6-K - XP - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGNPRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2022

Commission File Number: 001-39155

XP Inc.

(Exact name of registrant as specified in itscharter)

Av. Chedid Jafet, 75, Torre Sul, 30th floor,

Vila Olímpia – São Paulo

Brazil 04551-065

+55 (11) 3075-0429

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F	X	Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes	No	X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes	No	X

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

XP Inc.
By:	/s/ Bruno Constantino Alexandre dos Santos
	Name:	Bruno Constantino Alexandre dos Santos
	Title:	Chief Financial Officer

Date: October 4, 2022

EXHIBIT INDEX

Exhibit No.	Description
99.1	Notice of 2022 Annual General Meeting of Shareholders
99.2	Proxy Statement
99.3	Form of Proxy Card

Exhibit 99.1

XP Inc.

(the “Company”)

NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company (the “AGM”) will be held at the offices of the Company located at Av. Chedid Jafet, 75, Torre Sul, 30th Floor, Vila Olímpia, São Paulo SP 04551- 065, Brazil on October 18, 2022 at 10:00 am (BRT).

The AGM will be held at the offices of the Company in accordance with Cayman Islands law, but given the situation of COVID-19, and in light of potential public measures to contain the pandemic, we strongly encourage shareholders to submit a proxy or, if they wish to attend in person, to participate in the AGM in a virtual form. The details of how to participate virtually at the AGM are set out in the accompanying proxy card.

The AGM will be held for the purpose of considering and, if thought fit, passing and approving the following resolutions:

1	To resolve, as an ordinary resolution, the Company’s financial<br>statements and the auditor’s report for the fiscal year ended December 31, 2021 in the form presented at the AGM, be approved and<br>ratified.
2	To resolve, as an ordinary resolution, Ms. Cristiana Pereira<br>be appointed as a director of the Company to serve in accordance with the amended and restated memorandum and articles of association<br>(the “Memorandum and Articles of Association”) of the Company.
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3	To resolve, as an ordinary resolution, that a sufficient number<br>of Class A Common Shares be re-designated as Class B Common Shares to reset the authorized share capital of the Company as US$35,000<br>divided into 3,500,000,000 shares of a nominal or par value of US$0.00001 each which, at the date on which this Memorandum becomes effective,<br>comprise (i) 2,000,000,000 Class A Common Shares; (ii) 1,000,000,000 Class B Common Shares (which Class B Common Shares may be converted<br>into Class A Common Shares in the manner contemplated in the Articles of Association of the Company); and (iii) 500,000,000 shares of<br>such class or classes (howsoever designated) and having the rights as the Board may determine from time to time in accordance with Article<br>4 of the Articles of Association of the Company, by the re-designating of a sufficient number of authorized but unissued Class A Common<br>Shares as Class B Common Shares to achieve such authorized share capital.
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4	To resolve, as a special resolution, that the Memorandum and<br>Articles of Association of the Company currently in effect be amended and restated by the deletion in their entirety and the substitution<br>in their place of the Second Amended and Restated Memorandum and Articles of Association annexed to the Notice of the AGM.
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The current Memorandum and Articles of Association contain a conversion rebalancing provision which provides that in the event that Class B Common Shares are converted into Class A Common Shares, the authorised share capital of the Company would be automatically changed by the increase of the authorised Class A Common Shares and the corresponding decrease of the authorised Class B Common Shares. This is to ensure that there is always a sufficient number of authorised Class A Common Shares to facilitate a conversion of Class B Common Shares into Class A Common Shares. As a result of a number of such conversions that have occurred since the adoption of the current Memorandum and Articles of Association, the authorised share capital has changed and for administrative reasons and to simplify the conversion process moving forwards, the Company proposes resolutions 3 and 4 to reset the authorised share capital to the starting values and replace conversion rebalancing provision in the Memorandum and Articles of Association with a requirement that the directors of the Company shall ensure that there are always a sufficient number of Class A Common Shares available for issuance in connection with the conversion of any issued

and outstanding Class B Common Shares. The suggestion is therefore that the final paragraph of Article 5.5(b) be replaced by alternatively providing that the Directors shall ensure that there are always a sufficient number of authorised but unissued Class A Common Shares available for issuance in connection with a conversion of any issued and outstanding Class B Common Shares. Based on the current number of Class A Common Shares and Class B Common Shares currently in issue, there is a significant amount of authorized but unissued Class A Common Shares (or “headroom”) available for the issuance of additional Class A Common Shares (the number of authorized Class A Common Shares being more than four times the number of Class A Common Shares in issue), including to accommodate the conversion of all Class B Common Shares in issue, and the Company therefore does not foresee there being any issues with complying with the proposed amendment in the Second Amendment and Restated Memorandum and Articles of Association. The current Memorandum and Articles of Association will otherwise be unamended as part of the adoption of the Second Amended and Restated Memorandum and Articles of Association and continue on the current terms.

The AGM will also serve as an opportunity for shareholders to discuss Company affairs with management.

The Board of Directors of the Company (the “Board”) has fixed the close of business on September 19, 2022 as the record date (the “Record Date”) for determining the shareholders of the Company entitled to receive notice of the AGM or any adjournment thereof. The holders of record of the Class A common shares and the Class B common shares of the Company as at the close of business on the Record Date are entitled to receive notice of and attend the AGM and any adjournment thereof.

The Board recommends that shareholders of the Company vote “FOR” the resolutions at the AGM. Your vote is very important to the Company.

Whether or not you plan to attend the AGM, please promptly complete, date, sign and return the enclosed proxy card attached to this Notice.

By Order of the Board of Directors

/s/ Guilherme Benchimol
Name:	Guilherme Benchimol
Title:	Director
Dated:	October 4, 2022

Registered Office:

c/o Maples Corporate Services Limited PO Box 309, Ugland House

Grand Cayman KY1-1104

Cayman Islands

NOTES

IFYOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSONOR SEND IN A SPECIFIC PROXY.

1	A proxy need not be a shareholder of the Company. A shareholder<br>entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead.
2	Any standing proxy previously deposited by a shareholder<br>with the Company will be voted in favor of the resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder<br>attends the AGM in person or executes a specific proxy.
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3	If two or more persons are jointly registered as holders<br>of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the<br>votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company’s<br>register of shareholders in respect of the relevant shares.
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4	Each Class A Common Share shall entitle the holder to one<br>(1) vote on all matters subject to a vote at general meetings of the Company, and each Class B Common Share shall entitle the holder<br>to ten (10) votes on all matters subject to a vote at general meetings of the Company.
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5	A shareholder holding more than one share entitled to attend<br>and vote at the AGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share<br>or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject<br>to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all<br>of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.
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6	No business shall be transacted at the AGM unless a quorum<br>is present. As set out in the Memorandum and Articles of Association of the Company, one or more shareholders holding not less than 50%<br>in aggregate of the voting power of all shares in issue and entitled to vote, present in person or by proxy or, if a corporation or other<br>non-natural person, by its duly authorized representative, constitutes a quorum of the shareholders. No person shall be entitled to vote<br>at the AGM unless he is registered as a shareholder of the Company on the record date for the AGM nor unless all calls or other sums<br>presently payable by him in respect of such shares have been paid.
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Schedule

CristianaPereira

Cristiana Pereira is an independent member of our board of directors and chairperson of our audit committee, positions she has held since June 2022. She has been a partner and founder at ACE Governance since March 2018, member of the Board and the Compensation Committee at Maestro Locadora de Veículos S.A. since June 2020, coordinator of the Audit Committee at CERC S.A. since October 2021, Coordinator of the Governance Committee and member of the Board at CESAR – Centro de Estudos e Sistemas Avançados do Recife since July 2020, and member of the Board at ARCO ILP S.A. since August 2020. Previously, she was member of Fiscal Council of Bradesco S.A. from March 2020 to May 2022 member of the Board of the HBS Alumni Angels of Brazil, from 2017 to 2020, member of the Consultative Board of the Association of Public Companies in Brazil – ABRASCA from December 2015 to November 2017, member of the Consultative Board of Association of Venture Capital and Private Equity – ABVCAP from December 2015 to November 2017. From June 2010 to November 2017, she was Managing Director of Listings and Issuer Development at B3 S.A. – Brasil, Bolsa, Balcão. Ms. Pereira holds an MBA from Harvard Business School (2004), a master’s degree from Fundação Getulio Vargas (1997) and a bachelor’s degree in Economics from State University of Campinas – UNICAMP (1992).

Annex

Second Amended and RestatedMemorandum and Articles of Association

Shareholders are directed to the Investor Relations section of the Company’s website at https://investors.xpinc.com/en/news-events/shareholder-meetings/ to access the Second Amended and Restated Memorandum and Articles of Association.

Exhibit 99.2

XP Inc.

c/o Maples CorporateServices Limited PO Box 309, Ugland House

Grand CaymanKY1-1104

Cayman IslandsPROXY STATEMENT

General

The board of directors of XP Inc. (the “Company” or “we”) is soliciting proxies for the annual general meeting of shareholders (the “AGM”) of the Company to be held on October 18, 2022 at 10:00 a.m. (BRT). The AGM will be held at the offices of the Company located at Av. Chedid Jafet, 75 Torre Sul, 30th Floor, Vila Olímpia, São Paulo SP, 04551-065, Brazil. However, given the situation of COVID-19, we strongly encourage shareholders to submit a proxy or, if they wish to attend in person, to participate in the AGM in a virtual form, further details of which can be found in the accompanying proxy card.

On or about October 4, 2022, we first mailed to our shareholders our proxy materials, including our proxy statement, the notice to shareholders of our AGM and the proxy card, along with instructions on how to vote using the proxy card provided therewith. This proxy statement can also be accessed, free of charge, on the Investor Relations section of the Company’s website at https://investors.xpinc.com/en/news-events/shareholder-meetings/ and on the SEC’s website at https://www.sec.gov.

Record Date, Share Ownership and Quorum

Only the holders of record of Class A common shares (the “Class A Common Shares”) and Class B common shares (the “Class BCommon Shares” and together with the Class A Common Shares, the “Common Shares”) of the Company as at the close of business on September 19, 2022, Eastern Time (the “Record Date”) are entitled to receive notice of and attend the AGM and any adjournment thereof. No person shall be entitled to vote at the AGM unless it is registered as a shareholder of the Company on the record date for the AGM.

As of the close of business on the Record Date, 555,464,500 Common Shares were issued and outstanding, including 443,803,714 Class A Common Shares and 111,660,786 Class B Common Shares. One or more shareholders holding not less than 50% in aggregate of the voting power of all shares in issue and entitled to vote, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, constitutes a quorum of the shareholders.

Voting and Solicitation

Each Class A Common Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the AGM. Each Class B Common Share issued and outstanding as of the close of business on the Record Date is entitled to ten votes at the AGM. Each ordinary resolution to be put to the vote at the AGM will be approved by a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM and each special resolution to be put to the vote at the AGM will be approved by 66⅔% of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM.

Voting by Holders of Common Shares

Common Shares that are properly voted, for which proxy cards are properly executed and returned within the deadline set forth below, will be voted at the AGM in accordance with the directions given. If no specific instructions are given in such proxy cards, the proxy holder will vote in favor of the item(s) set forth in the proxy card. The proxy holder will also vote in the discretion of such proxy holder on any other matters that may properly come before the AGM, or

at any adjournment thereof. Where any holder of Common Shares affirmatively abstains from voting on any particular resolution, the votes attaching to such Common Shares will not be included or counted in the determination of the number of Common Shares present and voting for the purposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining the quorum, as described above).

Proxies submitted by registered shareholders and street shareholders (by returning the proxy card) must be received by us no later than 11:59 p.m., Eastern Time, on October 17, 2022, to ensure your representation at our AGM.

The manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are represented by book entries in your name so that you appear as a shareholder on the records of American Stock Transfer & Trust Company, LLC (“AST”) (i.e., you are a registered shareholder), our stock transfer agent, this proxy statement, the notice of AGM and the proxy card will be sent to you by AST. You may provide voting instructions by returning a proxy card. You also may attend the AGM and vote in person, subject to our above request that, if you wish to attend in person, you do so virtually. If you own Common Shares of record and you do not vote by proxy or in person at the Annual Meeting, your shares will not be voted.

If you own shares in street name (i.e., you are a street shareholder), meaning that your shares are held by a bank, brokerage firm, or other nominee, you are then considered the “beneficial owner” of shares held in “street name,” and as a result, this proxy statement, the notice of AGM and the proxy card will be provided to you by your bank, brokerage firm, or other nominee holding the shares. You may provide voting instructions to them directly by returning a voting instruction form received from that institution. If you own Common Shares in street name and attend the AGM, you must obtain a “legal proxy” from the bank, brokerage firm, or other nominee that holds your shares in order to vote your shares at the meeting and present your voting information card.

Revocability of Proxies

Registered shareholders may revoke their proxy or change voting instructions before shares are voted at the AGM by submitting a written notice of revocation to our Investor Relations Department at ir@xpi.com.br, or a duly executed proxy bearing a later date (which must be received by us no later than the date set forth below) or by attending the AGM and voting in person. A beneficial owner owning Common Shares in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the shares or by obtaining a legal proxy from such institution and voting in person at the AGM. If you are not planning toattend in person our AGM, to ensure your representation at our AGM, revocation of proxies submitted by registered shareholders and streetshareholders (by returning a proxy card) must be received by us no later than 11:59 p.m., Eastern Time, on October 17, 2022.

PROPOSAL 1:

APPROVAL ANDRATIFICATION OF THE COMPANY’S FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021

The Company seeks shareholder approval and ratification of the Company’s 2021 audited consolidated financial statements (the “AuditedAccounts”) in the form presented at the AGM, which have been prepared in accordance with International Financial Reporting Standards, in respect of the fiscal year ended December 31, 2021. A copy of the Company’s Audited Accounts is available on the Company’s website at https://investors.xpinc.com/en/news- events/shareholder-meetings/.

The affirmative vote by the holders of a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specified therein. If not otherwise specified, and the proxy card is signed, Common Shares represented by the proxies will be voted in favor of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL AND RATIFICATION OF THE COMPANY’S FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021.

PROPOSAL 2:

APPROVAL ANDRATIFICATION OF THE APPOINTMENT OF MS. CRISTIANA PEREIRA AS DIRECTOR

The Company seeks shareholder authorization to appoint Ms. Cristiana Pereira as a director of the Company to serve in accordance with the amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”) of the Company. Ms. Cristiana Pereira was appointed by the Board of Directors on an interim basis during the year due to the resignation of Ms. Luciana Pires Dias).

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL AND RATIFICATION OF THE APPOINTMENT OF MS. CRISTIANA PEREIRA AS DIRECTOR.

PROPOSAL 3:

APPROVAL OFTHE CHANGE IN AUTHORIZED SHARE CAPITAL

The Company seeks shareholder authorization to approve that a sufficient number of Class A Common Shares be re- designated as Class B Common Shares to reset the authorized share capital of the Company as US$35,000 divided into 3,500,000,000 shares of a nominal or par value of US$0.00001 each which, at the date on which this Memorandum becomes effective, comprise (i) 2,000,000,000 Class A Common Shares; (ii) 1,000,000,000 Class B Common Shares (which Class B Common Shares may be converted into Class A Common Shares in the manner contemplated in the Articles of Association of the Company); and (iii) 500,000,000 shares of such class or classes (howsoever designated) and having the rights as the Board may determine from time to time in accordance with Article 4 of the Articles of Association of the Company, by the re-designating of a sufficient number of authorized but unissued Class A Common Shares as Class B Common Shares to achieve such authorized share capital.

The current Memorandum and Articles of Association contain a conversion rebalancing provision which provides that, in the event that Class B Common Shares are converted into Class A Common Shares, the authorised share capital

of the Company would be automatically changed by the increase of the authorised Class A Common Shares and the corresponding decrease of the authorised Class B Common Shares. This is to ensure that there is always a sufficient number of authorised Class A Common Shares to facilitate a conversion of Class B Common Shares into Class A Common Shares. As a result of a number of such conversions that have occurred since the adoption of the current Memorandum and Articles of Association, the authorised share capital has changed and, for administrative reasons and to simplify the conversion process moving forwards, the Company has proposed Proposals 3 and 4 to reset the authorised share capital to the starting values and replace the conversion rebalancing provision in the Memorandum and Articles of Association with a requirement that the directors of the Company shall ensure that there are always a sufficient number of Class A Common Shares available for issuance in connection with the conversion of any issued and outstanding Class B Common Shares. The current Memorandum and Articles of Association will otherwise be unamended as part of the adoption of the Second Amended and Restated Memorandum and Articles of Association and continue on the current terms.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF CHANGE IN AUTHORIZED SHARE CAPITAL.

PROPOSAL 4:

APPROVAL OF THE SECOND AMENDED ANDRESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

The Company seeks shareholder authorization to approve the Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Second Amended and Restated Memorandum and Articles of Association annexed to the Notice of the AGM.

A copy of the Second Amended and Restated Memorandum and Articles of Association can be accessed through the Investor Relations section of the Company’s website at https://investors.xpinc.com/en/news-events/shareholder- meetings/.

The final paragraph of Article 5.5(b) of the current Amended and Restated Memorandum and Articles of Association currently provides as follows:

"Upon conversion of any Class B Common Shares, the composition of the authorised capital of the Company shall automatically be varied and amended by a reduction in the relevant number of authorised Class B Common Shares and a corresponding increase in the relevant number of authorised Class A Common Shares."

If approved, the Second Amendment and Restated Memorandum and Articles of Association will replace this final paragraph with the following:

"The Directors shall ensure that there are always a sufficient number of authorised but unissued Class A Common Shares available for issuance in connection with a conversion of any issued and outstanding Class B Common Shares."

Based on the current number of Class A Common Shares and Class B Common Shares currently in issue, there is a significant amount of authorized but unissued Class A Common Shares (or "headroom") available for the issuance of additional Class A Common Shares (the number of authorized Class A Common Shares being more than four times the number of Class A Common Shares in issue), including to accommodate the conversion of all Class B Common Shares in issue, and the Company therefore does not foresee there being any issues with complying with the proposed amendment in the Second Amendment and Restated Memorandum and Articles of Association.

The affirmative vote by 66⅔% of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specified therein. If not otherwise specified, and the proxy card is signed, Common Shares represented by the proxies will be voted in favor of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION.

COMPANY INFORMATION

A copy of this proxy statement can be accessed free of charge, on the Investor Relations section of the Company’s website at https://investors.xpinc.com/en/news-events/shareholder-meetings/.

OTHER MATTERS

We know of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy to vote the Common Shares they represent as the board of directors may recommend.

By Order of the Board of Directors, Dated: October 4, 2022

Exhibit 99.3

----------------- - 0 XP INC. Proxy for Annual General Meeting of Shareholders on October 18, 2022 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 October 18 , 2022 at 10 : 00 am (BRT) at the offices of the Company located at Av . Chedid Jafet, 75 , Torre Sul, 30 th floor, Vila Olímpia – São Paulo, Brazil 04551 - 065 , and at any adjournments or post - ponements thereof, as follows : (Continued and to be signed on the reverse side) 1.1 14475

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF XP INC. 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. 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. 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 : x Please detach along perforated line and mail in the envelope provided. 00030333000000000000 9 101822 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3 AND 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE October 18, 2022 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 www . astfinancial . com to enjoy online access . 1 . APPROVAL AND RATIFICATION OF THE COMPANY’S FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31 , 2021 2. APPROVAL AND RATIFICATION OF THE APPOINTMENT OF MS. CRISTIANA PEREIRA AS DIRECTOR. 3. APPROVAL OF THE CHANGE IN AUTHORIZED SHARE CAPITAL 4. APPROVAL OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION. If you do not complete this section, your proxy will vote or abstain at his/her discretion, as he/she will on any other business that may be raised at the AGM . Notice is hereby given that an Annual General Meeting of the Company (the "AGM") will be held at the Company’s offices located at Av . Chedid Jafet, 75 , Torre Sul, 30 th floor, Vila Olímpia – São Paulo, Brazil 04551 - 065 on October 18 , 2022 at 10 : 00 am (BRT) . Whether or not you plan to attend the AGM, please promptly complete, date, sign and return the enclosed personalised proxy card attached to this Notice in the enclosed, pre - addressed envelope provided for that purpose so that your vote is received before 11 : 59 PM (Eastern Time) the day before the meeting . EMAIL - proxy@astfinancial . com FAX - 718 - 765 - 8730 FOR AGAINST ABSTAIN YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES . WHERE A CHOICE IS NOT SPECIFIED, THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS .

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. 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 : PROXY VOTING INSTRUCTIONS x Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 00030333000000000000 9 101822 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3 AND 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE COMPANY NUMBER ACCOUNT NUMBER ANNUAL GENERAL MEETING OF SHAREHOLDERS OF XP INC. October 18, 2022 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/ FOR AGAINST ABSTAIN 1. APPROVAL AND RATIFICATION OF THE COMPANY’S FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31 , 2021 2. APPROVAL AND RATIFICATION OF THE APPOINTMENT OF MS . CRISTIANA PEREIRA AS DIRECTOR . 3. APPROVAL OF THE CHANGE IN AUTHORIZED SHARE CAPITAL 4. APPROVAL OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION . If you do not complete this section, your proxy will vote or abstain at his/her discretion, as he/she will on any other business that may be raised at the AGM . Notice is hereby given that an Annual General Meeting of the Company (the "AGM") will be held at the Company’s offices located at Av . Chedid Jafet, 75 , Torre Sul, 30 th floor, Vila Olímpia – São Paulo, Brazil 04551 - 065 on October 18 , 2022 at 10 : 00 am (BRT) . Whether or not you plan to attend the AGM, please promptly complete, date, sign and return the enclosed personalised proxy card attached to this Notice in the enclosed, pre - addressed envelope provided for that purpose so that your vote is received before 11 : 59 PM (Eastern Time) the day before the meeting . EMAIL - proxy@astfinancial . com FAX - 718 - 765 - 8730 INTERNET - Access “ www . voteproxy . com ” 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 - free 1 - 800 - PROXIES ( 1 - 800 - 776 - 9437 ) in the United States or 1 - 718 - 921 - 8500 from foreign countries 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 . MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible . VIRTUALLY AT THE MEETING - The company will be hosting the meeting live via the Internet this year . To attend the meeting via the Internet please visit https : //web . lumiagm . com/ 214575958 (password : xpinc 2022 ) 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 materials, statements and other eligible documents online, while reducing costs, clutter and paper waste . Enroll today via www . astfinancial . com to enjoy online access .