UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
XP Inc.
(Name of Issuer)
Class A Common Shares, par value $0.00001 per share
(Title of Class of Securities)
G98239 109
(CUSIP Number)
With a copy to:
Roberta B. Cherman
Shearman & Sterling LLP
Avenida Brigadeiro Faria Lima, 3400
04538-132 São Paulo, Brazil
Telephone: +55 11 3702 2245
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July 18, 2023
(Date of Event Which Requires Filing of this
Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. G98239 109
1
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NAME OF REPORTING PERSON
Itaúsa S.A. |
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a)
o
(b)
x |
3
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SEC USE ONLY
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4 |
SOURCE OF FUNDS (See instructions)
Not Applicable. |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
o |
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7
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SOLE VOTING POWER
17,870,985 |
8
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SHARED VOTING POWER
— |
9
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SOLE DISPOSITIVE POWER
17,870,985 |
10
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SHARED DISPOSITIVE POWER
— |
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,870,985 |
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See instructions)
o |
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1% (1)(2) |
14
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TYPE OF REPORTING PERSON (See instructions)
HC |
CUSIP
No. G98239 109
| (1) | Represents the quotient obtained by dividing (a) the number of Class A common shares beneficially
owned by the Reporting Person as set forth in Row 9 by (b) 435,276,702 Class A common shares outstanding as reported by the Issuer.
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| (2) | Each Class A common share is entitled to one vote. |
This
Amendment No. 8 (this “Amendment No. 8”) amends and supplements the statement on Schedule 13D filed by Itaúsa
S.A., a holding company organized under the laws of Brazil (“Itaúsa” or the “Reporting Person”),
and IUPAR – Itaú Unibanco Participações S.A., a holding company organized under the laws of Brazil (“IUPAR”),
on October 13, 2021, as amended by Amendment No. 1 filed by Itaúsa and IUPAR on December 9, 2021, as amended by Amendment
No. 2 filed by Itaúsa on December 16, 2021, as amended by Amendment No. 3 filed by Itaúsa on March 24, 2022, as amended
by Amendment No. 4 filed by Itaúsa on July 7, 2022, as amended by Amendment No. 5 filed by Itaúsa on October 5, 2022, as
amended by Amendment No. 6 filed by Itaúsa on November 17, 2022, and as amended by Amendment No. 7 filed by Itaúsa on June
8, 2023 (as amended, the “Schedule 13D”), relating to the beneficial ownership of shares of common stock, par value
$0.00001 per share, of XP Inc., a Cayman Islands exempted company incorporated with limited liability on August 29, 2019 (the “Issuer”).
This Amendment
No. 8 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On
July 18, 2023, Itaúsa sold 5,600,000 Class A common shares of the Issuer’s common stock, par value $0.00001 per share, at
a price of US$23,705 per share pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Rule 144 Sale”).
As a consequence, Itaúsa’s beneficial ownership decreased to 17,870,985 Class A common shares, representing 4.1% of the outstanding
Class A common shares of the Issuer’s capital stock.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are hereby
amended to add the following:
(a)-(c)
The information set forth in Item 4 of this Amendment No. 8 is incorporated herein by reference.
(b) The shareholders’ agreement
of the Issuer executed originally on November 29, 2019, as amended (the “Shareholders’ Agreement”), between XP
Control LLC, General Atlantic (XP) Bermuda, LP (“GA”), Itaúsa, São Carlos Investimentos Ltd. (“São
Carlos”), São Marcos Investimentos Ltd. (“São Marcos” and, together with Itaúsa and
São Carlos, the “Iupar Group”), ITB Holding Ltd. (“ITB”) and Itaú Unibanco Holding
S.A. (“Itaú Holding” and, together with ITB, “Itaú”), and certain intervening consenting
parties, which was originally expected to continue until October, 2026, was terminated on July 6, 2023, with effect beginning on July
10, 2023. Therefore, the Reporting Person is no longer party to the Shareholders’ Agreement. Attached as Annex A hereto is the English
language translation of the Termination of the Shareholder’s Agreement entered into on July 6, 2023, among the parties of the Shareholders’
Agreement. As a result of this termination, among other things: (i) Iupar Group will no longer have the right to nominate members to the
Issuer’s board of directors, but together with Itaú, they will still be required to adhere to the registration rights when
selling their shares in the market, (ii) GA will maintain its right to nominate one board member as long as it maintains a minimum of
2% ownership in the Issuer, (iii) the Issuer’s board of directors will be reduced from 11 members to 9 members, and
(iv) all of the rights
and obligations of the parties of the Shareholders’ Agreement will be terminated, provided that clause 8.3 thereof (Confidentiality)
shall remain in force for a period of five (5) years, and clauses 1.2 (Rules of Interpretation), 11.1 (Applicable Law), 11.2 (Arbitration),
12.1 (Registration and Recordation), 12.6 (Independence), 12.7 (Amendments), 12.8 (Waiver), 12.9 (Expenses), 12.10 (Taxes), 12.11 (Notices),
12.13 (Consenting Parties), 12.14 (Specific Performance), 12.15 (Language) and 12.6 (Electronic Signature) of the Shareholders’
Agreement shall remain in full force and effect.
(d) On July 18, 2023, Itaúsa
ceased to be the beneficial owner of more than five percent of the Class A common shares of the Issuer.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
The information set forth in Item 4 of this
Amendment No. 8 is incorporated herein by reference.
In
connection with the Rule 144 Sale, Itaúsa undertook with J.P. Morgan Securities LLC, the broker-dealer that executed the Rule 144
Sale, not to sell on a transaction pursuant to Rule 144 any of its remaining Class A common shares of the Issuer for a period of thirty
(30) days from the date of the Rule 144 Sale.
SIGNATURE
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: July 20, 2023
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ITAÚSA S.A. |
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By: |
/s/ Maria Fernanda Ribas Caramuru
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Name: Maria Fernanda Ribas Caramuru |
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Title: Managing Officer |
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By: |
/s/ Priscila Grecco Toledo
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Name: Priscila Grecco Toledo |
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Title: Managing Officer |
ANNEX A
Unofficial English language free translation of
the Portuguese language original
TERMINATION OF THE SHAREHOLDERS’ AGREEMENT OF
XP INC.
By this private instrument, the Parties:
XP CONTROL LLC, a company incorporated
and existing in accordance with the laws of the Cayman Islands, with headquarters in PO Box 309, Ugland House, Grand Cayman, KY1-1104,
Cayman Islands (“XP Control”);
GENERAL ATLANTIC (XP) BERMUDA,
LP, a partnership incorporated under the laws of the Bermuda Islands, based at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
Islands (“GA”);
SÃO CARLOS INVESTIMENTOS
LTD., a company incorporated and existing in accordance with the laws of the Cayman Islands, with registered office in the R&H
Trust Co. Ltd., Windward 1, Regatta Office Park, Grand Cayman, KY1-1103, Cayman Islands (“São Carlos”);
SÃO MARCOS INVESTIMENTOS
LTD., a company incorporated and existing in accordance with the laws of the Cayman Islands, with registered office in the R&H
Trust Co. Ltd., Windward 1, Regatta Office Park, Grand Cayman, KY1-1103, Cayman Islands (“São Marcos” and together
with São Carlos, “FMS Vehicles”);
ITAÚSA S.A., a corporation
with headquarters in the City and State of São Paulo, in Paulista Avenue, No. 1938, 5th floor, Bela Vista, Zip Code 01310-200,
enrolled with the National Register of Corporate Taxpayers of the Finance Ministry (CNPJ/MF)
under No. 61.532.644/0001- 15, herein as represented in accordance with its by-laws (“Itaúsa” and, when together
with FMS Vehicles, the “Iupar Block”);
ITB HOLDING LTD., a company
incorporated and existing in accordance with the laws of the Cayman Islands, registered office on 103 South Church Street, Cainvest Bank
and Trust Limited - P.O. BOX 1353, Harbor Place, 5th Floor, George Town, Grand Cayman, KY1-1108, Cayman Islands ("ITB”);
ITAÚ UNIBANCO HOLDING
S.A., a financial institution with headquarters in Alfredo Egydio de Souza Aranha Square, 100, Torre Olavo Setubal, São Paulo
City, São Paulo State, enrolled with the CNPJ/ME under No. 60.872.504/0001-23, herein as represented in accordance with its by-laws
(“IUH” and when together with ITB, “Itaú”), acting by itself or its own Affiliates;
XP Control, GA, Iupar Block, and Itaú, hereinafter
collectively referred to as “Shareholders” or “Parties” and individually as “Shareholder”
or “Party”.
And, as “Intervening Parties”:
XP INC., a corporation
listed in the Nasdaq Stock Market with headquarters in PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, in this act as
represented in accordance with its bylaws (“Company”);
XP INVESTIMENTOS S.A., a company
with headquarters in the City and State of Rio de Janeiro, at Av. Ataulfo de Paiva, No. 153, room 201 (part), Leblon, Zip Code 22440-032,
enrolled with the CNPJ/ME under No. 16.838.421/0001-26, herein as represented in accordance with its by-laws (“XP Investimentos”);
XP CONTROLE 3 PARTICIPAÇÕES
S.A., company with head office in the City and State of Rio de Janeiro, at Av. Ataulfo de Paiva, no. 153, room 201 (part), Leblon,
Zip Code 22440-032, enrolled with the CNPJ/ME under No. 15.787.622/0001-89, herein as represented in accordance with its by-laws (“XP
Controle 3”);
XP INVESTIMENTOS CORRETORA
DE CÂMBIO, TÍTULOS E VALORES MOBILIÁRIOS S.A., a company with headquarters in the City and State of Rio de Janeiro,
in Av. Ataulfo de Paiva, no. 153, room 201 (part), Leblon, Zip Code 22440-032, enrolled with the CNPJ/ME under No. 02.332.886/0001-04,
herein as represented in accordance with its by-laws (“XP CCTVM”);
BANCO XP S.A., a company
with headquarters in the City and State of Rio de Janeiro, at Av. Ataulfo de Paiva, no. 153, room 201 (part), Leblon, Zip Code 22440-032,
enrolled with the CNPJ/ME under No. 33.264.668/0001-03, herein as represented in accordance with its by-laws (“Banco XP”);
ANTECIPA S.A., a company with
headquarters in the City of Salvador, State of Bahia, in Alameda Salvador, 1057, Edif. Salvador Shopping Business, Torre América,
room 911 and 912, Caminho das Árvores, Zip Code 41.820-790, enrolled with the CNPJ/ME under No. 25.215.901/0001-21, herein as represented
in accordance with its by-laws (“Antecipa”);
CARTEIRA ONLINE CONTROLE DE
INVESTIMENTOS LTDA., a company based in City and State of Sao Paulo, in Rua Funchal,
No. 19, 3rd floor, Vila Olimpia, Zip Code 04551-060, enrolled with the CNPJ/ME under No. 29.069.487/0001-40, herein as represented in
accordance with its articles of association (“Carteira Online”);
XP CONTROLE 4 PARTICIPAÇÕES
S.A., a company with headquarters in the City and State of Rio de Janeiro, Av. Ataulfo de Paiva, No. 153, room 201 (part), Leblon,
Zip Code 22440-032, enrolled with the CNPJ/ME under No. 25.176.854/0001-54, herein as represented in accordance with its by-laws (“XP
Controle 4”);
XP VIDA E PREVIDÊNCIA S.A.,
a company with headquarters in the City and State of São Paulo, at Av. Presidente Juscelino Kubitschek, No. 1.909, Torre Sul, 27
floor, Zip Code 04543- 907, enrolled with the CNPJ/ME under No. 29.408.732/0001-05, herein as represented in accordance with its by-laws
(“XP Previdência”);
XP FINANÇAS ASSESSORIA
FINANCEIRA LTDA., a limited liability company based in the City and State of Sao Paulo, at Av. Presidente Juscelino Kubitschek, No.
1.909, Torre Sul, 30th floor, Zip Code 04453-907, enrolled with the CNPJ/ME under No. 11.077.338/0001-68, herein as represented in accordance
with its articles of association (“XP Finanças”);
XP CORRETORA DE SEGUROS LTDA.,
a limited liability company based in the City and State of Sao Paulo, at Av. Presidente Juscelino Kubitschek, No. 1.909, Torre Sul, 26th
floor, Zip Code 04453-907, enrolled with the CNPJ/ME under No. 10.558.797/0001-09, herein as represented in accordance with its articles
of association (“XP Seguros”);
DM10 CORRETORA DE SEGUROS E ASSESSORIA
LTDA., a limited company based in the City and State of Sao Paulo, at Av. Presidente Juscelino Kubitschek, No. 1.909, Torre Sul, 26th
floor (part), Zip Code 04453-907, enrolled with the CNPJ/ME under No. 09.121.755/0001- 19, herein as represented in accordance with its
articles of association (“DM10”);
XP ADVISORY GESTÃO DE
RECURSOS LTDA., a limited liability company based in the City and State of Sao Paulo, at Av. Presidente Juscelino Kubitschek, No.
1.909, Torre Sul, 25 floor, Zip Code 04453-907, enrolled with the CNPJ/ME under No. 15.289.957/0001-77, herein as represented in accordance
with its articles of association (“XP Advisory”);
XP VISTA ASSET MANAGEMENT LTDA.,
a limited liability company based in the city of Sao Paulo, State of Sao Paulo, at Av. Presidente Juscelino Kubitschek, number 1.909,
Torre Sul, 30th floor, Zip Code 04453-907, enrolled with the CNPJ/ME under No. 16.789.525/0001-98, herein as represented in accordance
with its articles of association (“XP Vista”);
XP GESTÃO DE RECURSOS
LTDA., a limited liability company with headquarters at Av. Presidente Juscelino Kubitschek, No. 1.909, Torre Sul, 30th floor (part),
Zip Code 04453-907, enrolled with the CNPJ/ME under No. 07.625.200/0001-89, herein as represented in accordance with its articles of association
(“XP Gestão”);
XP ALLOCATION ASSET MANAGEMENT
LTDA., a limited liability company with headquarters at Av. Presidente Juscelino Kubitschek, No. 1.909, Torre Sul, 30th floor (part),
Zip Code 04453-907, enrolled with the CNPJ/ME under No. 37.918.829/0001-88, herein as represented in accordance with its articles of association
(“XP Allocation”);
XP LT GESTÃO DE RECURSOS
LTDA., a limited liability company with headquarters at Av. Presidente Juscelino Kubitschek, no. 1.909, Torre Sul, 25th floor (part),
Zip Code 04453-907, enrolled with the CNPJ/ME under No. 36.584.914/0001-94, herein as represented in accordance with its articles of association
(“XP LT”);
XP PE GESTÃO DE RECURSOS
LTDA., a limited liability company with headquarters at Av. Presidente Juscelino Kubitschek, No. 1.909, Torre Sul, 30th floor (part),
Zip Code 04453-907, enrolled with the CNPJ/ME under No. 36.445.381/0001-60, herein as represented in accordance with its articles of association
(“XP PE”);
XP EVENTOS LTDA., a limited
liability company based in Av. Presidente Juscelino Kubitschek, No. 1.909, Torre Sul, 26th floor (part), Zip Code 04453-907, enrolled
with the CNPJ/ME under No. 35.634.629/0001- 78, herein as represented in accordance with its articles of association (“XP Eventos”);
INFOSTOCKS INFORMAÇÕES
E SISTEMAS LTDA., a limited liability company based in Av. Presidente Juscelino Kubitschek, number 1.909, Torre Sul, 28th
floor (part), Zip Code 04453-907, enrolled with the CNPJ/ME under No. 03.082.929/0001-03, herein as represented in accordance with its
articles of association (“Infostocks”);
XPE INFOMONEY EDUCAÇÃO
ASSESSORIA EMPRESARIAL E PARTICIPAÇÕES LTDA., a limited liability company based at Av. Presidente Juscelino Kubitschek,
No. 1.909, Torre Sul, 26th floor, Zip Code 04453-907, enrolled with the CNPJ/ME under No. 05.745.283/0001-14, herein as represented in
accordance with its articles of association (“XPE Infomoney”);
TECFINANCE INFORMÁTICA E
PROJETOS DE SISTEMAS LTDA., a limited liability company headquartered at Av. Presidente Juscelino Kubitschek, No. 1.909, Torre Sul,
26th floor (part), Zip Code 04453-907, enrolled with the CNPJ/ME under No. 11.429.614/0001-00, herein as represented in accordance with
its articles of association (“Tecfinance”);
XP COMERCIALIZADORA DE ENERGIA
LTDA., a limited liability company, enrolled with the CNPJ/ME under No. 34.475.373/0001-30, with headquarters in the City and State
of Sao Paulo, at Av. Presidente Juscelino Kubitschek, No. 1.909, Torre Sul, 29th floor, Zip Code 04543-907 (“XP Comercializadora”);
INSTITUTO DE GESTÃO E TECNOLOGIA
DA INFORMAÇÃO LTDA., a limited liability company with its registered office
in Belo Horizonte (MG), in Rua Roma, 561, rooms 209 and 210, Santa Lucia, Zip Code 30.360-680, enrolled with the CNPJ/ME under No. 08.028.776/0001-21,
herein as represented in accordance with its articles of association (“IGTI”);
XP ATIVOS DIGITAIS INTERMEDIAÇÕES
S.A., a company with headquarters in the City and State of Rio de Janeiro, Av. Ataulfo de Paiva, No. 153, room 201 (part), Leblon,
Zip Code 22440- 032, enrolled with the CNPJ/ME under No. 45.602.487/0001-10, herein as represented in accordance with its by-laws (“XP
Digital”);
BTR ADMINISTRAÇÃO E CORRETAGEM
DE SEGUROS S.A., a company with headquarters in the City and State of São Paulo,
Av. Presidente Juscelino Kubitschek, No. 1.909, Torre Sul, 26th floor (part), Zip Code 04453-907, enrolled with the CNPJ/ME under No.
39.941.749/0001-79, herein as represented in accordance with its by-laws (“BTR”);
XP ADMINISTRADORA DE BENEFÍCIOS
LTDA., a limited liability company, enrolled with the CNPJ/ME under No. 46.024.429/0001-10, with headquarters in the City and State
of Sao Paulo, at Av. Presidente Juscelino Kubitschek, No. 1.909, Torre Sul, 26th floor, Zip Code 04543-907 (“XP Administradora”);
XP DISTRIBUIDORA DE TÍTULOS
E VALORES MOBILIÁRIOS LTDA., a limited liability company, enrolled with the CNPJ/ME under No. 44.475.245/0001-40, with headquarters
in the City and State of Rio de Janeiro, in Av. Ataulfo de Paiva, n° 153, 5th floor (part), Leblon, Zip Code 22440-032 (“XP
DTVM”);
XTAGE INTERMEDIAÇÃO
S.A., enrolled with the CNPJ/ME under No. 41.460.365/0001- 86, with headquarters in the City and State of Rio de Janeiro, in Av. Ataulfo
de Paiva, No. 153, room 201 (part), Leblon, Zip Code 22440-032 (“XChange” and, together with XP Investimentos, XP Controle
3, XP CCTVM, Banco XP, XP Controle 4, XP Previdência, XP Finanças, XP Seguros, XP Advisory, XP Vista, XP Gestão, Infostocks,
XPE Infomoney, Antecipa, Carteira Online, DM10, XP Allocation, XP LT, XP PE, XP Eventos, XP Digital, IGTI, Tecfinance, XP Comercializadora,
BTR, XP Administradora and XP DTVM “Controlled Companies”); and
GUILHERME DIAS FERNANDES
BENCHIMOL, Brazilian, single, economist, bearer of identification card No. 010.398.628-7, issued by IPF/RJ, enrolled
with the Individual Taxpayer Register (CPF/MF) under No. 0955.998.037-48, resident and domiciled in the City and State of Sao Paulo,
Jacarezinho Street, No. 241, Jardim Europa, Zip Code 01456-020, email address guilherme.benchimol@xpi.com.br (“GB”).
WHEREAS:
| (i) |
In order to regulate and organize its relations as direct shareholders of the Company and indirect
shareholders of the Controlled Companies, the then shareholders of the Company executed, on November 29, 2019, the Company's Shareholders’
Agreement, as amended on March 24, 2020, October 1, 2021 and April 22, 2022 (the “Agreement”); and |
| (ii) | The Shareholders and the Intervening Parties desire to terminate the Agreement; |
NOW, THEREFORE, decide to enter into this Termination
of the Shareholders’ Agreement of XP Inc. (the “Termination”), which shall be governed by the following terms
and conditions:
| 1. |
Termination. The Parties and the Intervening Parties agree to terminate the Agreement,
with effect from the Effective Date, so that the Shareholders and their Affiliates shall have no right or obligation under the Agreement,
as provided for in Clause 7 (Survival and General provisions) below. With effect from the Effective Date, the Parties and the Intervening
Parties (and their respective Affiliates) shall grant to each other and their Affiliates the most complete, general, irrevocable and irreversible
discharge in respect of any rights or obligations related to the Agreement, not being allowed to complain with each other, at any title
or time. |
1.1.
No Shareholder (or its Affiliates) and no share of ownership of the Shareholders (or their Affiliates),
including those that would be issued in the future (by the Company or its successors), in any and all manner, shall be subject to the
Agreement from the Effective Date.
1.2.
After the Effective Date, the Company and the Controlled Companies will make all records, archives,
notes, endorsements or communications necessary to perfect this Termination. The Parties and the Intervening Parties have agreed in good
faith to sign any documents and to carry out any acts necessary for the full achievement of the effects of this Termination.
| 2. |
Company’s Board of Directors. The members of the Board of Directors and Committees
of the Company nominated by the Iupar Block presented to the Company, on this date, their resignation. The resignation submitted by Mr
Geraldo Carbone will take effect from the Effective Date and the resignation submitted by Mr Guy Andrade will have effect upon election
of a substitute, in compliance with regulatory requirements. |
2.1.
Notwithstanding this Termination, XP Control will ensure that GA, in a personal way, remains
entitled to indicate 1 (one) member of the Company's Board of Directors, as long as it maintains a minimum of 2% (two percent) ownership.
| 3. | Effective date. This Termination will take effect from July 10, 2023 (the “Effective
Date”). |
| 4. | Registration Rights Agreement. This Termination does not alter
any rights or obligations of the parties to the Registration Rights Agreement, which remains in force under the terms and conditions set
forth therein. |
| 5. |
Conversion of Class B Shares. Itaú shall have the right, at any time and in its
sole discretion, to request the conversion of any number of its Class B shares into Class A shares, in the proportion of 1 (one) to 1
(one), in accordance with the applicable mechanisms established in the Company’s articles of association. The Shareholders, in this
act, agree to take all necessary measures and to cooperate, in good faith, in the implementation of such conversion when requested by
Itaú. |
5.1.
Notwithstanding the above, the Class B shares owned by Itaú shall be converted into Class
A shares, in the proportion of 1(one) to 1 (one), in accordance with the applicable mechanisms established in the Company’s articles
of association, prior to any desired transfer of Class B shares in Stock Exchange.
| 6. |
Definitions. Capitalized terms that have not been expressly defined in this Termination
shall have the meanings assigned to them in the Agreement. |
| 7. |
Survival and General Provisions. Clause 8.3 (Confidentiality) of the Agreement
shall remain in force for a period of five (5) years from the date hereof. Clause 3.4.1. (Prior Notification) and (Cooperation)
shall remain in force for the Period of Validity in respect of Itaú, the Company and XP Control. Clauses 1.2 (Rules of Interpretation),
11.1 (Applicable Law), 11.2 (Arbitration), 12.1 (Registration and Recordation), 12.6 (Independence), 12.7
(Amendments), 12.8 (Waiver), 12.9 (Expenses), 12.10 (Taxes), 12.11 (Notices), 12.13 (Consenting
Parties), 12.14 (Specific Performance), 12.15 (Language) and 12.6 (Electronic Signature) will apply to this Termination
mutatis mutandis, and will remain in full force, and the Parties thereto shall remain bound by their respective rights and obligations
therein. |
In witness hereof, the
Parties have executed this Termination electronically, with 2 (two) witnesses as indicated below.
São Paulo, July 6, 2023.
[Signatures pages follow. Remainder
of the page intentionally left blank.]
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/s/ Fabrício Almeida
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/s/ Gordon Crues
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/s/ Bruno Constantino
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GENERAL ATLANTIC
(XP) |
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XP CONTROL LLC |
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BERMUDA, LP |
By: Fabrício Almeida and Bruno Constantino
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By: Gordon Cruess |
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/s/ Alfredo Egydio Setubal
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/s/ Renato da Silva Carvalho
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/s/ Priscila Grecco Toledo
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/s/ Alvaro Felipe Rizzi Rodrigues
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ITAÚSA
S.A. |
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ITAÚ UNIBANCO
HOLDING S.A. |
By: Alfredo Egydio Setubal and Priscila
Grecco Toledo |
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By: Renato Da Silva Carvalho and Alvaro Felipe
Rizzi Rodrigues |
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/s/ Renato da Silva Carvalho
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/s/ Luciana Barbosa de Oliveira Garrone
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/s/ Alvaro Felipe Rizzi Rodrigues
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/s/ Alfredo Althen Schiavo
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ITB HOLDING LTD. |
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SÃO CARLOS
INVESTIMENTOS LTD. |
By: Renato
Da Silva Carvalho and Alvaro Felipe Rizzi Rodrigues
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By: Luciana
Barosa de Oliveira Garrone and Alfredo Althen Schiavo |
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/s/ Luciana Barosa de Oliveira Garrone
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/s/ Alfredo Althen Schiavo
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SÃO MARCOS
INVESTIMENTOS LTD. |
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By:
Luciana Barosa de Oliveira Garrone and Alfredo Althen Schiavo |
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/s/ Fabrício Almeida
/s/ Bruno Constantino
XP
INC.
By: Fabrício
Almeida and Bruno Constantino
/s/ Fabrício Almeida
/s/ Bruno Constantino
XP INVESTIMENTOS
S.A.
XP CONTROLE 3
PARTICIPAÇÕES S.A.
XP INVESTIMENTOS
CORRETORA DE CÂMBIO TÍTULOS E VALORES MOBILIÁRIOS S.A.
BANCO XP S.A.
ANTECIPA
S.A.
CARTEIRA
ONLINE CONTROLE DE INVESTIMENTOS LTDA. XP CONTROLE 4 PARTICIPAÇÕES S.A.
XP VIDA E PREVIDÊNCIA
S.A.
XP FINANÇAS
ASSESSORIA FINANCEIRA LTDA. XP
CORRETORA DE SEGUROS LTDA.
DM10 CORRETORA
DE SEGUROS E ASSESSORIA LTDA. XP
ADVISORY GESTÃO DE RECURSOS LTDA.
XP
VISTA ASSET MANAGEMENT LTDA.
XP
GESTÃO DE RECURSOS LTDA.
XP ALLOCATION
ASSET MANAGEMENT LTDA. XP LT
GESTÃO DE RECURSOS LTDA.
XP PE GESTÃO
DE RECURSOS LTDA. XP
EVENTOS LTDA.
INFOSTOCKS INFORMAÇÕES
E SISTEMAS LTDA.
XP DISTRIBUIDORA
DE TÍTULOS E VALORES MOBILIÁRIOS LTDA. BTR
ADMINISTRAÇÃO E CORRETAGEM DE SEGUROS S.A.
XP ADMINISTRADORA
DE BENEFÍCIOS LTDA.
XPE INFOMONEY
EDUCAÇÃO ASSESSORIA EMPRESARIAL E PARTICIPAÇÕES LTDA.
TECFINANCE INFORMÁTICA
E PROJETOS DE SISTEMAS LTDA.
By: Fabrício
Almeida and Bruno Constantino
/s/ Fabrício Almeida
/s/ Bruno Constantino
XP COMERCIALIZADORA
DE ENERGIA LTDA. INSTITUTO DE
GESTÃO E TECNOLOGIA DA INFORMAÇÃO LTDA.
XP ATIVOS DIGITAIS
INTERMEDIAÇÕES S.A. XTAGE
INTERMEDIAÇÃO S.A.
By: Fabrício
Almeida and Bruno Constantino
/s/Guilherme Dias Fernandes Benchimol
GUILHERME
DIAS FERNANDES BENCHIMOL
Witnesses:
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1. /s/ Flavia Renó Stabile
Costa |
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Name: Flavia Renó Stábile
Costa |
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RG: 40.426.668-X |
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CPF/ME: 416.950.328-70 |
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2. /s/ Mariana
de Souza |
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Name: Mariana de Souza |
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RG: 29.610.448-6 |
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CPF/ME: 326.664.618-58 |
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XP (NASDAQ:XP)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
XP (NASDAQ:XP)
Gráfica de Acción Histórica
De May 2023 a May 2024