XTB S.A. — Share Issue/Capital Change 2023

May 10, 2023

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 that on 9 May2023, it was notified by the Company's shareholder -XXZWInvestment GroupS.A.(the "Shareholder") (the "Notification"),that on 9 May 2023, the accelerated book-building process directed atcertain selected investors meeting specified criteria (the "ABB"),the purpose of which was the sale by the Shareholder of dematerialisedordinary bearer shares in the Company (the "Sale Shares"),has been completed.Pursuantto the Notification, as a result of the ABB:1.thesale price of one Sale Share was set at PLN 38; and2.thefinal number of the Sale Shares was set at 7,000,000, which constitutes5.96% of the shares in the share capital of the Company and 5.96% of thetotal number of votes in the Company.Followingthe settlement of the sale transactions within the ABB, the Shareholderwill hold 71,629,794 shares in the Company, representing 61.02% of theshares in the Company's share capital and 61.02% of the total number ofvotes in the Company.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.Inconnection with the ABB, Santander Bank Polska S.A. - Santander BiuroMaklerskie together with Banco Santander S.A. acted as the Sole GlobalCoordinator and the Joint Bookrunner andTrigonDom Maklerski S.A. acted as the Joint Bookrunner.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.