XP : 2021 Mem & Arts

THE COMPANIES ACT (AS REVISED)

EXEMPTED COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

XP Inc.

(adopted by Special Resolution passed on 1 October 2021)

1. The name of the Company is XP Inc.
2. The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.
3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted.
4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Act.
5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.
6. The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
7. The liability of each Shareholder is limited to the amount from time to time unpaid on such Shareholder's shares.
8. The share capital of the Company is US$35,000 divided into 14,000,000,000 shares of a nominal or par value of US$0.00001 each which, at the date on which this Memorandum becomes effective, comprise (i) 8,000,000,000 Class A Common Shares; (ii) 4,000,000,000 Class B Common Shares (which Class B Common Shares may be converted into Class A Common Shares in the manner contemplated in the Articles of Association of the Company); and (iii) 2,000,000,000 shares of such class or classes (howsoever designated) 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, provided, however, that any action taken by the Board in contravention of the terms of the Shareholders Agreement shall be void ab initio.
9. The Company may exercise the power contained in the Law to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

1. The Shareholders acknowledge that the Shareholders Agreement, on the date of adoption of this Memorandum of Association;
2. 1. is governed by and construed in accordance with Brazilian law and that any and all disputes arising out of or related to the Shareholders Agreement shall be settled by arbitration in the manner set forth in the Shareholders Agreement; and
   2. provides that, in the event of any conflict or disagreement between the provisions of the Shareholders Agreement and this Memorandum of Association or the Articles of Association, the provisions of the Shareholders Agreement shall prevail as between the Shareholders that are party to the Shareholders Agreement and that those Shareholders undertake to take all actions available to them, including voting to amend any conflicting provisions in this Memorandum of Association or the Articles of Association, as the case may be, to ensure that this is the case.
3. Capitalised terms that are not defined in this Memorandum of Association bear the meaning given in the Articles of Association of the Company.

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THE COMPANIES ACT (AS REVISED)

EXEMPTED COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

XP Inc.

(adopted by Special Resolution passed on 1 October 2021)

1 Preliminary

1. The regulations contained in Table A in the First Schedule of the Law shall not apply to the Company and the following regulations shall be the Articles of Association of the Company.
2. In these Articles:
3. 1. the following terms shall have the meanings set opposite if not inconsistent with the subject or context:

"Allotment"shares are taken to be allotted when a person acquires the unconditional right to be included in the Register of Shareholders in respect of those shares;

"Affiliate"	in respect of a Person, means any other Person that, directly or
	indirectly, through one or more intermediaries, controls, is
	controlled by, or is under common control with, such Person,
	and shall include a partnership, a corporation or any natural
	person or entity which directly, or indirectly through one or more
	intermediaries, controls, is controlled by, or is under common
	control with, such entity;
"Articles"	these articles of association of the Company as from time to
	time amended by Special Resolution provided, however, that
	any amendment in contravention of the terms of the
	Shareholders Agreement shall be void ab initio;
"Audit Committee"	the audit committee of the Company formed by the Board
	pursuant to Article 24 hereof, or any successor of the audit
	committee;
"Board" or "Board	of the board of directors of the Company;
Directors"

"Board of Officers"	the board of officers comprising three (3) to ten (10) members,
	one (1) being the chief executive officer, one (1) being the chief
	financial officer, and the other officers having such designation
	as the Board of Directors may determine, elected and removed
	at any time by the Board of Directors;
"Business Combination"	a statutory amalgamation, merger, consolidation, arrangement
	or other reorganization requiring the approval of the members
	of one or more of the participating companies as well as a short-
	form merger or consolidation that does not require a resolution
	of members, provided that the consummation of any such
	transaction in contravention of the terms of the Shareholders
	Agreement shall be void ab initio;
"Chairman"	the chairman of the Board of Directors appointed in accordance
	with Article 20.2;
"Class A Common Shares"	class A common shares of a nominal or par value of US$
	0.00001 each in the capital of the Company having the rights
	provided for in these Articles;
"Class B Common Shares"	class B common shares of a nominal or par value of
	US$0.00001 each in the capital of the Company having the
	rights provided for in these Articles;
"Clear days"	in relation to a period of notice means that period excluding both
	the day when the notice is given or deemed to be given and the
	day for which it is given or on which it is to take effect;
"Clearing House"	a clearing house recognized by the laws of the jurisdiction in
	which shares in the capital of the Company (or depository
	receipts thereof) are listed or quoted on a stock exchange or
	interdealer quotation system in such jurisdiction;
"Common Shares"	Class A Common Shares, Class B Common Shares and shares
	of such other classes as may from time to time be designated
	by the Board pursuant to these Articles as being common
	shares for the purposes of Article 5.3;
"Company"	the above named company;
"Company's Website"	the website of the Company and/or its web-address or domain
	name;
"Control"	the ownership, directly or indirectly, of shares possessing more
	than fifty per cent (50%) of the voting power of the corporation,
	partnership or other entity (other than, in the case of a
	corporation, shares having such power only by reason of the
	happening of a contingency), or having the power to control the
	management or elect a majority of members to the board of

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directors or equivalent decision-making body of such corporation, partnership or other entity;

"Designated Stock Exchange"

"Directors"

the Nasdaq Global Market and any other stock exchange or interdealer quotation system listed in Schedule 4 of the Law on which shares in the capital of the Company are listed or quoted;

the Directors for the time being of the Company or, as the case may be, those Directors assembled as a Board or as a committee of the Board;

"Dividend"	includes a distribution or interim dividend or interim distribution;
"Electronic"	has the same meaning as in the Electronic Transactions Law
	(as revised);
"Electronic	a communication sent by electronic means, including electronic
Communication"	posting to the Company's Website, transmission to any
	number, address or internet website (including the SEC's
	website) or other electronic delivery methods as otherwise
	decided and approved by the Board;
"Electronic Record"	has the same meaning as in the Electronic Transactions Law
	(as revised);
"Electronic Signature"	has the same meaning as in the Electronic Transactions Law
	(as revised);
"Exchange Act"	the Securities Exchange Act of 1934, as amended of the United
	States of America;
"Executed"	includes any mode of execution;
"GA"	means General Atlantic (XP) Bermuda, LP, a corporation with
	head-office in Bermuda;
"Holder"	in relation to any share, the Shareholder whose name is
	entered in the Register of Shareholders as the holder of the
	share;
"Incentive Plan"	any incentive plan or scheme established or implemented by
	the Company pursuant to which any Person who provides
	services of any kind to the Company or any of its direct or
	indirect subsidiaries (including, without limitation, any
	employee, executive, officer, director, consultant, secondee or
	other provider of services) may receive and/or acquire newly-
	issued shares of the Company or any interest therein;
"Indemnified Person"	every Director, alternate Director, Secretary or other officer for
	the time being or from time to time of the Company;

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