XP : 2023 Proxy Card

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XP INC.

Proxy for Annual General Meeting of Shareholders on October 6, 2023

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 6, 2023 at 10:00 am (BRT) 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 6, 2023

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.equiniti.com to enjoy online access.

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.

Please detach along perforated line and mail in the envelope provided.

00030303003000000000 9100623

	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 x
	YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE	1. APPROVAL AND RATIFICATION OF THE COMPANY'S FINANCIAL FOR AGAINST ABSTAIN
	APPROPRIATE BOXES. WHERE A CHOICE IS NOT SPECIFIED, THE	STATEMENTS AND THE AUDITOR'S REPORT FOR THE FISCAL
	PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH THE BOARD	YEAR ENDED DECEMBER 31, 2022.
	OF DIRECTORS' RECOMMENDATIONS.	2. APPROVAL AND RATIFICATION OF THE APPOINTMENT OF
				FREDERICO SEABRA DE CARVALHO AS AN INDEPENDENT
				DIRECTOR.
				3. APPROVAL AND RATIFICATION OF THE REAPPOINTMENT
				OF EACH OF GUILHERME DIAS FERNANDES BENCHIMOL,
				BRUNO CONSTANTINO ALEXANDRE DOS SANTOS,
				BERNARDO AMARAL BOTELHO, FABRÍCIO CUNHA DE
				ALMEIDA, MARTIN EMILIANO ESCOBARI LIFCHITZ, GABRIEL
				KLAS DA ROCHA LEAL, LUIZ FELIPE AMARAL CALABRÓ AND
				CRISTIANA PEREIRA AS DIRECTORS.
				4. APPROVAL OF THE THIRD AMENDED AND RESTATED
				MEMORANDUM AND ARTICLES OF ASSOCIATION.
				If you do not complete this section, your proxy will vote in favor of the proposal and will vote
				or abstain at his/her discretion 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 6, 2023 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
	To change the address on your account, please check the box at right and			11:59 PM (Eastern Time) the day before the meeting.
	indicate your new address in the address space above. Please note that			EMAIL - [e-mail]
	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.

Please detach along perforated line and mail in the envelope provided IFyou are not voting via telephone or the Internet.

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/

		ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
					XP INC.
					October 6, 2023
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 meeting
live via the Internet this year. To attend the meeting via the Internet
	ACCOUNT NUMBER
please visit https://web.lumiagm.com/214575958 (password: xpinc2023)
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.equiniti.com to enjoy online
access.

00030303003000000000 9100623

	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 x
				1. APPROVAL AND RATIFICATION OF THE COMPANY'S FINANCIAL FOR AGAINST ABSTAIN
				STATEMENTS AND THE AUDITOR'S REPORT FOR THE FISCAL
				YEAR ENDED DECEMBER 31, 2022.
				2. APPROVAL AND RATIFICATION OF THE APPOINTMENT OF
				FREDERICO SEABRA DE CARVALHO AS AN INDEPENDENT
				DIRECTOR.
				3. APPROVAL AND RATIFICATION OF THE REAPPOINTMENT
				OF EACH OF GUILHERME DIAS FERNANDES BENCHIMOL,
				BRUNO CONSTANTINO ALEXANDRE DOS SANTOS,
				BERNARDO AMARAL BOTELHO, FABRÍCIO CUNHA DE
				ALMEIDA, MARTIN EMILIANO ESCOBARI LIFCHITZ, GABRIEL
				KLAS DA ROCHA LEAL, LUIZ FELIPE AMARAL CALABRÓ AND
				CRISTIANA PEREIRA AS DIRECTORS.
				4. APPROVAL OF THE THIRD AMENDED AND RESTATED
				MEMORANDUM AND ARTICLES OF ASSOCIATION.
				If you do not complete this section, your proxy will vote in favor of the proposal and will vote
				or abstain at his/her discretion 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 6, 2023 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
	To change the address on your account, please check the box at right and			11:59 PM (Eastern Time) the day before the meeting.
	indicate your new address in the address space above. Please note that			EMAIL - [e-mail]
	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.