XP : 2021 Proxy Card

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

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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 - [e-mail]

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

1. 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.
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").
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.

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 - [e-mail]

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.