Title:

Starting the bookbuilding process as part of the offering of new Xseries bearer shares, and signing a Lock-up Letter.

Legal basis:

Article 17(1) MAR - inside information

Content of the Report:

Referring to ESPI Current Report Nos.: 50/2024 of October 17, 2024,51/2024 of October 19, 2024 and 55/2024 of November 18, 2024, theManagement Board of XTPL S.A. ("Company", "Issuer") hereby announces thestart of the bookbuilding process in order to offer the subscription, byway of private placement, of maximum 300,000 newly issued series Xordinary bearer shares of the Company ("Series X Shares", "Offering").

The Offering is conducted on the basis and on the terms specified inResolution No. 03/11/2024 of the Company's Extraordinary General Meetingof November 18, 2024 ("Issue Resolution") and the Management Board'sresolution of November 18, 2024 on the adoption of detailed rules andschedule for the Series X Share Offering.

In accordance with the Issue Resolution and the relevant provisions ofRegulation (EU) 2017/1129 of the European Parliament and of the Councilof 14 June 2017 on the prospectus to be published when securities areoffered to the public or admitted to trading on a regulated market andrepealing Directive 2003/71/EC ("Regulation 2017/1129"), neither theOffering nor admission of the Series X Shares to trading on theregulated market of the Warsaw Stock Exchange ("WSE") will require theCompany to provide to the public a prospectus or other information oroffering document within the meaning of applicable laws.

The Issuer has contracted Trigon Dom Maklerski S.A. ("Trigon BrokerageHouse") as an intermediary responsible for activities connected with theOffering, including the bookbuilding for the Series X Shares("Bookbuilding").

The Bookbuilding will begin immediately following the publication ofthis current report and is expected to end on November 26, 2024,although the Management Board reserves the right to shorten theBookbuilding period.

The invitation to participate in the Bookbuilding may be addressed tothe following categories/ groups of investors: (i) qualified investorsas defined in Article 2(e) of Regulation 2017/1129; (ii) no more than149 natural or legal persons other than qualified investors (subject tolegal limits); (iii) investors who will purchase Series X Shares with anaggregate value of at least EUR 100,000 per investor, including toshareholders of the Company with at least 0.5% of the Company's shares(held individually) as at the end of the day of registration for theExtraordinary General Meeting held on November 18, 2024, i.e. as at theclose of business on November 2, 2024 ("Eligible Investors"), who willhave priority to subscribe for Series X Shares (under the termsdescribed in the Issue Resolution) in a number enabling the EligibleInvestor to maintain a share in the total number of votes at theCompany's General Meeting at a level not lower than the EligibleInvestor's share held as at the end of the day of registration for theExtraordinary General Meeting held on November 18, 2024, i.e. as at theclose of business on November 2, 2024.

After completing the Bookbuilding, the Issuer's Management Board willselect investors who meet the conditions specified in the IssueResolution, to whom the Trigon Brokerage House will send offers tosubscribe for Series X Shares.

Participation in the Bookbuilding Process will not be a necessarycondition for receiving an offer to take up Series X Shares.

The Issuer's Management Board also reports that on November 18, 2024 anagreement was signed between Filip Granek (key shareholder and CEO ofthe Company) ("Key Shareholder") and Trigon Brokerage House restrictingthe sale of the Company's shares ("Lock-up Letter") . Under the Lock-upLetter, the Key Shareholder agreed not to sell his shares in the Companyfor 365 days from the date of the first listing of the Series X Shareson the regulated market of the WSE, excluding in strategic transactionsand offers to subscribe for the sale or exchange of the Company'sshares, as well as shares acquired after signing the Lock-up Letter andthose acquired under the incentive program. The remaining terms andconditions of the Lock-up Letter are customary for such agreements.

At the same time, the Management Board reports that today Filip Granek,a significant shareholder and CEO of the Company, declared to theChairman of the Company's Supervisory Board his intention to participatein the issue of the Series X Shares.

OTHER INFORMATION

The Current Report has been prepared solely for the purpose offulfilling the obligations under Article 17(1) of the Regulation (EU)No. 596/2014 of the European Parliament and of the Council of 16 April2014 on market abuse (market abuse regulation) and repealing Directive2003/6/EC of the European Parliament and of the Council and CommissionDirectives 2003/124/EC, 2003/125/EC and 2004/72/EC ("MAR"), as theCompany considered the information on the start of the Bookbuilding forthe Series X Shares as meeting the criteria of inside information withinthe meaning of Article 7 of MAR.

This report does not serve in any way, directly or indirectly, topromote the offering, subscription, acquisition or purchase of theSeries X Shares and does not constitute an advertisement or promotionalmaterial prepared or published by the Company for the purposes ofpromoting the Offer of the Series X Shares or for the purpose ofencouraging any investors, directly or indirectly, to subscribe for orpurchase the Series X Shares.