Title:

Calling the Annual General Meeting of the Company on 28 June 2024.

Legal basis:

Article 56(1)(2) of the Act on Public Offering - current and financialreports

Content of the Report:

The Management Board of XTPL S.A. (the "Company") hereby advises thatthe Annual General Meeting of the Company is to take place on 28 June2024. The AGM will start at noon at the Issuer's registered office inWrocław (54-066), at ul. Stabłowicka 147, PORT complex, building no. 3,IV floor, conference room.

The detailed agenda of the convened Annual General Meeting ofShareholders of the Company includes:

1. Opening the General Meeting.

2. Electing the Chairman of the General Meeting.

3. Confirming that the General Meeting has been duly convened and hasthe capacity to adopt resolutions.

4. Adopting the agenda.

5. Considering the Management Board's report on XTPL S.A. and XTPL Groupactivities for the financial year of 2023.

6. Considering the standalone financial statements of XTPL S.A. for thefinancial year of 2023.

7. Considering the consolidated financial statements of XTPL Group forthe financial year of 2023.

8. Considering the Management Board's proposal on the covering of theloss for the financial year of 2023.

9. Considering the report on the activities of the Supervisory Board ofXTPL S.A. for the financial year of 2023 and the result of theSupervisory Board's assessment of the financial statements and theManagement Board's report on the activities for the financial year of2023.

10. Adopting a resolution on approval of the Supervisory Board's reporton activities for the financial year of 2023.

11. Adopting a resolution on approval of the Management Board's reporton XTPL S.A. and XTPL Group activities for the financial year of 2023.

12. Adopting a resolution on approval of the standalone financialstatements of XTPL S.A. for the financial year of 2023.

13. Adopting a resolution on approval of the consolidated financialstatements of XTPL S.A. for the financial year of 2023.

14. Adopting a resolution on covering of the loss of XTPL S.A. for thefinancial year of 2023.

15. Adopting resolutions on grating discharge to the Management Boardmembers of XTPL S.A. for performance of their duties in 2023.

16. Adopting resolutions on grating discharge to the Supervisory Boardmembers of XTPL S.A. for performance of their duties in 2023.

17. Discussion on the Remuneration Report.

18. Adopting a resolution on the adoption of a remuneration policy.

19. Adopting of a resolution on the adoption of an incentive program formembers of the Management Board and top management in the Company.

20. Adopting of a resolution on the issuance of series B registeredsubscription warrants with full exclusion of preemptive rights ofexisting shareholders, a conditional increase in the Company's sharecapital with full exclusion of preemptive rights of existingshareholders in connection with the issuance of series W ordinary bearershares, and on amendments to the Company's Articles of Association.

21. Adopting of a resolution on the adoption of the Regulations of theCompany's General Meeting.

22. Adopting a resolution on amendments to the Articles of Association.

23. Adopting a resolution on a consolidated text of the Articles ofAssociation.

24. Adopting of a resolution to rescind the resolutions of theExtraordinary General Meeting of Shareholders numbered 07/04/2018,10/04/2019 and 04/11/2020 and to determine the remuneration of membersof the Supervisory Board.

25. Adopting of resolutions on changes in the composition of theSupervisory Board.

26. Closing the General Meeting.

The full text of the notice of the Annual General Meeting of the Companyand the contents of the draft resolutions to be adopted are given inappendices to the report.

In addition, pursuant to Article 4023 of the Commercial Companies Code,the full text of the notice of the Annual General Meeting, together withappendices, including the forms for proxy voting, has been published athttps://ir.xtpl.com/pl/spolka/walne-zgromadzenie.

The Issuer draws the Shareholders' attention to the possibility ofgranting a power of attorney to participate and vote on behalf of theShareholders in accordance with the voting instructions. The attorneymay be, inter alia, designated employee of the Issuer. Should you haveany questions regarding proxy voting, please contact investors@xtpl.com.

Detailed legal basis: Articles 402(1) and 402(2) of the CommercialCompanies Code and § 19(1)(1) and (2) of the Finance Minister'sOrdinance on current and financial information (...).

Appendices:

a) Draft resolutions with a rationale.

b) The Management Board's proposal the loss cover.

c) Supervisory Board's report on its activities.

d) Report on the Remuneration of Management Board and Supervisory BoardMembers.

e) Auditor's assessment of the Report on the Remuneration ManagementBoard and Supervisory Board Members.

f) List of amendments to the Articles of Association.

g) Draft consolidated text of the Articles of Association.

h) Template of a power of proxy for a shareholder.

i) Form of proxy.

j) Information on the number of shares and votes.

k) Draft opinion of the Management Board.