6-K
XP Inc. (XP)
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 September 2021
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: September 17, 2021
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Notice of 2021 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, 30^th^ Floor, Vila Olímpia, São Paulo SP, 04551-065, Brazil, on October 1, 2021 at 10:00 a.m. (São Paulo time).
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 | That, as an Ordinary Resolution, the Company’s financial statements and the auditor’s report<br>for the fiscal year ended December 31, 2020 (the “Financial Statements”) in the form presented at the AGM, be approved<br>and ratified. |
|---|---|
| 2 | That, as an Ordinary Resolution, the Company’s management accounts for the fiscal year ended December<br>31, 2020 (the “Management Accounts”) in the form presented at the AGM, be approved and ratified. |
| --- | --- |
| 3 | That, as an Ordinary Resolution, Mr. Luiz Felipe Amaral Calabró be appointed as a director of the<br>Company to serve in accordance with the memorandum and articles of association of the Company. |
| --- | --- |
| 4 | That, as an Ordinary Resolution, Mr. Guy Almeida Andrade be appointed as a director of the Company to<br>serve in accordance with the memorandum and articles of association of the Company. |
| --- | --- |
| 5 | That, as an Ordinary Resolution, Mrs. Luciana Pires Dias be appointed as a director of the Company to<br>serve in accordance with the memorandum and articles of association of the Company. |
| --- | --- |
| 6 | That, as an Ordinary Resolution, each of Guilherme Dias Fernandes Benchimol, Bruno Constantino Alexandre<br>dos Santos, Bernardo Amaral Botelho, Geraldo José Carbone, Fabricio Cunha de Almeida, Gabriel Klas da Rocha Leal, Carlos Alberto<br>Ferreira Filho, Martin Emiliano Escobari Lifchitz and Guilherme Sant’Anna Monteiro da Silva be reappointed as directors of the Company<br>to serve in accordance with the memorandum and articles of association of the Company. |
| --- | --- |
| 7 | That, as a Special Resolution, the Company be and hereby is authorized to merge (the “Merger”)<br>with XPart S.A. (the “Merging Company”), a company (sociedade anônima) incorporated in the Federative<br>Republic |
| --- | --- |
of Brazil, so that the Company be the surviving company and all the undertaking, property and liabilities of the merging company vest in the surviving company by virtue of such merger pursuant to the provisions of Part XVI of the Companies Act, as amended (the “Statute”).
| 8 | That, as a Special Resolution, the Plan of Merger, as required under Cayman law (the “Plan ofMerger”) in the form presented at the AGM be and hereby is authorized, approved and confirmed in all respects. |
|---|---|
| 9 | That, as a Special Resolution, the Company be and hereby is authorized to enter into the Plan of Merger. |
| --- | --- |
| 10 | That, as a Special Resolution, the Protocol and Justification of Merger of XPart by the Company, as required<br>under Brazilian law (the “Merger Protocol”) be authorized, approved and confirmed in all respects. |
| --- | --- |
| 11 | That, as a Special Resolution, the Company be authorized to enter into the Merger Protocol. |
| --- | --- |
| 12 | That, as a Special Resolution, the hiring of PricewaterhouseCoopers Auditores Independentes as a specialized<br>company to prepare XPart’s Appraisal Report (as defined in resolution 13 below) be ratified and approved in all respects. |
| --- | --- |
| 13 | That, as a Special Resolution, the “Appraisal Report at Book Value” (the “AppraisalReport”) be authorized, approved and confirmed in all respects. |
| --- | --- |
| 14 | That, as an Ordinary Resolution, the Plan of Merger be executed by any one Director on behalf of the Company<br>and any Director or Maples and Calder (Cayman) LLP, on behalf of Maples Corporate Services Limited, be authorized to submit the Plan of<br>Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands and that Maples<br>and Calder (Cayman) LLP, on behalf of Maples Corporate Services Limited, be authorized to file the Effective Date Notice with the Registrar<br>of Companies of the Cayman Islands and to make such additional filings or take such additional steps as they deem necessary in respect<br>of the Merger. |
| --- | --- |
| 15 | That, as a Special Resolution, the Merger Protocol be executed by any one Director on behalf of the Company<br>and any Director, together with any supporting documentation, for registration to the Brazilian Registrar of Companies and any one Director<br>on behalf of the Company and any Director be authorized to file any notices with the Brazilian Registrar of Companies and to make such<br>additional filings or take such additional steps as they deem necessary in respect of the Merger. |
| --- | --- |
| 16 | That, as a Special Resolution, all actions taken and any documents or agreements executed, signed or delivered<br>prior to or after the date of the AGM by any Director or officer of the Company in connection with the transactions contemplated by the<br>Merger be and are hereby approved, ratified and confirmed in all respects. |
| --- | --- |
| 17 | That, as a Special Resolution, the Amended and Restated Memorandum and Articles of Association of the<br>Company currently in effect be amended and restated in their entirety and the substitution in their place of |
| --- | --- |
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the Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”) in the form presented at the AGM.
Copies of the Financial Statements, the Management Accounts, the Plan of Merger, the Merger Protocol, the Appraisal Report and the Amended and Restated Memorandum and Articles of Association are available on the Company’s website at https://xpi.gcs-web.com/shareholder-meetings.
The Board of Directors of the Company (the “Board”) has fixed the close of business on September 1, 2021 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 Dias Fernandes Benchimol |
|---|
| Name: Guilherme Dias Fernandes Benchimol |
| Title: Director |
| Dated: September 14, 2021 |
Registered Office:
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
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NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOURSTANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR SEND IN A SPECIFIC PROXY.
| 1 | A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM<br>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 with the Company will be voted in favor of the<br>resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person or executes a specific<br>proxy. |
| --- | --- |
| 3 | If two or more persons are jointly registered as holders of a share, the vote of the senior person who<br>tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose,<br>seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the<br>relevant shares. |
| --- | --- |
| 4 | Each Class A Common Share shall entitle the holder to one (1) vote on all matters subject to a vote at<br>general meetings of the Company, and each Class B Common Share shall entitle the holder to ten (10) votes on all matters subject to a<br>vote at general meetings of the Company. |
| --- | --- |
| 5 | A shareholder holding more than one share entitled to attend and vote at the AGM need not cast the votes<br>in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against<br>a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any<br>proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed<br>either for or against a resolution and/or abstain from voting. |
| --- | --- |
| 6 | No business shall be transacted at the AGM unless a quorum is present. As set out in the articles of association<br>of the Company, one or more shareholders holding not less than 75% in aggregate of the voting power of all shares in issue and entitled<br>to vote, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, constitutes<br>a quorum of the shareholders. No person shall be entitled to vote at the AGM unless he is registered as a shareholder of the Company on<br>the record date for the AGM nor unless all calls or other sums presently payable by him in respect of such shares have been paid. |
| --- | --- |
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Exhibit 99.2
XP Inc.
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
PROXY 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 1, 2021 at 10:00 a.m. (São Paulo time). 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 September 14, 2021, 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://xpi.gcs-web.com/shareholder-meetings and on the SEC’s website at 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 B Common Shares” and together with the Class A Common Shares, the “Common Shares”) of the Company as at the close of business on September 1, 2021, 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, 559,058,965 Common Shares were issued and outstanding, including 377,764,985 Class A Common Shares and 181,293,980 Class B Common Shares. One or more shareholders holding not less than 75% 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 September 30, 2021, 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 to attend in person our AGM, to ensure your representation at our AGM, revocationof proxies submitted by registered shareholders and street shareholders (by returning a proxy card) must be received by us no later than11:59 p.m., Eastern Time, on September 30, 2021.
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PROPOSAL 1:
APPROVAL AND RATIFICATION OF THE COMPANY’SFINANCIAL STATEMENTS AND THE AUDITOR'S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020
The Company seeks shareholder approval and ratification of the Company’s 2020 audited consolidated financial statements (the “Audited Accounts”) 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, 2020. A copy of the Company’s Audited Accounts is available on the Company’s website at https://xpi.gcs-web.com/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 DECEMBER31, 2020.
PROPOSAL 2:
APPROVAL AND RATIFICATION OF THE COMPANY’SMANAGEMENT ACCOUNTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020
The Company seeks shareholder approval and ratification of the Company’s 2020 management accounts in the form presented at the AGM (the “Management Accounts”) in respect of the fiscal year ended December 31, 2020. A copy of the Company’s Management Accounts is available on the Company’s website at https://xpi.gcs-web.com/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 MANAGEMENT ACCOUNTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020.
PROPOSAL 3:
APPROVAL AND RATIFICATION OF THE APPOINTMENT OF MR. LUIZ FELIPE AMARAL CALABRÓ AS DIRECTOR
The Company seeks shareholder authorization to appoint Mr. Luiz Felipe Amaral Calabró as a director of the Company to serve in accordance with the memorandum and articles of association of the Company (Mr. Luiz Felipe Amaral Calabró was appointed by the Board of Directors on an interim basis during the year due to the resignation of Mr. Julio Capua Ramos da Silva).
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.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL AND RATIFICATION OF THE APPOINTMENT OF MR. LUIZ FELIPE AMARAL CALABRÓ AS DIRECTOR.
PROPOSAL 4:
CONSIDERATION AND APPROVAL OF THE APPOINTMENT OF MR. GUY ALMEIDA ANDRADE AS DIRECTOR
The Company seeks shareholder authorization to appoint Mr. Guy Almeida Andrade as a director of the Company to serve in accordance with the memorandum and articles of association of the Company (Mr. Guy Almeida Andrade was appointed by the Board of Directors on an interim basis during the year due to the resignation of Mr. Ricardo Baldin).
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 OF THE APPOINTMENT OF MR. GUY ALMEIDA ANDRADE AS DIRECTOR.
PROPOSAL 5:
CONSIDERATION AND APPROVAL OF THE APPOINTMENT OF MRS. LUCIANA PIRES DIAS AS DIRECTOR
The Company seeks shareholder authorization to appoint Mrs. Luciana Pires Dias as a director of the Company to serve in accordance with the memorandum and articles of association of the Company (Mrs. Luciana Pires Dias was appointed by the Board of Directors on an interim basis during the year due to the resignation of Mrs. Maria Helena dos Santos Fernandes de Santana).
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 OF THE APPOINTMENT OF MRS. LUCIANA PIRES DIAS AS DIRECTOR.
PROPOSAL 6:
CONSIDERATION AND RATIFICATION OF THE REAPPOINTMENT OF THE CURRENT BOARD MEMBERS AS DIRECTORS
The Company seeks shareholder authorization to reappoint Guilherme Dias Fernandes Benchimol, Bruno Constantino Alexandre dos Santos, Bernardo Amaral Botelho, Geraldo José Carbone, Fabricio Cunha de Almeida, Gabriel Klas da Rocha Leal, Carlos Alberto Ferreira Filho, Martin Emiliano Escobari Lifchitz and Guilherme Sant’Anna Monteiro da Silva as directors of the Company to serve in accordance with the memorandum and articles of association of the Company.
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
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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 REAPPOINTMENT OF GUILHERME DIAS FERNANDES BENCHIMOL, BRUNO CONSTANTINO ALEXANDRE DOS SANTOS, BERNARDO AMARAL BOTELHO, GERALDO JOSÉ CARBONE, FABRICIO CUNHA DE ALMEIDA, GABRIEL KLAS DA ROCHA LEAL, CARLOS ALBERTO FERREIRA FILHO, MARTIN EMILIANO ESCOBARI LIFCHITZ AND GUILHERME SANT’ANNA MONTEIRO DA SILVA AS DIRECTORS.
PROPOSAL 7:
CONSIDERATION AND APPROVAL OF THE COMPANY’S MERGER WITH XPART S.A.
The Company seeks shareholder approval of the Company’s merger (the “Merger”) with XPart S.A. (the “Merging Company”), a company (sociedadeanônima) incorporated in the Federative Republic of Brazil, so that the Company will be the surviving company and all the undertaking, property and liabilities of the merging company will vest in the surviving company by virtue of such merger pursuant to the provisions of Part XVI of the Companies Act, as amended (the “Statute”).
Pursuant to the Statute and the Articles of Association, such approval must be authorized by the Company by a shareholder resolution passed by shareholders holding 66⅔% of the voting power of all shares in issue and voting at the AGM. 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 MERGER.
PROPOSAL 8:
CONSIDERATION AND APPROVAL OF THE PLAN OF MERGER
The Company seeks shareholder approval of the Plan of Merger, as required under Cayman law (the “Plan of Merger”) in the form presented at the AGM, be approved and confirmed in all respects. A copy of the Plan of Merger is available on the Company’s website at https://xpi.gcs-web.com/shareholder-meetings.
Pursuant to the Statute and the Articles of Association, such approval requires a special resolution passed by shareholders holding 66⅔% of the voting power of all shares in issue and voting at the AGM. 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 PLAN OF MERGER.
PROPOSAL 9:
AUTHORIZATION TO ENTER INTO THE PLAN OF MERGER
The Company seeks shareholder authorization to enter into the Plan of Merger.
Pursuant to the Statute and the Articles of Association, such authorization requires a special resolution passed by shareholders holding 66⅔% of the voting power of all shares in issue and voting at the AGM. 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.
5
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE AUTHORIZATION TO ENTER INTO THE PLAN OF MERGER.
PROPOSAL 10:
CONSIDERATION AND APPROVAL OF THE MERGER PROTOCOL
The Company seeks shareholder approval of the Protocol and Justification of Merger of XPart by the Company, as required under Brazilian law (the “Merger Protocol”) be authorized, approved and confirmed in all respects. A copy of the Merger Protocol is available on the Company’s website at https://xpi.gcs-web.com/shareholder-meetings.
Such approval is being proposed as a special resolution passed by shareholders holding 66⅔% of the voting power of all shares in issue and voting at the AGM. 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 MERGER PROTOCOL.
PROPOSAL 11:
AUTHORIZATION TO ENTER INTO THE MERGER PROTOCOL
The Company seeks shareholder authorization to enter into the Merger Protocol.
Such authorization is being proposed as a special resolution passed by shareholders holding 66⅔% of the voting power of all shares in issue and voting at the AGM. 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 AUTHORIZATION TO ENTER INTO THE MERGER PROTOCOL.
PROPOSAL 12:
APPROVAL AND RATIFICATION OF THE HIRING OF PRICEWATERHOUSE COOPERS AUDITORES INDEPENDENTES AS A SPECIALIZED COMPANY TO PREPARE THE APPRAISAL REPORT
The Company seeks shareholder approval of the hiring of PricewaterhouseCoopers Auditores Independentes as a specialized company to prepare XPart’s Appraisal Report (as defined in proposal 13 below) be ratified and approved in all respects.
Such authorization is being proposed as a special resolution passed by shareholders holding 66⅔% of the voting power of all shares in issue and voting at the AGM. 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 HIRING OF PRICEWATERHOUSE COOPERS AUDITORES INDEPENDENTES AS A SPECIALIZED COMPANY TO PREPARE THEAPPRAISAL REPORT.
PROPOSAL 13:
APPROVAL AND RATIFICATION OF THE APPRAISAL REPORT
The Company seeks shareholder approval of the report of the Merging Company’s statutory net equity “Report” (the “Appraisal Report”) be authorized, approved and confirmed in all respects.
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Such approval is being proposed as a special resolution passed by shareholders holding 66⅔% of the voting power of all shares in issue and voting at the AGM. 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 REPORT.
PROPOSAL 14:
EXECUTION OF THE PLAN OF MERGER
The Company seeks shareholder approval to execute, by any one Director on behalf of the Company and any Director or Maples and Calder, on behalf of Maples Corporate Services Limited, be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands and that Maples and Calder, on behalf of Maples Corporate Services Limited, be authorized to file the Effective Date Notice with the Registrar of Companies of the Cayman Islands and to make such additional filings or take such additional steps as they deem necessary in respect of the Merger.
Pursuant to the Statute and the Articles of Association, such approval requires an ordinary resolution passed by shareholders holding a majority of the voting power of all shares in issue and voting at the AGM. 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 EXECUTION OF THE PLAN OF MERGER.
PROPOSAL 15:
EXECUTION OF THE MERGER PROTOCOL
The Company seeks shareholder approval to execute, by any one Director on behalf of the Company and any Director, be authorized to (i) submit the Merger Protocol, together with any supporting documentation, for registration to the Brazilian Registrar of Companies; and to (ii) file any notices with the Brazilian Registrar of Companies and to make such additional filings or take such additional steps as they deem necessary in respect of the Merger.
Such approval is being proposed as an ordinary resolution passed by shareholders holding a majority of the voting power of all shares in issue and voting at the AGM. 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 EXECUTION OF THE MERGER PROTOCOL.
PROPOSAL 16:
APPROVAL, RATIFICATION AND CONFIRMATION OFANY AND ALL ACTIONS TO BE TAKEN, AND ANY AND ALL DOCUMENTS OR AGREEMENTS TO BE EXECUTED, SIGNED AND DELIVERED IN CONNECTION WITH THE MERGER.
The Company seeks shareholder approval, ratification and confirmation in all respects of any and all actions to be taken, and any and all documents and agreements to be executed, signed and delivered prior to or after the date of the AGM by any Director or officer of the Company in connection with the transactions contemplated by the Merger.
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Pursuant to the Statute and the Articles of Association, such approval requires an ordinary resolution passed by shareholders holding 66⅔% of the voting power of all shares in issue and voting at the AGM. 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, RATIFICATION AND CONFIRMATION OF ANY AND ALL ACTIONS TO BE TAKEN, AND ANY AND ALL DOCUMENTS OR AGREEMENTS TO BE EXECUTED,SIGNED AND DELIVERED IN CONNECTION WITH THE MERGER.
PROPOSAL 17:
APPROVAL AND RATIFICATION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION.
The Company seeks shareholder approval of the proposed Amended and Restated Memorandum and Articles of Association of the Company, currently in effect be amended and restated in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association in the form presented at the AGM. The proposed Amended and Restated Memorandum and Articles of Association (i) retain the requirement for the Company to hold an annual general meeting each year, but remove the requirement that any such meeting be held within the first four months following the end of each financial year of the Company; (ii) reduces the quorum requirement for shareholder meetings from not less than seventy five percent (75%) in aggregate of the voting power of the shares in issue to not less than fifty percent (50%); (iii) reduces the maximum number of directors of the Company from thirteen (13) to twelve (12); and (iv) delegates powers to the Company’s Board of Officers to exercise the day-to-day operations, business and activities of the Company. A copy of the proposed Amended and Restated Memorandum and Articles of Association is available on the Company’s website at https://xpi.gcs-web.com/shareholder-meetings.
Pursuant to the Statute and the Articles of Association, such approval requires a special resolution passed by shareholders holding 66⅔% of the voting power of all shares in issue and voting at the AGM. 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 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://xpi.gcs-web.com/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: September 14, 2021
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Exhibit 99.3
----------------- - 0 XP INC. Proxy for Annual General Meeting of Shareholders on October 1, 2021 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 1 , 2021 at 10 : 00 am (Sao Paulo Time) 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 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL : The Notice of Meeting, proxy statement and proxy card are available at https://xpi.gcs - web.com/shareholder - meetings 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 .
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF XP INC. October 1, 2021 Please sign, date and mail your proxy card in the envelope provided as soon as possible. 1. That, as an Ordinary Resolution, the Company’s financial statements and the auditor’s report for the fiscal year ended December 31 , 2020 (the “ Financial Statements ”) in the form presented at the AGM, be approved and ratified . 2. That, as an Ordinary Resolution, the Company’s management accounts for the fiscal year ended December 31 , 2020 (the “ Management Accounts ”) in the form presented at the AGM, be approved and ratified . 3. That, as an Ordinary Resolution, Mr . Luiz Felipe Amaral Calabró be appointed as a director of the Company to serve in accordance with the memorandum and articles of association of the Company . 4. That, as an Ordinary Resolution, Mr . Guy Almeida Andrade be appointed as a director of the Company to serve in accordance with the memorandum and articles of association of the Company . 5. That, as an Ordinary Resolution, Mrs . Luciana Pires Dias be appointed as a director of the Company to serve in accordance with the memorandum and articles of association of the Company . 6. That, as an Ordinary Resolution, each of Guilherme Dias Fernandes Benchimol, Bruno Constantino Alexandre dos Santos, Bernardo Amaral Botelho, Geraldo José Carbone, Fabricio Cunha de Almeida, Gabriel Klas da Rocha Leal, Carlos Alberto Ferreira Filho, Martin Emiliano Escobari Lifchitz and Guilherme Sant’Anna Monteiro da Silva be reappointed as directors of the Company to serve in accordance with the memorandum and articles of association of the Company . 7. That, as a Special Resolution, the Company be and hereby is authorized to merge (the “ Merger ”) with XPart S . A . (the “ Merging Company ”), a compa - ny (sociedade anônima) incorporated in the Federative Republic of Brazil, so that the Company be the surviving company and all the undertaking, property and liabilities of the merging company vest in the surviving compa - ny by virtue of such merger pursuant to the provisions of Part XVI of the Companies Act, as amended (the “ Statute ”) . 9. That, as a Special Resolution, the Company be and hereby is authorized to enter into the Plan of Merger . 10. That, as a Special Resolution, the Protocol and Justification of Merger of XPart by the Company, as required under Brazilian law (the “ Merger Protocol ”) be authorized, approved and confirmed in all respects . 11. That, as a Special Resolution, the Company be authorized to enter into the Merger Protocol . 12. That, as a Special Resolution, the hiring of PricewaterhouseCoopers Auditores Independentes as a specialized company to prepare XPart’s Appraisal Report (as defined in resolution 13 below) be ratified and approved in all respects . 13. That, as a Special Resolution, the “Appraisal Report at Book Value” (the “ Appraisal Report ”) be authorized, approved and confirmed in all respects . 14. That, as an Ordinary Resolution, the Plan of Merger be executed by any one Director on behalf of the Company and any Director or Maples and Calder (Cayman) LLP, on behalf of Maples Corporate Services Limited, be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands and that Maples and Calder (Cayman) LLP, on behalf of Maples Corporate Services Limited, be authorized to file the Effective Date Notice with the Registrar of Companies of the Cayman Islands and to make such additional filings or take such additional steps as they deem necessary in respect of the Merger . 15. That, as a Special Resolution, the Merger Protocol be executed by any one Director on behalf of the Company and any Director, together with any supporting documen - tation, for registration to the Brazilian Registrar of Companies and any one Director on behalf of the Company and any Director be authorized to file any notices with the Brazilian Registrar of Companies and to make such additional filings or take such additional steps as they deem necessary in respect of the Merger . 16. That, as a Special Resolution, all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of the AGM by any Director or officer of the Company in connection with the transactions contemplated by the PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Merger be and are hereby approved, ratified and confirmed in all respects. 17 . That, as a Special Resolution, the Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and restated in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association (the “ Amended and Restated Memorandum and Articles of Association ”) in the form presented at the AGM . THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSALS. 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 1 , 2021 at 10 : 00 am (Sao Paulo Time) . 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 8 . That, as a Special Resolution, the Plan of Merger, as required under Cayman law (the “ Plan of Merger ”) in the form presented at the AGM be and hereby is authorized, approved and confirmed in all respects . 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. October 1, 2021 PROXY VOTING INSTRUCTIONS PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x COMPANY NUMBER ACCOUNT NUMBER 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 2021 ) and be sure to have available the control number . 1. That, as an Ordinary Resolution, the Company’s financial statements and the auditor’s report for the fiscal year ended December 31 , 2020 (the “ Financial Statements ”) in the form presented at the AGM, be approved and ratified . 2. That, as an Ordinary Resolution, the Company’s management accounts for the fiscal year ended December 31 , 2020 (the “ Management Accounts ”) in the form presented at the AGM, be approved and ratified . 3. That, as an Ordinary Resolution, Mr . Luiz Felipe Amaral Calabró be appointed as a director of the Company to serve in accordance with the memorandum and articles of association of the Company . 4. That, as an Ordinary Resolution, Mr . Guy Almeida Andrade be appointed as a director of the Company to serve in accordance with the memorandum and articles of association of the Company . 5. That, as an Ordinary Resolution, Mrs . Luciana Pires Dias be appointed as a director of the Company to serve in accordance with the memorandum and articles of association of the Company . 6. That, as an Ordinary Resolution, each of Guilherme Dias Fernandes Benchimol, Bruno Constantino Alexandre dos Santos, Bernardo Amaral Botelho, Geraldo José Carbone, Fabricio Cunha de Almeida, Gabriel Klas da Rocha Leal, Carlos Alberto Ferreira Filho, Martin Emiliano Escobari Lifchitz and Guilherme Sant’Anna Monteiro da Silva be reappointed as directors of the Company to serve in accordance with the memorandum and articles of association of the Company . 7. That, as a Special Resolution, the Company be and hereby is authorized to merge (the “ Merger ”) with XPart S . A . (the “ Merging Company ”), a compa - ny (sociedade anônima) incorporated in the Federative Republic of Brazil, so that the Company be the surviving company and all the undertaking, property and liabilities of the merging company vest in the surviving compa - ny by virtue of such merger pursuant to the provisions of Part XVI of the Companies Act, as amended (the “ Statute ”) . FOR AGAINST ABSTAIN 9. That, as a Special Resolution, the Company be and hereby is authorized to enter into the Plan of Merger. 10. That, as a Special Resolution, the Protocol and Justification of Merger of XPart by the Company, as required under Brazilian law (the “ Merger Protocol ”) be authorized, approved and confirmed in all respects . 11. That, as a Special Resolution, the Company be authorized to enter into the Merger Protocol . 12. That, as a Special Resolution, the hiring of PricewaterhouseCoopers Auditores Independentes as a specialized company to prepare XPart’s Appraisal Report (as defined in resolution 13 below) be ratified and approved in all respects . 13. That, as a Special Resolution, the “Appraisal Report at Book Value” (the “ Appraisal Report ”) be authorized, approved and confirmed in all respects . 14. That, as an Ordinary Resolution, the Plan of Merger be executed by any one Director on behalf of the Company and any Director or Maples and Calder (Cayman) LLP, on behalf of Maples Corporate Services Limited, be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands and that Maples and Calder (Cayman) LLP, on behalf of Maples Corporate Services Limited, be authorized to file the Effective Date Notice with the Registrar of Companies of the Cayman Islands and to make such additional filings or take such additional steps as they deem necessary in respect of the Merger . 15. That, as a Special Resolution, the Merger Protocol be executed by any one Director on behalf of the Company and any Director, together with any supporting documen - tation, for registration to the Brazilian Registrar of Companies and any one Director on behalf of the Company and any Director be authorized to file any notices with the Brazilian Registrar of Companies and to make such additional filings or take such additional steps as they deem necessary in respect of the Merger . 16. That, as a Special Resolution, all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of the AGM by any Director or officer of the Company in connection with the transactions contemplated by the FOR AGAINST ABSTAIN Merger be and are hereby approved, ratified and confirmed in all respects. 17 . That, as a Special Resolution, the Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and restated in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association (the “ Amended and Restated Memorandum and Articles of Association ”) in the form presented at the AGM . THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSALS. 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 1 , 2021 at 10 : 00 am (Sao Paulo Time) . 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 8 . That, as a Special Resolution, the Plan of Merger, as required under Cayman law (the “ Plan of Merger ”) in the form presented at the AGM be and hereby is authorized, approved and confirmed in all respects . 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.