XTB S A : CR no. 12/2023 – Convening of the Ordinary General Meeting of XTB S.A.

XTB S.A.

(joint stock company with its registered office in Warsaw and address at Prosta 67, 00-838 Warszawa, entered into the Register of Business Entities of the National Court Register under No. 0000217580)

DISCLAIMER

This document is an unofficial translation of the Polish version of Current Report No. 12 dated 1 June 2023 and does not constitute a current or periodical report as defined under the Regulation of the Minister of Finance on the current and periodical information provided by issuers of securities and the conditions for considering the information required by the provisions of law of the state not being a member state as equivalent thereto that was issued in accordance with the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated 29 July 2005 (amended and restated: Journal of Laws of 2018, item 757).

This document is for informational purposes only. Neither the Company, its shareholders, nor any of their advisors are responsible for translation errors, if any, or for any discrepancies between the original report and this translation into English. If there are any discrepancies between the English translation and the Polish version, the latter shall prevail.

CURRENT REPORT NO 12/2023

Warsaw, 1 June 2023

Convening of the Ordinary General Meeting of XTB S.A.

The Management Board of XTB S.A. (the "Company") acting pursuant to Article 395 and Article 399 § 1 and Article 402¹ and Article 402² of the Code of Commercial Companies hereby convenes the Ordinary General Meeting of the Shareholders of the Company, which will take place on 30 June 2023 at 10:00 in the registered office of the Company in Warsaw at Prosta 67.

The content of the announcement of convening of the Ordinary General Meeting of the Company is attached to this current report.

Legal basis:

Article 56.1.2 of the Act on Public Offering - current and periodic information.

Announcement of convocation of Annual General Meeting

XTB S.A.

The Management Board of XTB Spółka Akcyjna (hereinafter referred to as the "XTB" or the "Company"), with its registered office in Warsaw at ul. Prosta 67, 00-838 Warsaw, register of commercial entities kept by the District Court for the Capital City of Warsaw, 12th Commercial Division of the National Court Register, under No. KRS 0000217580, Tax Identification Number (NIP): 527-24-43-955, share capital of PLN 5 869 181.75 (Fully paid up), acting pursuant to Art. 395 § 1, Art. 399 § 1 in connection with Art. 4021 and Art. 4022 of the Commercial Companies Code (hereinafter referred to as the "CCC"), hereby convenes Annual General Meeting of XTB S.A. on June 30th, 2023, at 10:00 a.m., at the Company's registered office in Warsaw at ul. Prosta 67 (hereinafter referred to as the "Annual General Meeting").

1. Agenda
2. 1. Opening of the Annual General Meeting;
   2. Appointment of the Chairperson of the Annual General Meeting;
   3. Asserting that the Annual General Meeting has been convened correctly and is capable of adopting resolutions;
   4. Adoption of the agenda;
   5. Review and approval of the Management Board's report concerning the activity of the Group and the Company in 2022;
   6. Adoption of the resolution concerning approval of the Company's separate financial statement for 2022;
   7. Adoption of the resolution concerning approval of the consolidated financial statement of the Group XTB S.A. for 2022;
   8. Adoption of the resolution concerning profit distribution;
   9. Adoption of the resolutions concerning granting the vote of approval for the members of the Company's Management Board for performance of their duties in the year 2022;
   10. Review and approval of the report concerning the activity of the Company's Supervisory
       Board in 2022;
   11. Adoption of the resolution concerning granting the vote of approval for the members of the Company's Supervisory Board for performance of their duties in the year 2022;
   12. Adoption of a resolution on expressing an opinion on the Report on the remuneration for 2022;
   13. 1. Adoption of a resolution concerning the rules of remuneration for the members of the Supervisory Board;
       2. Adoption of a resolution on amending the Regulations of the Company's Management Board;
       3. Adoption of a resolution on amending the Regulations of the Company's Supervisory Board;
       4. Adoption of a resolution on the rules for determining the remuneration of Members of the Supervisory Board;

17. Closing of the Annual General Meeting.

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DISCLAIMER

This is a translation of a document originally issued in the Polish language. The Polish original should be referred to in matters of interpretation. Neither the Company nor its shareholders are responsible for translation errors, if any, or for any discrepancies between the original document and this translation into English.

1. The right of the shareholder to request that certain matters be placed on the agenda of the Annual General Meeting (Art. 4022 item 2 letter a) of the CCC)

1. A shareholder or shareholders representing at least one twentieth of the Company's share capital may request that certain matters be included in the agenda of the
   Company's Annual General Meeting. Such request should be submitted to the Company's Management Board no later than twenty-one days before the date of the Annual General Meeting. It should contain a justification or a draft of resolution pertaining to the proposed item of the agenda.
2. The request may be submitted in writing (that is delivered personally, upon confirmation of receipt, or send to the XTB with a confirmation of dispatch and confirmation of receipt requested) at the Company's registered office at ul. Prosta 67, 00-838 Warsaw, or in electronic form sent to the Company's e-mail address [e-mail] date of filing the aforementioned request with the Company shall be the date of its receipt by the Company, and in case of the electronic mail - the date of receipt of the aforementioned request in the Company's e-mail system.
3. A shareholder or shareholders who request adding items to the agenda of the meeting should deliver, together with the request, documents confirming their identity and the authority to request adding items to the agenda of the Annual General Meeting, in particular:
4. 1. a deposit certificate or a certificate of right to participate in the Annual General Meeting issued by an entity keeping a securities account pursuant to the regulations on trading in financial instruments, confirming that the certificate holder is a shareholder of the XTB and on the date of making the request he holds an adequate number of shares,
   2. in the case of shareholders - natural persons - original or copy of identity card, any pages of the passport enabling his/her identification, or any other valid official document evidencing the identity of the shareholder;
   3. in the case of shareholders other than natural persons - original or copy of the current excerpt from the relevant register, or any other document confirming the existence of such a shareholder, issued not earlier than 30 days prior to the date of submission of such documents, and confirming the authority of the representative or representatives of such shareholder, who file the request on its behalf, to represent the said shareholder, including the original or copies of identity cards, pages of the passport enabling identification of such representative or representatives authorised to request adding items to the agenda of the Annual General Meeting on behalf of the shareholder.
5. In the case of foreign entities with the domicile in a country where such proper registers are not maintained, instead of the original or copy of the current excerpt from the register, as referred to in point 2.3. above, the original or copies of other documents confirming the existence of the entity, issued not earlier than 30 days prior to the date of submission of such documents, and the valid documents confirming the authority of the representative or representatives of such entity, who requested adding items to the

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DISCLAIMER

This is a translation of a document originally issued in the Polish language. The Polish original should be referred to in matters of interpretation. Neither the Company nor its shareholders are responsible for translation errors, if any, or for any discrepancies between the original document and this translation into English.

agenda of the Annual General Meeting on behalf of the shareholder to file such request on behalf of the shareholder shall be filed.

1. The obligation to attach the above-mentioned documents concerns the shareholders making requests either in writing or by e-mail. The documents should be attached in a form appropriate for the form of the request (as hard copies or scans converted to PDF).
2. The XTB may take such actions as will be necessary to identify the shareholder or shareholders and verify the validity of the shareholder's or shareholders' right to file the above-mentioned request, in particular in case of any doubt as to the contents or accuracy of any copies of the documents referred to in this section, the Company or a person (or persons) designated by the Company to register the shareholders, may request
   - prior to the commencement of the shareholder's request, to be provided with the originals of such copies or their certified copies attested by a notary public, or any other entity authorised for such purposes, and to enable the Company to make and keep a copy of such originals or certified copies.
3. In the case of: (i) failure to provide (or provision of invalid) documents referred to in this section; or (ii) refusal to present the original or certified copies of such documents, or refusal to make a copy thereof in the cases referred to in point 2.6. above, the relevant shareholder or representative of such shareholder may be denied the right to add items to the agenda of the Annual General Meeting.
4. Any documents referred to in this section, drawn up in a foreign language, shall be accompanied by their certified translation prepared by a sworn translator.
5. The Management Board of the XTB shall promptly, and in no event later than eighteen days prior to the scheduled date of the Annual General Meeting, announce changes to the agenda implemented at the request of a shareholder or shareholders. The new amended agenda will be published in current report via Electronic Information Transmission System (ESPI) and on the XTB's website www.ir.xtb.com(under "Ład Korporacyjny"/ "Walne Zgromadzenie").

1. Right to submit drafts of resolutions concerning matters placed on the agenda of the Annual General Meeting or those that are to be placed on the agenda prior to the date of the Annual General Meeting (Article 4022 item 2 letter b) of the CCC) and right to submit drafts of resolutions concerning matters placed on the agenda during the Annual General Meeting (Article 4022 item 2 letter c) of the CCC)

3.1. Before the date of the Annual General Meeting a shareholder or shareholders representing at least one twentieth of the Company's share capital may submit to the

XTB in writing (that is deliver personally, upon confirmation of receipt, or send to the XTB with a confirmation of dispatch and confirmation of receipt requested) to the following address: XTB Spółka Akcyjna with its registered office in Warsaw ul. Prosta 67, 00-838 Warszawa or by electronic mail to the e-mail address [e-mail] resolutions concerning any items on the agenda of the Annual General Meeting, or matters that are to be added to the agenda.

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DISCLAIMER

This is a translation of a document originally issued in the Polish language. The Polish original should be referred to in matters of interpretation. Neither the Company nor its shareholders are responsible for translation errors, if any, or for any discrepancies between the original document and this translation into English.

3.2. A shareholder or shareholders who submit draft resolutions should deliver, together with the request, documents confirming their identity and the authority to submit draft resolutions, in particular:

1. a deposit certificate or a certificate of right to participate in the Annual General Meeting issued by an entity keeping a securities account pursuant to the regulations on trading in financial instruments, confirming that the certificate holder is a shareholder of the XTB and on the date of making the request he holds an adequate number of shares,
2. in the case of shareholders - natural persons - original or copy of identity card, any pages of the passport enabling his/her identification, or any other valid official document evidencing the identity of the shareholder;
3. in the case of shareholders other than natural persons - original or copy of the current excerpt from the relevant register, or any other document confirming the existence of such a shareholder, issued not earlier than 30 days prior to the date of submission of such documents, and confirming the authority of the representative or representatives of such shareholder, who submits the drafts mentioned in point 3.1 on its behalf at the Annual General Meeting, to represent the said shareholder, including the original or copies of identity cards, pages of the passport enabling identification of such representative or representatives authorised to submit draft

resolutions.

1. In the case of foreign entities with the domicile in a country where such proper registers are not maintained, instead of the original or copy of the current excerpt from the register, as referred to in point 3.2. above, the original or copies of other documents confirming the existence of the entity, issued not earlier than 30 days prior to the date of submission of such documents, and the valid documents confirming the authority of the representative or representatives of such entity, to submit draft resolutions on behalf of the shareholder.
2. The obligation to attach the above-mentioned documents concerns the shareholders making requests either in writing or by e-mail. The documents should be attached in a form appropriate for the form of the request (as hard copies or scans converted to PDF).
3. The XTB may take such actions as will be necessary to identify the shareholder or shareholders and verify the validity of the shareholder's or shareholders' right to file the above-mentioned request, in particular in case of any doubt as to the contents or accuracy of any copies of the documents referred to in this section, the Company or a person (or persons) designated by the Company to register the shareholders, may request
   - prior to the commencement of the shareholder's request, to be provided with the originals of such copies or their certified copies attested by a notary public, or any other entity authorised for such purposes, and to enable the Company to make and keep a copy of such originals or certified copies.
4. In the case of: (i) failure to provide (or provision of invalid) documents referred to in this section; or (ii) refusal to present the original or certified copies of such documents, or refusal to make a copy thereof in the cases referred to in point 3.5 above, the relevant

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DISCLAIMER

This is a translation of a document originally issued in the Polish language. The Polish original should be referred to in matters of interpretation. Neither the Company nor its shareholders are responsible for translation errors, if any, or for any discrepancies between the original document and this translation into English.