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XP INC.

Proxy for Annual General Meeting of Shareholders on May 24, 2024

Solicited on Behalf of the Board of Directors I/We______________________________________________________________________

Please Print Name(s)

of ________________________________________________________________________

Please Print Address(es)

being (a) shareholder(s) of the Company hereby appoint

_________________________________

of _______________________________________________

or failing him/her

of _______________________________________________

_________________________________

or failing him/her the duly appointed chairman of the Meeting (the "Chairman"), with full power of substitution

and power to act alone, as proxies to vote all the Common Shares which the undersigned would be entitled to

vote if personally present and acting at the Annual Meeting of Shareholders of XP Inc. (the "Company"), to be

held on May 24, 2024 at 10:00 a.m. (BRT)/ 9:00 a.m. Eastern Time at the offices of the Company located at

Av. Chedid Jafet, 75, Torre Sul, 30th floor, Vila Olimpia - Sao Paulo, Brazil 04551-065, and at any

adjournments or postponements thereof, as follows:

(Continued and to be signed on the reverse side)

1.1

14475

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

XP INC.

May 24, 2024

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, proxy statement and proxy card

are available at - https://investors.xpinc.com/en/news-events/shareholder-meetings/

Please sign, date and mail your proxy card in the envelope provided as soon as possible.

Please detach along perforated line and mail in the envelope provided.

00030333333333000000

2

052424

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3, 4, 5, 6, 7, 8, 9 AND 10.

x

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE

1.

Approval and ratification of the Company's consolidated financial

FOR

AGAINST

ABSTAIN

APPROPRIATE BOXES. WHERE A CHOICE IS NOT SPECIFIED, THE

statements and the auditor's report for the fiscal year ended December

PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH THE BOARD OF

31, 2023.

DIRECTORS' RECOMMENDATIONS.

If you do not complete this section, your proxy will vote in favor of the proposal and

2.

Approval of the appointment of José Luiz Acar Pedro as an independent

will vote or abstain at his/her discretion on any other business that may be raised at

director.

the AGM.

3.

Approval of the appointment of Oscar Rodriguez Herrero as an independ-

Notice is hereby given that an Annual General Meeting of the Company (the "AGM")

ent director.

will be held at the Company's offices located at Av. Chedid Jafet, 75, Torre Sul, 30th

4.

Approval of the appointment of João Roberto Gonçalves Teixeira as an

floor, Vila Olímpia - São Paulo, Brazil 04551-065 on May 24, 2024 at 10:00 am (BRT)

independent director.

/ 9:00 am Eastern Time.

5.

Approval of the appointment of Melissa Werneck as an independent direc-

Whether or not you plan to attend the AGM, please promptly complete, date, sign and

tor.

return the enclosed personalised proxy card attached to this Notice in the enclosed,

6.

Approval of the reappointment of Guilherme Dias Fernandes Benchimol

pre-addressed envelope provided for that purpose so that your vote is received before

as a director.

11:59 PM (Eastern Time) the day before the meeting.

7.

Approval of the reappointment of Bruno Constantino Alexandre dos

EMAIL - proxy@equiniti.com

Santos as a director.

FAX - 718-765-8730

8.

Approval of the reappointment of Bernardo Amaral Botelho as a director.

9.

Approval of the reappointment of Martin Emiliano Escobari Lifchitz as an

independent director.

10. Approval of the reappointment of Gabriel Klas da Rocha Leal as a direc-

tor.

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

Signature of Shareholder

Date:

Signature of Shareholder

Date:

Note:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When

signing as executor, administrator, attorney, trustee or

guardian,

please give full

title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

XP INC.

May 24, 2024

INTERNET- Access "www.voteproxy.com

PROXY VOTING INSTRUCTIONS

" and follow

the on-screen

instructions or scan the QR code with your smartphone. Have your proxy

card available when you access the web page.

TELEPHONE- Call toll-free1-800-PROXIES (1-800-776-9437) in the

United States or 1-201-299-4446 from foreign countries from any

touch-tone telephone and follow the instructions. Have your proxy card

available when you call.

Vote online/phone until 11:59 PM EST the day before the meeting.

soon as possible.

COMPANY NUMBER

MAIL-

Sign, date and mail your proxy card in the envelope provided as

VIRTUALLY AT THE MEETING -The company will be hosting the meeting

ACCOUNT NUMBER

live via the Internet this year. To attend the meeting via the Internet

please

visit

https://web.lumiconnect.com/214575958

(password:

xpinc2024) and be sure to have available the control number.

GO GREEN-

e-Consent makes it easy to go paperless. With e-Consent,

you can quickly access your proxy material, statements and other eligible

documents online, while reducing costs, clutter and paper waste. Enroll

today via https://equiniti.com/us/ast-access to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, proxy statement and proxy card

are available at - https://investors.xpinc.com/en/news-events/shareholder-meetings/

Please detach along perforated line and mail in the envelope provided IFyou are not voting via telephone or the Internet.

00030333333333000000

2

052424

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3, 4, 5, 6, 7, 8, 9 AND 10.

x

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE

1.

Approval

and ratification of the Company's consolidated financial

FOR AGAINST ABSTAIN

APPROPRIATE BOXES. WHERE A CHOICE IS NOT SPECIFIED, THE

statements and the auditor's report for the fiscal year ended December

PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH THE BOARD OF

31, 2023.

DIRECTORS' RECOMMENDATIONS.

If you do not complete this section, your proxy will vote in favor of the proposal and

2.

Approval of the appointment of José Luiz Acar Pedro as an independent

will vote or abstain at his/her discretion on any other business that may be raised at

director.

the AGM.

3. Approval of the appointment of Oscar Rodriguez Herrero as an independ-

Notice is hereby given that an Annual General Meeting of the Company (the "AGM")

ent director.

will be held at

the Company's offices located at Av. Chedid Jafet, 75, Torre Sul, 30th

4. Approval of the appointment of João Roberto Gonçalves Teixeira as an

floor, Vila Olímpia - São Paulo, Brazil 04551-065 on May 24, 2024 at 10:00 am (BRT)

independent director.

/ 9:00 am Eastern Time.

5. Approval of the appointment of Melissa Werneck as an independent direc-

Whether or not you plan to attend the AGM, please promptly complete, date, sign and

tor.

return the enclosed personalised proxy card attached to this Notice in the enclosed,

6. Approval of the reappointment of Guilherme Dias Fernandes Benchimol

pre-addressed envelope provided for that purpose so that your vote is received before

as a director.

11:59 PM (Eastern Time) the day before the meeting.

7. Approval of the reappointment of Bruno Constantino Alexandre dos

EMAIL - proxy@equiniti.com

Santos as a director.

FAX - 718-765-8730

8. Approval of the reappointment of Bernardo Amaral Botelho as a director.

9. Approval of the reappointment of Martin Emiliano Escobari Lifchitz as an

independent director.

10. Approval of the reappointment of Gabriel Klas da Rocha Leal as a direc-

tor.

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

Signature of Shareholder

Date:

Signature of Shareholder

Date:

Note:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When

signing as executor, administrator, attorney, trustee or

guardian,

please give full

title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

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Disclaimer

XP Inc. published this content on 15 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 May 2024 13:23:05 UTC.