Title: Exercise of the right to convert series A convertible bonds ofXTPL S.A. into series U shares.

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

Content of the Report:

The Management Board of XTPL S.A. (the _quot;Issuer_quot;, the _quot;Company_quot;), withreference to Current Report No. 23B/2022, announces that on January 12,2024, the Company received from bondholders holding all of the Issuer'sSeries A convertible bonds issued and not redeemed by that date, issuedpursuant to Resolution of the Extraordinary General Meeting of theCompany No. 04/06/2020 dated June 8, 2020, as amended by Resolution ofthe Extraordinary General Meeting of the Company No. 03/06/2022 datedJune 21, 2022, a total of 45,655 (in words: forty-five thousand sixhundred and fifty-five) (the _quot;Convertible Bonds_quot;), statements on theexercise of the right to convert the Convertible Bonds into Series Ushares of the Company.

In view of the receipt of the bondholders' statements of conversion ofall the issued and so far unredeemed Convertible Bonds, it came to passthat the bondholders acquired 45,655 (in words: forty-five thousand sixhundred and fifty-five) Series U ordinary shares of the Company, eachwith a nominal value of PLN 0.10 (in words: ten grosz), issued pursuantto the Resolution of the Extraordinary General Meeting of the CompanyNo. 04/06/2020 dated June 8, 2020, as amended by the Resolution of theExtraordinary General Meeting of the Company No. 03/06/2022 dated June21, 2022.

The allocation of the Company's U-series shares to bondholders whoexercised the conversion right under the Convertible Bonds shall becomeeffective upon the recording of the U-series shares in the bondholders'securities accounts. At that time, the Company's share capital will alsobe increased by an amount equal to the par value of the U-series sharestaken up in exercise of the conversion right arising from theConvertible Bonds.

The Company's Management Board will immediately take steps to registerthe Company's U-series shares in the securities depository maintained bythe National Depository for Securities (Krajowy Depozyt PapierówWartościowych S.A.) and to admit and introduce those shares to tradingon the regulated market maintained by the Warsaw Stock Exchange (GiełdaPapierów Wartościowych w Warszawie S.A.).

As the Management Board of the Company has so far reported on keyaspects related to the issuance of the Convertible Bonds, the ManagementBoard of the Issuer also considered the fact of receiving statements onthe exercise of rights under the Convertible Bonds to be confidentialinformation within the meaning of Article 7(1) of the MAR Regulation.