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XTPL S.A.

Share Issue/Capital Change Jun 23, 2020

5868_rns_2020-06-23_20bc6ac5-e48d-4856-b93f-096fd4057b54.html

Share Issue/Capital Change

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Referring to ESPI Current Reports No. 12/2020, No. 17/2020 and No.18/2020, the Management Board of XTPL S.A. (the "Issuer") announces thaton 23 June 2020 the last share subscription agreement was signedrelating to the acquisition of a part of the Issuer's Series T shares("Series T Shares"), which ended the subscription for the Series TShares.

In view of the above, the Issuer's Management Board hereby publishes thefollowing information on the subscription for the Series T Shares:

1. Subscription start and end date:

The subscription began on 8 June 2020 (based on Resolution of theIssuer's Extraordinary Meeting of Shareholders, , as communicated by theIssuer in ESPI Current Report No. 17/2020).

The subscription ended on 23 June 2020 (the day of signing by theparties of the last subscription agreement for the Series T Shares).

2. Date of allotment of securities:

Not applicable. The Series T Shares were taken up through a privateplacement whereby the Issuer made a share acquisition offer to thespecified entities, who accepted the offer, and then share subscriptionagreements were signed in relation to the Series T Shares. Accordingly,no allotment of shares within the meaning of the Commercial CompaniesCode took place. The last subscription agreement concerning Series TShares was signed on 23 June 2020.

3. Number of securities subscribed for:

The subscription included the maximum number of the Series T Shares,i.e. 125,000 Series T Shares of the Issuer.

4. Reduction rate in individual tranches:

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

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

Not applicable - the Series T 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 TShares were taken up, i.e. 125,000 shares.

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

Not applicable - the Series T 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 T Shareswere taken up, i.e. 125,000 shares.

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

The Series T Shares were acquired at the issue price of PLN 74 (seventyfour zlotys) per share.

The Series T Shares were fully paid up in cash.

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

Not applicable - the Series T Shares were issued by way of a privateplacement. No subscriptions orders were made within the meaning of theCommercial Companies Code. All the Series T Shares, i.e. 125,000 shares,were offered to selected entities by way of a private placement.

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

Not applicable - the Series T Shares were issued by way of a privateplacement. No allotments were made within the meaning of the CommercialCompanies Code. All the Series T Shares, i.e. 125,000 shares, wereoffered to the entities selected by the Management Board by way of aprivate placement.

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

Not applicable - no underwriting agreements were signed and the Series TShares 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 9,250,000.00 (nine million two hundred fifty thousand zlotys).

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 1,555.00 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 and tax on civil law transactions: PLN 1,555.00

g) other costs: PLN 0

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 1,555 / 125,000 = ‭PLN ‭‭0.01244‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬

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

The Series T Shares were fully paid up in cash.

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

At the same time, the Issuer conducts activities in connection with theissue of bonds convertible for U series shares - the maximum value ofthe bonds will be PLN 3.6 million.

Detailed legal basis:

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

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