XTB S A : CR no. 16/2024 – Convening of the Ordinary General Meeting of XTB S.A.

XTB S.A.

(joint stock company with its registered office in Warsaw and address at Prosta 67, 00-838 Warszawa, entered into the Register of Business Entities of the National Court Register under No. 0000217580)

DISCLAIMER

This English language translation of the Polish version of Current Report No. 16 dated 25 April 2024 has been prepared solely for the convenience of English speaking readers. Despite all the efforts devoted to this translation, certain discrepancies, omissions or approximations may exist. In case of any differences between the Polish and the English versions, the Polish version shall prevail. XTB, its representatives and employees decline all responsibility in this regard.

CURRENT REPORT NO 16/2024

Warsaw, 25 April 2024

Convening of the Ordinary General Meeting of XTB S.A.

The Management Board of XTB S.A. (the "Company"), pursuant to Article 395 and 399 § 1 in conjunction with Article 402¹ and Article 402² of the Commercial Companies Code, hereby convenes the Ordinary General Meeting of the Shareholders of the Company to be held on 23 May 2024 at 11:30 at the registered office of the Company in Warsaw at Prosta 67.

The content of the notice of the Ordinary General Meeting of Shareholders of the Company is attached to this current report.

Legal basis:

Article 56.1.2 of the Act on Public Offering - current and periodic information.

Announcement of convocation of Annual General Meeting

XTB S.A.

The Management Board of XTB Spółka Akcyjna (hereinafter referred to as the "XTB" or the "Company"), with its registered office in Warsaw at ul. Prosta 67, 00-838 Warsaw, register of commercial entities kept by the District Court for the Capital City of Warsaw, 13th Commercial Division of the National Court Register, under No. KRS 0000217580, Tax Identification Number (NIP): 527-24-43-955, share capital of PLN 5 878 462.55 (Fully paid up), acting pursuant to Art. 395 § 1, Art. 399 § 1 in connection with Art. 4021 and Art. 4022 of the Commercial Companies Code (hereinafter referred to as the "CCC"), hereby convenes Annual General Meeting of XTB S.A. on May 23rd, 2024, at 11:30 a.m., at the Company's registered office in Warsaw at ul. Prosta 67 (hereinafter referred to as the "Annual General Meeting").

1. Agenda
2. 1. Opening of the Annual General Meeting;
   2. Appointment of the Chairperson of the Annual General Meeting;
   3. Asserting that the Annual General Meeting has been convened correctly and is capable of adopting resolutions;
   4. Adoption of the agenda;
   5. Review and approval of the Management Board's report concerning the activity of the
      Group and the Company in 2023 and the Sustainability Report of the XTB S.A. Capital Group for 2023;
   6. Adoption of the resolution concerning approval of the Company's separate financial statement for 2023;
   7. Adoption of the resolution concerning approval of the consolidated financial statement of the Group XTB S.A. for 2023;
   8. Adoption of the resolution concerning profit distribution;
   9. Adoption of the resolutions concerning granting the vote of approval for the members of the Company's Management Board for performance of their duties in the year 2023;
   10. Review and approval of the report concerning the activity of the Company's Supervisory
       Board in 2023;
   11. Adoption of the resolution concerning granting the vote of approval for the members of the Company's Supervisory Board for performance of their duties in the year 2023;
   12. Adoption of a resolution on expressing an opinion on the Report on the remuneration for 2023;
   13. Closing of the Annual General Meeting.

1. The right of the shareholder to request that certain matters be placed on the agenda of the Annual General Meeting (Art. 4022 item 2 letter a) of the CCC)

2.1. A shareholder or shareholders representing at least one twentieth of the Company's share capital may request that certain matters be included in the agenda of the

Company's Annual General Meeting. Such request should be submitted to the Company's Management Board no later than twenty-one days before the date of the

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DISCLAIMER

This is a translation of a document originally issued in the Polish language. The Polish original should be referred to in matters of interpretation. Neither the Company nor its shareholders are responsible for translation errors, if any, or for any discrepancies between the original document and this translation into English.

Annual General Meeting. It should contain a justification or a draft of resolution pertaining to the proposed item of the agenda.

1. The request may be submitted in writing (that is delivered personally, upon confirmation of receipt, or send to the XTB with a confirmation of dispatch and confirmation of receipt requested) at the Company's registered office at ul. Prosta 67, 00-838 Warsaw, or in electronic form sent to the Company's e-mail address generalassembly@xtb.com.The date of filing the aforementioned request with the Company shall be the date of its receipt by the Company, and in case of the electronic mail - the date of receipt of the aforementioned request in the Company's e-mail system.
2. A shareholder or shareholders who request adding items to the agenda of the meeting should deliver, together with the request, documents confirming their identity and the authority to request adding items to the agenda of the Annual General Meeting, in particular:
3. 1. a deposit certificate or a certificate of right to participate in the Annual General Meeting issued by an entity keeping a securities account pursuant to the regulations on trading in financial instruments, confirming that the certificate holder is a shareholder of the XTB and on the date of making the request he holds an adequate number of shares,
   2. in the case of shareholders - natural persons - original or copy of identity card, any pages of the passport enabling his/her identification, or any other valid official document evidencing the identity of the shareholder;
   3. in the case of shareholders other than natural persons - original or copy of the current excerpt from the relevant register, or any other document confirming the existence of such a shareholder, issued not earlier than 30 days prior to the date of submission of such documents, and confirming the authority of the representative or representatives of such shareholder, who file the request on its behalf, to represent the said shareholder, including the original or copies of identity cards, pages of the passport enabling identification of such representative or representatives authorised to request adding items to the agenda of the Annual General Meeting on behalf of the shareholder.
4. In the case of foreign entities with the domicile in a country where such proper registers are not maintained, instead of the original or copy of the current excerpt from the register, as referred to in point 2.3. above, the original or copies of other documents confirming the existence of the entity, issued not earlier than 30 days prior to the date of submission of such documents, and the valid documents confirming the authority of the representative or representatives of such entity, who requested adding items to the agenda of the Annual General Meeting on behalf of the shareholder to file such request on behalf of the shareholder shall be filed.
5. The obligation to attach the above-mentioned documents concerns the shareholders making requests either in writing or by e-mail. The documents should be attached in a form appropriate for the form of the request (as hard copies or scans converted to PDF).

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DISCLAIMER

This is a translation of a document originally issued in the Polish language. The Polish original should be referred to in matters of interpretation. Neither the Company nor its shareholders are responsible for translation errors, if any, or for any discrepancies between the original document and this translation into English.

1. The XTB may take such actions as will be necessary to identify the shareholder or shareholders and verify the validity of the shareholder's or shareholders' right to file the above-mentioned request, in particular in case of any doubt as to the contents or accuracy of any copies of the documents referred to in this section, the Company or a person (or persons) designated by the Company to register the shareholders, may request
   - prior to the commencement of the shareholder's request, to be provided with the originals of such copies or their certified copies attested by a notary public, or any other entity authorised for such purposes, and to enable the Company to make and keep a copy of such originals or certified copies.
2. In the case of: (i) failure to provide (or provision of invalid) documents referred to in this section; or (ii) refusal to present the original or certified copies of such documents, or refusal to make a copy thereof in the cases referred to in point 2.6. above, the relevant shareholder or representative of such shareholder may be denied the right to add items to the agenda of the Annual General Meeting.
3. Any documents referred to in this section, drawn up in a foreign language, shall be accompanied by their certified translation prepared by a sworn translator.
4. The Management Board of the XTB shall promptly, and in no event later than eighteen days prior to the scheduled date of the Annual General Meeting, announce changes to the agenda implemented at the request of a shareholder or shareholders. The new amended agenda will be published in current report via Electronic Information
   Transmission System (ESPI) and on the XTB's website www.ir.xtb.com(under "Ład Korporacyjny"/ "Walne Zgromadzenie").

1. Right to submit drafts of resolutions concerning matters placed on the agenda of the Annual General Meeting or those that are to be placed on the agenda prior to the date of the Annual General Meeting (Article 4022 item 2 letter b) of the CCC) and right to submit drafts of resolutions concerning matters placed on the agenda during the Annual General Meeting (Article 4022 item 2 letter c) of the CCC)

1. Before the date of the Annual General Meeting a shareholder or shareholders representing at least one twentieth of the Company's share capital may submit to the
   XTB in writing (that is deliver personally, upon confirmation of receipt, or send to the XTB with a confirmation of dispatch and confirmation of receipt requested) to the following address: XTB Spółka Akcyjna with its registered office in Warsaw ul. Prosta 67, 00-838 Warszawa or by electronic mail to the e-mail address generalassembly@xtb.comdraft resolutions concerning any items on the agenda of the Annual General Meeting, or matters that are to be added to the agenda.
2. A shareholder or shareholders who submit draft resolutions should deliver, together with the request, documents confirming their identity and the authority to submit draft resolutions, in particular:

1. a deposit certificate or a certificate of right to participate in the Annual General

Meeting issued by an entity keeping a securities account pursuant to the

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DISCLAIMER

This is a translation of a document originally issued in the Polish language. The Polish original should be referred to in matters of interpretation. Neither the Company nor its shareholders are responsible for translation errors, if any, or for any discrepancies between the original document and this translation into English.

regulations on trading in financial instruments, confirming that the certificate holder is a shareholder of the XTB and on the date of making the request he holds an adequate number of shares,

1. 1. in the case of shareholders - natural persons - original or copy of identity card, any pages of the passport enabling his/her identification, or any other valid official document evidencing the identity of the shareholder;
   2. in the case of shareholders other than natural persons - original or copy of the current excerpt from the relevant register, or any other document confirming the existence of such a shareholder, issued not earlier than 30 days prior to the date of submission of such documents, and confirming the authority of the representative or representatives of such shareholder, who submits the drafts mentioned in point 3.1 on its behalf at the Annual General Meeting, to represent the said shareholder, including the original or copies of identity cards, pages of the passport enabling identification of such representative or representatives authorised to submit draft resolutions.
2. In the case of foreign entities with the domicile in a country where such proper registers are not maintained, instead of the original or copy of the current excerpt from the register, as referred to in point 3.2. above, the original or copies of other documents confirming the existence of the entity, issued not earlier than 30 days prior to the date of submission of such documents, and the valid documents confirming the authority of the representative or representatives of such entity, to submit draft resolutions on behalf of the shareholder.
3. The obligation to attach the above-mentioned documents concerns the shareholders making requests either in writing or by e-mail. The documents should be attached in a form appropriate for the form of the request (as hard copies or scans converted to PDF).
4. The XTB may take such actions as will be necessary to identify the shareholder or shareholders and verify the validity of the shareholder's or shareholders' right to file the above-mentioned request, in particular in case of any doubt as to the contents or accuracy of any copies of the documents referred to in this section, the Company or a person (or persons) designated by the Company to register the shareholders, may request
   - prior to the commencement of the shareholder's request, to be provided with the originals of such copies or their certified copies attested by a notary public, or any other entity authorised for such purposes, and to enable the Company to make and keep a copy of such originals or certified copies.
5. In the case of: (i) failure to provide (or provision of invalid) documents referred to in this section; or (ii) refusal to present the original or certified copies of such documents, or refusal to make a copy thereof in the cases referred to in point 3.5 above, the relevant shareholder or representative of such shareholder may be denied the right to add items to the agenda of the Annual General Meeting.
6. Any documents referred to in this section, drawn up in a foreign language, shall be accompanied by their certified translation prepared by a sworn translator.

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DISCLAIMER

This is a translation of a document originally issued in the Polish language. The Polish original should be referred to in matters of interpretation. Neither the Company nor its shareholders are responsible for translation errors, if any, or for any discrepancies between the original document and this translation into English.

1. Furthermore, during the Annual General Meeting, each shareholder may submit draft resolutions concerning the matters included in the agenda.
2. The Management Board of the XTB shall promptly announce changes to the agenda implemented at the request of a shareholder or shareholders prior to the scheduled date of the Annual General Meeting. The new resolutions drafts will be published in current report via Electronic Information Transmission System (ESPI) and on the XTB's website www.ir.xtb.com(under "Ład Korporacyjny"/ "Walne Zgromadzenie").

IV. Shareholder's right to ask questions regarding matters on the agenda of the general meeting (Article 4022 item 2 letter h of the CCC)

1. Shareholders have the right to ask questions regarding matters on the agenda of the general meeting.
2. Pursuant to Article 428 of the Commercial Companies Code, the Management Board is obliged to provide a shareholder, at his request, with information about the company, if it is justified for the assessment of the matter included in the agenda, and the Management Board refuses to provide information if this could cause damage to the company, its related company or a subsidiary company or cooperative , in particular by disclosing technical, commercial or organizational secrets of the enterprise, and a Member of the Management Board may refuse to provide information if the provision of information could constitute the basis of his criminal, civil or administrative liability.
3. The answer is deemed to have been given if the relevant information is available on the company's website in a place dedicated to asking questions by shareholders and providing them with answers.
4. In the event of a shareholder's request for information regarding the company, submitted during the general meeting, the Management Board may provide information in writing outside the general meeting if there are important reasons for this. The Management Board is obliged to provide information no later than two weeks from the date of submitting the request during the general meeting, and if a shareholder submits a request for information about the company outside the general meeting, the Management Board may provide the shareholder with information in writing, taking into account the abovementioned limitations (i.e. the Management Board refuses to provide information if it could harm the company, its related company or a subsidiary company or cooperative, in particular by disclosing technical, commercial or organizational secrets of enterprises).

V. Exercising voting rights by proxy (Article 4022 item 2 letter d of the CCC)

5.1 Shareholders may participate in the Annual General Meeting and vote personally or through proxies.

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DISCLAIMER

This is a translation of a document originally issued in the Polish language. The Polish original should be referred to in matters of interpretation. Neither the Company nor its shareholders are responsible for translation errors, if any, or for any discrepancies between the original document and this translation into English.

1. The power of attorney must be provided on paper or electronically.
2. A template power of attorney and a template vote by proxy form are available on the following website: www.ir.xtb.com(under "Ład Korporacyjny"/ "Walne Zgromadzenie").
3. The Company does not require shareholders to extend powers of attorney by means of the above form. At the same time, the Company's Management Board hereby give notice that shareholders should extend powers of attorney together with instructions as to the manner of voting to their representative, the Company shall not verify whether or not the proxies exercise the voting rights in line with the instructions provided by the shareholders. Therefore, the Company Management Board hereby advise that the voting instruction should only be given to the proxy.
4. In the case of power of attorney granted by the shareholder, authorising the representative to participate and exercise the voting right at the General Meeting, for the purpose of identification of the shareholder and the attorney representing it - the document confirming such power of attorney shall be accompanied, and produced or submitted to the person(s) designated for registration of shareholders, together with the following documents:
5. 1. in the case of shareholders - natural persons - original or copy of identity card, any pages of the passport enabling his/her identification, or any other valid official document evidencing the identity of the shareholder;
   2. in the case of shareholders other than natural persons - original or copy of the current excerpt from the relevant register, or any other document confirming the existence of such a shareholder, issued not earlier than 30 days prior to the date of submission of such documents, and confirming the authority of the representative or representatives of such shareholder, who granted the power of attorney with authority to represent the shareholder at the General Meeting, including the original or copies of identity cards, pages of the passport enabling identification, or any other official and valid document confirming the identity of such representative or representatives granting the authority to represent the shareholder at the General Meeting;
   3. in the case of attorneys - natural persons - original or copy of identity card, any pages of the passport enabling his/her identification, or any other valid official document evidencing the identity of the attorney;
   4. in the case of attorneys other than natural persons - original or copy of the current excerpt from the relevant register, or any other document confirming the existence of such an attorney, issued not earlier than 30 days prior to the date of submission of such documents, and confirming the authority of the representative or representatives of such attorney, who appeared on its behalf at the General Meeting, to represent the said attorney, including the original or copies of identity cards, pages of the passport enabling identification, or any other official and valid document confirming the identity of such representative or representatives authorised to represent the attorney.

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DISCLAIMER

This is a translation of a document originally issued in the Polish language. The Polish original should be referred to in matters of interpretation. Neither the Company nor its shareholders are responsible for translation errors, if any, or for any discrepancies between the original document and this translation into English.

1. In the case of foreign entities with the domicile in a country where such proper registers are not maintained, instead of the original or copy of the current excerpt from the register, as referred to above, the original or copies of other documents confirming the existence of the entity, issued not earlier than 30 days prior to the date of submission of such documents, and the valid documents confirming the authority of the representative or representatives of such entity, who appeared on its behalf at the Annual General Meeting, to represent the entity.
2. The XTB may take such actions as will be necessary to identify the shareholder or shareholders and verify the validity of the shareholder's or shareholders' right to participate and vote at the Annual General Meeting, in particular in case of any doubt as to the contents or accuracy of any copies of the documents referred to in this section, the Company or a person (or persons) designated by the Company to register the shareholders, may request - prior to the commencement of the Annual General Meeting, to be provided with the originals of such copies or their certified copies attested by a notary public, or any other entity authorised for such purposes, and to enable the Company to make and keep a copy of such originals or certified copies.
3. In the case of: (i) failure to provide (or provision of invalid) documents referred to in this section; or (ii) refusal to present the original or certified copies of such documents, or refusal to make a copy thereof in the cases referred to in point 4.7 above, the relevant shareholder or representative of such shareholder may be denied the right to participate in the Annual General Meeting
4. Any documents referred to in this paragraph (or in other provisions hereof), drawn up in a foreign language, shall be accompanied by their certified translation prepared by a sworn translator.
5. Any powers of attorney granted in electronic form shall be furnished/notified to the Management Board using means of electronic communication. Such a notice shall be sent by email to the following address of the Company: generalassembly@xtb.com, at or before 23:59 on the day preceding the date of the Annual General Meeting (failure to meet this deadline, shall not prevent the attorney from participating in the Annual General Meeting on the basis of a power of attorney executed in writing). Such a notice shall be accompanied by a scanned copy of the power of attorney and the documents referred to in point 4.5 above. The notice shall also specify the email address for the purpose of contacts between the Company and the shareholder and his/her attorney. The Management Board has the right to verify any notices provided in such manner and to take any action necessary to identify the shareholder and the attorney, and to confirm the adequate authority. Such verification may involve, in particular, asking the shareholder or his/her attorney a question over the telephone or by email. These principles shall be applied accordingly to any changes or revocations of such powers of attorney. Any of the aforementioned notices which do not meet the requirements stipulated herein shall be without any legal effect for the Company. The Company shall not be liable for any errors made while completing the instrument of power of attorney or any action taken by any person using such powers of attorney. The provisions of

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DISCLAIMER

This is a translation of a document originally issued in the Polish language. The Polish original should be referred to in matters of interpretation. Neither the Company nor its shareholders are responsible for translation errors, if any, or for any discrepancies between the original document and this translation into English.

points 4.6-4.9 above shall apply accordingly to any power of attorney granted in the electronic form.

VI. The possibility and the manner of participation in the Annual General Meeting by means of electronic communication (Article 4022 item 2 letter e of the CCC)

The Management Board of XTB does not offer the possibility to participate in the Annual General Meeting through electronic means of communication.

VII. Taking floor at the Annual General Meeting through electronic means of communication (Article 4022 item 2 letter f of the CCC)

The Management Board of XTB does not offer the possibility to take floor at the Annual General Meeting through electronic means of communication.

VIII. Voting by mail or electronic means of communication (Article 4022 item 2 letter g of the CCC)

The Management Board of XTB does not offer the possibility to vote using mail or electronic means of communication.

XI. Date of registration of attendance at the Annual General Meeting (Article 4022 item 3 of the CCC)

The date of registration of attendance at the Annual General Meeting is 7th May 2024 (the "Record Date").

X. The right to participate in the Annual General Meeting (Article 4022 item 4 of the CCC)

1. Only the persons who are shareholders of the XTB on the Record Date have the right to participate in the Annual General Meeting.
2. Pledgees and users with voting rights have the right to participate in the Annual General Meeting if the establishment of a limited property right for them is registered in the securities account on the day of the registration of participation in the general meeting.
3. At the request of a holder of dematerialized bearer shares of the XTB submitted not earlier than after the publication of the notification on convening the Annual General Meeting and not later than on the first business day following the Record Date, that is not later than on 8th May 2024, the entity keeping the securities account shall issue a registered certificate confirming the right to participate in the general meeting.
4. The XTB points out that the Annual General Meeting can only be attended by the persons who:

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DISCLAIMER

This is a translation of a document originally issued in the Polish language. The Polish original should be referred to in matters of interpretation. Neither the Company nor its shareholders are responsible for translation errors, if any, or for any discrepancies between the original document and this translation into English.

1. 1. were shareholders of the Company on the Record Date, that is on 7th May 2024 and
   2. not earlier than after the publication of the notification on convening the Annual General Meeting and not later than on the 8th May 2024, requested the entity keeping the securities account to issue a registered certificate confirming the right to participate in the general meeting.
2. A list of the shareholders authorised to participate in the Annual General Meeting will be made available at the premises of the Management Board of the XTB at ul. Prosta 67, 00-838 Warsaw, between 10:00 and 14:00 hours for three business days (also excluding Saturdays) preceding the date of the General Meeting, that is 20-22 May 2024.
3. Each shareholder may request to be provided, by email and free of charge, with the aforementioned list, by notifying their address for such purpose. In addition, the list may be reviewed by each shareholder at the offices of the Management Board and copies of the list shall be issued, at the request of shareholders, against payment of the cost of its preparation.
4. Each shareholder may request a copy of proposals on matters included in the agenda within a week before the Annual General Meeting.
5. In demanding that the list of shareholders be made available at the premises of the Company or sent by e-mail, the demanding shareholder should identify himself and authenticate his status as a shareholder of the XTB. This can be achieved by presenting the certificate confirming the right to participate in the Annual General Meeting or the deposit certificate.

XI. Access to documents and website address (Article 4022 item 5 and 6 of the CCC)

1. The draft resolutions to be adopted by the Annual General Meeting with substantiations (where necessary) and opinions of the Supervisory Board of the XTB, as well as the full text of documents to be presented to the Annual General Meeting will be published on a XTB's website at such time as will make it possible to read and evaluate these documents.
2. Comments of the Management Board of the XTB or the Supervisory Board of the XTB concerning the items on the agenda of the Annual General Meeting, or the matters that are to be added to the agenda prior to the date of the Annual General Meeting, will be made available on the XTB's website promptly upon their completion.
3. At the same time, Management Board of the XTB informs that the paper version of documentation for shareholders will not be provided.
4. All details relating to the Annual General Meeting will be available at the XTB's website atwww.ir.xtb.com (under "Ład Korporacyjny"/ "Walne Zgromadzenie").
5. Meeting of the Annual General Meeting will be broadcasted online through a dedicated website which address will be indicated via a website not later than 7 days before the
   Annual General Meeting's date.

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DISCLAIMER

This is a translation of a document originally issued in the Polish language. The Polish original should be referred to in matters of interpretation. Neither the Company nor its shareholders are responsible for translation errors, if any, or for any discrepancies between the original document and this translation into English.