XP INC. ANNOUNCES TENDER RESULTS AND EXPIRATION TIME OF CASH TENDER OFFER FOR ANY AND ALL OF THE OUTSTANDING U.S.$736,435,000 AGGREGATE PRINCIPAL AMOUNT OF 3.250% SENIOR UNSECURED NOTES DUE 2026 (CUSIP NOS. 98379X AA2/G98239 AA7)

ANNOUNCEMENT TO THE MARKET

SÃO PAULO, June 27, 2024 /PRNewswire/ -- XP Inc. ("XP" or "we") (Nasdaq: XP) , a leading, technology-driven platform and a trusted provider of low-fee financial products and services in Brazil, announced today the tender results and expiration time of its offer to purchase for cash any and all of its outstanding 3.250% Senior Unsecured Notes Due 2026 (the "Notes"), for a purchase price set forth in the table below (the "Tender Offer"). The Tender Offer is being made upon the terms and subject to the conditions (including the Financing Condition (as defined in the Offer to Purchase)) set forth in the offer to purchase dated June 20, 2024 (the "Offer to Purchase") and the related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents").

As previously announced, the expiration time for the Tender Offer was 5:00 p.m., New York City time, on June 26, 2024 (such date and time, the "Expiration Time"). As of the Expiration Time, U.S.$303,673,000 in aggregate principal amount of the Notes outstanding had been validly tendered and not withdrawn pursuant to the Tender Offer. Settlement of the Tender Offer is expected to occur on or about July 2, 2024 (the "Settlement Date").

The table below summarizes certain information relating to the Tender Offer:

Upon the terms and subject to the conditions of the Tender Offer set forth in the Offer Documents, all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time have been accepted for purchase and will be paid in full by XP on the Settlement Date and all Holders who validly tendered and did not validly withdraw their Notes at any time at or prior to the Expiration Time will receive the Purchase Price (as defined in the Offer to Purchase) plus Accrued Interest.

Additionally, we will pay additional amounts such that the Purchase Price and the Accrued Interest received by Holders after withholding tax, if any, will be equal to the amount that would have been due had there been no withholding tax, subject to the same exceptions as are included in the indenture.

Concurrently with the commencement of the Tender Offer, we announced an offering (the "Financing Transaction") of new notes (the "New Notes") to be issued by XP in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended. 

We expect to use part of the net proceeds from the Financing Transaction to pay the Purchase Price and Accrued Interest on the Notes validly tendered and accepted by us in the Tender Offer. XP's obligation to purchase Notes in the Tender Offer is subject to and conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the condition that we shall have successfully consummated the Financing Transaction and shall have received net cash proceeds from the Financing Transaction in an amount sufficient (as determined by XP in its sole and absolute discretion) to fund the Purchase Price with respect to the Notes validly tendered at or prior to the Expiration Date, plus Accrued Interest, as well as any related fees and expenses relating to the Tender Offer and the Financing Transaction. No assurance can be given that the Financing Transaction will be completed successfully. This announcement and the information contained in this announcement regarding the New Notes do not constitute an offer to sell or a solicitation of an offer to buy any New Notes. XP reserves the right, in XP's sole discretion, to amend or terminate the Tender Offer at any time.

Neither the Offer Documents nor any related documents have been filed with, approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The information and tender agent for the Tender Offer is D.F. King & Co., Inc. To contact the information and tender agent, banks and brokers may call +1 (212) 269-5550, and others may call U.S. toll-free: +1 (814-2879 or email [email protected].

Copies of each of the Offer Documents are available at the following web address: www.dfking.com/xp.

Any questions or requests for assistance or for additional copies of this notice may be directed to the dealer managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

The dealer managers for the Tender Offer are:

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms of the Offer Documents, and the information in this notice is qualified by reference to the Offer Documents. None of XP, the dealer managers or the information and tender agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offer.

SOURCE XP Inc.