XP Inc. (“XP”) Agrees to Terms With Itaú in Connection With Itaú’s Spin-Off of Its Investment in XP

XP Inc. (Nasdaq: XP), a leading, technology-driven platform and a trusted provider of low-fee financial products and services in Brazil, announced today, following the press release issued on November 27, 2020, that it has entered into two agreements as the consenting party in connection with the spin-off by Itaú Unibanco Holding S.A. of its investment in XP through the corporate reorganization announced by Itaú Unibanco Holding S.A. on December 31, 2020 (the “Corporate Reorganization”). The first agreement (the “IU Conglomerate Agreement”) was entered into with Itaú Unibanco Holding S.A., Itaú Unibanco S.A. and ITB Holding Brasil Participações Ltda. (collectively, the “IU Conglomerate”), XP Controle Participações S.A. (“XPC”) and General Atlantic (XP) Bermuda, LP (“GA”). The second agreement (the “IUPAR Block Agreement,” and together with the IU Conglomerate Agreement, the “Itaú Agreements”) was entered into with Itaúsa S.A., IUPAR Itaú Unibanco Participações S.A. (collectively, the “IUPAR Block”), XPC and GA. The Itaú Agreements establish certain steps to be taken as a result of the corporate reorganization approved and announced by Itaúsa S.A. on January 31, 2021 (the “Corporate Reorganization”), the implementation of which is subject only to the Federal Reserve Board’s (FED) approval.

Pursuant to the IU Conglomerate Agreement, certain changes to the XP Shareholders' Agreement have been agreed, including, among others: (i) the possibility of partial private sales of XP shares by the IU Conglomerate, subject to certain conditions; (ii) end of the lock-up provision for a sale by XPC of XP shares resulting in a change of control of XP; (iii) changes to the tag along provision, which will be limited solely to a sale of XP shares resulting in a change of control of XP; (iv) elimination of all the veto rights of the IU Conglomerate; (v) elimination of the right of the IU Conglomerate to appoint members to the XP Board of Directors and to any XP committee, as well as the elimination of its right to appoint the XP internal auditor; (vi) elimination of the IU Conglomerate's right to receive certain XP information. In addition, the XP Shareholders' Agreement will expire on October 30, 2026. The foregoing changes will become effective upon implementation of the Corporate Reorganization.