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The Notice of Meeting, proxy statement and proxy card
are available at https://xpi.gcs-web.com/shareholder-meetings
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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, 30th 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.
October 1, 2021
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
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 | ||||||||||||||||||
1. | That, as an Ordinary Resolution, the Company's financial statements and | ABSTAIN | 9. | That, as a Special Resolution, the Company be and hereby is authorized to enter into | FOR | AGAINST | ABSTAIN | ||||||||||||
the auditor's report for the fiscal year ended December 31, 2020 (the | the Plan of Merger. | ||||||||||||||||||
"Financial Statements") in the form presented at the AGM, be approved | |||||||||||||||||||
and ratified. | 10. | That, as a Special Resolution, the Protocol and Justification of Merger of XPart by the | |||||||||||||||||
2. | That, as an Ordinary Resolution, the Company's management accounts for | Company, as required under Brazilian law (the "Merger Protocol") be authorized, | |||||||||||||||||
approved and confirmed in all respects. | |||||||||||||||||||
the fiscal year ended December 31, 2020 (the "Management Accounts") in | 11. | That, as a Special Resolution, the Company be authorized to enter into the Merger | |||||||||||||||||
the form presented at the AGM, be approved and ratified. | |||||||||||||||||||
3. | That, as an Ordinary Resolution, Mr. Luiz Felipe Amaral Calabró be | Protocol. | |||||||||||||||||
appointed as a director of the Company to serve in accordance with the | 12. | That, as a Special Resolution, the hiring of PricewaterhouseCoopers Auditores | |||||||||||||||||
memorandum and articles of association of the Company. | Independentes as a specialized company to prepare XPart's Appraisal Report (as | ||||||||||||||||||
4. | That, as an Ordinary Resolution, Mr. Guy Almeida Andrade be appointed 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 | ||||||||||||||||||
a director of the Company to serve in accordance with the memorandum and | |||||||||||||||||||
articles of association of the Company. | Report") be authorized, approved and confirmed in all respects. | ||||||||||||||||||
5. That, as an Ordinary Resolution, Mrs. Luciana Pires Dias be appointed as a | 14. | That, as an Ordinary Resolution, the Plan of Merger be executed by any one Director | |||||||||||||||||
director of the Company to serve in accordance with the memorandum and | on behalf of the Company and any Director or Maples and Calder (Cayman) LLP, on | ||||||||||||||||||
articles of association of the Company. | behalf of Maples Corporate Services Limited, be authorized to submit the Plan of | ||||||||||||||||||
Merger, together with any supporting documentation, for registration to the Registrar | |||||||||||||||||||
6. That, as an Ordinary Resolution, each of Guilherme Dias Fernandes | of Companies of the Cayman Islands and that Maples and Calder (Cayman) LLP, on | ||||||||||||||||||
Benchimol, Bruno Constantino Alexandre dos Santos, Bernardo Amaral | behalf of Maples Corporate Services Limited, be authorized to file the Effective Date | ||||||||||||||||||
Botelho, Geraldo José Carbone, Fabricio Cunha de Almeida, Gabriel Klas | Notice with the Registrar of Companies of the Cayman Islands and to make such | ||||||||||||||||||
da Rocha Leal, Carlos Alberto Ferreira Filho, Martin Emiliano Escobari | additional filings or take such additional steps as they deem necessary in respect of | ||||||||||||||||||
Lifchitz and Guilherme Sant'Anna Monteiro da Silva be reappointed as | the Merger. | ||||||||||||||||||
directors of the Company to serve in accordance with the memorandum and | 15. | That, as a Special Resolution, the Merger Protocol be executed by any one Director | |||||||||||||||||
articles of association of the Company. | |||||||||||||||||||
on behalf of the Company and any Director, together with any supporting documen- | |||||||||||||||||||
7. That, as a Special Resolution, the Company be and hereby is authorized to | tation, for registration to the Brazilian Registrar of Companies and any one Director | ||||||||||||||||||
merge (the "Merger") with XPart S.A. (the "Merging Company"), a compa- | on behalf of the Company and any Director be authorized to file any notices with the | ||||||||||||||||||
ny (sociedade anônima) incorporated in the Federative Republic of Brazil, | Brazilian Registrar of Companies and to make such additional filings or take such | ||||||||||||||||||
so that the Company be the surviving company and all the undertaking, | additional steps as they deem necessary in respect of the Merger. | ||||||||||||||||||
property and liabilities of the merging company vest in the surviving compa- | 16. | That, as a Special Resolution, all actions taken and any documents or agreements | |||||||||||||||||
ny by virtue of such merger pursuant to the provisions of Part XVI of the | executed, signed or delivered prior to or after the date of the AGM by any Director or | ||||||||||||||||||
Companies Act, as amended (the "Statute"). | officer of the Company in connection with the transactions contemplated by the | ||||||||||||||||||
8. That, as a Special Resolution, the Plan of Merger, as required under | Merger be and are hereby approved, ratified and confirmed in all respects. | ||||||||||||||||||
Cayman law (the "Plan of Merger") in the form presented at the AGM be | 17. | That, as a Special Resolution, the Amended and Restated Memorandum and Articles | |||||||||||||||||
and hereby is authorized, approved and confirmed in all respects. | 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, 30th 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 | |||||||||||||||||||
To change the address on your account, please check the box at right and | purpose so that your vote is received before 11:59 PM (Eastern Time) the day before the meeting. | ||||||||||||||||||
EMAIL - proxy@astfinancial.com | |||||||||||||||||||
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 | FAX - 718-765-8730 | ||||||||||||||||||
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 | |||||
INTERNET- Access "www.voteproxy.com" | PROXY VOTING INSTRUCTIONS | ||||
and follow the on-screen | |||||
instructions or scan the QR code with your smartphone. Have your proxy | |||||
card available when you access the web page. | |||||
TELEPHONE | - Call toll-free1-800-PROXIES (1-800-776-9437) in the | ||||
United States | or 1-718-921-8500 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. | |||||
soon as possible. | COMPANY NUMBER | ||||
MAIL- Sign, date and mail your proxy card in the envelope provided as | |||||
VIRTUALLY AT THE MEETING -The company will be hosting the | |||||
ACCOUNT NUMBER | |||||
meeting live via the Internet this year. To attend the meeting via the | |||||
Internet please visit https://web.lumiagm.com/214575958 (password: | |||||
xpinc2021) and be sure to have available the control number. | |||||
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
-
That, as an Ordinary Resolution, the Company's financial statements and FOR AGAINST ABSTAIN 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. - 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.
- 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.
- 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.
- 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.
- 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.
- 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").
- 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.
9. | That, as a Special Resolution, the Company be and hereby is authorized to enter into | FOR AGAINST | ABSTAIN | |||||
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 | ||||||||
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, 30th 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
Signature of Shareholder | Date: | Signature of Shareholder | Date: | ||||||
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When | signing as executor, administrator, attorney, trustee or | guardian, | please give full | |||||
title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
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Disclaimer
XP Inc. published this content on 28 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 October 2021 09:01:02 UTC.