XTB S.A. — Major Shareholding Notification 2024

Sep 3, 2024

Report Content NOTFOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN ORINTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, OR JAPAN OR IN ANYOTHER JURISDICTION WHERE TO DO SO WOULD BE RESTRICTED OR PROHIBITED BYLAW.

TheManagement Board of XTB S.A. (the "Company") announces thaton 3 September 2024, it was notified by the Company's shareholder -XXZW Investment GroupS.A.(the "Shareholder") (the "Notification"),that after the submission of the Notification, an acceleratedbook-building process directed to selected investors meeting specifiedcriteria, i.e. in Poland, and outside the United States of America inreliance on Regulation S under the U.S. Securities Act of 1933, asamended, exclusively to: (i) qualified investors within the meaning ofRegulation (EU) 2017/1129 of the European Parliament and of the Councilof 14 June 2017 on the prospectus to be published when securities areoffered to the public or admitted to trading on a regulated market, andrepealing Directive 2003/71/EC (the "Prospectus Regulation")(including as it forms part of United Kingdom domestic law by virtue ofthe European Union (Withdrawal) Act 2018) or to (ii) investors whoacquire securities for a total consideration of at least EUR 100,000 perinvestor, for which reason (and in each case) the requirement to publisha prospectus will not apply, in accordance with Articles 1(4)(a) and/or1(4)(d) of the Prospectus Regulation (the "ABB") willbegin. The purpose of the ABB will be the sale by the Shareholder ofapproximately 8,400,000 dematerialised ordinary bearer shares in theCompany constituting approximately 7.14% of the shares in the Company'sshare capital and representing approximately 7.14% of the total numberof votes in the Company (the "Sale Shares").Assuming the sale of all Sale Shares within the ABB, the Shareholderwill hold 51,472,869shares inthe Company, representingapproximately43.78% ofthe shares in the Company's share capital andapproximately43.78% ofthe total number of votes in the Company.

Inconnection with the ABB, Santander Bank Polska S.A. - Santander BiuroMaklerskie together with BANCO SANTANDER, S.A., andUBSAG London Branchactas the Global Coordinators and the Joint Bookrunners.

Pursuantto the Notification:

_#183;_#160;_#160;_#160;_#160;_#160;_#160;*Thebook-building process will begin immediately and can be completed at anytime.

_#183;_#160;_#160;_#160;_#160;_#160;*Thesale price and the final number of the Sale Shares will be announcedafter the closing of the book-building process.

_#183;_#160;_#160;_#160;_#160;_#160;*TheShareholder reserves the right to change the terms and dates of the ABBat any time, to suspend the ABB, and/or to cancel the ABB at any time.

_#183;_#160;_#160;_#160;_#160;_#160;*TheShareholder's intention is to remain a strategic investor in the Companyand support the Company in its dynamic growth.

_#183;_#160;_#160;_#160;_#160;_#160;*Inconnection with the ABB, the Shareholder has undertaken, subject tostandard practice exceptions, to comply with a lock-up undertaking inrespect of the shares remaining in the Company for a period of 180 daysfrom the date of the settlement of the sale transactions of the SaleShares within the ABB.

Thismaterial does not constitute an advertisement within the meaning ofArticle 22 of Regulation (EU) 2017/1129 of the European Parliament andof the Council of 14 June 2017 on the prospectus to be published whensecurities are offered to the public or admitted to trading on aregulated market, and repealing Directive 2003/71/EC.

Neitherthis material nor any part hereof is intended for distribution, whetherdirectly or indirectly, within the territory of or in the United Statesof America or other jurisdictions where such distribution, publication,or use may be subject to restrictions or may be prohibited by law. Thesecurities referred to in this material have not been and will not beregistered under the U.S. Securities Act of 1933, as amended (the "U.S.Securities Act"), and may only be offered or sold within the UnitedStates under an exemption from, or in a transaction not subject to, theregistration requirements of the U.S. Securities Act.

Thismaterial (and the information therein) does not contain or constitute orform part of any offer or invitation, or any solicitation orrecommendation of an offer, for securities, and under no circumstancesshall it form the basis of a decision on whether or not to invest in thesecurities of the Company.

Disclaimer:ThisEnglish language translation has been preparedsolelyfor the convenience of English speaking readers. Despite all theeffortsdevoted to this translation, certain discrepancies, omissions orapproximationsmay exist. In case of any differences between the Polishandthe English versions, the Polish version shall prevail. XTB, itsrepresentativesand employees decline all responsibility in this regard.