions regarding the exercise of voting rights by a proxy, also in the event of submitting other draft resolutions by the Company's shareholders, including in the event of reporting any changes to the draft resolutions corresponding to particular items of the meeting agenda.

In the event of voting against a given resolution, the Shareholder may object below and ask for putting the objection on the record. In such a case, the Shareholder is requested to enter the content of the objection "Objection text" field.

The Issuer notes that the content of the draft resolutions attached to this form may differ from the content of the resolutions published on the Issuer's website. For the avoidance of doubt as to how the proxy should vote in such a case, we recommend specifying in the field "Instruction content in the event of a different draft resolution" how the proxy should act in such a situation.

The Issuer asks the Shareholder to sign each page of the form.

Resolution No. 01/06/2021 of the Annual General Meeting of XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2021 on the election of the Chairman of the Annual General Meeting of Shareholders of XTPL S.A.

§ 1 Electing the Chairman

Acting on the basis of Article 409 § 1 of the Commercial Companies Code, the Annual General Meeting of XTPL S.A. with its registered office in Wrocław elects [] as the Chairman of the Annual General Meeting of XTPL S.A.

§ 2

The resolution shall enter into force immediately.

		VOTING INSTRUCTIONS:
I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution	resolution	vote	objection be recorded
Number of shares:	Number of shares:	Number of shares:		Number of shares:
___	___	___		___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 02/06/2021 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2021 on the adoption of the agenda of the Extraordinary General Meeting

The Annual General Meeting of Shareholders of XTPL S.A. with its registered office in Wrocław ("XTPL S.A." or the "Company") hereby adopts the following agenda:

• 1. Opening the General Meeting.
• 1. Electing the Chairman of the General Meeting.
• 1. Preparing an attendance list, confirming that the General Meeting has been duly convened and has the capacity to adopt resolutions.
• 1. Adopting the agenda.
• 1. Considering the Management Board's report on XTPL S.A. and XTPL Group activities for the financial year of 2020.
• 1. Considering the unconsolidated financial statements of XTPL S.A. for the financial year of 2020.
• 1. Considering the consolidated financial statements of XTPL Group for the financial year of 2020.
• 1. Considering the Management Board's proposal on the covering of the loss for the financial year of 2020.
• 1. Considering the report on the activities of the Supervisory Board of XTPL S.A. for the financial year of 2020 and the result of the Supervisory Board's assessment of the financial statements and the Management Board's report on the activities for the financial year of 2020.
• 1. Adopting a resolution on approval of the Management Board's report on XTPL S.A. and XTPL Group activities for the financial year of 2020.
• 1. Adopting a resolution on approval of the unconsolidated financial statements of XTPL S.A. for the financial year of 2020.
• 1. Adopting a resolution on approval of the consolidated financial statements of XTPL S.A. for the financial year of 2020.
• 1. Adopting a resolution on covering of the loss of XTPL S.A. for the financial year of 2020.
• 1. Adopting resolutions on grating discharge to the Management Board members of XTPL S.A. for performance of their duties in 2020.
• 1. Adopting resolutions on grating discharge to the Supervisory Board members of XTPL S.A. for performance of their duties in 2020.
• 1. Discussion on the Remuneration Report.
• 1. Closing the General Meeting.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 03/06/2021 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2021 on approval of the Management Board's report on XTPL S.A. and XTPL Group activities for the financial year of 2020.

§ 1

Approval of the Management Board's report on XTPL S.A. and XTPL Group activities for the financial year of 2020

Based on Article 393(1) and Article 395 § 2(1) of the Commercial Companies Code, after considering the report of the Management Board of XTPL S.A. on the activities of XTPL S.A. and XTPL Group for the financial year of 2020 (covering the period from 1 January 2020 to 31 December 2020), taking into account the results of the assessment of the report by the Supervisory Board of XTPL S.A., the Annual General Meeting of Shareholders of XTPL S.A. approves the entire Management Board's report on the activities of XTPL S.A. and XTPL Group for the financial year of 2020.

§ 2 Entry into force

The resolution shall enter into force immediately.

VOTING INSTRUCTIONS:

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution	resolution	vote	objection be recorded
Number of shares:	Number of shares:	Number of shares:		Number of shares:
___	___	___		___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 04/06/2021 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2021 on approval of the standalone financial statements of XTPL S.A. for the financial year 2020.

§ 1

Approval of the unconsolidated financial statements for the financial year of 2020

Based on Article 393(1) and Article 395 § 2(1) of the Commercial Companies Code, after considering the standalone financial statements of XTPL S.A. for the financial year 2020 (covering the period from 1 January 2020 to 31 December 2020), taking into account the results of the assessment of the financial statements by the Supervisory Board of XTPL S.A., the Annual General Meeting of Shareholders of XTPL S.A. approves the unconsolidated financial statements of XTPL S.A. for the financial year of 2020:

§ 2 Entry into force

The resolution shall enter into force immediately.

VOTING INSTRUCTIONS:

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution	resolution	vote	objection be recorded
Number of shares:	Number of shares:	Number of shares:		Number of shares:
___	___	___		___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 05/06/2021 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2021 on approval of the consolidated financial statements of XTPL Group for the financial year of 2020

§ 1

Approval of the consolidated financial statements for the financial year of 2020

Based on Article 393(1) and Article 395 § 2(1) of the Commercial Companies Code, after considering the consolidated financial statements of XTPL Group for the financial year of 2020 (covering the period from 1 January 2020 to 31 December 2020), taking into account the results of the assessment of the consolidated financial statements by the Supervisory Board of XTPL S.A., the Annual General Meeting of Shareholders of XTPL S.A. approves the entire consolidated financial statements of XTPL Group for the financial year 2020.

§ 2

Entry into force

The resolution shall enter into force immediately.

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution Number of shares: ___	resolution Number of shares: ___	vote Number of shares: ___	objection be recorded	Number of shares: ___

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

KRS: 0000619674 NIP: 9512394886 REGON: 361898062.

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record. Objection text:

Resolution No. 06/06/2021 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2021 on covering of the loss of XTPL S.A. for the financial year 2020

§ 1

Covering the loss

Having considered the Management Board's proposal re the covering of the loss for the financial year of 2020, taking into account the results of the assessment of the proposal of the Supervisory Board of XTPL S.A., pursuant to Article 395 § 2(2) of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. decides that the net loss of PLN 8,182 thousand (eight million one hundred and eighty–two zlotys) for the financial year of 2020 will be entirely covered from the supplementary capital of XTPL S.A.

§ 2 Entry into force

The resolution shall enter into force immediately.

VOTING INSTRUCTIONS:

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

§ 1 Granting discharge

Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Filip Granek for the performance of his duties as Management Board President of XTPL S.A. during the period from 1 January 2020 to 31 December 2020.

§ 2 Entry into force

The resolution shall enter into force immediately.

VOTING INSTRUCTIONS:

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution	resolution	vote	objection be recorded
Number of shares:	Number of shares:	Number of shares:		Number of shares:
___	___	___		___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 08/06/2021 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2021 on granting discharge to Maciej Adamczyk for performance of his duties

§ 1 Granting discharge

Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Maciej Adamczyk for the performance of his duties as Management Board member of XTPL S.A. during the period from 1 January 2020 to 27 February 2020.

§ 2 Entry into force

The resolution shall enter into force immediately.

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution	resolution	vote	objection be recorded
Number of shares:	Number of shares:	Number of shares:		Number of shares:
___	___	___		___

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 09/06/2021 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2021 on granting discharge to Piotr Lembas for performance of his duties

§ 1

Granting discharge

Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Jacek Olszański for the performance of his duties as Management Board member of XTPL S.A. during the period from 30 June 2020 to 31 December 2020.

§ 2 Entry into force

The resolution shall enter into force immediately.

VOTING INSTRUCTIONS:

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution	resolution	vote	objection be recorded
Number of shares:	Number of shares:	Number of shares:		Number of shares:
___	___	___		___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 10/06/2021 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2021

on granting discharge to Wiesław Rozłucki for performance of his duties

§ 1 Granting discharge

Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Wiesław Rozłucki for the performance of his duties as the Chairman of the Supervisory Board of XTPL S.A. during the period from 1 January 2020 to 31 December 2020.

§ 2 Entry into force

The resolution shall enter into force immediately.

VOTING INSTRUCTIONS:

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 11/06/2021 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2021 on granting discharge to Bartosz Wojciechowski

§ 1

Granting discharge

Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Bartosz Wojciechowski for the performance of his duties as the Deputy Chairman of the Supervisory Board member of XTPL S.A. during the period from 1 January 2020 to 31 December 2020.

§ 2 Entry into force

The resolution shall enter into force immediately.

	___
___		___

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 12/06/2021 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2021 on granting a discharge to Konrad Pankiewicz for performance of his duties § 1

Granting discharge

Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Konrad Pankiewicz for the performance of his duties as Supervisory Board member of XTPL S.A. during the period from 1 January 2020 to 30 June 2020.

VOTING INSTRUCTIONS:

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 13/06/2021 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2021

on granting discharge to Sebastian Młodziński for performance of his duties

§ 1 Granting discharge

Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Sebastian Młodziński for the performance of his duties as Supervisory Board member of XTPL S.A. during the period from 1 January 2020 to 9 January 2020.

§ 2 Entry into force

The resolution shall enter into force immediately.

VOTING INSTRUCTIONS:

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 14/06/2021 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2021 on granting discharge to Piotr Lembas for performance of his duties

§ 1 Granting discharge

Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Piotr Lembas for the performance of his duties as Supervisory Board member of XTPL S.A. during the period from 1 January 2020 to 31 December 2020.

§ 2 Entry into force

The resolution shall enter into force immediately.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

December 2020.

§ 1

Granting discharge Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Herbert Wirth for the performance of his duties as Supervisory Board member of XTPL S.A. during the period from 10 January 2020 to 31

§ 2 Entry into force

The resolution shall enter into force immediately.

VOTING INSTRUCTIONS:

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution	resolution	vote	objection be recorded
Number of shares: ___	Number of shares: ___	Number of shares: ___		Number of shares: ___

In the event of voting against a resolution, the Shareholder may object below and ask for putting the objection on the record.

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments:

Resolution No. 17/06/2021 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of 30 June 2021 on granting discharge to Andrzej Domański for performance of his duties § 1

Granting discharge

Based on Article 395 § 2(3) and Article 395 § 3 of the Commercial Companies Code, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Andrzej Domański for the performance of his duties as the Deputy Chairman of the Supervisory Board member of XTPL S.A. during the period from 5 November 2020 to 31 December 2020.

§ 2 Entry into force

The resolution shall enter into force immediately.

I am voting for the	I am voting against the	I am abstaining from	I request that the	At the proxy's discretion
resolution	resolution	vote	objection be recorded
Number of shares:	Number of shares:	Number of shares:		Number of shares:
___	___	___		___

Objection text:

Instructions on how to vote by a proxy on adopting a Resolution.

Instruction text:

Instructions on how to vote by proxy if the content of the draft resolution attached to this form differs from the content of the resolution voted on at the General Meeting:

Instructions if the draft resolution is different:

Other comments: