The Management Board of XTB S.A. (the “Company”) hereby announces that, on this day, the Company received a request submitted pursuant to Article 401 §1 of the Commercial Companies Code by a shareholder of the Company, XXZW Investment Group S.A. (the “Shareholder”), to include the following item in the agenda of the Ordinary General Meeting of the Company convened for 8 May 2026 (the “OGM”): amendment of the Company’s Articles of Association, to be included as item 16 of the agenda, with the simultaneous renumbering of the current item 16 (Closing of the Ordinary General Meeting) as item 17 of the agenda.
In connection with the above, the Management Board of the Company hereby amends the agenda of the OGM in accordance with the aforementioned request, such that item 16 of the OGM agenda shall read: “Amendment of the Company’s Articles of Association”, and the current item 16 (Closing of the Ordinary General Meeting) shall be renumbered as item 17.
Below, the Company presents the extended, proposed agenda of the OGM.
1) Opening of the Ordinary General Meeting;
2) Election of the Chair of the Ordinary General Meeting;
3) Confirmation that the Ordinary General Meeting has been duly convened and has the capacity to adopt resolutions;
4) Adoption of the agenda,
5) Review and approval of the Management Board’s Report on the activities of the XTB Capital Group and of XTB S.A. for the financial year 2025;
6) Adoption of a resolution on the approval of the standalone financial statements of XTB S.A. for the financial year 2025;
7) Adoption of a resolution on the approval of the consolidated financial statements of XTB Capital Group for the financial year 2025;
8) Adoption of a resolution on the distribution of profit, determination of the dividend record date and the dividend payment date;
9) Adoption of resolutions on granting discharge to the members of the Management Board of the Company in
respect of the performance of their duties in the financial year 2025;
10) Review and approval of the Report on the activities of the Supervisory Board of the Company for the financial
year 2025;
11) Adoption of resolutions on granting discharge to the members of the Supervisory Board of the Company in
respect of the performance of their duties in the financial year 2025;
12) Adoption of a resolution on expressing an opinion on the Remuneration Report for the financial year 2025;
13) Adoption of a resolution on authorising the Management Board to acquire treasury shares and on the
establishment of a reserve capital for the acquisition of the Company’s treasury shares;
14) Adoption of a resolution on establishing a new incentive programme for the Company’s top employees, its
branches and subsidiaries;
15) Adoption of a resolution on amending the Policy of Granting Fixed Remuneration to Members of the
Management Board and Members of the Supervisory Board and the Policy of Granting Variable Remuneration, as
well as repealing the Rules of the Incentive Scheme for persons having a material impact on the risk profile of XTB;
16) Amendment of the Company’s Articles of Association;
17) Closing of the Ordinary General Meeting.

At the same time, the Company provides, in the attachment, the draft resolution submitted by the Shareholder in
connection with the above request, together with its justification.

Information regarding the Annual General Meeting is available on XTB’s website at www.ir.xtb.com (under the “Ład
Korporacyjny” / “Walne Zgromadzenia” section).

 

Legal basis: Article 56.1.2 of the Act on Public Offering – current and periodic information.

 

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