XP Inc. (XP)
NASDAQ: XP · Real-Time Price · USD
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Apr 28, 2026, 4:00 PM EDT - Market closed
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AGM 2022

Oct 18, 2022

Operator

Hello and welcome to the 2022 XP Inc Annual Meeting of Shareholders. Please note that this meeting is being recorded. Questions may be submitted via the message icon at the top left of your screen, typing your message, then clicking the send icon to the right of the message box. It is now my pleasure to turn the meeting over to Fabrício Cunha de Almeida. Fabrício, the floor is yours.

Fabrício Cunha de Almeida
General Counsel and Director, XP Inc

Good morning and welcome to XP Inc's Annual General Meeting. The meeting will now come to order. I am Fabrício Cunha de Almeida, a director of the company. I thank you all for coming here today. As the only director of the company present and willing to act, I will act as chairman of the meeting and Flavia Renaux will serve as secretary. We welcome your questions. If you are attending virtually and wish to submit a question during the meeting, please click on the messaging icon at the top of the left side of your screen. Type your question into the text box, then click the send icon at the right of that text box. Please note that in the interest of all shareholders, we will only address those questions that are pertinent to the business of the meeting.

I ask the secretary to give the update on the qualification of this meeting to proceed.

Flavia Renaux
Secretary, XP Inc

This meeting is held pursuant to a written notice sent to all shareholders of record as of the close of business on 19 September, 2022. The notice was accompanied by the form of proxy and referred to copies of the following documents being available on the company's website, each of which are available and presented here at the meeting. Financial statements, second amendment, and restated memorandum and articles of association.

Fabrício Cunha de Almeida
General Counsel and Director, XP Inc

Flavia, do you have a quorum?

Flavia Renaux
Secretary, XP Inc

Yes. As set out in the amended and restated articles of association of the company, one or more shareholders holding not less than 50% 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 and all legal requirements for holding this meeting have been satisfied.

Fabrício Cunha de Almeida
General Counsel and Director, XP Inc

Thank you. The meeting is lawfully convened and ready to transact the business. You have received a copy of the meeting notice, which is also the agenda of this meeting, which includes the matter to be submitted to a vote of the shareholders. To access and view these uploaded documents, please click on the documents icon at the top of the left side of your screen, then click on the document name to view. At this time, the polls are now open. If you have already voted your shares and do not wish to change your vote, no action is required at this time. If you have not yet voted or would like to change your vote, you may do so by clicking the proxy voting site link on the left side of your screen. We will now proceed to the matters to be voted on.

The first item of business is a proposal to approve and ratify the company's financial statements and the auditor's report for the fiscal year ended December 31st, 2021 in the form presented at the AGM. Is there any discussion concerning the first proposal? Okay, no discussion. The second item of business is a proposal to appoint Ms. Cristiana Pereira as a director of the company to serve in accordance with the amended and restated memorandum and articles of association of the company. Is there any discussion concerning the second proposal? Okay.

The third item of business is a proposal that a sufficient number of Class A common shares be redesignated as Class B common shares to reset the authorized share capital of the company as $35,000 divided into 3 billion and 500 million shares of a nominal or par value of 0.00001, each which, at the date on which this memorandum becomes effective, comprise 2 billion Class A common shares, 1 billion Class B common shares, and 500 million shares of such class or classes, and having the rights as the board may determine from time to time in accordance with Article 4 of the articles of association of the company by the re-designating of a sufficient number of authorized but unissued Class A common shares as Class B common shares to achieve such authorized share capital.

Is there any discussion concerning the third proposal? Okay, let's proceed. The fourth item of business is a proposal that the memorandum and articles of association of the company currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of a second amended and restated memorandum and articles of association annexed to the notice of the AGM. Is there any discussion concerning the fourth proposal? Okay. I hereby declare the polls closed. The secretary will now tabulate the votes and report the preliminary results before the close of the meeting. The floor is open for questions and answers in accordance with the amended and restated articles of association of the company. I have determined that shareholders or their proxies will be allowed a maximum of 3 minutes to address the meeting and ask questions.

If you would like to address the meeting, please identify yourself and tell us whether you are a shareholder or appearing by proxy, and the number of shares of the company that you represent. Are there any questions or other matters that any of the shareholders would like to present? Okay. If there are no further questions or comments, I have been advised by the secretary that the tallies are now available, and I will ask the secretary to read them.

Flavia Renaux
Secretary, XP Inc

On the proposal to approve and ratify the company's financial statement and the auditor's report for the fiscal year ended December 31st, 2021, the proposal has received a simple majority of the votes cast from the holders of shares present in person or represented by proxy and entitled to vote on the proposal. On the proposal to appoint Ms. Cristiana Pereira as a director of the company, the proposal has received a simple majority of the votes cast from the holders of shares present in person or represented by proxy and entitled to vote on the proposal.

On the proposal that a sufficient number of Class A common shares be redesignated as Class B common shares to reset the authorized share capital of the company, the proposal has received a simple majority of the votes cast from the holders of shares present in person or represented by proxy and entitled to vote on the proposal. On the proposal the memorandum and articles of association of the company currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the second amended and restated memorandum and articles of association, the proposal has received a majority of not less than 2/3 of the votes cast from the holders of shares present in person or represented by proxy and entitled to vote on the proposal.

Mr. Chairman, the final results of the shareholder vote reflecting all proxies received by mail through the close of this meeting and any votes cast in person during this meeting with respect to the proposals will be included in the minutes of this meeting and will be published in a Form 8-K after the final results are known and will be available upon request.

Fabrício Cunha de Almeida
General Counsel and Director, XP Inc

Thank you, Flavia. This meeting is now concluded. I want to thank you for attending today's meeting and for the support you have shown for XP Inc.

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