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XTB S.A. Interim / Quarterly Report 2023

Nov 8, 2023

5867_rns_2023-11-08_897f04ba-6ff0-403e-9517-87f0bebc469a.pdf

Interim / Quarterly Report

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REPORT FOR

THE 3RD QUARTER 2023

XTB S.A. GROUP

This document is an unofficial translation of the Polish version of Periodic Report for the 3rd Quarter 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 Finance Instruments to Organised Trading, and Public Companies dated 29 July 2005 (amended and restated: Journal of Laws of 2020, item 2080 with subsequent amendments). 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.

TABLE OF CONTENTS

FINANCIAL CONSOLIDATED HIGHLIGHTS 3
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 5
INTERIM CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENT 6
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 7
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 8
INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT
ADDITIONAL EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11
12
1. Information about the Parent Company and composition of the Group 12
2. Basis for drafting the financial statements 14
3. Professional judgement 16
4.
5.
Adopted accounting principles
Seasonality of operations
17
17
6. Operating income 17
7. Salaries and employee benefits 18
8. Marketing 18
9. Other external services 19
10.
11.
Commission expenses
Finance income and costs
19
19
12. Segment information 20
13. Cash and cash equivalents 27
14. Financial assets at fair value through P&L 27
15. Financial assets at amortised cost 27
16.
17.
Intangible assets
Property, plant and equipment
29
32
18. Amounts due to customers 35
19. Financial liabilities held for trading 35
20. Liabilities due to lease 35
21. Other liabilities 35
22.
23.
Provisions for liabilities and contingent liabilities
Equity
36
37
24. Profit distribution and dividend 38
25. Earnings per share 39
26. Current tax and deferred income tax 39
27. Related party transactions 43
28. Employment 44
29.
30.
Supplementary information and explanations to the cash flow statement
Post balance sheet events
44
45
31. Off-balance sheet items 46
32. Items regarding the compensation scheme 46
33. Capital management 47
34. Risk management 48
NOTES TO THE QUARTERLY REPORT 63
1. Information about the Group's activities 64
2. Summary and analysis of the results of the Group 64
3. Company's authorities 80
4. Information about shares and shareholding 80
5.
6.
XTB as FinTech
XTB strategy
83
84
7. Other information 85
INTERIM CONDENSED
STANDALONE
FINANCIAL STATEMENTS
92
INTERIM CONDENSED STANDALONE COMPREHENSIVE INCOME STATEMENT 93
INTERIM CONDENSED STANDALONE STATEMENT OF FINANCIAL POSITION 94
INTERIM CONDENSED STANDALONE STATEMENT OF CHANGES IN EQUITY 95
INTERIM CONDENSED STANDALONE CASH FLOW STATEMENT 98

FINANCIAL CONSOLIDATED HIGHLIGHTS

FINANCIAL CONSOLIDATED HIGHLIGHTS

IN PLN'000
NINE-MONTH ENDED
IN EUR'000
NINE-MONTH ENDED
30.09.2023 30.09.2022 30.09.2023 30.09.2022
Consolidated comprehensive income
statement:
Total operating income 1 094 573 1 227 503 239 131 261 839
Profit on operating activities 588 011 827 171 128 462 176 444
Profit before tax 656 580 876 194 143 443 186 901
Net profit 542 124 715 789 118 438 152 685
Net profit and diluted net profit per share
attributable to shareholders of the Parent Company 4,62 6,10 1,01 1,30
(in PLN/EUR per share)
Consolidated cash flow statement:
Net cash from operating activities 289 626 856 349 63 274 182 668
Net cash from investing activities 284 905 (23 214) 62 243 (4 952)
Net cash from financing activities (578 371) (179 254) (126 356) (38 237)
Increase/(Decrease) in net cash and cash equivalents (3 840) 653 881 (839) 139 480
IN PLN'000 IN EUR'000
30.09.2023 31.12.2022 30.09.2023 31.12.2022
Consolidated statement of financial position:
Total assets 4 403 363 4 114 323 949 901 877 273
Total liabilities 2 926 278 2 608 254 631 262 556 143
Share capital 5 869 5 869 1 266 1 251
Equity 1 477 085 1 506 069 318 639 321 130
Number of shares 117 383 635 117 383 635 117 383 635 117 383 635
Carrying amount and diluted carrying amount per
share attributable to shareholders of the Parent
Company (in PLN/EUR per share) 12,58 12,83 2,71 2,74

The above data was translated into EUR as follows:

  • items in the consolidated comprehensive income statement and consolidated cash flow statement by the arithmetic average of exchange rates published by the National bank of Poland as of the last day of the month during the reporting period:
    • − for the current period: 4,5773;
    • − for the comparative period: 46880;
  • items of consolidated statement of financial position by the average exchange rate published by the National Bank of Poland as of the end of the reporting period:
    • − for the current period: 4,6356;
    • − for the comparative period: 4,6899.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INTERIM CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENT

PERIOD ENDED THREE-MONTH NINE-MONTH
PERIOD ENDED
(IN PLN'000) NOTE 30.09.2023 30.09.2022 30.09.2023 30.09.2022
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
Result of operations on financial instruments 6.1 272 943 389 568 1 085 626 1 222 684
Income from fees and charges 6.2 2 772 1 719 8 896 4 800
Other income 6 2 51 19
Total operating income 6 275 721 391 289 1 094 573 1 227 503
Marketing 8 (58 585) (48 579) (194 843) (153 891)
Salaries and employee benefits 7 (63 767) (49 036) (188 547) (142 014)
Other external services 9 (15 489) (12 737) (45 496) (35 102)
Commission expenses 10 (14 576) (12 995) (43 561) (40 585)
Amortisation and depreciation 16,17 (4 196) (3 080) (11 926) (8 735)
Taxes and fees (2 947) (2 899) (8 836) (7 645)
Costs of maintenance and lease of buildings (2 198) (1 958) (5 973) (5 923)
Other costs (3 208) (1 262) (7 380) (6 437)
Total operating expenses (164 966) (132 546) (506 562) (400 332)
Profit on operating activities 110 755 258 743 588 011 827 171
Finance income, including: 11 19 291 32 081 73 121 49 812
interest income at amortized cost
-
11 12 563 9 010 48 838 9 402
Finance costs 11 14 484 (277) (4 552) (789)
Profit before tax 144 530 290 547 656 580 876 194
Income tax 26 (23 403) (54 328) (114 456) (160 405)
Net profit 121 127 236 219 542 124 715 789
Other comprehensive income 3 078 4 670 (624) 7 089
Items which will be reclassified to profit (loss) after
meeting specific conditions 3 078 4 670 (642) 7 089
Currency translation differences:
positions that will be reclassified to profit on
-
valuation of foreign companies 1 714 3 273 (200) 5 084
positions that will be reclassified to profit on
-
valuation of separated equity 1 684 1 726 (523) 2 475
deferred income tax
-
(320) (329) 99 (470)
Total comprehensive income 124 205 240 889 541 500 722 878
Net profit attributable to shareholders of the
Parent Company 121 127 236 219 542 124 715 789
Total comprehensive income attributable to
shareholders of the Parent Company 124 205 240 889 541 500 722 878
Earnings per share:
- basic profit per year attributable to shareholders
of the Parent Company (in PLN) 25 1,03 2,01 4,62 6,10
- basic profit from continued operations per year
attributable to shareholders of the Parent
Company (in PLN) 25 1,03 2,01 4,62 6,10
- diluted profit of the year attributable to
shareholders of the Parent Company (in PLN) 25 1,03 2,01 4,62 6,10
- diluted profit from continued operations of the
year attributable to shareholders of the Parent
Company (in PLN) 25 1,03 2,01 4,62 6,10

The interim condensed consolidated comprehensive income statement should be read together with the supplementary notes to the interim condensed consolidated financial statements, which are an integral part of these interim condensed consolidated financial statements.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(IN PLN'000) NOTE 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
ASSETS
Cash and cash equivalents 13 3 314 269 3 161 002 3 121 441
Financial assets at fair value through P&L 14 977 297 842 509 957 700
Income tax receivables 112 - 3
Financial assets at amortised cost 15 38 210 41 675 37 205
Prepayments and deferred costs 13 686 14 524 14 416
Intangible assets 16 1 263 1 441 1 111
Property, plant and equipment 17 51 310 45 303 36 336
Deferred income tax assets 26 7 216 7 869 8 299
Total assets 4 403 363 4 114 323 4 176 511
EQUITY AND LIABILITIES
Liabilities
Amounts due to customers 18 2 594 097 2 327 728 2 371 055
Financial liabilities held for trading 19 102 278 105 552 131 571
Income tax liabilities 2 884 1 827 11 479
Liabilities due to lease 20 31 645 30 450 25 737
Other liabilities 21 113 100 79 705 94 596
Provisions for liabilities 22 4 920 4 256 4 402
Deferred income tax provision 26 77 354 58 736 75 308
Total liabilities 2 926 278 2 608 254 2 714 148
Equity
Share capital 23 5 869 5 869 5 869
Supplementary capital 23 71 608 71 608 71 608
Other reserves 23 848 635 657 555 657 555
Foreign exchange differences on translation 23 (584) 40 6 640
Retained earnings 551 557 770 997 720 691
Equity attributable to the owners of the Parent Company 1 477 085 1 506 069 1 462 363
Total equity 1 477 085 1 506 069 1 462 363
Total equity and liabilities 4 403 363 4 114 323 4 176 511

The interim condensed consolidated statement of financial position should be read together with the supplementary notes to the interim condensed consolidated financial statements, which are an integral part of these interim condensed consolidated financial statements.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Interim condensed consolidated statement of changes in equity for the period from 1 January 2023 to 30 September 2023 (UNAUDITED)

(IN PLN'000) SHARE
CAPITAL
SUPPLEMENTARY
CAPITAL
OTHER
RESERVES
FOREIGN EXCHANGE
DIFFERENCES ON
TRANSLATION OF
FOREIGN
OPERATIONS AND
SEPARATE FUNDS
RETAINED
EARNINGS
EQUITY
ATTRIBUTABLE TO
THE OWNERS OF
THE PARENT
COMPANY
TOTAL
EQUITY
NOTE 23 23 23, 24 23 24
As at 1 January 2023 5 869 71 608 657 555 40 770 997 1 506 069 1 506 069
Total comprehensive income for the
financial year
Net profit
Other comprehensive income
Total comprehensive income for the
financial year
-
-
-
-
-
-
-
-
-
-
(624)
(624)
542 124
-
542 124
542 124
(624)
541 500
542 124
(624)
541 500
Transactions with Parent
Company's owners recognized
directly in equity
Appropriation of profit/offset of loss
-
dividend payment
-
transfer to other reserves
Increase (decrease) in equity
-
-
-
-
-
-
-
191 080
191 080
-
-
(624)
(570 484)
(191 080)
(219 440)
(570
484)
-
(28 984)
(570
484)
-
(28
984)
As at 30 September
2023
6 869 71 608 848 635 (584) 551 557 1
477 085
1
477 085

The interim condensed consolidated statement of changes in equity should be read together with the supplementary notes to the interim condensed consolidated financial statements, which are an integral part of these interim condensed consolidated financial statements.

Consolidated statement of changes in equity for the period from 1 January 2022 to 31 December 2022 (AUDITED)

(IN PLN'000) SHARE
CAPITAL
SUPPLEMENTARY
CAPITAL
OTHER
RESERVES
FOREIGN EXCHANGE
DIFFERENCES ON
TRANSLATION OF
FOREIGN
OPERATIONS AND
SEPARATE FUNDS
RETAINED
EARNINGS
EQUITY
ATTRIBUTABLE TO
THE OWNERS OF
THE PARENT
COMPANY
TOTAL
EQUITY
NOTE 23 23 23, 24 23 24
As at 1 January 2022 5 869 71 608 598 789 (449) 239 743 915 560 915 560
Total comprehensive income for the
financial year
Net profit
- - - - 766 096 766 096 766 096
Other comprehensive income - - - 489 489 489
Total comprehensive income for the
financial year
- - - 489 766 096 766 585 766 585
Transactions with Parent
Company's owners recognized
directly in equity
Appropriation of profit/offset of loss
-
dividend payment
-
transfer to other reserves
Increase (decrease) in equity
-
-
-
-
-
-
-
58 766
58 766
-
-
489
(176 076)
(58 766)
531 254
(176 076)
-
590 509
(176 076)
-
590 509
As at
31 December 2022
5 869 71 608 657 555 40 770 997 1 506 069 1 506 069

The consolidated statement of changes in equity should be read together with the supplementary notes to the interim condensed consolidated financial statements, which are an integral part of these interim condensed consolidated financial statements.

Interim condensed consolidated statement of changes in equity for the period from 1 January 2022 to 30 September 2022 (UNAUDITED)

(IN PLN'000) SHARE
CAPITAL
SUPPLEMENTARY
CAPITAL
OTHER
RESERVES
FOREIGN EXCHANGE
DIFFERENCES ON
TRANSLATION OF
FOREIGN
OPERATIONS AND
SEPARATE FUNDS
RETAINED
EARNINGS
EQUITY
ATTRIBUTABLE TO
THE OWNERS OF
THE PARENT
COMPANY
TOTAL
EQUITY
NOTE 23 23 23, 24 23 24
As at 1 January 2022 5 869 71 608 598 789 (449) 239 743 915 560 915 560
Total comprehensive income for the
financial year
Net profit - - - - 715 789 715 789 715 789
Other comprehensive income - - - 7 089 - 7 089 7 089
Total comprehensive income for the
financial year
- - - 7 089 715 789 722 878 722 878
Transactions with Parent
Company's owners recognized
directly in equity
Appropriation of profit/offset of loss
-
dividend payment
- - - - (176 075) (176 075) (176 075)
-
transfer to other reserves
Increase (decrease) in equity
-
-
-
-
58 766
58 766
-
7 089
(58 766)
480 948
-
546 803
-
546 803
As at 30 September
2022
5 869 71 608 657 555 6 640 720 691 1
462 363
1
462 363

The interim condensed consolidated statement of changes in equity should be read together with the supplementary notes to the interim condensed consolidated financial statements, which are an integral part of these interim condensed consolidated financial statements.

INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT

(IN PLN'000) NOTE NINE-MONTH
PERIOD ENDED
30.09.2023
(UNAUDITED)
NINE-MONTH
PERIOD ENDED
30.09.2022
(UNAUDITED)
Cash flows from operating activities
Profit before tax 656 580 876 194
Adjustments: (270 801) 82 827
(Profit) Loss on investment activity 29.3 (322 501) (4 730)
Amortization and depreciation 16, 17 11 926 8 735
Foreign exchange (gains) losses from translation of own cash (17 786) (16 419)
Other adjustments 29.1 (396) 6 380
Changes
Change in provisions 664 (563)
Change in balance of financial assets at fair value through P&L and
financial liabilities held for trading
(107 455) (230 200)
Change in balance of restricted cash (139 321) (74 881)
Change in financial assets at amortised cost 3 465 (6 500)
Change in balance of prepayments and accruals 838 (5 779)
Change in balance of amounts due to customers 266 369 360 565
Change in balance of other liabilities 29.2 33 396 46 219
Cash from operating activities 385 779 959 021
Income tax paid (94 240) (99 182)
Interests (1 913) (3 490)
Net cash from operating activities 289 626 856 349
Cash flow from investing activities
Proceeds from sale of items of property, plant and equipment 3 3
Expenses relating to payments for property, plant and equipment
Expenses relating to payments for intangible assets
17
16
(11 243)
(106)
(7 357)
(709)
Expenses relating purchase of bonds (451 529) (741 748)
Proceeds from closed deposits 300 000 -
Interest received on deposits 2 667 -
Proceeds from sale of bonds 429 786 720 716
Interests received on bonds 15 327 5 881
Net cash from investing activities 284 905 (23 214)
Cash flow from financing activities
Payments of liabilities under finance lease agreements (7 133) (2 533)
Interest paid under lease (754) (646)
Dividend paid to owners (570 484) (176 075)
Net cash from financing activities (578 371) (179 254)
Increase (Decrease) in net cash and cash equivalents (3 840) 653 881
Cash and cash equivalents – opening balance 1 222 499 589 392
Increase (Decrease) in net cash and cash equivalents (3 840) 653 881
Effect of FX rates fluctuations on balance of cash in foreign
currencies
17 786 16 418
Cash and cash equivalents – closing balance 13 1 236 445 1 259 691

The interim condensed consolidated cash flow statement should be read together with the supplementary notes to the interim condensed consolidated financial statements, which are an integral part of these interim condensed consolidated financial statements.

ADDITIONAL EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Information about the Parent Company and composition of the Group

The Parent Company in the XTB S.A Group (the "Group") is XTB S.A. (hereinafter: the "Parent Entity", "Parent Company", "Brokerage") with its headquarters located in Warsaw at Prosta street 67, 00-838 Warszawa, Polska. On January 1, 2022, the address of the registered office of XTB S.A. from Ogrodowa street 58, 00-876 Warsaw at Prosta street 67, 00-838 Warsaw, Poland.

On 5 January 2022, the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, registered a change of the company's name in the current wording "X-Trade Brokers Dom Maklerski Spółka Akcyjna" to "XTB Spółka Akcyjna" (hereinafter also as "XTB S.A.").

XTB S.A. is entered in the Commercial Register of the National Court Register by the District Court for the Capital City of Warsaw, Poland, XII Commercial Division of the National Court Register, under No. KRS 0000217580. The Parent Company was granted a statistical REGON number and a tax identification (NIP) number 5272443955.

The Parent Company's operations consist of conducting brokerage activities on the stock exchange (stocks, ETF) and OTC markets (currency derivatives, commodities, indices, stocks and bonds). The Parent Company is supervised by the Polish Financial Supervision Authority and conducts regulated activities pursuant to a permit dated 8 November 2005, No.DDM-M-4021-57-1/2005.

1.1 Information on the reporting entities in the Parent Company's organisational structure

The interim condensed consolidated financial statements cover the following foreign branches which form the Parent Company:

  • XTB S.A. organizačni složka (formerly: X-Trade Brokers Dom Maklerski Spółka Akcyjna, organizačni složka) a branch established on 7 March 2007 in the Czech Republic. The branch was registered in the commercial register maintained by the City Court in Prague under No. 56720 and was granted the following tax identification number: CZK 27867102. The new branch name was registered in the local registry on 6 April 2022.
  • XTB S.A. Sucursal en Espana (formerly: X-Trade Brokers Dom Maklerski Spółka Akcyjna, Sucursal en Espana) a branch established on 19 December 2007 in Spain. On 16 January 2008, the branch was registered by the Spanish authorities and was granted the tax identification number ES W0601162A. The new branch name was registered in the local registry on 22 July 2022.
  • XTB S.A. organizačná zložka (formerly: X-Trade Brokers Dom Maklerski Spółka Akcyjna, organizačná zložka) a branch established on 1 July 2008 in the Slovak Republic. On 6 August 2008, the branch was registered in the commercial register maintained by the City Court in Bratislava under No. 36859699 and was granted the following tax identification number: SK4020230324. The new branch name was registered in the local registry on 9 April 2022.
  • XTB S.A. Varsovia Sucursala Bucuresti (formerly: X-Trade Brokers Dom Maklerski S.A. Sucursala Bucuresti Romania) – a branch established on 31 July 2008 in Romania. On 4 August 2008, the branch was registered in the Commercial Register under No. 402030 and was granted the following tax identification number: RO27187343. The new branch name was registered in the local registry on 22 April 2022.
  • XTB S.A. German Branch (formerly: X-Trade Brokers Dom Maklerski S.A., German Branch) a branch established on 5 September 2008 in the Federal Republic of Germany. On 24 October 2008, the branch was registered in the Commercial Register under No. HRB 84148 and was granted the following tax identification number: DE266307947. The new branch name was registered in the local registry on 19 December 2022.
  • XTB S.A. Succursale Française (formerly: X-Trade Brokers Dom Maklerski Spółka Akcyjna branch in France) a branch established on 21 April 2010 in the Republic of France. On 31 May 2010, the branch was registered in the Commercial Register under No 522758689 and was granted the following tax identification number: FR61522758689. The new branch name was registered in the local registry on 27 May 2022.
  • XTB S.A. Sucursal em Portugal (formerly: X-Trade Brokers Dom Maklerski S.A., Sucursal Portugesa) a branch established on 7 July 2010 in Portugal. On 7 July 2010, the branch was registered in the Commercial Register and was granted the following tax identification number: PT980436613. The new branch name was registered in the local registry on 17 May 2022.

1.2 Composition of the Group

The XTB S.A. Group is composed in XTB S.A. as the Parent Company and the following subsidiaries:

NAME OF SUBSIDIARY CONSOLIDATION
METHOD
COUNTRY OF
REGISTERED
OFFICE
PERCENTAGE
SHARE IN THE
CAPITAL
30.09.2023
(UNAUDITED)
PERCENTAGE
SHARE IN THE
CAPITAL
31.12.2022
(AUDITED)
PERCENTAGE
SHARE IN THE
CAPITAL
30.09.2022
(UNAUDITED)
XTB Limited (UK) Full Great Britain 100% 100% 100%
X Open Hub Sp. z o.o. Full Poland 100% 100% 100%
XTB Limited (CY) Full Cyprus 100% 100% 100%
Tasfiye Halinde XTB Yönetim
Danışmanlığı A.Ş.
Full Turkey 100% 100% 100%
XTB International Limited Full Belize 100% 100% 100%
XTB Agente de Valores SpA Full Chile 100% 100% 100%
XTB Services Limited Full Cyprus 100% 100% 100%
Lirsar S.A. en liquidacion Full Uruguay 100% 100% 100%
XTB Africa (PTY) Ltd. Full South Africa 100% 100% 100%
XTB MENA Limited Full UAE 100% 100% 100%
XTB Digital Ltd. Full Cyprus 100% - -
XTB S. C. Limited - Seychelles - - -

On 15 September 2020, the liquidation process of the company in Turkey Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş. has begun. As at the 30 September 2023, amount of negative foreign exchange differences on translation of balances in foreign currencies of Turkish company amounted PLN (3 714) thousand, at the 31 December 2022 PLN (3 767) thousand, at the 30 September 2022 PLN (3 738) thousand (note 23). Exchange differences will be recognized in consolidated financial statement at the date of liquidation of the company.

On 9 January 2021 XTB MENA Limited with its seat in United Arab Emirates was registered in the local register of entrepreneurs. The Parent Company will acquire 100% of shares in the subsidiary. On 13 April 2021 shared of XTB MENA Limited with its seat in United Arab Emirates were paid by the Parent Company. Capital was contributed in the amount of USD 1 million. On 22 March 2022, the Parent Company acquired 1,000 ordinary shares in the increased capital of the subsidiary XTB MENA Limited. On 9 March 2023, the Parent Company allocated USD 1 million for another increase in the share capital of the subsidiary XTB MENA Limited, maintaining 100% of its capital.

On 8 November 2021 the Parent Company acquired 100 shares in the increased capital of subsidiary XTB Africa (PTY). As a result of the above transaction the Parent Company kept 100% share in subsidiary's capital As at the date of these interim condensed consolidated financial statements the company has not conduct its operations.

On 6 October 2022, XTB S. C. Limited with its seat in Republic of Seychelles was registered in the local register of entrepreneurs. The shares in this company have not yet been paid up. On 21 April 2023, the subsidiary company XTB S.C. Limited, received a license from the FSA (Financial Services Authority) no. SD148 to operate in the Republic of Seychelles. The company will provide brokerage services. As at the date of these interim condensed consolidated financial statements the company did not conduct its operations.

On 5 December 2022, XTB Digital Ltd. with its seat in Cyprus was registered in the local register of entrepreneurs. The Parent Company acquired 100% of shares in the subsidiary. On 3 April 2023 shared of XTB Digital Ltd. with its seat in Cyprus were paid by the Parent Company. Capital was contributed in the amount of EUR 300 thousand. As at the date of these interim condensed consolidated financial statements the company did not conduct its operations.

On 27 July 2023 the subsidiary XTB Chile SpA changed the name for XTB Agente de Valores SpA.

The scope of activities of subsidiaries:

  • XTB Limited (UK) brokerage activity
  • X Open Hub Sp. z o.o. applications and electronic trading technology offering
  • XTB Limited (CY) brokerage activity
  • XTB International Limited brokerage activity
  • XTB Agente de Valores SpA the activity of acquiring clients
  • XTB Services Limited marketing, marketing and sales activities (sales support)
  • XTB MENA Limited brokerage activity
  • XTB Africa (PTY) Ltd. –the Company has not yet conducted operations

  • XTB S. C. Limited –the Company has not yet conducted operations
  • XTB Digital Ltd. –the Company has not yet conducted operations
  • Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş.– the company does not conduct its operations, is in the process of liquidation.

1.3 Composition of the Management Board

In the period covered by the interim condensed consolidated financial statements and in the comparative period, the Management Board was composed of the following persons:

NAME AND
SURNAME
FUNCTION DATE OF FIRST
APPOINTMENT
TERM OF OFFICE
Omar Arnaout Chairman of the
Management Board
23.03.2017 From the 1 July 2022 appointed for the new 3-years
term of office ending 1 July 2025
Paweł Szejko Board Member 28.01.2015 From the 1 July 2022 appointed for the new 3-years
term of office ending 1 July 2025
Filip Kaczmarzyk Board Member 10.01.2017 From the 1 July 2022 appointed for the new 3-years
term of office ending 1 July 2025
Jakub Kubacki Board Member 10.07.2018 From the 1 July 2022 appointed for the new 3-years
term of office ending 1 July 2025
Andrzej Przybylski Board Member 01.05.2019 From the 1 July 2022 appointed for the new 3-years
term of office ending 1 July 2025

2. Basis for drafting the financial statements

2.1 Compliance statement

These interim condensed consolidated financial statements have been prepared according to the International Accounting Standard ("IAS") 34 approved by the European Union.

The interim condensed consolidated financial statements of the XTB S.A. Group prepared for the period from 1 January 2023 to 30 September 2023 with comparative data for the period from 1 January 2022 to 30 September 2022 and as at 31 December 2022 cover the Parent Company's financial data and financial data of the subsidiaries comprising the "Group".

These interim condensed consolidated financial statements have been prepared on the historical cost basis, with the exception of financial assets at fair value through P&L and financial liabilities held for trading which are measured at fair value. The Group's assets are presented in the statement of financial position according to their liquidity, and its liabilities according to their maturities. The adopted accounting principles are consistent with the principles of the previous financial year, except for the income tax charge, which was calculated in accordance with the principles set out in IAS 34.30c and the new standards effective from 1 January 2023.

The interim condensed consolidated financial statements do not cover all information and disclosures required by the International Financial Reporting Standards accepted by the European Union ("IFRS") to be presented in annual consolidated financial statements and they should be read jointly with the consolidated financial statements of the XTB S.A. Group for the year 2022.

The Group companies maintain their accounting records in accordance with the accounting principles generally accepted in the countries in which these companies are established. The interim condensed consolidated financial statements include adjustments made in order to reconcile their financial statements with the IFRS.

The interim condensed consolidated financial statements were approved by the Management Board of the Parent Company on 7 November 2023.

Drafting these interim condensed consolidated financial statements, the Parent Company decided that none of the Standards would be applied retrospectively.

The IFRS comprise standards and interpretations approved by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC").

2.2 Functional currency and reporting currency

The functional currency and the presentation currency of these interim condensed consolidated financial statements is the Polish zloty ("PLN"), and unless stated otherwise, all amounts are shown in thousands of zloty (PLN'000).

2.3 Going concern

The interim condensed consolidated financial statements were prepared based on the assumption that the Group would continue as a going concern in the foreseeable future. At the date of preparation of these interim condensed consolidated financial statements, the Management Board of XTB S.A. does not state any circumstances that would threaten the Group companies' continued operations with the exception of subsidiary Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş. in Turkey and Lirsar S.A. en liquidacion in Uruguay described in note 1.2.

2.4 Comparability of data and consistency of the policies applied

Data presented in the interim condensed consolidated financial statements is comparable and prepared under the same principles for all periods covered by the interim condensed consolidated financial statements.

2.5 The impact of Russia's invasion of Ukraine on the Group's results

On 24 February 2022, Russian troops crossed the eastern, southern and northern borders of Ukraine, attacking the territory of Ukraine. In connection with hostilities by Russia, representatives of the European Union and many other countries have introduced severe sanctions against Russia, which mainly affect strategic sectors of the Russian economy by blocking access to technology and markets. The Group does not operate on these markets and does not have any significant investments there, so this situation has no significant impact on the Group, however, it caused high volatility in the financial and commodity markets around the world, which affected the transaction activity of XTB clients and the Group's results.

2.6 Changes in the accounting policies

The accounting policies applied in the preparation of the interim condensed consolidated financial statements are consistent with those applied in the preparation of the consolidated financial statements of the Group for the year ended 31 December 2022, except for the application of new or amended standards and interpretations applicable to annual periods beginning on or after 1 January 2023.

  • Amendments to IFRS 17 "Insurance contracts" and amendments to IFRS 17,
  • Amendments to IAS 1 "Presentation of financial statements" and IFRS Board Guidelines on disclosures regarding accounting policies in practice - the issue of materiality in relation to accounting policies,
  • Amendments to IAS 8 "Accounting policies, changes in accounting estimates and errors" definition of estimates,
  • Amendments to IAS 12 Income Taxes deferred tax related to assets and liabilities arising from a single transaction,
  • Amendments to IFRS 17 "Insurance Contracts" initial application of IFRS 17 and IFRS 9.

The Group has not decided to apply earlier any Standard, Interpretation or Amendment that has been issued, but has not yet become effective in light of the EU regulations. New or amended standards and interpretations that are applicable for the first time in 2023 do not have a significant impact on the Group's interim condensed consolidated financial statements.

2.7 New standards and interpretations which have been published but are not yet binding

The following standards and interpretations have been published by the International Accounting Standards Board but are not yet binding:

• Amendments to IFRS 16 "Leases" - lease liabilities in sale and leaseback transactions – not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2024,

  • Amendments to IAS 1 "Presentation of Financial Statements" classification of liabilities as current or non-current– not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2024,
  • Amendments to IFRS 14 "Regulatory Accruals" the endorsement process of these Amendments has been postponed by EU - the effective date was deferred indefinitely by IASB,
  • Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets Between an Investor and its Associate or Joint Venture – the endorsement process of these Amendments has been postponed by EU - the effective date was deferred indefinitely by IASB.

Above new standards and interpretations which have been published but are not yet binding do not have a significant impact on the Group's interim condensed consolidated financial statements.

3. Professional judgement

In the process of applying the accounting principles (policy), the Management Board of the Parent Company made the following judgements that have the greatest impact on the reported carrying amounts of assets and liabilities.

Revenue recognition

Transaction price is determined at fair. Variable remuneration, liabilities due to reimbursements and other in the case of the Group do not occur.

Detailed accounting policies are included in the full annual consolidated financial statements.

3.1 Material estimates and valuations

In order to prepare its financial statements in accordance with the IFRS, the Group has to make certain estimates and assumptions that affect the amounts disclosed in the financial statements. Estimates and assumptions subject to dayto-day evaluation by the Group's management are based on experience and other factors, including expectations as to future events that seem justified in the given situation. The results are a basis for estimates of carrying amounts of assets and liabilities. Although the estimates are based on best knowledge regarding the current conditions and actions taken by the Group, actual results may differ from the estimates. Adjustments to estimates are recognised during the reporting period in which the adjustment was made provided that such adjustment refers only to the given period or in subsequent periods if the adjustment affects both the current period and subsequent periods. The most important areas for which the Group makes estimates are presented below.

3.2 Impairment of assets

As at each balance sheet date, the Group determines whether there are any indications of impairment of a given financial asset or group of financial assets. In particular, the Group tests its past due receivables for impairment and writes down the estimated amount of doubtful and uncollectible receivables.

At each balance sheet date, the Group assesses whether there are objective indications of impairment of other assets, including intangible assets. Impairment is recognised when it is highly likely that all or a significant part of the respective assets will not bring about the expected economic benefits, e.g. as a result of expiry of licences or decommissioning.

Deferred income tax assets

At each balance sheet date, the Parent Company assesses the likelihood of settlement of unused tax credits with the estimated future taxable profit, and recognises the deferred tax asset only to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilized.

Period for settlement of the deferred tax asset

The Group recognises a deferred tax asset based on the assumption that a tax profit will be generated in the future enabling its utilisation. Deterioration in tax results in the future might result in the assumption becoming unjustified. The deferred tax asset relates mainly to the losses generated by foreign operations and subsidiaries in the initial period of their operation recognised in the balance sheet. The Group analyses the possibility of recognising such assets, taking into consideration local tax regulations, and analyses future tax budgets assessing the possibility of recovering these assets.

3.3 Fair value measurement

Information on estimates relative to fair value measurement is presented in note 34 – Risk management.

3.4 Other estimates

Provisions for liabilities connected with retirement, pension and death benefits are calculated using the actuarial method by an independent actuary as the current value of the Group's future amounts due to employees, based on their employment and salaries as at the balance sheet date. The calculation of the provision amount is based on a number of assumptions, regarding both macroeconomic conditions and employee turnover, risk of death, and others.

Provision for unused holidays is calculated on the basis of the estimated payment of holiday benefits, based on the number of unused holidays, and remuneration as at the balance sheet date.

Provisions for legal risk are determined individually based on the circumstances of a given case. The Company assesses the chance of winning particular case and consequently assesses the need of establishment of provision in case of a loss in relations to all court cases.

4. Adopted accounting principles

The accounting policies applied in the preparation of the interim condensed consolidated financial statements are consistent with the accounting policies applied in the preparation of the annual consolidated financial statements for the financial year ended 31 December 2022, except for the new or amended standards and new interpretations binding for the annual periods starting on or after 1 January 2023.

5. Seasonality of operations

The Group's operations are not seasonal.

6. Operating income

6.1 Result of operations in financial instruments

THREE-MONTH
PERIOD ENDED
THREE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
(IN PLN'000) 30.09.2023 30.09.2022 30.09.2023 30.09.2022
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
Financial instruments (CFD)
Index CFDs 73 133 150 892 509 412 568 788
Commodity CFDs 137 259 111 421 460 881 408 911
Currency CFDs 63 968 124 222 129 044 238 690
Stock and ETF CFDs 12 219 12 550 21 584 35 699
Bond CFDs 480 1 778 1 173 548
Total CFDs 287 059 400 863 1 122 094 1 252 636
Stocks and ETFs 961 441 7 506 2 592
Gross gain on transactions in financial
instruments 288 020 401 304 1 129 600 1 255 228
Bonuses and discounts paid to customers (1 175) (1 497) (7 118) (4 166)
Commission paid to cooperating brokers (13 902) (10 239) (36 856) (28 378)
Net gain on transactions in financial
instruments 272 943 389 568 1 085 626 1 222 684

Bonuses paid to clients are strictly related to trading in financial instruments by the customer with Group.

The Group concludes cooperation agreements with introducing brokers who receive commissions which depend on the trade generated under the cooperation agreements. The income generated and the costs incurred between the Group and particular brokers relate to the trade between the broker and customers that are not his customers.

6.2 Income from fees and charges

(IN PLN'000) THREE-MONTH THREE-MONTH NINE-MONTH NINE-MONTH
PERIOD ENDED PERIOD ENDED PERIOD ENDED PERIOD ENDED
30.09.2023 30.09.2022 30.09.2023 30.09.2022
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
Fees and charges from institutional clients 1 660 840 5 198 2 199
Fees and charges from retail clients 1 112 879 3 698 2 601
Total income from fees and charges 2 772 1 719 8 896 4 800

6.3 Geographical areas

(IN PLN'000) THREE-MONTH
PERIOD ENDED
THREE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
30.09.2023 30.09.2022 30.09.2023 30.09.2022
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
Operating income
Central and Eastern Europe 124 333 248 702 629 577 752 790
including Poland
-
57 166 193 053 449 799 526 245
Western Europe 84 197 75 104 275 970 293 888
Latin America * 37 190 49 613 108 122 155 271
Middle East** 30 001 17 870 80 904 25 554
Total operating income 275 721 391 289 1 094 573 1 227 503

* The subsidiary XTB International Ltd., with its seat in Belize, acquires clients from Latin America and the rest of the world (without Europe). The item excludes revenues of clients acquired by this company from the Middle East region.

** Revenue from clients from the Middle East, acquired by XTB International Ltd. With its seat in Belize and XTB MENA Limited with its seat in the United Arab Emirates.

The country from which the Group derives each time 20% and over of its revenue is Poland with a share of 41,1% (ninemonth period ended 30 September 2022: 42,9%). Due to the overall share in the Group's revenue Poland was set apart for presentation purposes within the geographical area. The share of other countries in the structure of the Group's revenue by geographical area does not in any case exceed 20%.

The Group breaks its revenue down into geographical area by country in which a given customer was acquired. The exception is the Middle East region, which also presents revenues from clients from this market acquired by the subsidiary XTB International Ltd. based in Belize.

7. Salaries and employee benefits

(IN PLN'000) THREE-MONTH
PERIOD ENDED
THREE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
30.09.2023 30.09.2022 30.09.2023 30.09.2022
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
Salaries (55 848) (41 987) (162 211) (120 311)
Social insurance and other benefits (5 738) (5 548) (20 118) (17 048)
Employee benefits (2 181) (1 501) (6 218) (4 655)
Total salaries and employee benefits (63 767) (49 036) (188 547) (142 014)

8. Marketing

(IN PLN'000) THREE-MONTH
PERIOD ENDED
THREE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
30.09.2023 30.09.2022 30.09.2023 30.09.2022
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
Marketing online (48 716) (36 937) (159 028) (120 704)
Marketing offline (9 851) (11 635) (35 778) (33 129)
Competitions for clients (18) (7) (37) (58)
Total marketing (58 585) (48 579) (194 843) (153 891)

Marketing activities carried out by the Group are mainly focused on Internet marketing, which is also supported by other marketing activities.

9. Other external services

THREE-MONTH
PERIOD ENDED
THREE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
(IN PLN'000) 30.09.2023 30.09.2022 30.09.2023 30.09.2022
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
Support database systems (6 358) (5 333) (18 479) (13 660)
Legal and advisory services (3 921) (2 284) (9 169) (5 407)
Market data delivery (2 718) (2 196) (8 115) (6 754)
Internet and telecommunications (901) (1 086) (2 914) (2 918)
Accounting and audit services (526) (552) (1 921) (1 723)
IT support services (369) (12) (1 723) (658)
Recruitment (475) (704) (1 637) (2 207)
Translation (40) (48) (139) (123)
Postal and courier services (50) (67) (132) (216)
Other external services (131) (455) (1 267) (1 436)
Total other external services (15 489) (12 737) (45 496) (35 102)

10. Commission expenses

(IN PLN'000) THREE-MONTH
PERIOD ENDED
THREE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
30.09.2023 30.09.2022 30.09.2023 30.09.2022
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
Bank commissions (11 711) (11 108) (35 273) (34 982)
Stock exchange fees and charges (2 739) (1 806) (7 939) (5 337)
Commissions of foreign brokers (126) (81) (349) (266)
Total commission expenses (14 576) (12 995) (43 561) (40 585)

11. Finance income and costs

(IN PLN'000) THREE-MONTH THREE-MONTH NINE-MONTH NINE-MONTH
PERIOD ENDED PERIOD ENDED PERIOD ENDED PERIOD ENDED
30.09.2023 30.09.2022 30.09.2023 30.09.2022
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
Interest income at amortized cost 12 563 9 010 48 838 9 402
Income on bonds 6 686 4 001 24 191 4 944
Foreign exchange gains - 19 029 - 35 289
Other finance income 42 41 92 177
Total finance income 19 291 32 081 73 121 49 812
(IN PLN'000) THREE-MONTH
PERIOD ENDED
30.09.2023
(UNAUDITED)
THREE-MONTH
PERIOD ENDED
30.09.2022
(UNAUDITED)
NINE-MONTH
PERIOD ENDED
30.09.2023
(UNAUDITED)
NINE-MONTH
PERIOD ENDED
30.09.2022
(UNAUDITED)
Foreign exchange losses 14 778 - (3 699) -
Interest paid under lease agreements (264) (210) (754) (646)
Other interest (28) (65) (55) (131)
Other finance costs (2) (2) (44) (12)
Total finance costs 14 484 (277) (4 552) (789)

Foreign exchange differences relate to unrealised differences on the measurement of balance sheet items denominated in a currency other than the functional currency.

12. Segment information

For management reporting purposes, the Group's operations are divided into the following two business segments:

    1. Retail operations, which include the provision of trading in financial instruments for individual customers.
    1. Institutional activity, which includes the provision of trading in financial instruments and offering trade infrastructure to entities (institutions), which in turn provide services of trading in financial instruments for their own customers under their own brand.

These segments do not aggregate other lower-level segments. The management monitors the results of the operating segments separately, in order to decide on the implementation of strategies, allocation of resources and performance assessment. Operations in segment are assessed on the basis of segment profitability and its impact on the overall profitability reported in the financial statements.

Transfer prices between operating segments are based on market prices, according to the principles similar to those applied in settlements with unrelated parties.

The Group concludes transactions only with external clients. Transactions between operating segments are not concluded.

Valuation of assets and liabilities, incomes and expenses of segments is based on the accounting policies applied by the Company.

The Group does not allocate financial activity and corporate income tax burden on business segments.

CONSOLIDATED COMPREHENSIVE INCOME STATEMENT
FOR THREE-MONTH
PERIOD ENDED
30.09.2023
(UNAUDITED)
(IN PLN'000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
CONSOLIDATED
COMPREHENSIVE
INCOME STATEMENT
Net result on transactions in financial instruments 272 965 (22) 272 943 272 943
CFDs
Index CFDs 79 192 (6
059)
73 133 73 133
Commodity CFDs 132 870 4 389 137 259 137 259
Currency CFDs 62 362 1 606 63 968 63 968
Stock and ETF CFDs 12 219 - 12 219 12 219
Bond CFDs 438 42 480 480
Stocks and ETFs 961 - 961 961
Bonuses and discounts paid to customers (1 175) - (1 175) (1 175)
Commission paid to cooperating brokers (13 902) - (13 902) (13 902)
Fee and commission income 1 112 1 660 2 772 2 772
Other income 6 - 6 6
Total operating income 274 083 1 638 275 721 275 721
Marketing (58 312) (273) (58 585) (58 585)
Salaries and employee benefits (63 349) (418) (63 767) (63 767)
Other external services (14 933) (556) (15 489) (15 489)
Commission expense (14 570) (6) (14 576) (14 576)
Amortization and depreciation (4 192) (4) (4 196) (4 196)
Taxes and fees (2 939) (8) (2 947) (2 947)
Cost of maintenance and lease of buildings (2 198) - (2 198) (2 198)
Other expenses (2 880) (328) (3 208) (3 208)
Total operating expenses (163 373) (1 593) (164 966) (164 966)
Operating profit 110 710 45 110 755 110 755
Finance income - - - 19 291
Finance costs - - - 14 484
Profit before tax - - - 144 530
Income tax - - - (23 403)
Net profit - - - 121 127

CONSOLIDATED COMPREHENSIVE INCOME STATEMENT
FOR NINE-MONTH
PERIOD ENDED 30.09.2023 (UNAUDITED)
(IN PLN'000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
CONSOLIDATED
COMPREHENSIVE
INCOME STATEMENT
Net result on transactions in financial instruments 1
011 031
74 595 1
085 626
1
085 626
CFDs
Index CFDs 467 941 41 471 509 412 509 412
Commodity CFDs 431 034 29 847 460 881 460 881
Currency CFDs 125 855 3 189 129 044 129 044
Stock and ETF CFDs 21 584 - 21 584 21 584
Bond CFDs 1 085 88 1 173 1 173
Stocks and ETFs 7 506 - 7 506 7 506
Bonuses and discounts paid to customers (7 118) - (7 118) (7 118)
Commission paid to cooperating brokers (36 856) - (36 856) (36 856)
Fee and commission income 3 698 5 198 8 896 8 896
Other income 51 - 51 51
Total operating income 1
014 780
79 793 1
094 573
1
094 573
Marketing (193 877) (966) (194 843) (194 843)
Salaries and employee benefits (186 517) (2 030) (188 547) (188 547)
Other external services (43 783) (1 713) (45 496) (45 496)
Commission expense (43 546) (15) (43 561) (43 561)
Amortization and depreciation (11 904) (22) (11 926) (11 926)
Taxes and fees (8 815) (21) (8 836) (8 836)
Cost of maintenance and lease of buildings (5 973) - (5 973) (5 973)
Other expenses (6 954) (426) (7 380) (7 380)
Total operating expenses (501 369) (5 193) (506 562) (506 562)
Operating profit 513 411 74 600 588 011 588 011
Finance income - - - 73 121
Finance costs - - - (4 552)
Profit before tax - - - 656 580
Income tax - - - (114 456)
Net profit - - - 542 124

ASSETS AND LIABILITIES AS AT 30.09.2023
(UNAUDITED)
(IN PLN'000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
CONSOLIDATED
STATEMENT OF
FINANCIAL
POSITION
Customers' cash and cash equivalents 1
957 932
119 892 2
077 824
2
077 824
Financial assets at fair value through P&L 946 976 30 321 977 297 977 297
Other assets 1
347 483
759 1
348 242
1
348 242
Total assets 4
252 391
150 972 4
403 363
4
403 363
Amounts due to customers 2
460 395
133 702 2
594 097
2
594 097
Financial liabilities held for trading 96 332 5 946 102 278 102 278
Other liabilities 229 903 - 229 903 229 903
Total liabilities 2
786 630
139 648 2
926 278
2
926 278
ASSETS AND LIABILITIES AS AT 31.12.2022 (AUDITED)
(IN PLN'000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
CONSOLIDATED
STATEMENT OF
FINANCIAL POSITION
Customers' cash and cash equivalents 1 852 516 85 987 1 938 503 1 938 503
Financial assets at fair value through P&L 823 687 18 822 842 509 842 509
Other assets 1 332 037 1 274 1 333 311 1 333 311
Total assets 4 008 240 106 083 4 114 323 4 114 323
Amounts due to customers 2 215 470 112 258 2 327 728 2 327 728
Financial liabilities held for trading 115 321 (9 769) 105 552 105 552
Other liabilities 174 974 - 174 974 174 974
Total liabilities 2 505 765 102 489 2 608 254 2 608 254

CONSOLIDATED COMPREHENSIVE INCOME STATEMENT
FOR THREE-MONTH
PERIOD ENDED 30.09.2022 (UNAUDITED)
(IN PLN'000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
CONSOLIDATED
COMPREHENSIVE
INCOME STATEMENT
Net result on transactions in financial instruments 369 979 19 589 389 568 389 568
CFDs
Currency CFDs 145 052 5 840 150 892 150 892
Commodity CFDs 118 355 5 867 124 222 124 222
Index CFDs 103 593 7 828 111 421 111 421
Bond CFDs 12 550 - 12 550 12 550
Stock and ETF CFDs 1 724 54 1 778 1 778
Stocks and ETFs 441 - 441 441
Bonuses and discounts paid to customers (1 497) - (1 497) (1 497)
Commission paid to cooperating brokers (10 239) - (10 239) (10 239)
Fee and commission income 879 840 1 719 1 719
Other income 2 - 2 2
Total operating income 370 860 20 429 391 289 391 289
Salaries and employee benefits (48 437) (599) (49 036) (49 036)
Marketing (48 335) (244) (48 579) (48 579)
Commission expense (12 992) (3) (12 995) (12 995)
Other external services (12 569) (168) (12 737) (12 737)
Amortization and depreciation (3 069) (11) (3 080) (3 080)
Taxes and fees (2 895) (4) (2 899) (2 899)
Cost of maintenance and lease of buildings (1 958) - (1 958) (1 958)
Other expenses (1 303) 41 (1 262) (1 262)
Total operating expenses (131 558) (988) (132 546) (132 546)
Operating profit 239 302 19 441 258 743 258 743
Finance income - - - 32 081
Finance costs - - - (277)
Profit before tax - - - 290 547
Income tax - - - (54 328)
Net profit - - - 236 219

CONSOLIDATED COMPREHENSIVE INCOME STATEMENT
FOR NINE-MONTH
PERIOD ENDED
30.09.2022
(UNAUDITED)
(IN PLN'000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
CONSOLIDATED
COMPREHENSIVE
INCOME STATEMENT
Net result on transactions in financial instruments 1 204 533 18 151 1 222 684 1 222 684
CFDs
Index CFDs 567 944 844 568 788 568 788
Commodity CFDs 396 325 12 586 408 911 408 911
Currency CFDs 233 847 4 843 238 690 238 690
Stock and ETF CFDs 35 699 - 35 699 35 699
Bond CFDs 670 (122) 548 548
Stocks and ETFs 2 592 - 2 592 2 592
Bonuses and discounts paid to customers (4 166) - (4 166) (4 166)
Commission paid to cooperating brokers (28 378) - (28 378) (28 378)
Fee and commission income 2 601 2 199 4 800 4 800
Other income 19 - 19 19
Total operating income 1 207 153 20 350 1 227 503 1 227 503
Marketing (153 226) (665) (153 891) (153 891)
Salaries and employee benefits (140 556) (1 458) (142 014) (142 014)
Commission expense (40 576) (9) (40 585) (40 585)
Other external services (34 266) (836) (35 102) (35 102)
Amortization and depreciation (8 714) (21) (8 735) (8 735)
Taxes and fees (7 632) (13) (7 645) (7 645)
Cost of maintenance and lease of buildings (5 923) - (5 923) (5 923)
Other expenses (6 288) (149) (6 437) (6 437)
Total operating expenses (397 181) (3 151) (400 332) (400 332)
Operating profit 809 972 17 199 827 171 827 171
Finance income - - - 49 812
Finance costs - - - (789)
Profit before tax - - - 876 194
Income tax - - - (160 405)
Net profit - - - 715 789

ASSETS AND LIABILITIES AS AT 30.09.2022
(UNAUDITED)
(IN PLN'000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
CONSOLIDATED
STATEMENT OF
FINANCIAL POSITION
Customers' cash and cash equivalents 1 771 437 90 313 1 861 750 1 861 750
Financial assets at fair value through P&L 934 427 23 273 957 700 957 700
Other assets 1 356 691 370 1 357 061 1 357 061
Total assets 4 062 555 113 956 4 176 511 4 176 511
Amounts due to customers 2 264 982 106 073 2 371 055 2 371 055
Financial liabilities held for trading 124 051 7 520 131 571 131 571
Other liabilities 211 521 1 211 522 211 522
Total liabilities 2 600 554 113 594 2 714 148 2 714 148

13. Cash and cash equivalents

Broken down by type:

(IN PLN'000) 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
Cash in current accounts in bank and their equivalents 3 314 269 2 853 883 2 821 441
Short-term deposits in bank - 307 119 300 000
Cash and cash equivalents in total 3 314 269 3 161 002 3 121 441

The Group classifies as cash equivalents short-term deposits with maturities of less than 3 months and accrued interest thereon. Other deposits, i.e., with maturity over 3 months, together with interest, are presented in the item "Short-term deposits in bank".

Own cash and restricted cash – customers' cash:

(IN PLN'000) 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
Customers' cash and cash equivalents 2 077 824 1 938 503 1 861 750
Own cash and cash equivalents 1 236 445 1 222 499 1 259 691
Cash and cash equivalents in total 3 314 269 3 161 002 3 121 441

Customers' cash and cash equivalents include the value of clients' open transactions.

14. Financial assets at fair value through P&L

(IN PLN'000) 30.09.2023 31.12.2022 30.09.2022
(UNAUDITED) (AUDITED) (UNAUDITED)
CFDs
Commodity CFDs 195 838 120 387 115 354
Index CFDs 161 162 157 533 232 586
Currency CFDs 116 631 98 145 133 600
Stock and ETF CFDs 93 481 91 867 111 904
Bond CFDs 419 2 219 2 054
Debt instruments 392 681 362 074 352 021
Stocks and ETFs 17 085 10 284 10 181
Total financial assets at fair value through P&L 977 297 842 509 957 700

Detailed information on the estimated fair value of the instrument is presented in note 34.1.1.

15. Financial assets at amortised cost

(IN PLN'000) 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
Trade receivables 18 038 21 058 23 827
Amounts due from the Central Securities Depository of Poland 13 492 13 650 7 089
Receivables due from clients 8 224 5 990 6 315
Deposits 5 190 5 640 4 552
Statutory receivables 1 303 1 648 1 732
Gross other receivables 46 247 47 986 43 515
Impairment write-downs of receivables (601) (843) (517)
Impairment write-downs of receivables due from clients (7 436) (5 468) (5 793)
Total net other receivables 38 210 41 675 37 205

Movements in impairment write-downs of receivables

(IN PLN'000) 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
Impairment write-downs of receivables – at the beginning of the
reporting period
(6 311) (5 181) (5 181)
Write-downs recorded (1 926) (1 645) (1 642)
Write-downs reversed 537 193 193
Write-downs utilized (337) 322 322
Impairment write-downs of receivables – at the end of the
reporting period
(8 037) (6 311) (6 308)

Write-downs of receivables in 2023 and 2022 resulted from the debit balances which arose in customers' accounts in those periods.

16. Intangible assets

Intangible assets in the period from 1 January 2023 to 30 September 2023 (UNAUDITED)

(IN PLN'000) LICENCES FOR COMPUTER
SOFTWARE
INTANGIBLE ASSETS
MANUFACTURED INTERNALLY
OTHER
INTANGIBLE
ASSETS
TOTAL
Gross value as at 1 January 2023 6 405 10 792 4 814 22 011
Additions 106 - - 106
Sale and scrapping (5) - - (5)
Net foreign exchange differences (13) - - (13)
Gross value as at 30 September
2023
6 493 10 792 4 814 22 099
Accumulated amortization as at 1 January 2023 (5 069) (10 792) (4 709) (20 570)
Amortization for the current period (264) - (19) (283)
Sale and scrapping 5 - - 5
Net foreign exchange differences 12 - - 12
Accumulated amortization as at 30 September
2023
(5 316) (10 792) (4 728) (20 836)
Net book value as at 1 January 2023 1 336 - 105 1 441
Net book value as at 30 September
2023
1 177 - 86 1 263

Intangible assets manufactured internally relate to a financial instrument trading platform and applications compatible with this platform. Other intangible assets relate to the separated licence value under the acquisition of the subsidiary described in note 1.2 and client base purchased by XTB International. Client base was purchased on 18 April 2017 from company in Chile for the amount of USD 540 thousand.

Intangible assets in the period from 1 January 2022 to 31 December 2022 (AUDITED)

(IN PLN'000) LICENCES FOR COMPUTER
SOFTWARE
INTANGIBLE ASSETS
MANUFACTURED INTERNALLY
OTHER
INTANGIBLE
ASSETS
TOTAL
Gross value as at 1 January 2022 5 422 10 792 4 814 21 028
Additions 1 117 - - 1 117
Sale and scrapping (132) - - (132)
Net foreign exchange differences (2) - - (2)
Gross value as at 31 December 2022 6 405 10 792 4 814 22 011
Accumulated amortization as at 1 January 2022 (4 968) (10 792) (4 683) (20 443)
Amortization for the current period (235) - (26) (261)
Sale and scrapping 132 - - 132
Net foreign exchange differences 2 - - 2
Accumulated amortization as at 31 December 2022 (5 069) (10 792) (4 709) (20 570)
Net book value as at 1 January 2022 454 - 131 585
Net book value as at
31 December 2022
1 336 - 105 1 441

Intangible assets manufactured internally relate to a financial instrument trading platform and applications compatible with this platform. Other intangible assets relate to the separated licence value under the acquisition of the subsidiary described in note 1.2 and client base purchased by XTB International. Client base was purchased on 18 April 2017 from company in Chile for the amount of USD 540 thousand.

Intangible assets in the period from 1 January 2022 to 30 September 2022 (UNAUDITED)

(IN PLN'000) LICENCES FOR COMPUTER
SOFTWARE
INTANGIBLE ASSETS
MANUFACTURED INTERNALLY
OTHER
INTANGIBLE
ASSETS
TOTAL
Gross value as at 1 January 2022 5 422 10 792 4 814 21 028
Additions 709 - - 709
Sale and scrapping (2) - - (2)
Net foreign exchange differences 10 - - 10
Gross value as at 30 September
2022
6 139 10 792 4 814 21 745
Accumulated amortization as at 1 January 2022 (4 968) (10 792) (4 683) (20 443)
Amortization for the current period (164) - (19) (183)
Sale and scrapping 2 - - 2
Net foreign exchange differences (10) - - (10)
Accumulated amortization as at 30 September
2022
(5 140) (10 792) (4 702) (20 634)
Net book value as at 1 January 2022 454 - 131 585
Net book value as at 30 September
2022
999 - 112 1 111

Intangible assets manufactured internally relate to a financial instrument trading platform and applications compatible with this platform. Other intangible assets relate to the separated licence value under the acquisition of the subsidiary described in note 1.2 and client base purchased by XTB International. Client base was purchased on 18 April 2017 from company in Chile for the amount of USD 540 thousand.

17. Property, plant and equipment

Property, plant and equipment in the period from 1 January 2023 to 30 September 2023 (UNAUDITED)

(IN PLN'000) COMPUTER
SYSTEMS
OTHER PROPERTY,
PLANT AND
EQUIPMENT
RIGHT TO USE
OFFICE
RIGHT TO USE
CAR
TANGIBLE FIXED
ASSETS UNDER
CONSTRUCTION
TOTAL
Gross value as at 1 January 2023 28 428 9 305 38 980 620 1 187 78 520
Additions 6 401 5 719 - - (877) 11 243
Lease - - 8 328 - - 8 328
Sale and scrapping (339) (699) (5 370) (65) - (6 473)
Net foreign exchange differences (82) (55) (332) (10) (12) (491)
Gross value as at 30 September
2023
34 408 14 270 41 606 545 298 91 127
Accumulated amortization as at 1 January 2023 (17 188) (4 431) (11 353) (245) - (33 217)
Amortization for the current period (3 867) (1 274) (6 413) (89) - (11 643)
Sale and scrapping 362 589 3 763 65 - 4 779
Net foreign exchange differences 62 41 157 4 - 264
Accumulated amortization as at 30 September
2023
(20 631) (5 075) (13 846) (265) - (39 817)
Net book value as at 1 January 2023 11 240 4 874 27 627 375 1 187 45 303
Net book value as at 30 September
2023
13 777 9 195 27 760 280 298 51 310

Property, plant and equipment in the period from 1 January 2022 to 31 December 2022 (AUDITED)

(IN PLN'000) COMPUTER
SYSTEMS
OTHER PROPERTY,
PLANT AND
EQUIPMENT
RIGHT TO USE
OFFICE
RIGHT TO USE
CAR
TANGIBLE FIXED
ASSETS UNDER
CONSTRUCTION
TOTAL
Gross value as at 1 January 2022 19 436 8 385 12 347 413 336 40 917
Additions 9 702 2 072 - - 851 12 625
Lease - - 27 731 297 - 28 028
Sale and scrapping (758) (1 243) (1 622) (102) - (3 725)
Net foreign exchange differences 48 91 524 12 - 675
Gross value as at 31 December 2022 28 428 9 305 38 980 620 1 187 78 520
Accumulated amortization as at 1 January 2022 (14 626) (4 489) (5 373) (223) - (24 711)
Amortization for the current period (3 293) (941) (7 387) (115) - (11 736)
Sale and scrapping 752 1 055 1 600 101 - 3 508
Net foreign exchange differences (21) (56) (193) (8) - (278)
Accumulated amortization as at 31 December 2022 (17 188) (4 431) (11 353) (245) - (33 217)
Net book value as at 1 January 2022 4 810 3 896 6 974 190 336 16 206
Net book value as at 31 December 2022 11 240 4 874 27 627 375 1 187 45 303

Property, plant and equipment in the period from 1 January 2022 to 30 September 2022 (UNAUDITED)

(IN PLN'000) COMPUTER
SYSTEMS
OTHER PROPERTY,
PLANT AND
EQUIPMENT
RIGHT TO USE
OFFICE
RIGHT TO USE
CAR
TANGIBLE FIXED
ASSETS UNDER
CONSTRUCTION
TOTAL
Gross value as at 1 January 2022 19 436 8 385 12 347 413 336 40 917
Additions 5 718 1 968 - - (329) 7 357
Lease - - 20 527 306 - 20 833
Sale and scrapping (478) (778) (1 551) (105) - (2 912)
Net foreign exchange differences 147 241 1 142 26 - 1
556
Gross value as at 30 September
2022
24 823 9 816 32 465 640 7 67 751
Accumulated amortization as at 1 January 2022 (14 626) (4 489) (5 373) (223) - (24 711)
Amortization for the current period (2 297) (647) (5 523) (85) - (8 552)
Sale and scrapping 473 590 1 528 104 - 2 695
Net foreign exchange differences (106) (175) (548) (18) - (847)
Accumulated amortization as at 30 September
2022
(16 556) (4 721) (9 916) (222) - (31 415)
Net book value as at 1 January 2022 4 810 3 896 6 974 190 336 16 206
Net book value as at 30 September
2022
8 267 5 095 22 549 418 7 36 336

Non-current assets by geographical area

(IN PLN'000) 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
Non-current assets
Central and Eastern Europe 38 679 31 773 29 470
including Poland
-
31 086 31 013 28 719
Western Europe 12 172 13 911 6 754
Latin America and Turkey 1 722 1 060 1 223
Total non-current assets 52 573 46 744 37 447

18. Amounts due to customers

(IN PLN'000) 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
Amounts due to retail customers 2 460 395 2 215 470 2 264 010
Amounts due to institutional customers 133 702 112 258 107 045
Total amounts due to customers 2 594 097 2 327 728 2 371 055

Amounts due to customers are connected with transactions concluded by the customers (including cash deposited in the customers' accounts).

19. Financial liabilities held for trading

(IN PLN'000) 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
Financial instruments (CFD)
Stock and ETF CFDs 36 206 32 030 46 245
Commodity CFDs 23 619 17 791 18 696
Currency CFDs 23 006 20 507 19 455
Index CFDs 19 381 35 118 46 985
Bond CFDs 66 106 190
Total financial liabilities held for trading 102 278 105 552 131 571

20. Liabilities due to lease

(IN PLN'000) 30.09.2023 31.12.2022 30.09.2022
(UNAUDITED) (AUDITED) (UNAUDITED)
Short- term 9 009 6 600 5 924
Long- term 22 636 23 850 19 813
Total liabilities due to lease 31 645 30 450 25 737

The Company is a lessee in the case of lease agreements for office space and cars. The value of the leased item is presented in Note 17.

21. Other liabilities

30.09.2023 31.12.2022 30.09.2022
(IN PLN'000) (UNAUDITED) (AUDITED) (UNAUDITED)
Provisions for other employee benefits 40 399 37 959 35 557
Liabilities due to brokers 28 873 2 550 17 582
Trade liabilities 28 780 30 035 27 904
Statutory liabilities 10 762 7 452 8 185
Amounts due to the Central Securities Depository of Poland 3 620 256 4 603
Liabilities due to employees 657 1 453 765
Liabilities due to shareholders 9 - -
Total other liabilities 113 100 79 705 94 596

Liabilities under employee benefits include estimates, as at the balance sheet date, of bonuses for the reporting period, including from the Program of variable remuneration elements, as well as the provision for unused holiday leave, established in the amount of projected benefits, which the Group is obligated to pay in the event of payment of holiday equivalents.

Program of variable remuneration elements

Pursuant to the Variable Remuneration Elements policy applied by the Parent Company, the employees of the Parent Company in the top management positions receive annually variable remuneration paid in cash and in financial instruments.

The value of provisions for employee benefits includes variable remuneration granted in cash and based on financial instruments, deferred for payment in three consecutive years.

As at 30 September 2023, salaries and employee benefits included the provision for variable remuneration elements in the amount of PLN 13 092 thousand, as at 31 December 2022 in the amount of PLN 6 604 thousand and as at 30 September 2022 in the amount of PLN 6 458 thousand.

On 31 July 2023, XTB established an Incentive Program for persons whose professional activity has a significant impact on the Parent Company's risk profile. Under this program, XTB will offer its participants ordinary bearer shares of a new issue in the increased share capital of the Parent Company. The shares will be offered as part of the Variable Remuneration Elements awarded for the financial results achieved by XTB in the financial year for which the Actual Bonus is granted. Part of the benefits granted in the form of financial instruments, the value of which is related to the financial situation of the Parent Company, will be paid in cash within 3 years from the date of granting.

Due to the introduction of the Incentive Program at XTB S.A. and the issue of new shares, the capital of the parent company will be updated in the subsequent reporting periods.

22. Provisions for liabilities and contingent liabilities

22.1 Provisions for liabilities

(IN PLN'000) 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
Provisions for retirement benefits 219 215 191
Provisions for legal risk 4 701 4 041 4 211
Total provisions 4 920 4 256 4 402

Provisions for retirement benefits are established on the basis of an actuarial valuation carried out in accordance with the applicable regulations and agreements connected with obligatory retirement benefits to be covered by the employer.

Provisions for legal risk include expected amounts of payments to be made in connection with disputes to which the Group is a party. As at the date of preparation of these interim condensed consolidated financial statements, the Company is not able to specify when the above liabilities will be repaid. The information on the significant court proceedings, arbitration authority or public administration authority was described in point 5.2 of the Management Board report on the operations of the Group and Company. To the best of our knowledge and belief, the procedures described therein and the future resolution of these proceedings in the context of a possible impact on other clients of the Group do not have a material impact on these interim condensed consolidated financial statements.

Movements in provisions in the period from 1 January 2023 to 30 September 2023 (UNAUDITED)

VALUE AS AT
01.01.2023
INCREASES DECREASES
(IN PLN'000) USE REVERSAL 30.09.2023
Provisions for retirement benefits 215 4 - - 219
Provisions for legal risk 4 041 1 179 331 188 4 701
Total provisions 4 256 1 183 331 188 4 920

Movements in provisions in the period from 1 January 2022 to 31 December 2022 (AUDITED)

VALUE AS AT
01.01.2022
INCREASES DECREASES VALUE AS AT
(IN PLN'000) USE REVERSAL 31.12.2022
Provisions for retirement benefits 177 38 - - 215
Provisions for legal risk 4 788 694 1 380 61 4 041
Total provisions 4 965 732 1 380 61 4 256

Movements in provisions in the period from 1 January 2022 to 30 September 2022 (UNAUDITED)

VALUE AS AT DECREASES VALUE AS AT
(IN PLN'000) 01.01.2022 INCREASES USE REVERSAL 30.09.2022
Provisions for retirement benefits 177 14 - - 191
Provisions for legal risk 4 788 836 1 380 33 4 211
Total provisions 4 965 850 1 380 33 4 402

22.2 Contingent liabilities

The Group is party to a number of court proceedings associated with the Group's operations. The proceedings in which the Group acts as defendant relate mainly to employees' and customers' claims.

As at 30 September 2023 the total value of claims brought against the Group amounted to approx. PLN 20 085 thousand (as at 31 December 2022: PLN 16 282 thousand, as at 30 September 2022: PLN 15 225 thousand). Company has not created provisions for the above proceedings. In the assessment of the Group there is low probability of loss in these proceedings.

On 9 May 2014, the Parent Company issued a guarantee in the amount of PLN 66 thousand to secure an agreement concluded by a subsidiary XTB Limited, based in the UK and PayPal (Europe) Sarl & Cie, SCA based in Luxembourg. The guarantee was granted for the duration of the main contract, which was concluded for an indefinite period.

On 7 July 2017, the Parent Company issued a guarantee in the amount of PLN 5 881 thousand to secure the agreement concluded between subsidiary XTB Limited based in UK and Worldpay (UK) Limited, Worldpay Limited and Worldpay AP LTD based in UK. The guarantee was issued for the period of the agreement which was concluded for three years with the possibility of further extension.

23. Equity

Share capital structure as at 30 September 2023, 31 December 2022 and 30 September 2022

SERIES/ISSUE NUMBER OF NOMINAL VALUE OF SHARES NOMINAL VALUE OF ISSUE
SHARES (IN PLN) (IN PLN'000)
Series A 117 383 635 0,05 5 869

All shares in the Company have the same nominal value, are fully paid for, and carry the same voting and profit-sharing rights. No preference is attached to any share series. The shares are A-series ordinary registered shares.

Shareholding structure of the Parent Company

To the best Parent Company's knowledge, the shareholding structure of the Parent Company as at 30 September 2023 was as follows:

NUMBER OF
SHARES
NOMINAL VALUE OF SHARES
(IN PLN'000)
SHARE
XXZW Investment Group S.A. 71 629 794 3 581 61,02%
Other shareholders 45 753 841 2 288 38,98%
Total 117 383 635 5 869 100,00%

To the best Parent Company's knowledge, the shareholding structure of the Parent Company as at 31 December 2022 and 30 September 2022 was as follows:

NUMBER OF
SHARES
NOMINAL VALUE OF SHARES
(IN PLN'000)
SHARE
XXZW Investment Group S.A. 78 629 794 3 932 66,99%
Other shareholders 38 753 841 1 937 33,01%
Total 117 383 635 5 869 100,00%

Other capitals

Other capitals consist of:

  • supplementary capital in the total amount of PLN 71 608 thousand, mandatorily established from annual profit distribution to be used to cover potential losses that may occur in connection with the Company's operations, up to the amount of at least one third of the share capital, amounting to PLN 1 957 thousand and from surplus of the issue price over the nominal price in the amount of PLN 69 651 thousand, resulting from the capital increase in 2012 with a nominal value of PLN 348 thousand for the price of PLN 69 999 thousand,
  • reserve capital in the total amount of PLN 848 635 thousand, established from annual distribution of profit as resolved by the General Meeting of Shareholders to be used for financing of further operations of the Company or payment of dividend,
  • foreign exchange differences on translation, including foreign exchange of branches and foreign operations in the amount of PLN (584) thousand. A detailed presentation of exchange differences resulting from translation is presented in the table below.
(IN PLN'000) 30.09.2023 31.12.2022 30.09.2022
(UNAUDITED) (AUDITED) (UNAUDITED)
XTB Spółka Akcyjna branch in Germany 829 907 1 177
XTB International 600 322 3 637
XTB Limited (CY) 541 632 926
XTB MENA Limited 520 654 1 727
XTB Limited (UK) 502 361 1 041
XTB Spółka Akcyjna branch in France 296 343 507
XTB Spółka Akcyjna branch in Romania 279 290 319
XTB Spółka Akcyjna 78 201 534
XTB Spółka Akcyjna branch in Czech Republic 56 103 129
XTB Services Limited 32 39 194
XTB Spółka Akcyjna branch in Spain 30 46 121
XTB Spółka Akcyjna branch in Slovakia 11 19 51
XTB Spółka Akcyjna branch in Portugal 5 7 23
XTB Digital Ltd. (14) - -
XTB Africa (PTY) Ltd. (174) 5 122
XTB Agente de Valores SpA (461) (122) (130)
Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş. (3 714) (3 767) (3 738)
Total foreign exchange differences on translation (584) 40 6 640

24. Profit distribution and dividend

Pursuant to the decision of the General Shareholders' Meeting of the Parent Company, the net profit for 2022 in the amount of PLN 761 564 thousand was partially earmarked for the payment of a dividend in the amount of PLN 570 484 thousand, the remaining amount was transferred to reserve capital.

The amount of dividend per share paid for 2022 was equal to PLN 4,86. The dividend was paid on the 21 July 2023.

Pursuant to the decision of the General Shareholders' Meeting of the Parent Company, the net profit for 2021 in the amount of PLN 234 841 thousand was partially earmarked for the payment of a dividend in the amount of PLN 176 075 thousand, the remaining amount was transferred to reserve capital.

The amount of dividend per share paid for 2021 was equal to PLN 1,50. The dividend was paid on the 16 May 2022.

25. Earnings per share

Basic earnings per share are calculated by dividing the net profit for the period attributable to shareholders of the Parent Company by the weighted average number of ordinary shares outstanding during the period. When calculating both basic and diluted earnings per share, the Group uses the amount of net profit attributable to shareholders of the Parent Company as the numerator, i.e., there is no dilutive effect influencing the amount of profit (loss). The calculation of basic and diluted earnings per share, together with a reconciliation of the weighted average diluted number of shares is presented below.

THREE-MONTH
PERIOD ENDED
THREE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
(IN PLN'000) 30.09.2023
(UNAUDITED)
30.09.2022
(UNAUDITED)
30.09.2023
(UNAUDITED)
30.09.2022
(UNAUDITED)
Profit from continuing operations attributable to
shareholders of the Parent Company
121 127 236 219 542 124 715 789
Weighted average number of ordinary shares 117 383 635 117 383 635 117 383 635 117 383 635
Weighted average number of shares including
dilution effect
117 383 635 117 383 635 117 383 635 117 383 635
Basic net profit per share from continuing
operations for the year attributable to
shareholders of the Parent Company
1,03 2,01 4,62 6,10
Diluted net profit per share from continuing
operations for the year attributable to
shareholders of the Parent Company
1,03 2,01 4,62 6,10

26. Current income tax and deferred income tax

26.1 Current income tax

Income tax disclosed in the current period's profit and loss

(IN PLN'000) THREE-MONTH
PERIOD ENDED
30.09.2023
THREE-MONTH
PERIOD ENDED
30.09.2022
NINE-MONTH
PERIOD ENDED
30.09.2023
NINE-MONTH
PERIOD ENDED
30.09.2022
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
Income tax – current portion
Income tax for the reporting period (23 686) (42 577) (94 759) (117 590)
Income tax – deferred portion
Occurrence / reversal of temporary differences 283 (11 751) (19 697) (42 815)
Income tax disclosed in profit and loss (23 403) (54 328) (114 456) (160 405)

Reconciliation of the actual tax burden

(IN PLN'000) THREE-MONTH
PERIOD ENDED
THREE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
30.09.2023
(UNAUDITED)
30.09.2022
(UNAUDITED)
30.09.2023
(UNAUDITED)
30.09.2022
(UNAUDITED)
Profit before tax 144 530 290 547 656 580 876 194
Income tax based in the applicable tax rate of
19%
(27 460) (55 204) (124 750) (166 477)
Difference resulting from application of tax rates
applicable in other countries
312 455 851 1 221
Non-taxable revenue 1 645 231 710 277
Non-deductible expenses (1 915) (1 629) (3 039) (2 293)
Tax loss for the reporting period not disclosed in
the deferred tax
- (203) - (203)
Writing off tax losses activated in previous years 26 (4) - (475)
Other items affecting the tax burden amount 3 989 2 026 11 772 7 545
Income tax disclosed in profit or loss (23 403) (54 328) (114 456) (160 405)

26.2 Deferred income tax

26.2.1 Deferred income tax assets and deferred income tax provision

Change in the balance of deferred tax for the period from 1 January to 30 September 2023 (UNAUDITED)

(IN PLN'000) AS AT
01.01.2023
PROFIT
OR (LOSS)
AS AT
30.09.2023
Deferred income tax assets:
Cash and cash equivalents 70 (70) -
Property, plant and equipment 451 106 557
Financial liabilities held for trading 13 805 (3 135) 10 670
Provisions for liabilities 549 378 927
Prepayments and deferred costs 4 994 607 5 601
Other liabilities 6 877 (1 709) 5 168
Tax losses of previous periods to be settled in future
periods
7 619 (497) 7 122
Total deferred income tax assets 34 365 (4 320) 30 045
(IN PLN'000) AS AT
01.01.2023
PROFIT
OR (LOSS)
AS AT
30.09.2023
Deferred income tax provision:
Cash and cash equivalents 19 102 121
Financial assets at fair value through P&L 81 549 16 192 97 741
Other liabilities 638 305 943
Financial assets at amortised cost 1 853 (1 184) 669
Property, plant and equipment 335 (38) 297
Total deferred income tax provision 84 394 15 377 99 771
Deferred tax disclosed in profit or (loss) - (19 697) -
(IN PLN'000) AS AT
01.01.2023
INCLUDED
IN EQUITY
AS AT
30.09.2023
Deferred income tax assets included directly in the
equity:
Separate equity of branches 838 (426) 412
Total deferred income tax assets included directly in
the equity
838 (426) 412

Change in the balance of deferred tax for the period from 1 January to 31 December 2022 (AUDITED)

(IN PLN'000) AS AT
01.01.2022
PROFIT
OR (LOSS)
AS AT
31.12.2022
Deferred income tax assets:
Cash and cash equivalents 23 47 70
Property, plant and equipment 24 427 451
Financial liabilities held for trading 18 969 (5 164) 13 805
Provisions for liabilities 468 81 549
Prepayments and deferred costs 2 521 2 473 4 994
Other liabilities 6 909 (32) 6 877
Tax losses of previous periods to be settled in future
periods
8 525 (906) 7 619
Total deferred income tax assets 37 439 (3 074) 34 365

(IN PLN'000) AS AT
01.01.2022
PROFIT
OR (LOSS)
AS AT
31.12.2022
Deferred income tax provision:
Cash and cash equivalents 25 (6) 19
Financial assets at fair value through P&L 59 249 22 300 81 549
Other liabilities 246 392 638
Financial assets at amortised cost 670 1 183 1 853
Property, plant and equipment 299 36 335
Total deferred income tax provision 60 489 23 905 84 394
Deferred tax disclosed in profit or (loss) - (26 979) -
(IN PLN'000) AS AT
01.01.2022
INCLUDED
IN EQUITY
AS AT
31.12.2022
Deferred income tax assets included directly in the
equity:
Separate equity of branches 674 164 838
Total deferred income tax assets included directly in
the equity
674 164 838

Change in the balance of deferred tax for the period from 1 January to 30 September 2022 (UNAUDITED)

(IN PLN'000) AS AT
01.01.2022
PROFIT
OR (LOSS)
AS AT
30.09.2022
Deferred income tax assets:
Cash and cash equivalents 23 111 134
Property, plant and equipment 24 469 439
Financial liabilities held for trading 18 969 (2 275) 16 694
Provisions for liabilities 468 77 545
Prepayments and deferred costs 2 521 2 293 4 814
Other liabilities 6 909 (43) 6 866
Tax losses of previous periods to be settled in future
periods
8 525 (499) 8 026
Total deferred income tax assets 37 439 133 37 572
(IN PLN'000) AS AT
01.01.2022
PROFIT
OR (LOSS)
AS AT
30.09.2022
Deferred income tax provision:
Cash and cash equivalents 25 46 71
Financial assets at fair value through P&L 59 249 42 009 101 258
Other liabilities 246 360 606
Financial assets at amortised cost 670 488 1 158
Property, plant and equipment 299 45 344
Total deferred income tax provision 60 489 42 948 103 437
Deferred tax disclosed in profit or (loss) - (42 815)
(IN PLN'000) AS AT
01.01.2022
INCLUDED
IN EQUITY
AS AT
30.09.2022
Deferred income tax assets included directly in the
equity:
Separate equity of branches 674 470 1 144
Total deferred income tax assets included directly in
the equity
674 470 1 144

Geographical division of deferred income tax assets

(IN PLN'000) 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
Deferred income tax assets
Central and Eastern Europe 89 233 255
Western Europe 7 127 7 636 8 044
Total deferred income tax assets 7 216 7 869 8 299

Data concerning the presentation of deferred income tax by country of origin and reconciliation of presentation in the statement of financial position as at 30 September 2023 (UNAUDITED):

DATA ACCORDING TO THE NATURE OF ORIGIN DATA PRESENTED IN THE STATEMENT OF
FINANCIAL POSITION
(IN PLN'000) DEFERRED INCOME
TAX ASSETS
DEFERRED INCOME
TAX PROVISION
DEFERRED INCOME
TAX ASSETS
DEFERRED INCOME
TAX PROVISION
Poland 22 672 98 875 - 76 203
Czech Republic 102 13 89 -
Slovakia 57 108 - 51
Germany 2 234 - 2 234 -
France 3 380 - 3 380 -
Great Britain 1 513 - 1 513 -
Chile 87 349 - 262
Belize - 838 - 838
Total 30 045 100 183 7 216 77 354

Data concerning the presentation of deferred income tax by country of origin and reconciliation of presentation in the statement of financial position as at 31 December 2022 (AUDITED):

DATA ACCORDING TO THE NATURE OF ORIGIN DATA PRESENTED IN THE STATEMENT OF
FINANCIAL POSITION
(IN PLN'000) DEFERRED INCOME
TAX ASSETS
DEFERRED INCOME
TAX PROVISION
DEFERRED INCOME
TAX ASSETS
DEFERRED INCOME
TAX PROVISION
Poland 26 364 84 202 - 57 838
Czech Republic 92 19 73 -
Slovakia 160 - 160 -
Germany 2 420 - 2 420 -
France 3 549 - 3 549 -
Great Britain 1 667 - 1 667 -
Chile 113 372 - 259
Belize - 639 - 639
Total 34 365 85 232 7 869 58 736

Data concerning the presentation of deferred income tax by country of origin and reconciliation of presentation in the statement of financial position as at 30 September 2022 (UNAUDITED):

(IN PLN'000) DATA ACCORDING TO THE NATURE OF ORIGIN DATA PRESENTED IN THE STATEMENT OF
FINANCIAL POSITION
DEFERRED INCOME
TAX ASSETS
DEFERRED INCOME
TAX PROVISION
DEFERRED INCOME
TAX ASSETS
DEFERRED INCOME
TAX PROVISION
Poland 28 906 103 532 - 74 626
Czech Republic 99 19 80 -
Slovakia 227 52 175 -
Germany 2 571 - 2 571 -
France 3 727 - 3 727 -
Great Britain 1 746 - 1 746 -
Chile 296 372 - 76
Belize - 606 - 606
Total 37 572 104 581 8 299 75 308

27. Related party transactions

27.1 Parent Company

As at 30 September 2023 XXZW Investment Group S.A. with its registered office in Luxembourg is the key shareholder of the Company, it holds 61,02% of shares and votes in the General Meeting as per Company's best knowledge. XXZW Investment Group S.A. prepares interim condensed consolidated financial statements.

Mr. Jakub Zabłocki is the ultimate parent company for the Company and XXZW Investment Group S.A.

27.2 Figures concerning related party transactions

As at 30 September 2023 the Group has liabilities to Mr Jakub Zabłocki in the amount of PLN 17 thousand due to his investment account (as at 31 December 2022 PLN 24 thousand, as at 30 September 2022 PLN 24 thousand). In the period from 1 January to 30 September 2023 the Group has noted loss from transactions with Mr Jakub Zabłocki in the amount PLN 3 thousand (in the analogical period of 2022 there was profit from transactions with Mr Jakub Zabłocki in amount of PLN 177). Moreover, Mr Jakub Zabłocki is employed on the basis of work contract in subsidiary in Great Britain. In the period from 1 January to 30 September 2023 the paid gross salary and bonuses amounted to PLN 2 448 thousand and in the analogical period of 2022 amounted to PLN 1 565 thousand.

Mr Hubert Walentynowicz receives salary on the basis of work contract. In the period from 1 January to 30 September 2023 the paid gross salary and bonuses amounted to PLN 473 thousand and in the analogical period of 2022 amounted to PLN 374 thousand.

As at 30 September 2023 the Group has liabilities to Mr Filip Kaczmarzyk in the amount of PLN 14 thousand due to his investment account. As at 31 December 2022 the Group has liabilities to Mr Filip Kaczmarzyk in the amount of PLN 72 thousand. As at 30 September 2022 the Group has liabilities to Mr Filip Kaczmarzyk in the amount of PLN 74 thousand.

As at 30 September 2023 the Group has liabilities to Mr Paweł Szejko in the amount of PLN 314 due to his investment account. As at 31 December 2022 the Group has liabilities to Mr Paweł Szejko in the amount of PLN 4 thousand. As at 30 September 2022 the Group has liabilities to Mr Paweł Szejko in the amount of PLN 171.

As at 30 September 2023 the Group has liabilities to Mr Jakub Kubacki in the amount of PLN 648 due to his investment account. As at 31 December 2022 the Group has liabilities to Mr Jakub Kubacki in the amount of PLN 15 thousand. As at 30 September 2022 the Group has liabilities to Mr Jakub Kubacki in the amount of PLN 1 thousand.

The table below presents the total number and nominal value of the Parent Company's shares held directly by the persons managing and supervising the Group, as at the 30 September 2023:

NAME AND SURNAME FUNCTION NUMBER OF
SHARES HELD
TOTAL NOMINAL VALUE OF
SHARES (in PLN)
Paweł Szejko Member of the Management Board 4 000 200
Jakub Kubacki Member of the Management Board 2 400 120

During the reporting period there was no changes in the ownership of the Company's shares by managing and supervising persons.

At the end of the reporting period and as at the date of submitting this report, the supervising persons did not have any shares or rights to the Parent Company's shares.

27.3 Benefits to Management Board and Supervisory Board

(IN PLN'000) THREE-MONTH
PERIOD
ENDED
THREE-MONTH
PERIOD
ENDED
NINE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
30.09.2023
(UNAUDITED)
30.09.2022
(UNAUDITED)
30.09.2023
(UNAUDITED)
30.09.2022
(UNAUDITED)
Benefits to the Management Board members (1 283) (2 049) (4 551) (5 614)
Benefits to the Supervisory Board members (96) (65) (226) (187)
Total benefits to the Management Board and
Supervisory Board
(1 379) (2 114) (4 777) (5 801)

These benefits include base salaries, bonuses, contributions to social security paid for by the employer and supplementary benefits (money bills, healthcare, holiday allowances).

Members of the Management Board of the Company are included in the scheme of variable remuneration elements specified in note 21 of the interim condensed consolidated financial statements.

27.4 Loans granted to the Management and Supervisory Board members

As at 30 September 2023, 31 December 2022 and 30 September 2022 there are no loans granted to the Management and Supervisory Board members.

28. Employment

Total employment in the Group as at 30 September 2023 was 1010 people, 860 people as at 31 December 2022 and 788 people as at 30 September 2022. The list does not include persons on maternity leave, parental leave and benefits (dismissals for more than 33 days).

29. Supplementary information and explanations to the interim condensed consolidated cash flow statement

29.1 Other adjustments

The "Other adjustments" item includes the following adjustments:

NINE-MONTH PERIOD
ENDED
NINE-MONTH PERIOD
ENDED
(IN PLN'000) 30.09.2023
(UNAUDITED)
30.09.2022
(UNAUDITED)
Change in the balance of differences from the conversion of branches
and subsidiaries
(624) 7 089
Foreign exchange differences on translation of movements in property,
plant and equipment, and intangible assets
228 (709)
Change in other adjustments (396) 6 380

Foreign exchange differences on translation of movements in tangible and intangible assets include the difference between the rates as at the opening balance and as at the closing balance adopted for valuation of the gross value of tangible and intangible assets in the Group's foreign entities and the difference between the rate applied to value amortization and depreciation cost of fixed assets and intangible assets in the Group's foreign entities and the rate of translation of amortization and depreciation amounts on such assets. This value results from the chart of movements in tangible and intangible assets.

29.2 Change in balance of other liabilities

The "Change in balance of other liabilities" item includes the following adjustments:

NINE-MONTH PERIOD
ENDED
NINE-MONTH PERIOD
ENDED
(IN PLN'000) 30.09.2023 30.09.2022
(UNAUDITED) (UNAUDITED)
Balance sheet change in other liabilities 3 465 (10 637)
Liabilities due to shareholders - 4 137
Change in balance of other liabilities 3 465 (6 500)

The change in balance of other liabilities consists of the balance sheet change in other liabilities and liabilities due to shareholders.

29.3 Details of (Profit) Loss from investing activity

The "(Profit) Loss on investment activity" item includes the following adjustments:

NINE-MONTH
PERIOD ENDED
NINE-MONTH
PERIOD ENDED
(IN PLN'000) 30.09.2023 30.09.2022
(UNAUDITED) (UNAUDITED)
Loss on liquidation and sale of fixed assets 1 694 217
Result of Bonds (24 192) (4 944)
Revenues from the sale of fixed assets (3) (3)
Deposits of own funds with a maturity period exceeding 3 months (300 000) -
(Profit) Loss on investment activity (322 501) (4 730)

30. Post balance sheet events

On 2 October 2023 the District Court for the Capital City of Warsaw registered an increase in the company's share capital through the issue of new shares, which will be offered to persons whose professional activities have a significant impact on the Company's risk profile and the exclusion of the subscription rights of existing shareholders. Due to the registered exchange, the Company's share capital currently amounts to PLN 5 878 462,55 and is divided into 117 383 635 series A shares with a nominal value of PLN 0,05 each and 185 616 series B shares with a nominal value of PLN 0,05.

Share capital structure as at 2 October 2023

SERIES/ISSUE NUMBER OF
SHARES
NOMINAL VALUE OF SHARES
(IN PLN)
NOMINAL VALUE OF ISSUE
(IN PLN'000)
Series A 117 383 635 0,05 5 869
Series B 185 616 0,05 9

Shareholding structure of the Parent Company as at 2 October 2023

NUMBER OF
SHARES
NOMINAL VALUE OF SHARES
(IN PLN'000)
SHARE
XXZW Investment Group S.A. 71 629 794 3 581 60,93%
Pozostali akcjonariusze 45 939 457 2 297 39,07%
Razem 117 569 251 5 878 100,00%

The table below presents the total number and nominal value of the Parent Company's shares held directly by the persons managing and supervising the Group, as at the date of submitting this report:

NAME AND SURNAME FUNCTION NUMBER OF TOTAL NOMINAL VALUE OF
SHARES HELD SHARES (in PLN)
Omar Arnaout Chairman of the Management Board 30 261 1 513
Filip Kaczmarzyk Member of the Management Board 21 182 1 059
Paweł Szejko Member of the Management Board 19 130 957
Jakub Kubacki Member of the Management Board 13 495 675
Andrzej Przybylski Member of the Management Board 5 547 277

As at the date of submission of this report, the following changes in the ownership of the Company's shares by managing and supervising persons took place:

  • on the 2 October 2023 Omar Arnaout acquired jointly 30 261 series B shares of Parent Company (the share subscription agreement was signed on 4 September 2023);
  • on the 2 October 2023 Filip Kaczmarzyk acquired jointly 21 182 series B shares of Parent Company (the share subscription agreement was signed on 4 September 2023);
  • on the 2 October 2023 Paweł Szejko acquired jointly 15 130 series B shares of Parent Company (the share subscription agreement was signed on 4 September 2023);

  • on the 2 October 2023 Jakub Kubacki acquired jointly 11 095 series B shares of Parent Company (the share subscription agreement was signed on 4 September 2023);
  • on the 2 October 2023 Andrzej Przybylski acquired jointly 5 547 series B shares of Parent Company (the share subscription agreement was signed on 5 September 2023).

On 4 October 2023 there was signed an agreement to purchase 90% of the shares of the company with the seat in Indonesia. Actual control and ownership of the company is subject to final approval from the local supervisor.

On 27 October 2023, the Management Board of the Warsaw Stock Exchange S.A. adopted a resolution on the admission and introduction to stock exchange trading on the main market of 185 616 series B ordinary bearer shares of the Company, with a nominal value of PLN 0,05 each.

31. Off-balance sheet items

31.1 Nominal value of financial instruments

(IN PLN'000) 30.09.2023 31.12.2022 30.09.2022
(UNAUDITED) (AUDITED) (UNAUDITED)
Index CFDs 4 082 665 3 575 327 2 962 338
Currency CFDs 3 020 771 2 165 605 2 573 828
Commodity CFDs 2 582 935 1 377 290 1 501 406
Stock and ETF CFDs 753 633 565 898 577 855
Bond CFDs 9 947 23 264 30 685
Total financial instruments 10 449 951 7 707 384 7 646 112

The nominal value of instruments presented in the chart above includes transactions with customers and brokers. As at 30 September 2023 transactions with brokers represent 4% of the total nominal value of instruments (as at 31 December 2022: 5% of the total nominal value of instruments, as at 30 September 2022: 4% of the total nominal value of instruments).

31.2 Customers' financial instruments

Presented below is a list of customers' instruments deposited in the accounts of the brokerage house:

(IN PLN'000) 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
Listed stocks, ETF and rights to stocks registered in customers'
securities accounts 4 883 502 3 445 190 3 182 565
Other securities registered in customers' securities accounts 207 207 207
Total customers' financial instruments 4 883 709 3 445 397 3 182 772

31.3 Transaction limits

The amount of unused transaction limits granted to related entities was as at 30 September 2023 PLN 14 141 thousand, as at 31 December 2022 PLN 14 178 thousand and as at 30 September 2022 was PLN 19 085 thousand.

32. Items regarding the compensation scheme

(IN PLN'000) 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
1. Contributions made to the compensation scheme
a) opening balance 10 569 7 412 7 412
increases
-
2 538 3 157 2 311
b) closing balance 13 107 10 569 9 723
2. XTB's share in the profits from the compensation scheme 1 025 626 485

33. Capital management

The Group's principles of capital management are established in the "Capital management policy at XTB S.A.". The document is approved by the Parent Company's Supervisory Board. The policy defines the basic concepts, objectives and rules which constitute the Parent Company's capital strategy. It specifies, in particular, long-term capital objectives, the current and preferred capital structure, contingency plans and basic elements of the internal capital estimation process. The policy is updated as appropriate so as to reflect the development in the Group and its business environment.

The objective of the capital management policy is to ensure balanced long-term growth for the shareholders and to maintain sufficient capital to enable the Group to operate in a prudent and efficient manner. This objective is attained by maintaining an appropriate capital base, taking into account the Group's risk profile and prudential regulations, as well as risk-based capital management in view of the operating goals.

Determination of capital-related goals is essential for equity management and serves as a basic reference in the context of capital planning, allocation and contingency plans. The Company establishes capital-related objectives which ensure a stable capital base, achievement of its capital strategy goals (in accordance with its general principles), and also match the Company's risk appetite. To establish its capital-related goals, the Company takes into consideration its strategic plans and expected growth of operations as well as external conditions, including the macroeconomic situation and other business environment factors. The capital-related goals are set for a horizon similar to that of the business strategy and are approved by the Management Board.

Capital planning is focused on an assessment of the Group's current and future capital requirements (both regulatory and internal), and on comparing them with the current and projected levels of available capital. The Group has prepared contingency plans to be launched in the event of a capital liquidity shortage, described in detail in the "Capital management policy at XTB S.A.".

As part of ICAAP, the Group assesses its internal capital in order to define the overall capital requirement to cover all significant risks in the Group's operations and evaluates its quality. The Group estimates internal capital necessary to cover identified significant risks in compliance with procedures adopted by the Group and taking into account stress test results.

The Parent Company is obligated to maintain the capitals (equity) to cover the higher of the following values:

  • capital requirements calculated in accordance with Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014 (IFR)
  • internal capital estimated in accordance with the Regulation of the Minister of Development and Finance of 8 December 2021 on the assessment of internal capital and liquid assets, risk management system, supervisory audit and evaluation, as well as remuneration policy in a brokerage house and a small brokerage house.

The capital requirement calculated in accordance with the IFR regulation is the highest of:

  • fixed overheads requirement
  • permanent minimum initial capital requirement
  • K-factor capital requirement

At date of preparation of the interim condensed consolidated financial statement the highest of the above values for the Parent Company is the K-factor capital requirement.

The parent company calculates own funds in accordance with Part Two of the European Parliament and of the Council (EU) 2019/2033 of 27 November 2019 on prudential requirements for investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575 / 2013, (EU) No 600/2014 and (EU) No 806/2014 ("IFR").

The principles for calculation of own funds are established in the CRR and IFR Regulations, "Procedure for calculating capital adequacy ratios of XTB S.A." the Parent company and are not regulated by IFRS.

The Group currently has only own funds of the best category - Tier I.

Prudential consolidation in accordance with IFR covers subsidiaries that are investment firms, financial institutions, ancillary services undertakings or tied agents. When applied to the Group, the Parent Company includes the following subsidiaries in prudential consolidation:

  • since 31st Nov 2015 XTB Limited (UK),
  • since 30th April 2017 XTB International,
  • since 31st July 2018 XTB Limited (CY),

  • since 31st July 2021 XTB MENA Limited,
  • since 31st August 2021 XTB Africa (PTY) Ltd and

Pursuant to the Act of 5 August 2015 on macroprudential supervision of the financial system and crisis management, from 1st Jan 2016 the Group was obliged to hold capital buffers requirement.

Due to entry into force of IFR Regulation from 26th June 2021, the Group is no longer required to maintain capital buffers under the Act on Macroprudential Supervision of the Financial System and Crisis Management in the Financial System of 5th August 2015.

Key values in capital management:

(IN PLN'000) 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
The Group's own funds 913 669 718 887 713 569
Tier I Capital 913 669 718 887 713 569
Common Equity Tier I capital 913 669 718 887 713 569
Total capital requirement IFR 542 761 329 563 441 717
Total capital ratio IFR 168.3% 218,1% 161,5%
Minimal required total capital ratio including buffers (article 100% 100% 100%
9 section1 letter c) of IFR)

The mandatory capital adequacy was not breached in the periods covered by the interim condensed consolidated financial statements.

The table below presents data on the level of capitals and on the total capital requirement divided into requirements due to specific types of risks calculated in accordance with separate regulations together with average values. Average values were calculated as an estimation of the average values calculated based on statuses at the end of specific days.

(IN PLN'000) AS AT
30.09.2023
(UNAUDITED)
AVERAGE VALUE IN
THE PERIOD
AS AT
31.12.2022
(AUDITED)
AS AT
30.09.2022
(UNAUDITED)
1. Own funds 913 669 786 182 718 887 713 569
1.1. Base capital Tier I without deductions 925 511 799 055 731 647 734 431
1.2. Items decreasing share capitals (11 842) (12 873) (12 760) (20 862)
I. Own funds 913 669 786 182 718 887 713 569
1. Risk to Client, including: 11 507 11 009 10 388 9 828
1.1. K-CMH 9 700 9 422 8 974 8 510
1.2. K-ASA 1 807 1 587 1 414 1 261
1.3. K-COH - - - 57
2. Risk to Market, including: 350 909 344 104 181 812 294 365
2.1. K-NPR 350 909 344 104 181 812 294 365
3. Risk to Firm, including: 180 345 171 320 137 363 137 523
3.1. K-TCD 177 548 168 463 134 592 134 759
3.2. K-DTF 2 797 2 857 2 771 2 764
II. Total K-factor capital requirement (IFR) 542 761 526 433 329 563 441 716

The parent company calculates the requirement for fixed indirect costs. However, it is significantly lower than the capital requirement for the K-factor.

34. Risk management

The Group is exposed to a variety of risks connected with its current operations. The purpose of risk management is to make sure that the Group takes risk in a conscious and controlled manner. Risk management policies are formulated in order to identify and measure the risks taken, as well as to establish appropriate limits to mitigate such risk on a regular basis.

At the strategy level, the Management Board is responsible for establishing and monitoring the risk management policy. All risks are monitored and controlled with regard to profitability of the operations as well as the level of capital necessary to ensure safety of operations from the capital requirement perspective.

A Risk Management Committee composed of members of the Supervisory Board has been established in the Parent Company. The tasks of the Committee include the development of a document on risk appetite, giving opinions on the risk management strategy, supporting the Supervisory Board in supervising the implementation of the risk management strategy by the Management Board, verifying the remuneration policy and its implementation rules in terms of adjusting the remuneration system to the risk faced by the Management Board. exposed brokerage house, to its capital, liquidity, and the probability and timing of earning income.

The Risk Control Department supports the Management Board in shaping, reviewing and updating the ICAAP rules in the event of the emergence of new types of risk, significant changes in the strategy and action plans. This department also monitors suitability and effectiveness of the implemented risk management system, identifies, monitors and controls the risks of the Group's own investments, determines the capital requirements and estimates internal capital. The Risk Control Department is headed by a Member of the Management Board who exercises permanent supervision over the risk management system in the Company.

The Risk Control Department is managed by the Member of the Management Board responsible for the supervision of the risk management system.

The Parent Company's Supervisory Board approves risk management system.

34.1 Fair value

34.1.1 Carrying amount and fair value

The fair value of cash and cash equivalents is estimated as being close to their carrying amount. The fair value of loans granted and other receivables, amounts due to clients and other liabilities is estimated as being close to their carrying amount in view of the short-term maturities of these balance sheet items.

34.1.2 Fair value hierarchy

The Group discloses fair value measurement of financial instruments carried at fair value, applying the following fair value hierarchy which reflects the significance of input data used to establish the fair value:

  • Level 1: quoted prices (unadjusted) in active markets for the assets or liabilities;
  • Level 2: input data other than quoted prices classified in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. based on prices). This category includes financial assets and liabilities measured using prices quoted in active markets for identical assets, prices quoted in active markets for identical assets considered less active or other valuation methods where all significant inputs originate directly or indirectly from the markets;
  • Level 3: input data for valuation of a given asset or liability is not based on observable market data (unobservable inputs).
(IN PLN'000) 30.09.2023 (UNAUDITED)
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Financial assets
Financial assets at fair value through P&L 409 766 567 531 - 977 297
Total financial assets 409 766 567 531 - 977 297
Financial liabilities
Financial liabilities held for trading - 102 278 - 102 278
Total financial liabilities - 102 278 - 102 278
(IN PLN'000) 31.12.2022 (AUDITED)
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Financial assets
Financial assets at fair value through P&L 372 358 470 151 - 842 509
Total financial assets 372 358 470 151 - 842 509
Financial liabilities
Financial liabilities held for trading - 105 552 - 105 552
Total financial liabilities - 105 552 - 105 552

30.09.2022 (UNAUDITED)
(IN PLN'000) LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Financial assets
Financial assets at fair value through P&L 362 202 595 498 - 957 700
Total financial assets 362 202 595 498 - 957 700
Financial liabilities
Financial liabilities held for trading - 131 571 - 131 571
Total financial liabilities - 131 571 - 131 571

In the periods covered by the interim condensed consolidated financial statements, there were no transfers of items between the levels of the fair value hierarchy.

The fair value of contracts for differences (CFDs) is determined based on the market prices of underlying instruments, derived from independent sources, i.e. from reliable liquidity suppliers and reputable news, adjusted for the spread specified by the Group. The valuation is performed using closing prices or the last bid and ask prices. CFDs are measured as the difference between the current price and the opening price, taking account of accrued commissions and swap points.

The impact of adjustments due to credit risk of the contractor, estimated by the Group, was insignificant from the point of view of the general estimation of derivative transactions concluded by the Group. Therefore, the Group does not recognise the impact of unobservable input data used for the estimation of derivative transactions as significant and, pursuant to IFRS 13.73, does not classify such transactions as level 3 of the fair value hierarchy.

34.2 Market risk

In the period covered by these interim condensed consolidated financial statements, the Group entered into OTC contracts for differences (CFDs). The Group may also acquire securities and enter into forward contracts on its own account on regulated stock markets.

The following risks are specified, depending on the risk factor:

  • Currency risk connected with fluctuations of exchange rates
  • Interest rate risk
  • Commodity price risk
  • Equity investment price risk

The Group's key market risk management objective is to mitigate the impact of such risk on the profitability of its operations. The Company's practice in this area is consistent with the following principles.

As part of the internal procedures, the Group applies limits to mitigate market risk connected with maintaining open positions on financial instruments. These are, in particular: a maximum open position on a given instrument, currency exposure limits, maximum value of a single instruction. The Trading Department monitors open positions subject to limits on a current basis, and in case of excesses, enters into appropriate hedging transactions. The Risk Control Department reviews the limit usage on a regular basis, and controls the hedges entered into.

34.2.1 Currency risk

The Group enters into transactions principally in instruments bearing currency risk. Aside from transactions where the FX rate is an underlying instrument, the Group also offers instruments which price is denominated in foreign currencies. Also, the Group has assets in foreign currencies, i.e. the so-called currency positions. Currency positions include the brokerage's own funds denominated in foreign currencies held for the purpose of settling transactions in foreign markets and connected with foreign operations.

The carrying amount of the Group's assets and liabilities in foreign currencies as at the balance sheet date is presented below. The values for all base currencies are expressed in PLN'000:

Assets and liabilities denominated in foreign currencies as at 30 September 2023 (value in foreign currencies converted to PLN) (UNAUDITED)

(IN PLN'000) USD EUR GBP CZK HUF RON OTHER
CURRENCIES
TOTAL CARRYING
AMOUNT
Assets
Cash and cash equivalents 651 326 1 093 444 34 230 193 441 8 632 28 578 41 300 2 050 951 3 314 269
Financial assets held for trading 128 887 169 290 8 178 54 936 2 401 10 747 19 333 393 772 977 297
Income tax receivables - 98 - - - - - 98 112
Financial assets at amortised cost 5 078 4 912 214 561 16 191 1 475 12 447 38 210
Prepayments and deferred costs 542 535 414 61 - 8 10 1 570 13 686
Intangible assets - 3 - 1 - - 1 5 1 263
Property, plant and equipment 804 14 002 154 4 588 - 211 1 634 21 393 51 310
Deferred income tax assets - 5 614 1 513 89 - - - 7 216 7 216
Total assets 786 637 1 287 898 44 703 253 677 11 049 39 735 63 753 2 487 452 4 403 363
Liabilities
Amounts due to customers 418 108 1 019 516 21 268 213 722 8 830 32 013 23 756 1 737 213 2 594 097
Financial liabilities held for trading 59 529 15 816 2 154 3 326 610 414 7 220 89 069 102 278
Income tax liabilities - 290 - 75 - - 281 646 2 884
Lease liabilities - 26 805 - 2 791 - - 2 049 31 645 31 645
Other liabilities 16 954 20 161 4 945 3 118 34 1 454 2 109 48 775 113 100
Provisions for liabilities - 4 539 - 19 - - 190 4 748 4 920
Deferred income tax provision 838 52 - - - - 262 1 152 77 354
Total liabilities 495 429 1 087 179 28 367 223 051 9 474 33 881 35 867 1 913 248 2 926 278

Assets and liabilities denominated in foreign currencies as at 31 December 2022 (value in foreign currencies converted to PLN) (AUDITED)

(IN PLN'000) USD EUR GBP CZK HUF RON OTHER
CURRENCIES
TOTAL CARRYING
AMOUNT
Assets
Cash and cash equivalents 515 807 989 036 42 145 201 199 8 066 20 580 31 595 1 808 428 3 161 002
Financial assets held for trading 96 484 164 530 6 916 57 135 2 242 8 024 14 399 349 730 842 509
Income tax receivables - - - - - - - - -
Financial assets at amortised cost 6 440 13 534 274 1 646 67 232 1 659 23 852 41 675
Prepayments and deferred costs 1 446 1 473 378 135 - 7 11 3 450 14 524
Intangible assets - 4 - 4 - - 2 10 1 441
Property, plant and equipment 1 447 12 488 93 530 - 103 952 15 613 45 303
Deferred income tax assets - 6 129 1 667 73 - - - 7 869 7 869
Total assets 621 624 1 187 194 51 473 260 722 10 375 28 946 48 618 2 208 952 4 114 323
Liabilities
Amounts due to customers 314 053 958 251 19 983 221 498 8 627 23 492 24 937 1 570 841 2 327 728
Financial liabilities held for trading 48 251 22 139 1 883 3 615 1 068 460 8 543 85 959 105 552
Income tax liabilities - 318 - 138 - 33 502 991 1 827
Lease liabilities - 27 095 1 169 186 - - 2 000 30 450 30 450
Other liabilities 10 109 16 416 4 641 3 556 - 640 1 908 37 270 79 705
Provisions for liabilities - 3 662 68 - - - 254 3 984 4 256
Deferred income tax provision - - - - - - 898 898 58 736
Total liabilities 372 413 1 027 881 27 744 228 993 9 695 24 625 39 042 1 730 393 2 608 254

Assets and liabilities denominated in foreign currencies as at 30 September 2022 (value in foreign currencies converted to PLN) (UNAUDITED)

(IN PLN'000) USD EUR GBP CZK HUF RON OTHER
CURRENCIES
TOTAL CARRYING
AMOUNT
Assets
Cash and cash equivalents 546 322 1 010 945 38 413 212 281 7 301 19 932 33 229 1 868 423 3 121 441
Financial assets held for trading 120 000 189 625 10 152 74 832 4 881 8 687 18 080 426 257 957 700
Income tax receivables - - - - - - - - 3
Financial assets at amortised cost 3 408 12 543 187 1 145 217 230 2 866 20 596 37 205
Prepayments and deferred costs 2 755 1 614 454 601 - 34 15 5 473 14 416
Intangible assets - - - 7 - - 2 9 1 111
Property, plant and equipment 1 854 4 903 86 598 - 58 1 107 8 606 36 336
Deferred income tax assets - 6 472 1 747 80 - - - 8 299 8 299
Total assets 674 339 1 226 102 51 039 289 544 12 399 28 941 55 299 2 337 663 4 176 511
Liabilities
Amounts due to customers 313 095 971 787 21 652 249 322 9 347 23 585 27 820 1 616 608 2 371 055
Financial liabilities held for trading 63 404 30 226 2 840 5 740 1 442 764 10 241 114 657 131 571
Income tax liabilities - 346 - 104 - 16 113 579 11 479
Lease liabilities - 23 019 - 155 - - 2 563 25 737 25 737
Other liabilities 17 867 24 394 5 127 3 016 3 871 3 828 55 106 94 596
Provisions for liabilities - - - - - - 281 281 4 402
Deferred income tax provision - - - - - - 682 682 75 308
Total liabilities 394 366 1 049 772 29 619 258 337 10 792 25 236 45 528 1 813 650 2 714 148

A change in exchange rates, in particular, the PLN exchange rate, affects the balance sheet valuation of the Group's financial instruments and the result on translation of foreign currency balances of other balance sheet items. Sensitivity to exchange rate fluctuations was calculated with the assumption that all foreign currency rates change by ±5% to PLN. The carrying amount of financial instruments was revalued.

The sensitivity of the Group's equity and profit before tax to a 5% increase or decrease of the PLN exchange rate is presented below:

NINE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
30.09.2022 (UNAUDITED)
30.09.2023 (UNAUDITED)
(IN PLN'000) INCREASE IN DECREASE IN INCREASE IN DECREASE IN
EXCHANGE
RATES BY 5%
EXCHANGE
RATES BY 5%
EXCHANGE
RATES BY 5%
EXCHANGE
RATES BY 5%
Income (expenses) of the period 41 632 (41 632) 50 861 (50 861)
Equity, of which: 3 857 (3 857) 3 557 (3 557)
Foreign exchange differences on
translation
3 857 (3 857) 3 557 (3 557)

The sensitivity of equity is connected with foreign exchange differences in the translation of value in functional currencies of the foreign operations.

34.2.2 Interest rate risk

Interest rate risk is the risk of exposure of the current and future financial result and equity of the Group to the adverse impact of exchange rate fluctuations. Such risk may result from the contracts entered into by the Group, where receivables or liabilities are dependent upon exchange rates as well as from holding assets or liabilities dependent on exchange rates.

The basic interest rate risk for the Group is the mismatch of interest rates paid to clients in connection with funds deposited in cash accounts in the Group, and of the bank account and bank deposits where the Group's clients' funds are invested.

In addition, the source of the Group's profit variability associated with the level of market interest rates, are amounts paid and received in connection with the occurrence of the difference in interest rates for different currencies (swap points) as well as potential debt instruments.

Since the Group maintains a low duration of assets and liabilities and minimises the duration gap, sensitivity of the market value of assets and liabilities to calculations of market interest rates is very low. However, due to the significant involvement of XTB in Treasury bonds, the interest rate risk was considered significant in the Group's operations.

Sensitivity analysis of financial assets and liabilities where cash flows are exposed to interest rate risk

The structure of financial assets and liabilities where cash flows are exposed to interest rate risk is as follows:

(IN PLN'000) 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
Financial assets
Cash – in current bank accounts 3 314 269 2 853 883 2 821 441
Cash – short-term deposits in bank - 307 119 300 000
Debt instruments 392 681 362 074 352 021
Total financial assets 3 706 950 3 523 076 3 473 462
Financial liabilities
Other liabilities 31 645 25 597 25 737
Total financial liabilities 31 645 25 597 25 737

Impact of a change in interest rates by 50 base points (BP) on profit before tax is presented below. The analysis below relies on the assumption that other variables, in particular exchange rates, will remain constant. The analysis was carried out on the basis of average balances of cash in the period covered by these interim condensed consolidated financial statements.

The analysis was carried out on the basis of average balances of cash in the period from 1 July to 30 September 2023 and from 1 July to 30 September 2022.

THREE-MONTH PERIOD ENDED THREE-MONTH PERIOD ENDED
30.09.2023 (UNAUDITED) 30.09.2022 (UNAUDITED)
(IN PLN'000) INCREASE DECREASE INCREASE DECREASE
BY 50 PB BY 50 PB BY 50 PB BY 50 PB
Profit/(loss) before tax 3 926 3 926 3 737 (3 737)
Short-term deposits - - 374 (374)

The analysis was carried out on the basis of average balances of cash in the period from 1 January to 30 September 2023 and from 1 January to 30 September 2022.

NINE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
30.09.2023 (UNAUDITED) 30.09.2022 (UNAUDITED)
(IN PLN'000) INCREASE DECREASE INCREASE DECREASE
BY 50 PB BY 50 PB BY 50 PB BY 50 PB
Profit/(loss) before tax 15 393 (15 393) 10 562 (10 562)
Short-term deposits 875 (875) 378 (378)

Sensitivity analysis of financial assets and liabilities whose fair value is exposed to interest rate risk

In the period covered by these interim condensed consolidated financial statements and in the comparative period, the Group hold financial assets which fair value would be exposed to the risk of changes in interest rates as a Treasury bonds. Sensitivity analysis exposed to interest rate risk by 50 base points (BP) - shift of yield curves- on profit before tax is presented below.

NINE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
30.09.2023 (UNAUDITED) 30.09.2022 (UNAUDITED)
(IN PLN'000) INCREASE DECREASE INCREASE DECREASE
BY 50 PB BY 50 PB BY 50 PB BY 50 PB
Profit/(loss) before tax (2 838) 2 911 (1 447) 1 475

34.2.3 Other price risk

Other price risk is exposure of the Group's financial position to unfavorable changes in the prices of commodities, equity investments (equity, indices) and debt instruments (in a scope not resulting from interest rates).

The carrying amount of financial instruments exposed to other price risk is presented below:

(IN PLN'000) 30.09.2023 31.12.2022 30.09.2022
(UNAUDITED) (AUDITED) (UNAUDITED)
Financial assets at fair value through P&L
Commodity
Precious metals 46 865 20 157 38 973
Base metals 2 047 1 482 2 237
Other 129 096 90 323 62 671
Total commodity 178 008 111 962 103 881
Equity instruments
Stocks and ETF 100 889 91 208 108 207
Indicies 151 677 148 348 218 434
Total equity instruments 252 566 239 556 326 641
Debt instruments 359 2 171 2 017
Total financial assets at fair value through P&L 430 933 353 689 432 539

30.09.2023 31.12.2022 30.09.2022
(UNAUDITED) (AUDITED) (UNAUDITED)
1 628 2 829 2 012
100 155 132
4 063 6 383 5 079
5 791 9 367 7 223
26 507 21 124 32 410
9 938 25 934 32 833
36 445 47 058 65 243
7 58 152
42 243 56 483 72 618

The Group's sensitivity to fluctuations in the prices of specific commodities and equity investments by ±5 per cent with regard to equity and profit before tax is presented below.

NINE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
(IN PLN'000) 30.09.2023 (UNAUDITED) 30.09.2022 (UNAUDITED)
INCREASE BY 5% DECREASE BY 5% INCREASE BY 5% DECREASE BY 5%
Income/(expenses) for the period
Commodity
Precious metals (42 045) 42 045 (11 790) 11 790
Base metals (1 035) 1 035 (19) 19
Other 3 264 (3 264) (13 755) 13 755
Total commodity (39 816) 39 816 (25 564) 25 564
Equity instruments
Stocks and ETFs 180 (180) 27 (27)
Indicies (38 163) 38 163 (54 267) 54 267
Total equity instruments (37 983) 37 983 (54 240) 54 240
Debt instruments (468) 468 (1 136) 1 136
Total income/(expenses) for the period (78 267) 78 267 (80 940) 80 940

34.3 Liquidity risk

For the Group, liquidity risk is the risk of losing its payment liquidity, i.e. the risk of losing capacity to finance its assets and to perform its obligations in a timely manner in the course of normal operations or in other predictable circumstances with no risk of loss. In its liquidity analysis, the Group takes into consideration current possibility of generation of liquid assets, future needs, alternative scenarios and payment liquidity contingency plans.

The objective of liquidity management in XTB is to maintain the amount of cash on the appropriate bank accounts that will cover all the operations necessary to be carried on such accounts. For this purpose, the Company has implemented, among others, limits for the concentration of cash in banks by forming one banking group in order to limit excessive liquidity concentration in related parties. In order to manage liquidity in relation to certain bank accounts associated with the operations of financial instruments, the Company uses the liquidity model of which the essence is to determine the safe area of the state of free cash flow that does not require corrective action. Where the upper limit is achieved, the Company makes a transfer to the appropriate current account corresponding to the surplus above the optimum level. Similarly, if the cash in the account falls to the lower limit, the Company makes a transfer of funds from the current account to the appropriate account in order to bring cash to the optimum level.

The procedure also provides for the possibility of deviating from its application, and such procedure requires the consent of at least two members of the Parent Company's Management. Information on deviations is transmitted to the Risk Control Department of the Parent Company.

The Parent Company has also implemented liquidity contingency plans, which were not used in the period covered by the financial statements and in the comparative period, due to the fact that the amount of the most liquid assets (own cash and cash equivalents) greatly exceeds the amount of liabilities.

As part of ongoing business and the tasks related to liquidity risk management, the managers of appropriate organisational units of the Parent Company monitor the balance of funds deposited in the account in the context of planned liquidity needs related to the Parent Company's operating activities. In its liquidity analysis, the existing possibility of generation of liquid assets, future needs, alternative scenarios and payment liquidity contingency plans are taken into consideration. Supervision and control activities over the balance of cash accounts are also carried out by the Risk Control Department on a daily basis.

In accordance with the IFR regulation, from 26 June 2021, the Parent Company maintains an amount of liquid assets equivalent to at least one third of the requirement for fixed indirect costs. The parent company's liquid assets for the purposes of IFR include, inter alia, unencumbered own funds deposited in bank accounts and Treasury bonds or bonds guaranteed by the Treasury denominated in PLN. At date of preparation of these financial statements, the Parent Company had a much higher level of liquid assets than required by the IFR regulation.

The contractual payment periods of financial assets and liabilities are presented below. The marginal and cumulative contractual liquidity gap, calculated as the difference between total assets and total liabilities for each maturity bucket, is presented for specific payment periods.

Contractual payment periods of financial assets and liabilities as at 30 September 2023 (UNAUDITED)

(IN PLN'000) CARRYING
AMOUNT
CONTRACTUAL
CASH FLOWS
UP TO 3
MONTHS
3 MONTHS
TO 1 YEAR
1 –
5
YEARS
OVER 5
YEARS
WITH NO
SPECIFIED
MATURITY
Financial assets
Cash and cash equivalents 3
314 269
3
314 269
3
314 269
- - - -
Financial assets at fair value through P&L
Listed stocks and ETFs 17 085 17 085 17 085 - - - -
Bonds 392 681 392 681 392 681 - - - -
CFDs 567 531 567 531 567 531 - - - -
Total financial assets at fair value through
P&L 977 297 977 297 977 297 - - - -
Financial assets at amortised cost 38 210 38 210 19 528 - 5 190 - 13 492
Total financial assets 4
329 776
4
329 776
4
311 094
- 5 190 - 13 492
Financial liabilities
Amounts due to clients
Financial liabilities held for trading
2
594 097
2
594 097
2
594 097
- - - -
CFDs 102 278 102 278 102 278 - - - -
Total financial liabilities held for trading 102 278 102 278 102 278 - - - -
Liabilities due to lease 31 645 31 645 2 378 6 698 19 320 3 249 -
Other liabilities 113 100 113 100 69 080 34 178 - - 9 842
Total financial liabilities 2
841 120
2
841 120
2
767 833
40 876 19 320 3 249 9 842
Contractual liquidity gap in maturities
(payment dates) 1
543 261
(40 876) (14 130) (3 249) 3 650
Contractual cumulative liquidity gap 1
543 261
1
502 385
1
488 255
1
485 006
1
488 656

Contractual payment periods of financial assets and liabilities as at 31 December 2022 (AUDITED)

(IN PLN'000) CARRYING
AMOUNT
CONTRACTUAL
CASH FLOWS
UP TO 3
MONTHS
3 MONTHS
TO 1 YEAR
1 –
5
YEARS
OVER 5
YEARS
WITH NO
SPECIFIED
MATURITY
Financial assets
Cash and cash equivalents 3 161 002 3 161 002 2 853 883 307 119 - - -
Financial assets at fair value through P&L
Listed stocks and ETFs 10 285 10 285 10 285 - - - -
Bonds 362 074 362 074 362 074
CFDs 470 150 470 150 470 150 - - - -
Total financial assets at fair value through
P&L 842 509 842 509 842 509 - - - -
Financial assets at amortised cost 41 675 41 675 22 385 - 5 640 - 13 650
Total financial assets 4 045 186 4 045 186 3 718 777 307 119 5 640 - 13 650
Financial liabilities
Amounts due to clients 2 327 728 2 327 728 2 327 728 - - - -
Financial liabilities held for trading
CFDs 105 552 105 552 105 552 - - - -
Total financial liabilities held for trading 105 552 105 552 105 552 - - - -
Liabilities due to lease 30 450 30 450 1 579 5 188 23 683 - -
Other liabilities 79 705 79 705 41 491 31 663 - - 6 551
Total financial liabilities 2
543 435
2
543 435
2
476 350
36 851 23 683 - 6 551
Contractual liquidity gap in maturities
(payment dates) 1 242 427 270 268 (18 043) - 7 099
Contractual cumulative liquidity gap 1 242 427 1
512 695
1
494 652
1 494 652 1 501 751

Contractual payment periods of financial assets and liabilities as at 30 September 2022 (UNAUDITED)

(IN PLN'000) CARRYING
AMOUNT
CONTRACTUAL
CASH FLOWS
UP TO 3
MONTHS
3 MONTHS
TO 1 YEAR
1 –
5
YEARS
OVER 5
YEARS
WITH NO
SPECIFIED
MATURITY
Financial assets
Cash and cash equivalents 3 121 441 3 121 441 3 121 441 - - - -
Financial assets at fair value through P&L
Listed stocks and ETFs 10 181 10 181 10 181 - - - -
Bonds 352 021 352 021 352 021
CFDs 595 498 595 498 595 498 - - - -
Total financial assets at fair value through
P&L 957 700 957 700 957 700 - - - -
Financial assets at amortised cost 37 205 37 205 25 564 - 4 552 - 7 089
Total financial assets 4 116 346 4 116 346 4 104 705 - 4 552 - 7 089
Financial liabilities
Amounts due to clients 2 371 055 2 371 055 2 371 055 - - - -
Financial liabilities held for trading
CFDs 131 571 131 571 131 571 - - - -
Total financial liabilities held for trading 131 571 131 571 131 571 - - - -
Liabilities due to lease 25 737 25 737 1 517 4 407 19 813 - -
Other liabilities 94 596 94 596 54 438 30 088 - - 10 070
Total financial liabilities 2 622 959 2 622 959 2 558 581 34 495 19 813 - 10 070
Contractual liquidity gap in maturities
(payment dates) 1 546 124 (34 495) (15 261) - (2 981)
Contractual cumulative liquidity gap 1 546 124 1 511 629 1 496 368 1 496 368 1 493 387

The Group does not expect the cash flows presented in the maturity analysis to occur significantly earlier or in significantly different amounts.

34.4 Credit risk

30.09.2023 (UNAUDITED) 31.12.2022 (AUDITED) 30.09.2022 (UNAUDITED)
(IN PLN'000) CARRYING
AMOUNT
MAXIMUM
EXPOSURE
TO CREDIT
RISK
CARRYING
AMOUNT
MAXIMUM
EXPOSURE
TO CREDIT
RISK
CARRYING
AMOUNT
MAXIMUM
EXPOSURE
TO CREDIT
RISK
Financial assets
Cash and cash equivalents 3 314 269 3 314 269 3 161 002 3 161 002 3 121 441 3 121 441
Financial assets at fair value
through P&L *
977 297 9 017 842 509 15 414 957 658 15 585
Financial assets at amortised
cost
38 075 38 075 49 472 49 472 37 205 37 205
Total financial assets 4 329 641 3 361 361 4 052 983 3 225 888 4 116 304 3 174 231

The chart below shows the carrying amounts of financial assets corresponding to the Group's exposure to credit risk:

* As at 30 September 2023 the maximum exposure to credit risk for financial assets held for trading, not including the collateral received, was PLN 518 810 thousand (as at 31 December 2022: PLN 434 125 thousand, as at 30 September 2022: PLN 544 457 thousand). This exposure was collateralized with clients' cash, which, as at 30 September 2023, covered the amount of PLN 509 784 thousand (as at 31 December 2022: PLN 418 710 thousand, as at 30 September 2022: PLN 528 872 thousand). Exposures to credit risk connected with transactions with brokers as well as exposures to the Warsaw Stock Exchange were not collateralized.

The credit quality of the Group's financial assets is assessed based on external credit quality assessments, risk weights assigned based on the CRR, taking account of the mechanisms used to mitigate credit risk, the number of days past due, and the probability of counterparty insolvency.

The Group's assets fall within the following credit rating brackets:

  • Fitch Ratings from F1+ to B
  • Standard & Poor's Ratings Services from A-1 to B
  • Moody's from P-1 to N/A

Cash and cash equivalents

Credit risk connected with cash and cash equivalents is related to the fact that own cash and clients' cash is held in bank accounts. Credit risk involving cash is mitigated by selecting banks with a high credit rating granted by international rating agencies and through diversification of banks with which accounts are opened. As at 30 September 2023, the Group had deposit accounts in 52 banks and institutions (as at 31 December 2022: in 50 banks and institutions, as at 30 September 2022: in 50 banks and institutions). The ten largest exposures are presented in the table below (numbering of banks and institutions determined individually for each period:

30.09.2023 31.12.2022 30.09.2022
ENTITY (UNAUDITED) ENTITY (AUDITED) ENTITY (UNAUDITED)
(IN PLN'000) (IN PLN'000) (IN PLN'000)
Bank 1 1 103 704 Bank 1 1 126 049 Bank 1 1 141 678
Bank 2 575 075 Bank 2 378 856 Bank 2 381 987
Bank 3 367 603 Bank 3 374 474 Bank 3 362 394
Bank 4 203 446 Bank 4 301 106 Bank 4 200 591
Bank 5 200 733 Bank 5 200 833 Bank 5 156 405
Bank 6 132 511 Bank 6 118 167 Bank 6 117 755
Institution 1 95 379 Bank 7 109 502 Bank 7 111 644
Bank 7 95 037 Institution 1 85 165 Institution 1 97 563
Bank 8 84 012 Bank 8 75 590 Bank 8 78 672
Institution 2 64 178 Bank 9 66 696 Institution 2 74 290
Other 392 591 Other 324 564 Other 398 462
Total 3 314 269 Total 3 161 002 Total 3 121 441

The table below presents a short-term assessment of the credit quality of the Group's cash and cash equivalents according to credit quality steps determined based on external credit quality assessments (where step 1 means the best credit quality and step 6 – the worst) and the risk weights assigned based on the CRR.

Long-term assessment of the credit quality were used in case of exposures without short-term assessment of the credit quality or maturity longer than 3 months.

CARRYING AMOUNT (IN PLN'000)
CREDIT QUALITY STEPS 30.09.2023 31.12.2022 30.09.2022
(UNAUDITED) (AUDITED) (UNAUDITED)
Cash and cash equivalent
Step 1 2 772 860 2 345 959 2 686 649
Step 2 77 412 71 381 70 648
Step 3 462 513 741 787 361 902
Step 4 1 484 1 875 2 242
Total 3 314 269 3 161 002 3 121 441

Financial assets at fair value through P&L

Financial assets at fair value through P&L result from transactions in financial instruments entered into with the Group's customers and the related hedging transactions.

Credit risk involving financial assets at fair value through P&L is connected with the risk of customer or counterparty insolvency. With regard to OTC transactions with customers, the Group's policy is to mitigate the counterparty credit risk through the so-called "stop out" mechanism. Customer funds deposited in the brokerage serve as a security. If a customer's current balance is 50 per cent or less of the security paid in and blocked by the transaction system, the position that generates the highest losses is automatically closed at the current market price. The initial margin amount is established depending on the type of financial instrument, customer account, account currency and the balance of the cash account in the transaction system, as a percent of the transaction's nominal value. A detailed mechanism is set forth in the rules binding on the customers. In addition, in order to mitigate counterparty credit risk, the Group includes special clauses in agreements with selected customers, in particular, requirements regarding minimum balances in cash accounts.

Due to the mechanisms in place, used to mitigate credit risk, the credit quality of financial assets at fair value through P&L is high and does not show significant diversity.

The Group's top 10 exposures to counterparty credit risk taking into account collateral (net exposure) are presented in the table below (numbering of counterparties determined individually for each period:

ENTITY 30.09.2023
(UNAUDITED)
NET EXPOSURE
(IN PLN'000)
ENTITY 31.12.2022
(AUDITED)
NET EXPOSURE
(IN PLN'000)
ENTITY 30.09.2022
(UNAUDITED)
NET EXPOSURE
(IN PLN'000)
Entity 1 3 948 Entity 1 5 917 Entity 1 5 038
Entity 2 842 Entity 2 4 166 Entity 2 3 003
Entity 3 733 Entity 3 2 740 Entity 3 2 108
Entity 4 554 Entity 4 357 Entity 4 473
Entity 5 375 Entity 5 215 Entity 5 378
Entity 6 242 Entity 6 166 Entity 6 278
Entity 7 228 Entity 7 110 Entity 7 234
Entity 8 215 Entity 8 96 Entity 8 197
Entity 9 95 Entity 9 89 Entity 9 174
Entity 10 94 Entity 10 88 Entity 10 170
Total 7 326 Total 13 944 Total 12 053

Other receivables

Other receivables do not show a significant concentration, and they arose in the normal course of the Group's business. Non-overdue other receivables are collected on a regular basis and, from the perspective of credit quality, they do not pose a material risk to the Group.

NOTES TO QUARTERLY REPORT

NOTES TO THE QUARTERLY REPORT

1. Information about the Group's activities

The Parent Company in the Capital Group XTB S.A. (the "Group", "Capital Group") is XTB S.A. (hereinafter: the "Company" "Parent Entity", "Parent Company", "Brokerage", "XTB") with its headquarters located in Warsaw, at Prosta street 67, 00-838 Warsaw.

The Group is an international provider of trading and investment products, services and solutions, specializing in OTC markets with a particular focus on CFDs, which are investment products with returns linked to the changes in the prices and values of underlying instruments and assets. The group also offers investments in shares and ETF instruments on the same trading platform. The Group conducts its operations through two business segments: retail and institutional operations. The Group's retail business is focused on providing online trading in various instruments based on assets and underlying instruments from the financial and commodities markets to individual clients. For its institutional clients, the Group offers technologies that allow clients to set up their own trading environment under their own brands and acts as a liquidity provider to its institutional clients.

The Group operates on the basis of licences granted by regulators in Poland, the UK, Cyprus, Belize and in the United Arab Emirates (UAE). The Group's business is regulated and supervised by competent authorities on the markets on which the Group operates, including EU countries, where it operates on the basis of a single European passport. Currently, the Group is focusing on growing its business in 12 key countries, including Poland, Spain, the Czech Republic, Portugal, France and Germany and has prioritised Latin America, Africa and Asia as a region for future development.

At the end of the third quarter of 2023 the Group offered more than 6 000 financial instruments from all over the world. This number consisted of over 2 300 leveraged CFDs, including more than 70 based on currency pairs, more than 20 based on commodities, approximately 30 based on indices and nearly 50 on cryptocurrencies, approximately 1 900 based on stocks of companies listed on exchanges in 16 countries, and more than 150 based on American and European ETFs. The second part of XTB's offering consists of approximately 3 400 cash instruments, more specifically, more than 3 300 stock instruments and more than 300 ETF instruments from European markets. During the nine months ended September 30, 2023, the Company introduced fractional share offerings in the EU and the UK and provided the opportunity for clients acquired by its subsidiary XTB International Ltd. in Belize and XTB Mena Ltd. in the United Arab Emirates to trade in the shares. In addition, in the third quarter of 2023, the Company began launching a new investment service - Investment Plans. As of the date of publication of the report, they have been launched in the following branches: Portugal, Spain, Germany, Slovakia, Czech Republic, Romania and Italy. In the fourth quarter of 2023, the service is planned to be launched in Poland. The Company is constantly focusing on improving existing processes for acquiring new clients, optimizing trading costs for both clients and the Company, as well as all processes leading up to clients starting to trade, and the very experience of them trading with XTB. The Group is constantly actively introducing more and more improvements to the trading platform that make it more intuitive and easy to use.

2. Summary and analysis of the results of the Group

In the third quarter of 2023 XTB reported a consolidated net profit of PLN 121,1 million compared to PLN 236,2 million a year earlier. Consolidated revenue amounted to PLN 275,7 million (Q3 2022: PLN 391,3 million) and operating expenses amounted to PLN 165,0 million (Q3 2022: 132,5 million). During the period, the Group acquired 67,5 thousand new clients, while the number of active clients amounted to 223,1 thousand compared to 151,7 thousand a year earlier, which is an increase of 47,1% y/y.

THREE-MONTH PERIOD ENDED
(in PLN'000) 30.09.2023 30.06.2023 31.03.2023 31.12.2022 30.09.2022 30.06.2022 31.03.2022 31.12.2021
Total operating income 275 721 287 245 531 607 216 746 391 289 396 410 439 804 183 567
Total operating expenses (164 966) (157 377) (184 219) (158 235) (132 546) (136 750) (131 036) (100 715)
Profit (loss) on operating
activities (EBIT)
110 755 129 868 347 388 58 511 258 743 259 660 308 768 82 852
Net profit (loss) 121 127 118 183 302 814 50 307 236 219 226 931 252 639 68 519

In Q1-Q3 2023, the Company generated PLN 542, million of consolidated net profit compared to PLN 715,8 million of profit a year earlier.

2.1 Factors affecting operating and financial results

The Group's operating and financial results are primarily influenced by:

  • number of active clients, transaction volume and amount of deposits;
  • volatility in financial and commodity markets;
  • general market, geopolitical and economic conditions;
  • competition in the FX/CFD market and;
  • regulatory environment.

The key factors influencing the Group's financial and operating results for the 3 and 9 months ended 30 September 2023 are discussed below. According to the Management Board, these factors have and may have an impact on the Group's operations, operational and financial results, financial situation and prospects in the futurey.

2.2 Discussion of the Group's results

The table below presents selected items of the consolidated statement of comprehensive income in the given periods.

THREE-MONTH PERIOD ENDED
(in PLN'000) CHANGE IN
30.09.2023 30.09.2022 VALUE CHANGE %
Result of operations on financial instruments 272 943 389 568 (116 625) (29,9)
Income from fees and charges 2 772 1 719 1 053 61,3
Other income 6 2 4 200,0
Total operating income 275 721 391 289 (115 568) 29,5
Salaries and employee benefits (63 767) (49 036) 14 731 30,0
Marketing (58 585) (48 579) 10 006 20,6
Other external services (15 489) (12 737) 2 752 21,6
Commission expenses (14 576) (12 995) 1 581 12,2
Amortisation (4 196) (3 080) 1 116 36,2
Other expenses (3 208) (1 262) 1 946 154,2
Taxes and fees (2 947) (2 899) 48 1,7
Costs of maintenance and lease of buildings (2 198) (1 958) 240 12,3
Total operating expenses (164 966) (132 546) 32 420 24,5
Operating profit (EBIT) 110 755 258 743 (147 988) (57,2)
Finance income 19 291 32 081 (12 790) (39,9)
Finance costs 14 484 (277) (14 761) (5329,0)
Profit before tax 144 530 290 547 (146 017) (50,3)
Income tax (23 403) (54 328) (30 925) (56,9)
Net profit 121 127 236 219 (115 092) (48,7)

NINE-MONTH PERIOD ENDED
(in PLN'000) CHANGE IN
30.09.2023 30.09.2022 VALUE CHANGE %
Result of operations on financial instruments 1 085 626 1 222 684 (137 058) (11,2)
Income from fees and charges 8 896 4 800 4 096 85,3
Other income 51 19 32 168,4
Total operating income 1 094 573 1 227 503 (132 930) (10,8)
Marketing (194 843) (153 891) 40 952 26,6
Salaries and employee benefits (188 547) (142 014) 46 533 32,8
Other external services (45 496) (35 102) 10 394 29,6
Commission expenses (43 561) (40 585) 2 976 7,3
Amortisation (11 926) (8 735) 3 191 36,5
Taxes and Fees (8 836) (7 645) 1 191 15,6
Other expenses (7 380) (6 437) 943 14,6
Costs of maintenance and lease of buildings (5 973) (5 923) 50 0,8
Total operating expenses (506 562) (400 332) 106 230 26,5
Profit on operating activities (EBIT) 588 011 827 171 (239 160) (28,9)
Finance income 73 121 49 812 23 309 46,8
Finance costs (4 552) (789) 3 763 476,9
Profit before tax 656 580 876 194 (219 614) (25,1)
Income tax (114 456) (160 405) (45 949) (28,6)
Net profit 542 124 715 789 (173 665) (24,3)

Revenues

In the third quarter of 2023, the Group's revenues decrease by 29,5% y/y, i.e. from PLN 391,3 million to PLN 275,7 million. This decrease was contributed by a lower profitability per lot of PLN 108, amounting to PLN 137 (Q3 2022: PLN 245). Significant factors determining their level were lower volatility in the financial and commodity markets in the third quarter of 2023, understood as the presence of long and clear trends, compensated in part by an increase in the number of active clients (increase of 47,1% y/y), combined with their high trading activity represented by the number of CFD contracts concluded in lots. Consequently, the transaction volume in CFD instruments amounted to 2 011,5 thousand lots (Q3 2022: 1 594,6 thousand lots).

THREE-MONTH PERIOD ENDED
30.09.2023 30.06.2023 31.03.2023 31.12.2022 30.09.2022 30.06.2022 31.03.2022 31.12.2021
Total operating income
(in PLN'000)
275 721 287 245 531 607 216 746 391 289 396 410 439 804 183 567
Transaction volume in CFD
instruments in lots1
2 011 452 1 770 385 1 845 160 1 720 381 1 594 606 1 489 917 1 560 739 1 073 549
2
Profitability per lot (in PLN)
137 162 288 126 245 266 282 171
Transaction volume in CFD
instruments in nominal value
(in USD'000000)
593 232 547 088 596 645 548 781 539 879 539 673 631 255 482 097
Profitability for 1 million USD
transaction volume in CFD
instruments in nominal value
3
(in USD)
112 126 204 87 152 168 167 94

1 ) A lot is a unit of trading in financial instruments; in the case of foreign currency transactions, a lot corresponds to 100,000 units of the underlying currency; in the case of instruments other than CFDs based on currencies, the amount is specified in the instruments table and varies for various instruments. Presented value does not include CFD turnover on shares and ETFs, where 1 lot equals 1 share.

2 ) Total operating income divided by the transaction volume in CFDs in lots.

3 ) Total operating income converted into USD by the arithmetic average of exchange rates published by the National Bank of Poland on the last day of each month of the reporting period, divided by turnover of CFD in nominal value (in USD'000000).

XTB has a solid foundation in the form of constantly growing client base and the number of active clients. From the beginning of the year, the Group recorded a further record in this area, acquiring 234 704 new clients compared to 145 826 a year earlier, an increase of 60,9%. Similar to the number of new clients, the number of active clients was also a record, increasing by 47,3% y/y, from 224 339 thousand to 330 357.

PERIOD ENDED
30.09.2023 30.06.2023 31.03.2023 31.12.2022 30.09.2022 30.06.2022 31.03.2022 31.12.2021
New clients1 67 505 62 994 104 206 51 038 44 796 45 697 55 333 42 760
Clients in total2 826 042 762 624 703 928 614 934 567 387 525 287 481 931 429 157
Number of active clients3 330 357 274 450 215 703 258 799 224 339 190 088 149 726 190 452
Average number of active
clients4
214 332 209 958 215 703 153 082 150 444 149 824 149 726 112 015

1 ) The number of new Group's clients in the individual periods.

2 ) Number of clients at the end of individual quarters.

3 ) Number of active clients respectively in the 9, 6 and 3 months of 2023 and 12, 9, 6 and 3 months of 2022 and 12 months of 2021. An active client is a client who carried out at least one transaction in a period.

4 ) The average quarterly number of clients respectively for 9, 6 and 3 months of 2023 and 12, 9, 6 and 3 months of 2022 and 12 months of 2021.

The priority of the Management Board is to further increase the client base leading to the strengthening of XTB's global position by reaching the mass client with its product offerings. The ambition of the Management Board in 2023 is to acquire, on average, at least 40-60 thousand new clients per quarter. These activities are supported by a number of initiatives, including the first passive investment product introduced in September 2023, which allows clients to build up to 10 strategies based on ETFs. Each strategy can consist of up to 9 ETFs. Investors have a choice of over 350 exchange traded funds currently available on the xStation 5 platform. The client determines the percentage of each ETF included in the plan. The product is currently launched in 6 markets: Czech Republic, Slovakia, Germany, Portugal, Romania and Italy. It will also be launched in Spain and Poland in the fourth quarter of this year. According to the company, the product is attracting considerable interest despite the lack of significant marketing activity around it.

In addition, from April 2023, XTB will allow you to invest in selected European and non-European markets in company shares and ETFs at a fraction of their price. Fractional shares offer greater flexibility and control over investments. This makes it easier for clients to tailor their investment portfolio to their individual financial goals and risk tolerance.

Following the realized activities, the Group acquired a total of 104,2 thousand new clients in the first quarter of 2023, in the second quarter of this year 63,0 thousand new clients, and more than 67,5 thousand new clients in the third quarter of this year. In turn, 26,3 thousand new clients were acquired in October 2023.

In order to strengthen its market position and global recognition, XTB cooperates with titled athletes who are XTB brand ambassadors. In February 2022, an advertising campaign was introduced featuring titled combat sports athlete, the first Polish woman in the UFC organization and a champion in the organization, as well as three-time world champion in Thai boxing – Joanna Jędrzejczyk.

In September 2022, promotional activities were launched featuring Conor McGregor, another XTB brand ambassador – the Irish mixed martial arts (MMA) and UFC fighter. Conor McGregor is the biggest combat sports star in the world and the highest paid athlete according to a list compiled by Forbes. In addition to being a fighter, Conor is also a successful business person as an investor in number of interesting projects.

Jiří Procházka, a Czech fighter, one of the one of the top MMA fighters, UFC champion, also became the face of XTB brand. This cooperation ended in May 2023.

Iker Casillas, former Real Madrid footballer, considered one of the best goalkeepers of all time, also joined the XTB ambassador team in 2022. He currently serves as deputy general manager of the Real Madrid Foundation.

XTB, thanks to its cooperation with such celebrities as Joanna Jędrzejczyk, Conor McGregor, Jiří Procházka or Iker Casillas, has started to promote the investment solutions it offers, in particular convincing that investing in different types of assets is accessible to everyone, with tools that make it easier to enter the world of investment into the world of investment: through daily market analyses, as well as numerous educational materials.

Looking at XTB's revenues in terms of the classes of instruments responsible for their creation, it can be seen that commodity based CFDs led the way in the third quarter of 2023. Their share in the structure of revenues on financial instruments reached 47,7%. This is a consequence of high profitability on CFD instruments based on oil, gold and wheat quotes. The second most profitable asset class was CFD instruments based on indices. Their share in the revenue structure in the third quarter of 2023 was 25,4%. The most profitable instruments in this class were CFDs based on the US 100 and the US 500 index. Revenue on CFD instruments based on currencies accounted for 22,2% of total revenue, where the most profitable instruments in this class were CFDs based on the EURUSD, USDJPY and GBPUSD currency pairs.

THREE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
(in PLN'000) 30.09.2023 30.09.2022 CHANGE % 30.09.2023 30.09.2022 CHANGE %
Commodity CFDs 137 259 111 421 23,2 460 881 408 911 12,7
Index CFDs 73 133 150 892 (51,5) 509 412 568 788 (10,4)
Currency CFDs 63 968 124 222 (48,5) 129 044 238 690 (45,9)
Stock CFDs and ETFs 12 219 12 550 (2,6) 21 584 35 699 (39,5)
Bond CFDs 480 1 778 (73,0) 1 173 548 114,1
Total CFDs 287 059 400 863 (28,4) 1 122 094 1 252 636 (10,4)
Shares and ETFs 961 441 117,9 7 506 2 592 189,6
Gross gain on transactions
in financial instruments
288 020 401 304 (28,2) 1 129 600 1 255 228 (10,0)
Bonuses and discounts paid to clients (1 175) (1 497) (21,5) (7 118) (4 166) 70,9
Commission paid to cooperating
brokers
(13 902) (10 239) 35,8 (36 856) (28 378) 29,9
Net gain on transactions
in financial instruments
272 943 389 568 (29,9) 1 085 626 1 222 684 (11,2)

Revenues structure by asset class (in %)

XTB places great importance on the geographical diversification of revenues, consistently implementing the strategy of building a global brand. The country from which the Group derives more than 20% of revenues each time is Poland, with a share of 20,7% in the third quarter of 2023 (Q3 2022: 49,3%). Due to the overall share in the Group's revenues, Poland was separated for presentation purposes as the largest market in terms of revenues in the Group. The Group breaks down its revenues by geographic area according to the country of the XTB office in which the client was acquired. The exception is the Middle East region, which also presents revenues from clients from this market acquired by the subsidiary XTB International Ltd. based in Belize.

THREE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
(in PLN'000) 30.09.2023 30.09.2022 CHANGE % 30.09.2023 30.09.2022 CHANGE %
Central and Eastern Europe 124 333 248 702 (50,0) 629 577 752 790 (16,4)
including Poland
-
57 166 193 053 (70,4) 449 799 526 245 (14,5)
Western Europe 84 197 75 104 12,1 275 970 293 888 (6,1)
Latin America1 37 190 49 613 (25,0) 108 122 155 271 (30,4)
Middle East2 30 001 17 870 (67,9) 80 904 25 554 216,6
Total operating income 275 721 391 289 (29,5) 1 094 573 1 227 503 (10,8)

1 ) The subsidiary XTB International Ltd., with its seat in Belize, acquires clients from Latin America and the rest of the world (without Europe). The item excludes revenues from clients acquired by this company from the Middle East region.

2 ) Revenue from clients from the Middle East, acquired by XTB International Ltd. with its seat in Belize and XTB MENA Limited with its seat in the United Arab Emirates.

XTB puts also strong emphasis on diversification of segment revenues. Therefore, the Group develops institutional activities under X Open Hub brand, under which it provides liquidity and technology to other financial institutions, including brokerage houses. Revenues from this segment are subject to significant fluctuations from period to period, analogically to the retail segment, which is typical for the business model adopted by the Group.

THREE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
(in PLN'000) 30.09.2023 30.09.2022 CHANGE % 30.09.2023 30.09.2022 CHANGE %
Retail segment 274 083 370 860 (26,1) 1 014 780 1 207 153 (15,9)
Institutional segment (X Open Hub) 1 638 20 429 (92,0) 79 793 20 350 292,1
Total operating income 275 721 391 289 (29,5) 1 094 573 1 227 503 (10,8)

The business model used by XTB combines features of the agency model and the market maker model, in which the Company is a party to transactions concluded and initiated by clients. XTB does not engage, in proprietary trading for its own account in anticipation of changes in the price or value of the underlying instruments (so-called proprietary trading).

The hybrid business model used by XTB also uses an agency model. For example, on the majority of trading in CFD instruments based on cryptocurrencies, XTB hedges these transactions with third-party partners, virtually ceasing to be the other party to the transaction (legally, of course, it is still XTB). The Company's fully automated risk management process limits exposure to market changes and forces it to hedge positions in order to maintain appropriate levels of capital requirements. In addition, XTB executes directly on regulated markets or alternative trading venues all transactions in shares and ETFs and CFDs instruments based on these assets. XTB is not a market maker for this class of instruments.

It is inherent in XTB's business model that revenues are highly volatile from period to period. Operating results are affected primarily by: (i) volatility on financial and commodity markets; (ii) the number of active clients; (iii) the volume of their transactions in financial instruments; (iv) general market, geopolitical and economic; (v) competition in the FX/CFD market and (vi) the regulatory environment.

As a general rule, the Group's revenues are positively affected by higher activity in the financial and commodity markets due to the fact that in such periods see higher levels of trading by the Group's clients and higher profitability per lot. Periods of clear and long market trends are favourable for the Company and it is at such times it achieves the highest revenues. Therefore, the high activity of the financial and commodities markets generally leads to increased trading volume on the Group's trading platforms. Conversely, a decrease in this activity and the related decrease in trading activity of the Group's clients generally leads to a decrease in the Group's operating income. Accordingly, the Group's

operating income and profitability may decline during periods of low activity in the financial and commodity markets. In addition, a more predictable trend may emerge in which the market moves in a limited price range. This leads to market trends that can be predicted with a higher probability than in the case of larger directional movements in the markets, which creates favourable conditions for trading within a narrow market range (range trading). In this case, a higher number of profitable trades are observed for clients, leading to a reduction in the Group's market making result.

Volatility and market activity is driven by a number of external factors, some of which are market specific and some of which may be linked to general macroeconomic conditions. It can significantly affect the Group's revenues in subsequent quarters. This is characteristic of the Group's business model.

Expenses

In the third quarter of 2023 operating expenses amounted to PLN 165,0 million and were higher PLN 32,4 million to the same period a year earlier (Q3 2022 r.: PLN 132,5 million). The most significant changes occurred in:

  • costs of salaries and employee benefits, an increase of PLN 14,7 million mainly due to the increase in employment;
  • marketing costs, an increase of PLN 10,0 million mainly due to higher expenditures on marketing online and offline campaigns;
  • other external services, an increase by PLN 2,8 million as a result of mainly higher expenditure on: (i) legal and advisory services (increase by PLN 1,6 million y/y); (ii) IT systems and licenses (increase by PLN 1,0 million y/y).
THREE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
(in PLN'000) 30.09.2023 30.09.2022 CHANGE % 30.09.2023 30.09.2022 CHANGE %
Salaries and employee benefits 63 767 49 036 30,0 188 547 142 014 32,8
Marketing 58 585 48 579 20,6 194 843 153 891 26,6
Other external services 15 489 12 737 21,6 45 496 35 102 29,6
Commission expenses 14 576 12 995 12,2 43 561 40 585 7,3
Amortization and depreciation 4 196 3 080 36,2 11 926 8 735 36,5
Other costs 3 208 1 262 154,2 7 380 6 437 14,6
Taxes and fees 2 947 2 899 1,7 8 836 7 645 15,6
Costs of maintenance and lease
of buildings
2 198 1 958 12,3 5 973 5 923 0,8
Costs of maintenance and lease
of buildings
164 966 132 546 24,5 506 562 400 332 26,5

In q/q terms, operating costs increased by PLN 7,6 million mainly due to PLN 3,8 million higher offline marketing expenses and PLN 2,3 million higher salary and employee benefits expenses, mainly resulting from an increase in employment, as well as 0,7 million higher commission expenses resulting from higher amounts paid to payment service providers through which clients deposit their funds on transaction accounts.

THREE-MONTH PERIOD ENDED
30.09.2023 30.06.2023 31.03.2023 31.12.2022 30.09.2022 30.06.2022 31.03.2022 31.12.2021
Total operating expenses
including: (in PLN'000)
164 966 157 377 184 219 158 235 132 546 136 750 131 036 100 715
Marketing
-
58 585 54 823 81 435 68
478
48
579
54
662
50
650
37
201
New clients1 67 505 62 994 104 206 51 038 44 796 45 697 55 333 42 760
Clients in total2 826 042 762 624 703 928 614 934 567 387 525 287 481 931 429 157
Number of active clients3 330 357 274 450 215 703 258 799 224 339 190 088 149 726 190 452
Average number of
active clients4
223 080 209 958 215 703 160 995 151 685 149 922 149 726 127 174
Average cost of acquiring
a client5
0,9 0,9 0,8 1,3 1,1 1,2 0,9 0,9

1 ) The number of new Group's clients in the individual periods.

2 ) Number of clients at the end of individual quarters.

3 ) The number of active clients in the period of 6 and 3 months of 2023 and 12, 9, 6 and 3 months of 2022 and 12 and 9 months of 2021 respectively. An active client is a customer who has made at least one transaction in a period.

4 ) Average quarterly number of active clients for the period of 6 and 3 months of 2023 and 12, 9, 6 and 3 months of 2022 and 12 months of 2021.

5 ) Average client acquisition cost is defined as marketing expenses in a period divided by the number of new clients over the same period.

As a result of XTB's rapid growth, the Board estimates that total operating expenses in 2023 could be as much as a quarter higher than what we saw in 2022. The Management Board's priority is to further increase the client base and build a global brand. As a consequence of the ongoing activities, marketing expenditure may increase by less than a fifth compared to last year.

The final level of operating expenses will depend, in particular, on the rate of employment growth and the amount of variable remuneration paid to employees, on the level of marketing expenses, on the rate of geographical expansion into new markets and on the impact of possible new regulations and other external factors on the level of revenues generated by the Group.

The level of marketing expenses will depend on an assessment of its impact on the Group's performance and profitability, the pace of overseas expansion and the degree of client responsiveness to the actions undertaken. Employment growth in the Group will be contributed by its dynamic growth, both in existing and new markets. In turn, variable remuneration components will be influenced by the Group's performance.

Dividend

XTB's dividend policy assumes that the Management Board recommends to the General Meeting of Shareholders the payment of dividend in the amount which takes into account the level of net profit presented in the Company's standalone annual financial statements and a number of various factors concerning to the Company, including the prospects for further operations, future profits, cash requirements, financial situation, the level of capital adequacy ratios, expansion plans, legal requirements in this respect as well as FSA guidelines. In particular, the Management Board will be guided by the need to ensure an adequate level of the Company's capital adequacy ratios and the capital required for the Group's growth when making its dividends payment proposals.

The Management Board reiterates that its intention is to recommend the General Meeting in the future to adopt resolutions on the payment of dividend, taking into account the factors indicated above, in an amount ranging from 50% to 100% of the Company's standalone net profit for a given financial year. The standalone net profit for the ninemonths period of 2023 amounted to 540,6 million.

The levels of the total capital ratio (IFR) of XTB on individual days in Q1-Q3 2023 are presented in the chart below.

At the end of the third quarter of this year the total capital ratio in the Company amounted to 174,2%. The total capital ratio informs about the ratio of own funds to risk-weighted assets, in other words, it shows whether the brokerage house is able to cover the minimum capital requirement for market, credit, operational and other risks with its own funds.

Cash and cash equivalents

XTB invests part of its cash in bank deposits and in financial instruments with a 0% risk weight, i.e. in treasury bonds and bonds guaranteed by the State Treasury. As at September 30, 2023 the total value of own cash and bonds in the XTB Group was PLN 1 629,1 million, which PLN 1 236,4 million was cash and PLN 392,7 million for bonds.

2.3 Group's selected financial ratios

The financial ratios presented in the following table are not a measure of the financial results in accordance with the IFRS nor should they be treated as a measure of the financial results or cash flows from operating activities or considered an alternative to a profit. These indicators are not uniformly defined and may not be comparable to ratios presented by other companies, including companies operating in the same sector as the Group.

THREE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
30.09.2023 30.09.2022 30.09.2023 30.09.2022
1
EBITDA (in PLN'000)
114 951 261 823 839 097 835 906
2
EBITDA margin (%)
41,7 66,9 76,7 68,1
3
Net profit margin (%)
43,9 60,4 49,5 58,3
4
Return on equity –ROE (%)
34,2 70,4 48,5 80,3
5
Return on assets – ROA (%)
10,7 24,1 17,0 26,1
Aggregate capital adequacy ratio (IFR) of the
Company (%) 174,2 168,0 174,2 168,0
Aggregate capital adequacy ratio (IFR) of the
Group (%) 168,3 161,5 168,3 161,5

1 ) EBITDA calculated as operating profit, including amortisation and depreciation.

2 ) Calculated as the quotient of operating profit, including amortisation and depreciation, and operating income.

3 ) Calculated as the quotient of net profit and operating income.

4 ) Calculated as the quotient of net profit and average balance of equity (calculated as the arithmetic mean of the total equity as at the end of the prior period and as at the end of the current reporting period; the ratios for the 3 and 9-month periods have been annualized).

5 ) Calculated as the quotient of net profit and average balance of total assets (calculated as the arithmetic mean of the total assets as at the end of the prior period and as at the end of the current reporting period; the ratios for the 3 and 9-month periods have been annualized).

2.4 Selected operating data

The table below shows data on the Group's transaction volumes (in lots) by geographical area for the periods indicated. Transaction volumes in lots have been determined based on the location of the Group's office.

THREE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
30.09.2023 30.09.2022 30.09.2023 30.09.2022
Retail operations segment 1 352 478 1 427 855 4 239 858 4 063 080
Central and Eastern Europe 566 595 719 556 1 874 666 2 004 808
Western Europe 281 049 286 795 914 816 913 168
Latin America1 294 810 326 715 905 046 930 570
Middle East2 210 024 94 788 545 330 214 534
Institutional operations segment 658 974 166 751 1 387 139 582 182
Total 2 011 452 1 594 606 5 626 997 4 645 262

1 ) The subsidiary XTB International Ltd., with its seat in Belize, acquires clients from Latin America and the rest of the world (without Europe). The item excludes lots from clients acquired by this company from the Middle East region.

2 ) Lots from clients from the Middle East, acquired by XTB International Ltd. with its seat in Belize and XTB MENA Limited with its seat in the United Arab Emirates.

The table below presents:

  • the number of new clients in individual periods;
  • the number of clients who at least one transaction has been concluded over the individual periods;
  • the average quarterly number of clients who at least one transaction has been concluded over the last three months;
  • the aggregate number of clients;
  • the amount of net deposits in the individual periods;
  • the transaction volume in lots;
  • profitability per lot;
  • transaction volume of CFD derivatives at nominal value (in USD million);
  • profitability per 1 million USD transaction volume in CFD instruments (in USD) and;
  • the volume of share transactions at nominal value (in USD million).

The information presented in the table below is related to the aggregate operations in the retail and institutional operations segments.

THREE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
30.09.2023 30.09.2022 30.09.2023 30.09.2022
New clients1 67 505 44 796 234 704 145 826
Clients in total 826 042 567 387 826 042 567 387
Number of active clients2 223 080 151 685 330 357 224 339
Average number of active clients3 223 080 151 685 214 332 150 444
4
Net deposits (in PLN'000)
828 062 796 899 2 629 330 2 746 487
Average operating income per active client
5
(in PLN'000)
1,2 2,6 5,1 8,2
Transaction volume in CFD instruments in lots6 2 011 452 1 594 606 5 626 997 4 645 262
7
Profitability per lot (in PLN)
137 245 195 264
Transaction volume in CFD instruments
in nominal value (in USD'000000)
593 232 539 879 1 736 964 1 710 807
Profitability for 1 million USD transaction
volume in CFD instruments in nominal value
8
(in USD)
112 152 149 162
Turnover of shares in nominal value
(in USD'000000)
1 077 678 3 203 2 615

1 ) The number of new Group's clients in the individual periods.

2 ) The number of clients who at least one transaction has been concluded over the individual periods.

3 ) The average quarterly number of clients who at least one transaction has been concluded over the last three months.

4 ) Net deposits comprise deposits placed by clients less amounts withdrawn by the clients in a given period.

5 ) The Group's operating income in a given period divided by the average quarterly number of clients who at least one transaction has been concluded over the last three months.

6 ) Lot is a unit of trading in financial instruments; in the case of foreign currency transactions, a lot corresponds to 100,000 units of the underlying currency; in the case of instruments other than CFDs based on currencies, the amount is specified in the instruments table and varies for various instruments. Presented value does not include CFD turnover on shares and ETFs, where 1 lot equals 1 share.

7 ) Total operating income divided by the transaction volume in CFDs in lots.

8 ) Total operating income converted into USD by the arithmetic average of exchange rates published by the National Bank of Poland on the last day of each month of the reporting period, divided by turnover of CFD in nominal value (in USD'000000).

Retail operations segment

The table below presents key operational data in the retail operations segment of the Group for the respective periods indicated.

THREE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
30.09.2023 30.09.2022 30.09.2023 30.09.2022
New clients1 67 502 44 796 234 700 145 823
Clients in total 826 009 567 348 826 009 567 348
Number of active clients2 223 059 151 662 330 331 224 311
Average number of active clients3 223 059 151 662 214 312 150 422
Number of transactions4 34 969 106 33 395 211 106 996 645 100 695 920
Transaction volume in CFD instruments in lots5 1 352 478 1 427 855 4 239 858 4 063 080
6
Net deposits (in PLN'000)
790 883 783 376 2 525 299 2 695 934
Average operating income per active client
7
(in PLN'000)
1,2 2,4 4,7 8,0
8
Average cost of obtaining a client (in PLN'000)
0,9 1,1 0,8 1,1
9
Profitability per lot (in PLN)
203 260 239 297
Transactions volume in CFD at nominal value
(in USD million)
564 845 506 154 1 647 309 1 598 508
Profitability per 1 million turnover in CFD
10
derivatives (in PLN)
117 153 146 170
Share transaction volume at nominal value
(in USD million)
1 077 678 3 203 2 615

1 ) The number of new clients in the individual periods.

2 ) The number of clients who at least one transaction has been concluded over the individual periods.

3 ) The average quarterly number of clients who at least one transaction has been concluded over the last three months.

4 ) Total number of open and closed transactions in a given period.

5 ) A lot is a unit of trading in financial instruments; in the case of foreign currency transactions, a lot corresponds to 100,000 units of the underlying currency; in the case of instruments other than CFDs based on currencies, the amount is specified in the instruments table and varies for various instruments. The presented value does not include CFDs on stocks and ETFs, where 1 lot equals 1 share.

6 ) Net deposits comprise deposits placed by clients less amounts withdrawn by the clients in a given period.

7 ) The Group's operating income in a given period divided by the average quarterly number of clients via which at least one transaction has been concluded over the last three months.

8 ) Average cost of obtaining a client comprise total marketing costs of the Group divided by the number of new clients in given period.

9 ) Total operating income in retail segment divided by the transaction volume in CFDs in lots.

10) Total operating income converted into USD, based on the exchange rate being the arithmetic mean of the average rates determined by the National Bank of Poland on the last day of each month of the reporting period, divided by the transaction volume in CFDs at nominal value (in USD million).

The table below presents data broken down by geography for the average quarterly number of retail clients of the Group who made at least one transaction during the three-month period. The location of active clients was determined based on the location of the Group's office (that serves the client). The exception is the Middle East region, which also presents clients from this market who were acquired by the subsidiary XTB International Ltd. in Belize.

THREE-MONTH PERIOD ENDED
30.09.2023 30.09.2022
Central and Eastern Europe 132 799 59,5% 89 350 58,9%
Western Europe 52 951 23,7% 31 925 21,1%
Latin America1 27 310 12,2% 26 978 17,8%
Middle East2 9 999 4,5% 3 409 2,2%
Average number of active clients 223 059 100,0% 151 662 100,0%

1 ) The subsidiary XTB International Ltd., with its seat in Belize, acquires clients from Latin America and the rest of the world (without Europe). The item excludes clients acquired by this company from the Middle East region.

2 ) Clients from the Middle East, acquired by XTB International Ltd. with its seat in Belize and XTB MENA Limited with its seat in the United Arab Emirates.

NINE-MONTH PERIOD ENDED
30.09.2023 30.09.2022
Central and Eastern Europe 129 844 60,6% 88 897 59,1%
Western Europe 48 131 22,5% 32 457 21,6%
Latin America1 27 926 13,0% 26 758 17,8%
Middle East2 8 411 3,9% 2 310 1,5%
Average number of active clients 214 312 100,0% 150 422 100,0%

1 ) The subsidiary XTB International Ltd., with its seat in Belize, acquires clients from Latin America and the rest of the world (without Europe). The item excludes clients acquired by this company from the Middle East region.

2 ) Clients from the Middle East, acquired by XTB International Ltd. with its seat in Belize and XTB MENA Limited with its seat in the United Arab Emirates.

Institutional operations segment

The Group has provided its services to institutional clients, including brokerage houses and other financial institutions.

The table below presents information regarding the number of clients and the average number of active clients in the Group's institutional operations segment in the periods indicated.

THREE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
30.09.2023 30.09.2022 30.09.2023 30.09.2022
Average number of active clients 21 23 20 22
Clients in total 33 39 33 39

The table below presents the Group's turnover (in lots) in the institutional operations segment in the periods indicated.

THREE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
30.09.2023 30.09.2022 30.09.2023 30.09.2022
Transaction volume in CFD instruments
in lots
658 974 166 751 1 387 139 582 182

2.5 Factors which in the Management's Board opinion may impact the Group's results in the perspective of at least the next quarter

The Management Board believes that the following trends have impact and will maintain and continue to impact the Group's operations until the end of 2023 and in some cases also longer:

• The business model used by the Group combines the features of the agency model and the market making principal model in which the Group is a party to a transaction concluded and initiated by the client. The Group does not engage in proprietary trading awaiting changes in prices or values of the underlying instruments.

The hybrid business model used by XTB also uses the agency model. For example, on most CFD instruments based on cryptocurrencies, XTB secures these transactions with external partners, practically is no to be the other party to the transaction (of course, from a legal point of view, it is still XTB). The fully automated risk management process adopted by the Company limits exposure to market changes and forces the Group to hedge its positions in order to maintain appropriate levels of capital requirements. Additionally, XTB realize directly on regulated markets or in alternative trading systems, all transactions on shares and ETFs as well as on CFD instruments based on these assets. XTB is not a market maker for this class of instruments.

The Group's offer includes both CFD instruments and stocks/ETFs from the cash markets. In the case of selected CFD instruments, e.g. based on share prices, the position of XTB is fully hedged with external brokers. For equity instruments and ETFs, the Group transmits the client's order to be executed directly on the regulated market or in an alternative trading system.

The Group's operating income is generated:

  • i. spreads (the difference between the offer price and the bid price);
  • ii. fees and commissions charged by the Group to its clients;
  • iii. swap points charged by the Group (as a cost of maintaining the position over time and;

iv. net result (profits offset by losses) from the Group's market making activities.

It is in XTB's business model to have high revenue volatility from period to period. Operating results are affected primarily by:

  • i. volatility in financial and commodity markets;
  • ii. number of active clients;
  • iii. volume of concluded transactions on financial instruments;
  • iv. general market, geopolitical and economic conditions;
  • v. competition in the FX/CFD market, and (vi) the regulatory environment.

The periods of clear and long market trends are favourable for the Company and it is at such times that it achieves the highest revenues. Therefore, high activity of financial markets and commodities generally leads to an increased volume of trading on the Group's trading platforms. On the other hand, the decrease in this activity and the related decrease in the transaction activity of the Group's clients leads, as a rule, to a decrease in the Group's operating income. Due to the above, operating income and the Group's profitability may decrease in periods of low activity of financial and commodity markets. In addition, there may be a more predictable trend in which the market moves within a limited price range. This leads to market trends that can be predicted with a higher probability than in the case of larger directional movements on the markets, which creates favourable conditions for transactions concluded in a narrow range trading. In this case, a greater number of transactions that bring profits to clients is observed, which leads to a decrease in the Group's result on market making.

The volatility and activity of markets results from a number of external factors, some of which are characteristic for the market, and some may be related to general macroeconomic conditions. It can significantly affect the revenues generated by the Group in the subsequent quarters. This is characteristic of the Group's business model. To illustrate this impact, the following table shows the development of the Group's historical financial results on a quarterly basis.

THREE-MONTH PERIOD ENDED
30.09.2023 30.06.2023 31.03.2023 31.12.2022 30.09.2022 30.06.2022 31.03.2022 31.12.2021
Total operating income
(in PLN'000)
275 721 287 245 531 607 216 746 391 289 396 410 439 804 183 567
Transaction volume in CFD
instruments in lots1
2 011 452 1 770 385 1 845 160 1 720 381 1 594 606 1 489 917 1 560 739 1 073 549
2
Profitability per lot (in PLN)
137 162 288 126 245 266 282 171
Transaction volume in CFD
instruments in nominal value
(in USD'000000)
593 232 547 088 596 645 548 781 539 879 539 673 631 255 482 097
Profitability for 1 million USD
transaction volume in CFD
instruments in nominal value
3
(in USD)
112 126 204 87 152 168 167 94

1 ) A lot is a unit of trading in financial instruments; in the case of foreign currency transactions, a lot corresponds to 100,000 units of the underlying currency; in the case of instruments other than CFDs based on currencies, the amount is specified in the instruments table and varies for various instruments. Presented value does not include CFD turnover on shares and ETFs, where 1 lot equals 1 share.

2 ) Total operating income divided by the transaction volume in CFDs in lots.

3 ) Total operating income converted into USD by the arithmetic average of exchange rates published by the National Bank of Poland on the last day of each month of the reporting period, divided by turnover of CFD in nominal value (in USD'000000).

• The Group provides services for institutional clients, including brokerage houses, start-ups and other financial institutions within the institutional activity segment (X Open Hub). The products and services offered by the Group as part of the X Open Hub differ from those offered as part of the retail segment, which entails different risks and challenges. As a result, the Group's revenues from this segment are exposed to large fluctuations from period to period. The table below illustrates the percentage share of the institutional business segment in total operating income.

01.01.2023-
30.09.2023
2022 2021 2020 2019 2018
% share of operating income from
institutional operations in total operating 7,3% 1,3% 0,3% 13,2% 8,7% 6,5%
income

The level of volatility on financial and commodity markets in 2023, regulatory changes and other factors (if they occur) may affect the condition of XTB institutional partners, transaction volume in lots and XTB revenues from these clients as well.

• As a result of XTB's rapid growth, the Board estimates that total operating expenses in 2023 could be as much as a quarter higher than what we saw in 2022. The Management Board's priority is to further increase the client base and build a global brand. As a consequence of the ongoing activities, marketing expenditure may increase by around a fifth compared to last year.

The final level of operating expenses will depend, in particular, on the rate of employment growth and the amount of variable remuneration paid to employees, on the level of marketing expenses, on the rate of geographical expansion into new markets and on the impact of possible new regulations and other external factors on the level of revenues generated by the Group.

The level of marketing expenses will depend on an assessment of its impact on the Group's performance and profitability, the pace of overseas expansion and the degree of client responsiveness to the actions undertaken. Employment growth in the Group will be contributed by its dynamic growth, both in existing and new markets. In turn, variable remuneration components will be influenced by the Group's performance.

  • XTB with its strong market position and dynamically growing client base builds its presence in the non-European markets, consequently implementing a strategy on building a global brand. The XTB Management Board puts the main emphasis on organic development, on the one hand increasing the penetration of European markets, on the other hand successively building its presence in Latin America, Asia and Africa. Following these activities, the composition of the capital group will be expanded by new subsidiaries. It is worth mentioning that geographic expansion is a process carried out by XTB on a continuous basis, the effects of which are spread over time. Therefore, one should rather not expect sudden, abrupt changes in the Group's results in this respect.
  • The development of XTB is also possible through mergers and acquisitions, especially with entities that would allow the Group to achieve geographic synergy (complementary markets). Such transactions will be carried out, only when they will bring measurable benefits for the Company and its shareholders.
  • Currently, the Management Board's efforts are focused on reaching the mass client with its offer. This is crucial for XTB's further dynamic development and building a global brand. This goal is also served by the addition of new products to the offer in 2023 and subsequent years. The Management Board estimates that the results of this works will give a much higher yield than if the available resources were invested in launching operations in South Africa. For this reason, the start of operations of XTB Africa (PTY) Ltd. has been postponed until at least 2024.

Due to the uncertainty regarding future economic conditions, the expectations and forecasts of the Management Board are subject to a particularly high level of uncertainty.

3. Company's authorities

3.1 Management Board

As at September 30, 2023 and as at the date of publication of this periodic report, the composition of the Management Board was as follows:

FUNCTION DATE OF FIRST
APPOINTMENT
EXPIRATION DATE OF
THE CURRENT TERM
President of the Management Board 10.01.2017 01.07.2025
Board Member 28.01.2015 01.07.2025
Board Member 10.01.2017 01.07.2025
Board Member 10.07.2018 01.07.2025
Board Member 01.05.2019 01.07.2025

* Omar Arnaout on 10.01.2017 was appointed as a member of the Management Board for Sales in the rank of Vice Chairman of the Board. On 23.03.2017 he was appointed the Chairman of the Management Board.

In the reporting period and until the date of submission of this report, there were no changes in the composition of the Management Board.

3.2 Supervisory Board

As at September 30, 2023 and as at the date of publication of this periodic report, the composition of the Supervisory Board was as follows:

NAME AND SURNAME FUNCTION DATE OF FIRST
APPOINTMENT
EXPIRATION DATE OF
THE CURRENT TERM
Jan Byrski President of the Supervisory Board 22.11.2021 19.11.2024
Jakub Leonkiewicz Member of the Supervisory Board 19.11.2021 19.11.2024
Łukasz Baszczyński Member of the Supervisory Board 19.11.2021 19.11.2024
Bartosz Zabłocki Member of the Supervisory Board 19.11.2021 19.11.2024
Grzegorz Grabowicz Member of the Supervisory Board 19.11.2021 19.11.2024

There were no changes in the composition of the Supervisory Board in the reporting period.

4. Information about shares and shareholding

4.1 Equity

As at September 30, 2023 and as at the date of submitting this annual report, the share capital of XTB S.A. consisted of 117 383 635 A-series ordinary shares. Nominal value of each XTB S.A. share is PLN 0,05.

On July 31, 2023, the Extraordinary General Meeting of XTB S.A. decided to increase the Company's share capital by PLN 9 280,80 through the emission of 185 616 Series B ordinary bearer shares of the Company with a nominal value of PLN 0,05 each. The New Issue Shares will be emitted through a public offering, which does not require the preparation of a prospectus. The New Issue shares will be offered by private subscription.

On October 2, 2023. The District Court for the City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register registered the increased share capital through the issuance of new shares to be offered to persons whose professional activities have a significant impact on the Company's risk profile and the exclusion of the subscription rights of existing shareholders.

As a result of the change registered by the Court, the Company's share capital currently amounts to PLN 5 878 462,55 and is split into 117 383 635 series A shares with a nominal value of PLN 0,05 each and 185 616 series B shares with a nominal value of PLN 0,05. The total number of votes resulting from all issued shares is 117 569 251.

4.2 Shares on the stock exchange

On 4 May 2016, the Warsaw Stock Exchange (WSE) Management Board adopted a resolution to admit the Company's shares to trading on the regulated market with the same day. Subsequently, on 5 May 2016, the WSE Management Board adopted a resolution to introduce, as of 6 May 2016, all Company shares for stock exchange trading.

On October 27, 2023, the Warsaw Stock Exchange's Board of Directors adopted a resolution to admit and list 185 616 series B ordinary bearer shares of the Company, with a par value of PLN 0,05 each, to trading on the primary market. At the same time, the Warsaw Stock Exchange's Board of Directors decided to introduce the above shares of the Company to trading on the primary market on November 2, 2023.

4.3 Shareholding structure

To the best knowledge of the Company's Management Board, as of August 18, 2023, i.e. the submission of the previous periodic report (i.e. the report for the first half of 2023), the number of shareholders holding directly or through subsidiaries at least 5% of the total number of votes at the Parent Company's General Meeting of Shareholders was as follows:

NUMBER OF
SHARES
NOMINAL SHARE VALUE
(in PLN'000)
SHARE
IN CAPITAL( %)
XX ZW Investment Group S.A.1 71 629 794 3 581 61,02%
Other shareholders 45 753 841 2 288 38,98%
Total 117 383 635 5 869 100,00%

1 ) XXZW Investment Group S.A. with its registered office in Luxembourg is directly controlled by Jakub Zabłocki, who holds shares representing 81,97% of the share capital authorising the exercise of 81,97% of the votes at the general meeting of the shareholders of XXZW.

The percentage share in the share capital of the Parent Company of the abovementioned shareholders is in line with the percentage shares in the number of votes at the General Meeting.

The shareholder structure as of September 30, 2023 is presented in the chart below:

According to the best knowledge of the Company's Management Board (in accordance with Current Report No. 28/2023 dated October 4, 2023), after the date of registration of the changes by the District Court on October 2, 2023, and as of the date of submission of this periodic report, the status of shareholders holding directly or through subsidiaries at least 5% of the total number of votes was as follows:

NUMBER OF
SHARES
NOMINAL SHARE VALUE
(in PLN'000)
SHARE
IN CAPITAL (%)
XX ZW Investment Group S.A.1 71 629 794 3 581 60,93%
Other shareholders 45 939 457 2 297 39,07%
Total 117 569 251 5 878 100,00%

1 ) XXZW Investment Group S.A. with its registered office in Luxembourg is directly controlled by Jakub Zabłocki, who holds shares representing 81,97% of the share capital authorising the exercise of 81,97% of the votes at the general meeting of the shareholders of XXZW.

The shareholder structure after the date of registration of the changes by the District Court on October 2, 2023 and as of the date of submission of this report is presented in the chart below:

4.4 Shares and rights held by Members if the Management and Supervisory board

The following table shows the total number and nominal value of the Company's shares directly held by the Company's management and supervisory personnel as at 30 September 2023:

NAME AND SURNAME FUNCTION OWNED THE NUMBER
OF SHARES
TOTAL VALUE NOMINAL
SHARE (IN PLN)
Paweł Szejko Board Member 4 000 200
Jakub Kubacki Board Member 2 400 120

In connection with the registration by the District Court for the City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register of the increased share capital through the issue of new shares, the following table presents the total number and nominal value of the Company's shares directly held by the Company's managing and supervising persons as at the date of this report:

NAME AND SURNAME FUNCTION OWNED THE NUMBER
OF SHARES
TOTAL VALUE NOMINAL
SHARE (IN PLN)
Omar Arnaout President of the Management Board 30 261 1 513
Filip Kaczmarzyk Board Member 21 182 1 059
Paweł Szejko Board Member 19 130 957
Jakub Kubacki Board Member 13 495 675
Andrzej Przybylski Board Member 5 547 277

During the reporting period and up to the date of submission of this report, the following changes occurred in the ownership of the Company's shares by management and supervisory personnel:

  • on October 2, 2023. Omar Arnaout subscribed for 30 261 series B shares of the Company (share subscription agreement signed on 4 September 2023);
  • on October 2, 2023. Filip Kaczmarzyk subscribed for 21 182 shares of the Company's B shares (share subscription agreement signed on 4 September 2023);
  • on October 2, 2023. Paweł Szejko subscribed for 15 130 shares of the Company's series B shares (share subscription agreement signed on 4 September 2023);
  • on October 2, 2023. Jakub Kubacki took up 11 095 shares of the Company's series B shares (share subscription agreement signed on 4 September 2023);
  • on October 2, 2023. Andrzej Przybylski took up 5 547 shares of the Company's Series B stock (share subscription agreement signed on 5 September 2023).

Supervisors did not have any shares or rights to the Company's shares as of the end of the reporting period and as of the date of submitting this report.

5. XTB as FinTech

XTB as a technology entity operating in the financial sector, conducts continuous work involving the design and development of highly innovative, comprehensive solutions in the field of transactions and online investments in financial instruments ("research and development"). This makes the Company a FinTech organization. The purpose of the aforementioned work is to develop innovative technologies and solutions to further develop the product offering in particular. XTB owns of a number of proprietary technological solutions, including the modern xStation trading platform.

The research and development work carried out in the 9 months of 2023 was aimed at developing the tools necessary for the efficient operation of XTB's trading systems, effective execution of orders, efficient process of acquiring new clients (so-called onboarding) and further development of tools to support the company's internal processes as a result of identified development needs. The research areas focused on functionalities and operational security of systems, processes and databases. There was also research and development work focused on the development of new electronic trading systems.

In view of the business strategy adopted, which is based on the development of new technologies, an IT Development Department has been separated within the structure of XTB, in which a significant part of the staff is made up of people performing research and development work. The work has a significant, almost strategic impact on the business activities conducted by XTB. This not only translates into the level of revenue generated by XTB but is also crucial in the process of building and maintaining a highly competitive position of the Company on the global capital market. It should be emphasized that XTB is one of the largest FX & CFD brokers in the world, operating on the OTC market and on the stock market.

The table below presents the number of people employed in the IT Development department and the costs incurred in related to the design and development of highly innovative, comprehensive solutions in the field of transactions and online investment solutions:

THREE-MONTH PERIOD ENDED
30.09.2023 30.06.2023 31.03.2023 31.12.2022 30.09.2022 30.06.2022 31.03.2022 31.12.2021
Costs related to the
development and
development of
technologies (in PLN'000)
24 879 22 480 20 515 16 008 15 172 14 000 13 201 10 371
Number of employees in
the IT Development
Department*
367 345 332 266 236 201 195 161

* Persons employed based on an employment contract, mandate contract and those providing services based on a B2B contract.

6. XTB strategy

Strategy of XTB S.A. Group is based on the following areas of development:

The development of operations on the markets where the Group is present in Central and Eastern Europe and Western Europe

A key element of the Group's strategy is the use of its competitive advantages in the markets in which it is present, i.e. in the countries of Central and Eastern Europe and Western Europe, in order to increase its market share and take advantage of the growing demand for online investment services.

In Central and Eastern Europe, where XTB has a leading position (Poland, Romania, Czech Republic and Slovakia), the Group intends to continue expanding its customer base through sales and marketing activities aimed at increasing market share and taking advantage of high demand for CFD derivatives.

In Western Europe, where XTB is successfully operating in Spain, Portugal, Germany and France, the Group also intends to increase market share and satisfy demand using a combination of online marketing and educational programs for investors, which will enable to direct the Group's offer to clients with a specific profile.

The Group also expects its activities in online marketing will result in an increase in the number of international active accounts obtained through XTB Limited in the United Kingdom, which come from outside the markets constituting the main area of the Group's operations.

Expanding the Group's international presence by expanding into new markets, including markets in Latin America, Africa and Asia

The Group intends to develop its operations by expanding into new markets in Latin America, Africa and Asia. The Management believes that both Latin America, Africa and Asia are attractive regions for the FX/CFD market, with high growth potential. Developing operations on these markets, the Group will often be able to take advantage of the first mover advantage. Where it is necessary to conduct business, XTB will apply for the required licenses.

The Group's objective is to expand its operations to new markets by building local sales teams responsible for individual regions, which will enable XTB to adapt marketing campaigns to the specific culture of a given country/region. The Group has the necessary experience in terms of regulatory requirements and practices, it also has a solid capital base and access to advanced technology, which allows it to effectively expand its operations in these markets.

The Group plans to use its presence in Belize as a starting point for expansion and business development in other Latin American countries. Thanks to its presence in Belize, the Group can offer Latin American clients the benefits of a region-specific approach and build their reputation as a trusted institution using sales, marketing and educational methods adapted to local cultural conditions.

The Group also expects its activities in online marketing will result in an increase in the number of international active accounts obtained through XTB International Limited in Belize, which come from outside the markets constituting the main area of the Group's operations.

Development of the institutional segment of operations (X Open Hub)

The Management Board plans to further develop cooperation with institutional clients under X Open Hub offering them two categories of products and services: transaction technology and liquidity or both together. The technologies provided by the Group enable its institutional clients to build a transaction environment to offer the same or similar products and services that are available in the Group's portfolio of products and services, and therefore potentially compete with XTB.

The importance of the Group's institutional business segment is systematically increasing, creating the potential for ensuring stable revenues and cash flows due to the growing size of this segment. A more diversified business profile enables the Group to more easily use new business opportunities in the institutional business segment.

The development of the institutional operations segment depends to a large extent on the acquisition of new clients. Contrary to the segment of retail operations, the acquisition of a potential institutional client is a relatively long process, usually lasting up to one year.

Expanding the Group's product and services offer and developing new technologies

The Group intends to develop its operations by offering new products and services to its customers. For this purpose the Group will introduce financial products and services that will enable its clients to implement various investment strategies using one integrated transaction platform.

The technologies developed by the Group on its own are designed to ensure its competitive advantage over other suppliers of transaction systems in the field of system quality, as well as to enable to offer to customers more competitive products and services.

Development through mergers and acquisitions of other entities attractive for the Group, as well as joint ventures

The Group allows investments in attractive companies offering products and services similar to the Group's products and services, which may complement its product, service and geographical offer. It is however assumed, that the main growth of XTB will be organic growth.

7. Other information

7.1 Description of the Group's organization

As at 30 September 2023 the Group comprised Parent Company and 12 subsidiaries. The Company has 7 foreign branches.

The chart below presents the Group's structure, including the Company's foreign branches, including its share in the share capital/number of votes at the general meeting or the shareholders meeting to which the shareholder or shareholder is entitled.

The results of all subsidiaries are fully consolidated from the date of their creation/acquisition. In the reporting periods all subsidiaries have been subject to consolidation.

Neither the Parent Company nor any Group company holds shares in other companies that may have a material impact on its assets and liabilities, financial position and profit or loss.

Subsidiaries

Basic information about the Group companies, which are directly or indirectly dependent on the Company, is provided below.

XTB Limited, Great Britain

The company provides brokerage services based on the obtained permission issued by the FCA (Financial Conduct Authority), license no FRN 522157.

X Open Hub Sp. z o.o., Poland

Main scope of business of the company is offering electronic applications and trading technology.

XTB Limited, Cyprus

The company provides brokerage services based on the obtained permission issued by the CySEC (Cyprus Securities and Exchange Commission), license no 169/12. On May 3 2018, DUB Investments Limited changed its name to XTB Limited. On June 6 2018, the parent company acquired 1 165 shares in the increased share capital of the subsidiary, maintaining a 100% share in its capital.

XTB Agente de Valores SpA (formerly: XTB Chile SpA), Chile

On February 17, 2017, the Parent Company established a subsidiary, XTB Chile SpA. The Company holds 100% of the shares in the subsidiary. XTB Chile SpA provides services to acquire clients from the territory of Chile.

After the balance sheet date, i.e. July 27, 2023, the company's name changed from XTB Chile SpA to XTB Agente de Valores SpA.

XTB International Limited, Belize

On 23 February 2017 the Parent Company acquired 100% of shares in CFDs Prime based in Belize. On 20 March 2017 the company changed its name from CFDs Prime Limited to XTB International Limited. On 26 September 2019 the Parent Company acquired 500 000 shares in the increased share capital of the subsidiary while maintaining a 100% share in its capital. The company provides brokerage services based on the obtained permission issued by the International Financial Service Commission.

XTB Services Limited, Cyprus

On 27 July 2017 the Parent Company acquired 100% shares in Jupette Limited with its registered office in Cyprus. On 5 August 2017 the subsidiary changed its name to XTB Services Limited. The company provides marketing and marketing-sales services (sales support).

XTB Africa (PTY) Ltd., South Africa

On 10 July of 2018 the Parent Company established a subsidiary of XTB Africa (PTY) Ltd with its seat in South Africa. The company hold 100% shares in a subsidiary. On 14 October 2019 the Parent Company acquired 100 shares in the increased capital of the subsidiary, maintaining 100% share in its capital.

On August 10, 2021, XTB Africa (PTY) Ltd. received a license from the (ang. Financial Sector Conduct Authority) to operate in South Africa.

As at the date of publishing this report, the Company did not conduct any operating activities.

XTB MENA Limited, United Arab Emirates

On January 9, 2021, the company XTB MENA Limited based in the United Arab Emirates was registered in the local register of entrepreneurs. The parent company acquired 100% of shares in the subsidiary. On April 13, 2021, the shares

in XTB MENA Limited based in the United Arab Emirates (UAE) were paid for. The contributed capital amounted to USD 1 million.

On July 11, 2021, XTB MENA Limited received a notification from DFSA (Dubai Financial Services Authority) on granting the company a license to operate in the UAE with its effective date on July 8, 2021. The company provides brokerage services.

XTB Foundation, Poland

On 23 December 2020 XTB Foundation was registered in KRS (National Court Register).

The subject of foundation activity is:

  • increase in entrepreneurship and innovation, in particular in the area of new technologies and the financial market,
  • raising awareness and knowledge of economic, finance and new technologies,
  • scientific and research activity and promotion of solutions developed as part of the activities of the XTB Capital Group.

XTB Digital Ltd., Cyprus

On December 5, 2022, the XTB Digital Ltd. based in Cyprus was registered in the local entrepreneurs' registry. On April 3, 2023, the shares in Digital Ltd. of Cyprus were paid up. The capital contributed amounted to EUR 300 thousand. As of the date of submitting this report, the company had no operating activities.

XTB S.C. Limited, Republic of Seychelles

On 6 October 2022, XTB S.C. Limited with its registered office in the Republic of Seychelles was registered in the local register of entrepreneurs. The shares in this company have not yet been paid up. On April 21, 2023, the company received from the FSA (Financial Services Authority) license No. SD148 to operate in the Republic of Seychelles. The company will provide brokerage services.

As at the date of submitting this report, the company did not conduct any operating activities.

Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş. (dawniej: X Trade Brokers Menkul Değerler A.Ş.), Turkey

As of September 30, 2023 Tasfiye Halinde XTB Yönetim Danışmanlığı Anonim Şirketi did not conduct any operating activities.

On September 15, 2020 the liquidation process of the company in Turkey began.

Lirsar S.A en liquidacion, Uruguay

On May 21, 2014, the Parent acquired 100% of the shares in Lirsar S.A., an entity based in Uruguay. The capital from the subsidiary, together with accumulated profits, was returned to the Parent Company on December 14, 2017. As of the date of this report, the entity had not been formally liquidated.

On October 4, 2023, an agreement was signed to acquire 90% of the company's shares based in Indonesia. Actual control and ownership of the company is subject to receiving final approval from the local supervisor.

During the reporting period, i.e. from January 1 to September 30, 2023, and until the date of this report, there were no changes in the structure of the XTB S.A. Group other than those described above.

7.2 Information on transactions with related parties

During the nine months ended September 30, 2023 and September 30, 2022, the Group did not have any transactions with related parties on other than market conditions.

(in PLN'000) 01.01.2023-
30.09.2023
REVENUES
30.09.2023
RECEIVABLES
01.01.2022-
30.09.2022
REVENUES
31.12.2022
RECEIVABLES
30.09.2022
RECEIVABLES
Related parties:
XTB Limited (UK) 13 032 19 807 36 797 18 428 19 079
XTB Limited (Cyprus) 3 866 925 23 312 - -
X Open Hub Sp. z o.o. (PL) 4 266 515 1 478 466 297
XTB International Limited (Belize) 227 505 33 263 250 701 29 260 22 449
XTB MENA Limited (UAE) 4 835 3 523 - 1 1
(in PLN'000) 01.01.2023- 30.09.2023 01.01.2022- 31.12.2022 30.09.2022
30.09.2023
COSTS
LIABILITIES 30.09.2022
COSTS
LIABILITIES LIABILITIES
Related parties:
XTB Limited (UK) (17 795) 6 033 (15 858) 1 991 2 950
XTB Limited (Cyprus) (2 546) 742 (2 550) 1 404 1 922
X Open Hub Sp. z o.o. (PL) (2 899) 641 (1 495) 103 177
XTB International Limited (Belize) (100 854) 45 125 (90 798) 29 895 32 078
XTB Services Limited (Cyprus) (23 213) 2 208 (26 884) 1 919 2 056

The table below shows the Group's transactions and balances of settlements with related parties:

Details of transactions with related entities are presented in detail in note 27.2 to the interim condensed consolidated financial statements.

7.3 Information concerning issuing loan and guarantees by an issuer or its subsidiary

As at 30 September 2023 and during the reporting period, i.e. from 1 January 2023 to 30 September 2023, neither the Parent nor any of its subsidiaries has provided sureties for loans or credits or guarantees to another entity or its subsidiary for which the total value of existing sureties or guarantees is significant.

7.4 The Management Board's position concerning the realization of previous published forecast of the results for the current

The Management Board of XTB S.A. did not publish financial forecasts for 2023.

7.5 The information on the significant court proceedings, arbitration authority or public administration authority

As at September 30, 2023 and as at the submission date of this report the Parent company and its subsidiaries were not a party to any significant proceedings pending before arbitration authority. The most important of the ongoing proceedings are indicated below.

Court proceedings

The Company and Group companies are parties to several court proceedings related to the Group's operations. The proceedings in which the Company and Group companies appear as defendants are above all related to employees' claims and clients' claims. As at the submission date of this report the total value of the claims brought against the

Company and/or the Group Companies amounted to PLN 22 million, which consists of three proceedings on employee claims, with a value of approximately PLN 670 thousand, ten suits brought by clients with the total value of PLN 9 million and moreover, one proceeding regarding the alleged failure to apply financial security measures by the Company in which, the value of the dispute is PLN 7 million.

In addition, there is one pending lawsuit by the Company seeking injunctive relief for violation of fair competition rules, in which the Company requested, among other things, (i) to prohibit the use of the word mark and the word and graphic mark "XTRADE" and (ii) to prohibit the use of the word mark "XTRADE" as an Internet domain name.

The most significant proceedings, in the Company's view, are:

  • lawsuit dated August 2019 regarding Company's alleged illegal actions delivered to the Company in December 2019 – value of the claim is PLN 7 million. The management board finds client's claims groundless. The only reason for the loss of the customer was his wrong investment decisions. This has been clearly demonstrated, among others, during the audits of the Polish Financial Supervision Authority (PFSA) in 2016, in the subsequent correspondence of the company with the supervisor, and in the expertise of an independent consultancy company, Roland Berger, which analysed the client's transaction history. The analysis confirmed that the customer's transactions were not delayed, and the timing of his orders was even faster than the average for other clients;
  • lawsuit dated July 2020, delivered to the Company in November 2020 regarding the alleged failure to apply financial security measures by the Company. Value of the proceeding is approximately PLN 7,6 million. The damages were to consist in the Company's failure to apply financial security measures, which lead to effective appropriation of funds by an employee of the claimant, who was also a client of the Company. The Company considers the charges made in the suit to be completely unfounded. In June 2023, the court of first instance dismissed the lawsuit, finding no material violations on XTB's part. As of the date of the report the case is pending before the court of second instance.

Administrative and control proceedings

The Company and the Group Companies are party to several control proceedings related to the Group's business. The Company believes that below are presented the most significant among them:

  • on October 14, 2022, the Company received a notice from the President of the Office of Competition and Consumer Protection on the initiation of proceedings against the Company for recognizing a provision of the standard agreement as prohibited in relation to two provisions of the Regulations for the Provision of Services of the Execution of Orders for the Purchase or Sale of Property Rights and Securities, Maintenance of Property Rights Accounts and Cash Accounts by XTB S.A., which may be considered prohibited contractual provisions within the meaning of the Civil Code. The Company assesses the risk of recognizing the provisions in question as prohibited and incurring negative consequences as a result of their use as low.
  • On September 12, 2023, an inspection of the operations of the Company's Czech branch began by the Czech National Bank (CNB). As of the time of submitting this report, the inspection is ongoing.
  • On October 17, 2023, an inspection by the Office of the Financial Supervisory Commission began, the purpose of which is to verify that the Company's operations comply with laws, regulations, conditions set forth in permits, fair trading principles or the interests of principals. As of the time of submitting this report, the inspection is ongoing.

Regulatory environment

The Group operates in a highly regulated environment imposing on its certain obligations regarding the respect of complying with many international and local regulatory and law provisions. The Group is subject to regulations concerning inter alia (i) sales practices, including customer acquisition and marketing activities, (ii) maintaining the capital at a certain level, (iii) practices applied in the scope of preventing money laundering and terrorist financing and procedures for customer identification (KYC), (iv) reporting duties to the regulatory authorities and reporting to the trade repository, (v) the obligations regarding the protection of personal data and professional secrecy, (vi) the obligations in the scope of investors protection and communicating of relevant information on the risks associated with the brokerage services, (vii) supervision over the Group's activity, (viii) inside information and insider dealing, preventing the unlawful disclosure of inside information, preventing market manipulation, and (ix) providing information to the public as the issuer.

The following are the most significant changes in the company's regulatory environment that will come into effect in the near future. The company is already doing its due diligence to prepare for and adapt to the obligations arising from the indicated regulations.

Regulation of the European Parliament and of the Council on the digital operational resilience of the financial sector and amending Regulations (EC) No. 1060/2009, (EU) No. 648/2012, (EU) No. 600/2014 and (EU) No. 909/2014 (Digital Operational Resilience Act "DORA")

On December 27, 2022, a regulation was published in the Official Journal of the EU, the provisions of which are aimed at ensuring the resilience of financial sector entities to threats related to the use of digital and information and communication technologies (ICT).

Key issues of the regulation include:

  • Rules for managing ICT risks, including the use of third-party technology providers.
  • Obligations to periodically conduct digital resilience testing of systems;
  • Requirement for detailed classification and reporting of incidents;
  • Introduction of systems for sharing information among financial entities on methods and techniques for effective defence against ICT-related threats.

The regulation came into force on January 16, 2023. The financial sector institutions must comply with its requirements no later than January 17, 2025. The Company is already exercising its due diligence to prepare and comply with its obligations under the regulation.

Decision of the CNMV – Spanish National Securities Market Commission, dated July 11, 2023, on product intervention regarding financial contracts for difference and other leveraged products in the Spanish market (the "Decision")

The Spanish regulator implemented restrictions on the marketing, distribution and sales activities of MiFID II-regulated instruments and services provided to retail customers in Spain.

The Decision regulates bans and restrictions on CFDs, including, in particular, marketing activities:

  • the direct and indirect marketing, distribution or sale of CFDs through communications to retail clients is prohibited,
  • sponsorship or organization of events, brand advertising, use of persons public figures if their purpose or effect is to directly or indirectly advertise CFDs.

The decision also regulated issues such as:

  • rules for remuneration of sales personnel,
  • the facilitation of partners with unverified knowledge or experience to attract clients,
  • prohibition of accepting cash payments from customers by credit card,
  • prohibition of providing demo accounts,
  • a ban on offering CFD training to the public.

The Decision took effect on August 3, 2023. The Company will comply with the Decision. The Company has assessed the impact of the new regulation on its operational activities and considers it to be insignificant or minor.

Act of August 16, 2023 on amending certain laws in connection with ensuring the development of the financial market and the protection of investors in this market

The purpose of the act is primarily to organize and improve the functioning of financial market institutions, particularly in terms of eliminating barriers to access to the financial market, improving supervision of the financial market, protecting customers of financial institutions, and implementing further tasks envisaged in the government's Capital Market Development Strategy (CRD). The law is cross-cutting in nature (28 laws given amendments, about 160 pages of draft). The main changes are:

  • implementation of the so-called unified banking license;
  • introduction of a new form of portfolio fund (ETF), which will be able to take the form of an open-ended investment fund or a specialized open-ended investment fund;
  • remodelling of the rules for the provision of services for the distribution of participation units, in particular the rules for the payment of remuneration for this service (remuneration paid only from the investment fund company's fixed remuneration for managing the fund, this remuneration may not affect the management fee and burden the fund's assets, abandonment of the monthly obligation to provide the investment fund company with a list of activities aimed at improving the quality of the services provided and documents confirming the costs incurred in this respect);
  • relaxation of requirements for the duties of the issuing agent;

  • abandonment of the provision presuming the invalidity of contracts for the provision of brokerage services with a retail client in a form other than on paper or another durable medium;
  • allowing further entrustment of entrusted activities under "further entrustment" model;
  • introducing a new type of bond, the so-called "transformation bonds" aimed at financing new investments that promote acceleration of the country's sustainable economic development.

Retail Investment Strategy ("RIS") draft dated May 24, 2023.

The Retail Investment Strategy ("RIS") package introduces a number of changes to the current MIFID II regulations. They aim to increase retail customers' willingness in investing in the capital market by increasing confidence in the market, creating clear, transparent information about products and their costs.

The package includes extensive measures aimed at:

  • change the way information on investment products and services is provided to retail investors to make it clearer and more standardized, by adapting disclosure regulations to the digital age and investors' growing support for sustainability;
  • increasing transparency and comparability of costs by requiring standardized cost presentation and terminology;
  • ensuring that all retail clients receive a clear picture of their portfolio's investment performance at least annually;
  • addressing conflicts of interest in the distribution of investment products by prohibiting incentives for execution-only services (i.e., when no advice is provided) and ensuring that financial advice is aligned with the best interests of retail investors Also introducing stricter safeguards and transparency where incentives are allowed;
  • protecting retail investors from misleading marketing by ensuring that financial intermediaries (i.e., advisors) are fully accountable for the use (and misuse) of their marketing information, including where it is communicated through social media or through known individuals or other third parties who receive compensation or incentives;
  • ensuring high standards of professional qualifications for financial advisors;
  • empowering consumers to make better financial decisions by encouraging member states to implement national measures that can promote the financial literacy of citizens, regardless of their age and social background and education;
  • reducing the administrative burden and improve the availability of products and services for sophisticated retail investors by making the eligibility criteria for becoming a professional investor more proportionate;
  • strengthening supervisory cooperation to make it easier for national competent authorities and European supervisory authorities to ensure the proper and effective application of regulations in a consistent manner across the EU and to jointly combat fraud and abuse.

INTERIM CONDENSED STANDALONE FINANCIAL STATEMENTS

INTERIM CONDENSED STANDALONE COMPREHENSIVE INCOME STATEMENT

PERIOD ENDED THREE-MONTH NINE-MONTH
PERIOD ENDED
(IN PLN'000) 30.09.2023 30.09.2022 30.09.2023 30.09.2022
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
Result of operations on financial instruments 238 764 366 497 996 125 1 143 596
Income from fees and charges 2 277 1 364 7 499 4 083
Other income 6 2 51 19
Total operating income 241 047 367 863 1 003 675 1 147 698
Marketing (43 556) (37 340) (152 961) (118 089)
Salaries and employee benefits (49 937) (37 853) (147 892) (109 601)
Other external services (21 477) (18 298) (64 111) (58 599)
Commission expenses (9 240) (7 920) (27 043) (23 692)
Amortisation and depreciation (3 701) (2 514) (10 366) (7 149)
Taxes and fees (2 653) (2 215) (8 197) (6 416)
Costs of maintenance and lease of buildings (1 386) (855) (4 176) (2 926)
Other costs (1 764) (1 032) (4 690) (4 577)
Total operating expenses (133 714) (108 027) (419 436) (331 049)
Profit on operating activities 107 333 259 836 584 239 816 649
Impairment of investments in subsidiaries - (184) (125) (513)
Finance income, including: 19 011 35 036 72 360 56 703
interest income at amortized cost
-
12 322 8 860 48 160 9 069
Finance costs 14 602 (240) (2 085) (658)
Profit before tax 140 946 294 448 654 389 872 181
Income tax (23 152) (53 965) (113 769) (159 456)
Net profit 117 794 240 483 540 620 712 725
Other comprehensive income 569 929 (449) 1 165
Items which will be reclassified to profit (loss) after meeting
specific conditions 569 929 (449) 1 165
Currency translation differences:
positions that will be reclassified to profit on valuation of
-
foreign companies
(795) (468) (25) (839)
positions that will be reclassified to profit on valuation of
-
separated equity 1 684 1 725 (523) 2 474
-deferred income tax (320) (328) 99 (470)
Total comprehensive income 118 363 241 412 540 171 713 890
Earnings per share:
- basic profit per year attributable to shareholders of the
Parent Company (in PLN) 1,01 2,05 4,61 6,07
- basic profit from continued operations per year
attributable to shareholders of the Parent Company (in
PLN) 1,01 2,05 4,61 6,07
- diluted profit of the year attributable to shareholders of
the Parent Company (in PLN) 1,01 2,05 4,61 6,07
- diluted profit from continued operations of the year
attributable to shareholders of the Parent Company (in
PLN)
1,01 2,05 4,61 6,07

The interim condensed standalone comprehensive income statement should be read together with the supplementary notes to the interim condensed standalone financial statements, which are an integral part of these interim condensed standalone financial statements.

INTERIM CONDENSED STANDALONE STATEMENT OF FINANCIAL POSITION

(IN PLN'000) 30.09.2023
(UNAUDITED)
31.12.2022
(AUDITED)
30.09.2022
(UNAUDITED)
ASSETS
Cash and cash equivalents 3 066 475 2 927 923 2 875 776
Financial assets at fair value through P&L 919 183 796 117 894 738
Investments in subsidiaries 49 227 43 487 43 610
Income tax receivables 98 - -
Financial assets at amortised cost 90 303 83 218 74 176
Prepayments and deferred costs 12 645 12 541 11 049
Intangible assets 1 175 1 333 997
Property, plant and equipment 48 526 42 455 32 864
Deferred income tax assets 5 703 6 203 6 553
Total assets 4 193 335 3 913 277 3 939 763
EQUITY AND LIABILITIES
Liabilities
Amounts due to customers 2 443 545 2 176 863 2 200 568
Financial liabilities held for trading 52 383 68 196 78 616
Income tax liabilities 2 566 1 304 11 317
Liabilities due to lease 29 425 28 108 22 762
Other liabilities 116 382 78 603 97 519
Provisions for liabilities 4 730 4 002 4 121
Deferred income tax provision 76 254 57 838 74 626
Total liabilities 2 725 285 2 414 914 2 489 529
Equity
Share capital 5 869 5 869 5 869
Supplementary capital 71 608 71 608 71 608
Other reserves 848 497 657 417 657 417
Foreign exchange differences on translation 1 456 1 905 2 615
Retained earnings 540 620 761 564 712 725
Total equity 1 468 050 1 498 363 1 450 234
Total equity and liabilities 4 193 335 3 913 277 3 939 763

The interim condensed standalone statement of financial position should be read together with the supplementary notes to the interim condensed standalone financial statements, which are an integral part of these interim condensed standalone financial statements.

INTERIM CONDENSED STANDALONE STATEMENT OF CHANGES IN EQUITY

Interim condensed standalone statement of changes in equity for the period from 1 January 2023 to 30 September 2023 (UNAUDITED)

(IN PLN'000) SHARE
CAPITAL
SUPPLEMENTARY
CAPITAL
OTHER
RESERVES
FOREIGN EXCHANGE
DIFFERENCES ON
TRANSLATION OF
FOREIGN
OPERATIONS AND
SEPARATE FUNDS
RETAINED
EARNINGS
TOTAL
EQUITY
As at 1 January 2023 5 869 71 608 657 417 1 905 761 564 1 498 363
Total comprehensive income for the financial year
Net profit
Other comprehensive income
Total comprehensive income for the financial year
-
-
-
-
-
-
-
-
-
-
(449)
(449)
540 620
-
540 620
540 620
(449)
540 171
Transactions with Parent Company's owners
recognized directly in equity
Appropriation of profit
-
dividend payment
-
transfer to other reserves
Increase (decrease) in equity
-
-
-
-
-
-
-
191 080
191 080
-
-
(449)
(570 484)
(191 080)
(220 944)
(570 484)
-
(30 313)
As at 30 September
2023
5 869 71 608 848 497 1 456 540 620 1
468 050

The interim condensed standalone statement of changes in equity should be read together with the supplementary notes to the interim condensed standalone financial statements, which are an integral part of these interim condensed standalone financial statements.

Standalone statement of changes in equity for the period from 1 January 2022 to 31 December 2022 (AUDITED)

(IN PLN'000) SHARE
CAPITAL
SUPPLEMENTARY
CAPITAL
OTHER
RESERVES
FOREIGN EXCHANGE
DIFFERENCES ON
TRANSLATION OF
FOREIGN
OPERATIONS AND
SEPARATE FUNDS
RETAINED
EARNINGS
TOTAL
EQUITY
As at 1 January 2022 5 869 71 608 598 651 1 450 234 841 912 419
Total comprehensive income for the financial year
Net profit - - - - 761 564 761 564
Other comprehensive income - - - 455 - 455
Total comprehensive income for the financial year - - - 455 761 564 762 019
Transactions with Parent Company's owners
recognized directly in equity
Appropriation of profit
-
dividend payment
-
transfer to other reserves
-
-
-
-
-
58 766
-
-
(176 075)
(58 766)
(176 075)
-
Increase (decrease) in equity - - 58 766 455 526 723 585 944
As at 31 December 2022 5 869 71 608 657 417 1 905 761 564 1 498 363

The standalone statement of changes in equity should be read together with the supplementary notes to the interim condensed standalone financial statements, which are an integral part of these interim condensed standalone financial statements.

Interim condensed standalone statement of changes in equity for the period from 1 January 2022 to 30 September 2022 (UNAUDITED)

(IN PLN'000) SHARE
CAPITAL
SUPPLEMENTARY
CAPITAL
OTHER
RESERVES
FOREIGN EXCHANGE
DIFFERENCES ON
TRANSLATION OF
FOREIGN
OPERATIONS AND
SEPARATE FUNDS
RETAINED
EARNINGS
TOTAL
EQUITY
As at 1 January 2022 5 869 71 608 598 651 1 450 234 841 912 419
Total comprehensive income for the financial year
Net profit
Other comprehensive income
-
-
-
-
-
-
-
1 165
712 725
-
712 725
1 165
Total comprehensive income for the financial year - - - 1 165 712 725 713 890
Transactions with Parent Company's owners
recognized directly in equity
Appropriation of profit
-
dividend payment
-
transfer to other reserves
Increase (decrease) in equity
-
-
-
-
-
-
-
58 776
58 776
-
-
1 165
(176 075)
(58 766)
477 884
(176 075)
-
537 815
As at 30 September
2022
5 869 71 608 657 417 2 615 712 725 1
450 234

The interim condensed standalone statement of changes in equity should be read together with the supplementary notes to the interim condensed standalone financial statements, which are an integral part of these interim condensed standalone financial statements.

INTERIM CONDENSED STANDALONE CASH FLOW STATEMENT

(IN PLN'000) NINE-MONTH
PERIOD ENDED
30.09.2023
(UNAUDITED)
NINE-MONTH
PERIOD ENDED
30.09.2022
(UNAUDITED)
Cash flows from operating activities
Profit before tax 654 389 872 181
Adjustments:
Amortization and depreciation
(286 291)
10 366
10 290
7 149
Foreign exchange (gains) losses from translation of own cash (17 787) (16 419)
(Gain) Loss on investment activity (329 114) (12 617)
Other adjustments (276) 937
Changes
Change in provisions 728 (544)
Change in balance of financial assets at fair value through P&L and financial
liabilities held for trading (108 272) (226 771)
Change in balance of restricted cash (139 208) (89 713)
Change in financial assets at amortised cost (7 085) (22 243)
Change in balance of prepayments and accruals (104) (3 956)
Change in balance of amounts due to customers 266 682 321 377
Change in balance of other liabilities 37 779 53 090
Cash from operating activities 368 098 882 471
Income tax paid (93 689) (98 002)
Interests (1 984) (3 623)
Net cash from operating activities 272 425 780 846
Cash flow from investing activities
Proceeds from sale of items of property, plant and equipment 3 3
Expenses relating to payments for property, plant and equipment (10 950) (7 103)
Expenses relating to payments for intangible assets (106) (709)
Expenses relating to payments for investments in subsidiaries (5 865) (4 244)
Expenses relating purchase of bonds (451 529) (741 748)
Proceeds from closed deposits 300 000 -
Interests on deposits 2 667 -
Proceeds from sale of bonds 429 786 720 716
Interests on bonds 15 327 5 881
Dividends received from subsidiaries 6 740 8 401
Net cash from investing activities 286 073 (18 803)
Cash flow from financing activities
Payments of liabilities under finance lease agreements (5 773) (1 795)
Interest paid under lease
Dividend paid to owners
(683)
(570 484)
(514)
(176 075)
Net cash from financing activities (576 940) (178 384)
Increase (Decrease) in net cash and cash equivalents (18 442) 583 659
Cash and cash equivalents – opening balance
Increase (Decrease) in net cash and cash equivalents
1 124 822
(18 442)
550 871
583 659
Effect of FX rates fluctuations on balance of cash in foreign currencies 17 786 16 418
Cash and cash equivalents – closing balance 1 124 166 1 150 948

The interim condensed standalone cash flow statement should be read together with the supplementary notes to the interim condensed standalone financial statements, which are an integral part of these interim condensed standalone financial statements.

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