Title:Commencement of the book-building process as part of an offerof new series V bearer shares and the conclusion of an agreement for thepurpose of conducting the offer, and a lock-up letter to limit the saleof the Company's shares

Legal basis:Article 17(1) MAR - inside information.

Content of the Report:With reference to ESPI Current Reports No.19/2023 of May 12, 2023 and No. 20/2023 of May 14, 2023, the ManagementBoard of XTPL S.A. with its registered office in Wrocław (the "Issuer"or the "Company") hereby reports the commencement of the book-buildingprocess in order to offer - by way of a private placement - no more than275,000 newly issued series V ordinary bearer shares of the Company("Series V Shares", "Offer").

The Offer is carried out on the basis of and on the conditions laid downin Resolution No. 03/06/2023 of the Extraordinary General Meeting of theCompany of June 12, 2023 ("Issue Resolution") and in the resolution ofthe Management Board of June 12, 2023 setting out detailed rules foroffering the Series V Shares.

Under the Issue Resolution, the conduct of the Offer and the admissionof Series V Shares to trading on the regulated market operated by theWarsaw Stock Exchange S.A. ("WSE") do not require the Company to releaseto the public any prospectus or other information or offer documentwithin the meaning of the relevant legal provisions.

The Issuer has retained Trigon Dom Maklerski S.A. ("Trigon BrokerageHouse") to act as an intermediary in carrying out the offer with aresponsibility for e.g. conducting the bookbuilding process for theSeries V Shares ("Bookbuilding Process").

The Bookbuilding will start immediately after the publication of thiscurrent report and is expected to be completed by June 22, 2023.

The invitation to participate in the Bookbuilding Process may beaddressed to the following categories/ groups of investors: (i)qualified investors within the meaning of Article 2(e) of Regulation2017/1129, (ii) no more than 149 natural or legal persons other thanqualified investors (taking into account the limits arising from law),(iii) investors who will acquire Series V Shares with a total value ofat least EUR 100,000 per investor, and may be addressed to the Company'sshareholders holding (each individually) at least 0.5% of the Company'sshares at the end of the date of registration for the ExtraordinaryGeneral Meeting held on June 12, 2023, i.e. May 27, 2023 ("EligibleInvestors"), who will have the priority to acquire Series V Shares (onthe terms laid down in the Issue Resolution) in a number that wouldenable the Eligible Investor to maintain their share in the total numberof votes at the Company's General Meeting at a level not lower than theEligible Investor's share existing as at the end of the day ofregistration for the Extraordinary General Meeting held on June 12, 2023.

Once the Bookbuilding Process is completed, the Issuer's ManagementBoard will select investors who meet the conditions set out in the IssueResolution, to whom the Trigon Brokerage House will submit offers toacquire the Series V Shares.

Participation in the Bookbuilding Process will not be a prerequisite forreceiving an offer to acquire Series V Shares.

In addition, the Issuer's Management Board also reports that on June 12,2023 an a lock-up letter was signed limiting the sale of the Company'sshares ("Lock-up Letter") between Filip Granek, PhD (the key shareholderand the CEO of the Company) ("Key Shareholder") and the Trigon BrokerageHouse. Pursuant to the Lock-up Letter, the Key Shareholder agreed not tosell the Company's shares held by him for a period of 365 days from thedate of the first listing of Series V Shares on the regulated market ofthe Warsaw Stock Exchange, excluding strategic transactions and calls tosubscribe for sale or conversion of the Company's shares, as well asexcluding shares acquired after the signing of the Lock-up Letter andintended for the incentive scheme. All other terms of the Lock-up Letterare customary for such types of agreements.

The public offering of Series V Shares will be carried out by theCompany with the support of CC Group sp. z o.o. - the Company's InvestorRelations advisor and the Company's Financial Advisor.

ADDITIONAL INFORMATION

The Current Report has been prepared solely for the purpose offulfilling the obligations arising from Article 17(1) of Regulation (EU)No 596/2014 of the European Parliament and of the Council of 16 April2014 on market abuse (market abuse regulation, MAR) and repealingDirective 2003/6/EC of the European Parliament and of the Council andCommission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, due tothe fact that the Company has decided that the information about thecommencement of the Bookbuilding Process for Series V Shares meets thecriteria of inside information within the meaning of Article 7 MAR. Thisreport is not used in any way, directly or indirectly, to promote theoffer, subscription for or purchase of Series V Shares and does notconstitute an advertisement or promotional material prepared orpublished by the Company for the purpose of promoting the Offer ofSeries V Shares or to encourage investors, directly or indirectly, tosubscribe for or acquire Series V Shares.