XTPL S.A.

Proxy Solicitation & Information Statement • Jun 2, 2021

POWER OF PROXY TEMPLATE

(place, date)

_____________________

POWER OF PROXY

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")

The Shareholder hereby appoints:

(proxy details, in particular name and surname/ name, PESEL number or other identification number/ address of the proxy, numb er of the identity document) as a proxy to represent the Shareholder by participating in and exercising voting rights attached to (number of shares) _____________of shares of XTPL S.A. with its registered office in Wrocław, held by the Shareholder, at the Extraordinary General Meeting of XTPL S.A. with its registered office in Wrocław (KRS No. 0000619674), to be held on 30 June 2021.

The Shareholder authorises the proxy to act independently and represent the Shareholder with the right to exercise voting rig hts attached to (number of shares) _____________ shares held by the Shareholder in accordance with the attached form of proxy, including in particular to vote on all resolutions included in the General Meeting agenda/ at the discretion of the proxy*.

The proxy shall have right to perform any other acts in law and acts in fact as may be necessary to carry out the power of proxy.

The proxy is authorized to represent the Shareholder also in the event of a break in the General Meeting proceedings.

The proxy shall have/ shall not have* a power of substitution.

This power of proxy is accompanied by a form of proxy document.*

………………………………………….. (signature of the Shareholder or his representative)

* delete if not applicable