XP : Strategy and Performance Committee Charter

XP INC.

Strategy and

Performance Committee Charter

Adopted April 26, 2024

Purpose

The Strategy and Performance Committee (the "Committee") is created by the Board of Directors (the "Board") of XP Inc., a Cayman Islands exempted company with limited liability (the "Company"), to discharge the responsibilities set forth in this charter of the Committee (this "Charter"). The Committee shall have the authority and membership and shall operate according to the procedures provided in this Charter.

The Committee shall:

1. Assist the Board in discharging its responsibilities and oversight duties with respect to the development and implementation of the Company's business strategies;
2. Oversee and evaluate the performance of the Company's business strategies; and
3. Perform any additional roles delegated to the Committee by the Board and, where applicable, the Audit Committee.

Membership

The Committee shall consist of at least three members. The members of the Committee shall collectively possess the knowledge and skills deemed essential for performance of their responsibilities.

The Compensation, People, Nominating and Corporate Governance Committee shall recommend nominees for appointment to the Committee when necessary and as vacancies or newly created positions occur. The members of the Committee will serve in the Committee for two-year terms, provided, however, that the Compensation, People, Nominating and Corporate Governance Committee will review and reaffirm the Committee's composition annually. Committee members shall be appointed by the Board and may be removed by the Board at any time. The Board may designate one member of the Committee as the Committee's Chair.

If a member of the Committee is a director of the Board, its resignation or removal as a director, for whatever reason, will automatically constitute resignation or removal, as applicable, from the Committee.

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Responsibilities

1. In addition to any other responsibilities which may be assigned from time to time by the Board, the Committee is responsible for the following matters:
2. 1. Review the annual business plan, budget and capital structure of the Company, before onward submission to the Board for approval.
   2. Develop and review the institutional strategy of the Company.
   3. Adopt monitoring and evaluation frameworks, methods, key performance indicators frameworks (including methodology and targets), and multi-year evaluation calendars, to assess the Company's performance with respect to the strategy.
   4. Review of the Company's investment strategies, capital allocation, capital structure and financial needs, including leverage, liquidity and funding sources and related matters in the context of the corporate strategy.
   5. Review, make recommendations to the Board and monitor the Company's long-term financial forecasts, based upon the Company's strategic plan.
   6. Review of capital allocation decisions and other strategies and goals relating to the Company's financial position.
   7. Review proposals from management on strategic issues or trends at the Company and in the industry and review the variables that can significantly impact financial performance, the probability of occurrence and strategies in place to mitigate potential impacts.
   8. Assess new business proposals including acquisitions/joint ventures and make appropriate recommendations to the Board.
   9. Review any strategic initiatives identified by the Board or management from time to time, including exit from existing lines of business and entry into new lines of business, investments, dispositions of business and assets and business expansions, and make appropriate recommendations to the Board.
   10. Assess plans for significant restructuring and adjustments of the Company and make recommendations to the Board.
   11. Review proposals, as appropriate, regarding the organizational structure of the Company with a view to optimizing operational effectiveness.
   12. Assist management with identifying key issues, options and external developments impacting the Company's strategy.
   13. Meet with management periodically to monitor the Company's progress against its strategic goals.

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1. 1. Identify new market areas and maintaining current information about the markets in which the Company operates, competitors, and factors affecting the financial institution industry
   2. Ensure that decisions within the purview of the Committee are appropriately informed and reported to the Board, the Audit Committee and the Risks, Credit and ESG Committee.
   3. Report on the Committee's activities and make appropriate recommendations to the Board for Board approval. The Committee shall coordinate its activities and reports with the Audit Committee, and shall report to the Audit Committee, the Risks, Credit and ESG Committee and the Board periodically.
   4. Coordinate with the Compensation, People, Nominating and Corporate Governance Committee to align on performance metrics used by the Company, and exchange results related to such performance metrics.
2. The Committee shall review and assess the adequacy of this charter annually and recommend any proposed changes to the Board. The Committee will also evaluate on an annual basis the Committee's composition and performance, and shall produce and provide to the Board on an annual basis an evaluation of the Committee's performance of its duties under this charter. The evaluation shall be conducted in such a manner as the Committee deems appropriate.

Authority and Delegations

The Committee, in discharging its responsibilities, may conduct, direct, supervise or authorize studies of, or investigations into, any matter that the Committee deems appropriate, with full and unrestricted access to all books, records, documents, facilities and personnel of the Company.

The Committee may, subject to the Board's approval, retain or obtain the advice of a consultant, legal counsel or other adviser, and shall be directly responsible for the appointment and compensation of, and oversight of the work of, any such adviser retained by the Committee.

If approved by the Board, the Company shall provide for appropriate funding, as determined by the Committee, for the payment of reasonable compensation to such adviser retained by the Committee.

Procedures

The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter. The Chair of the Committee shall preside at each meeting and, in the absence of the Chair, one of the other members of the Committee shall be designated as the acting chair of the meeting. The Committee shall determine the frequency and length of the committee meetings and shall set meeting agendas consistent with this charter.

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The Committee's meetings shall be called by any member at least 5 (five) business days in advance by correspondence or by email. The materials to be presented, discussed or approved at the meeting shall be sent with the call notice. Should all members be present in the Committee's meeting, the formality of convening a meeting may be waived. The meetings may be held in person, by teleconference, videoconference or other means of communication and the participation will be considered as personal presence at said meeting.

The resolutions of the Committee's meeting shall be passed by a majority of its members.

The Committee will maintain written minutes of its meetings and copies of its actions by written consent and will file such minutes and copies of written consents with the minutes of the meetings of the Board. The Committee will regularly report to the Board and the Audit Committee on its activities. The resolutions, statements and opinions of the Committee shall be drawn up and signed by the Chair (or such other Committee member who presided over the applicable meeting as the chairperson).

In addition, the Committee shall separately meet on a periodic basis with management, the officer of the internal audit department or another designated employee and the independent auditors to discuss any matters that the Committee or any of these persons or firms believe should be discussed. The Committee may, at its discretion, invite members of management of the Company and its subsidiaries, as well as auditors and experts, to attend all or any portion of any meeting of the Committee.

In addition to this Charter, the operation of the Committee will be subject to any applicable provisions of the Memorandum and Articles of Association of the Company, the Cayman Islands Law, the rules and regulations of the Securities and Exchange Commission and the listing standards of NASDAQ Stock Market, each as in effect from time to time.

Limitations Inherent in the Committee's Role

While the Committee has the authority and responsibilities set forth in this Charter, management is responsible for designing, implementing and maintaining an effective strategic planning management framework. It is not the duty of the Committee to plan, conduct, design, implement or maintain an effective strategic planning management framework; these are the responsibilities of management. Senior management is also responsible for providing the Committee with appropriate information and reporting to allow the Committee to perform its responsibilities.

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