Exhibit 2.1



DESCRIPTION
OF SECURITIES



REGISTERED UNDER
SECTION 12 OF THE EXCHANGE ACT



The following is a description of our outstanding
securities registered under Section 12 of the Exchange Act as required pursuant to the relevant Items under Form 20-F. As of December
31, 2019 XP Inc. (“we,” “us,” and “our”) had the following series of securities registered
pursuant to Section 12(b) of the Exchange Act:



|Title
of each class                                   | Trading
Symbol(s) | Name
of each exchange on which registered
|----------------------------------------------------- | ----------------- | -----------------------------------------
|Class A common shares, par value US$0.00001 per share | XP                | The Nasdaq Global Select Market          



XP Inc. was incorporated
on August 29, 2019, as a Cayman Islands exempted company with limited liability with the Cayman Islands Registrar of Companies.
Our corporate purposes are unrestricted and we have the authority to carry out any object not prohibited by any law as provided
by Section 7(4) of the Companies Law.



Our affairs are
governed principally by: (1) our Articles of Association; (2) the Companies Law; and (3) the common law of the Cayman
Islands. As provided in our Articles of Association, subject to Cayman Islands law, we have full capacity to carry on or undertake
any business or activity, do any act or enter into any transaction, and, for such purposes, full rights, powers and privileges.
Our registered office is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman
Islands.



CLASS A COMMON SHARES



Item 9. General



9.A.3 Preemptive rights



See “—Item 10.B Memorandum
and articles of association—Preemptive or Similar Rights” below.



9.A.5 Type and class of securities



As of December
31, 2019, XP had a total issued share capital of US$5,518, divided into 551,800,326 common shares. Those common shares are divided
into 354,181,346 Class A common shares and 197,618,980 Class B common shares. All of our outstanding share capital is
fully paid. Our Class A common shares are in book-entry form, registered in the name of each shareholder or its nominee.



Our total authorized
share capital is US$35,000, divided into 3,500,000,000 shares par value US$0.00001 each, of which (i) 2,000,000,000 shares are
designated as Class A common shares, (ii) 1,000,000,000 shares are designated as Class B common shares, and (iii) 500,000,000 authorized
but unissued shares are presently undesignated and may be issued by our board of directors as common shares of any class or as
shares with preferred, deferred or other special rights or restrictions.



Our Memorandum
and Articles of Association authorize two classes of common shares: Class A common shares, which are entitled to one vote
per share and Class B common shares, which are entitled to 10 votes per share and to maintain a proportional ownership and
voting interest in the event that additional Class A common shares are issued. Any holder of Class B common shares may
convert his or her shares at any time into Class A common shares on a share-for-share basis. The rights of the two
classes of common shares are otherwise identical, except as described in our Memorandum and Articles of Association. See “—Anti-Takeover Provisions
in our Articles of Association—Two Classes of Common Shares.”









Item 9.A.6. Limitations or qualifications



Not applicable.



Item 9.A.7. Other rights



Not applicable.



Item 10.B Memorandum and articles of association



The following information describes our
Class A common shares and provisions set forth by our Memorandum and Articles of Association, the Companies Law; and the common
law of the Cayman Islands. This description is only a summary. You should read and refer to our Memorandum and Articles of Association
included as Exhibit 1.1 hereto.



Description of Our Memorandum and Articles of Association



History of Share Capital



On December 10, 2019, the registration
statement on Form F-1 (File No 333-234719) relating to our initial public offering of our class A common shares was declared effective
by the SEC. On December 11, 2019, we commenced our initial public offering and on December 13, 2019, we closed our initial public
offering.



As of December 31, 2019, XP had no shares
in treasury.



General



Our shareholders adopted the Articles of
Association included as Exhibit 3.1 to the Amendment No. 2 to our registration statement on Form F-1 (File no. 333-234719), filed
with the SEC on December 2, 2019. The following summary is subject to and qualified in its
entirety byXP Inc.’s memorandum and articles of association. This is not a
summary of all the significant provisions of our Articles of Association, of the Companies Law or of the common law of the Cayman
Islands and does not purport to be complete. Capitalized terms used but not defined herein have the meanings given to them in our
annual report on Form 20-F for the fiscal year ended December 31, 2019.



Corporate Purposes



Our corporate purposes are unrestricted
and we have the authority to carry out any object not prohibited by any law as provided by Section 7(4) of Companies Law (as
amended) of the Cayman Islands, or the Companies Law, generally.



Issuance of Shares



Except as expressly
provided in XP’s Articles of Association or the Shareholders’ Agreement, XP’s board of directors has general
and unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in the
company’s capital without the approval of our shareholders (whether forming part of the original or any increased share capital),
either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to
dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the directors
may decide, but so that no share shall be issued at a discount, except in accordance with the provisions of the Companies Law.
In accordance with its Articles of Association, XP shall not issue bearer shares.



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XP’s Articles
of Association provide that at any time that there are Class A common shares in issue, additional Class B common shares
may only be issued pursuant to (1) a share split, subdivision of shares or similar transaction or where a dividend or other
distribution is paid by the issue of shares or rights to acquire shares or following capitalization of profits; (2) a merger,
consolidation, or other business combination involving the issuance of Class B common shares as full or partial consideration;
or (3) an issuance of Class A common shares, whereby holders of the Class B common shares are entitled to purchase
a number of Class B common shares that would allow them to maintain their proportional ownership and voting interests in XP
(following an offer by XP to each holder of Class B common shares to issue to such holder, upon the same economic terms and
at the same price, such number of Class B common shares as would ensure such holder may maintain a proportional ownership
and voting interest in XP pursuant to XP’s Articles of Association). In light of: (a) the above provisions; and (b) the ten-to-one voting
ratio between our Class B common shares and Class A common shares, holders of our Class B common shares will in
many situations continue to maintain control of all matters requiring shareholder approval. This concentration of ownership and
voting power will limit or preclude your ability to influence corporate matters for the foreseeable future. For more information
see “—Preemptive or Similar Rights.”



Fiscal Year



XP’s fiscal
year begins on January 1 of each year and ends on December 31 of the same year.



Voting Rights



The holder of
a Class B common share is entitled, in respect of such share, to 10 votes per share, whereas the holder of a Class A
common share is entitled, in respect of such share, to one vote per share. The holders of Class A common shares and Class B
common shares vote together as a single class on all matters (including the election of directors) submitted to a vote of shareholders,
except as provided below and as otherwise required by law.



XP’s Articles
of Association provide as follows regarding the respective rights of holders of Class A common shares and Class B common
shares:



(1)    Class
consents from the holders of Class A common shares and Class B common shares, as applicable, shall be required for any
variation to the rights attached to their respective class of shares, however, the Directors may treat the two classes of shares
as forming one class if they consider that both such classes would be affected in the same way by the proposal;



(2)    the
rights conferred on holders of Class A common shares shall not be deemed to be varied by the creation or issue of further
Class B common shares and vice versa; and



(3)    the
rights attaching to the Class A common shares and the Class B common shares shall not be deemed to be varied by the creation
or issue of shares with preferred or other rights, including, without limitation, shares with enhanced or weighted voting rights.



As set forth in
the Articles of Association, the holders of Class A common shares and Class B common shares, respectively, do not have
the right to vote separately if the number of authorized shares of such class is increased or decreased. Rather, the number of
authorized Class A common shares and Class B common shares may be increased or decreased (but not below the number of
shares of such class then outstanding) by both classes voting together by way of an “ordinary resolution,” which is
defined in the Articles of Association as being a resolution (1) of a duly constituted general meeting passed by a simple
majority of the votes cast by, or on behalf of, the shareholders entitled to vote present in person or by proxy and voting at the
meeting; or (2) approved in writing by all of the shareholders entitled to vote at a general meeting in one or more instruments
each signed by one or more of the shareholders and the effective date of the resolution so adopted shall be the date on which the
instrument, or the last of such instruments, if more than one, is executed. The Articles of Association provide further, however,
that any resolution intended to be passed as an “ordinary resolution” in circumstances where Itaú and/or GA
Bermuda, as applicable, has(ve) exercised its/their veto rights pursuant to the Shareholders’ Agreement in respect of such
resolution shall be void ab initio.



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Conversion Rights



As set forth in
the Articles of Association, Class B common shares shall be convertible into Class A common shares in any of the manners
set out in the Shareholders’ Agreement. Furthermore, as set forth in the Articles of Association, each Class B common
share will convert automatically into one Class A common share and no Class B common shares will be issued thereafter
if, at any time, the total number of votes of the outstanding Class B common shares represents less than 10% of the voting
share rights of the Company.



Preemptive or Similar Rights



The Class B
common shares are entitled to maintain a proportional ownership and voting interest in the event that additional Class A common
shares are issued. As such, except for certain exceptions, including the issuance of Class A common shares in furtherance
of our initial public offering, if XP increases its share capital or issues common shares, it must first make an offer to each
holder of Class B common shares to issue to such holder on the same economic terms such number of Class A common shares
and Class B common shares, as applicable, as would ensure such holder may maintain a proportional ownership and voting interest
in XP. This right to maintain a proportional ownership interest may be waived by the holders of two-thirds of the Class B
common shares pursuant to a public offering of Class A common shares. Pursuant to the Shareholders’ Agreement, preemptive
rights will be deemed waived to the extent a holder of Class B common shares does not exercise them within 30 days of XP first
making an offer to such holder of Class B common shares. See “—Preemptive or Similar Rights.”



Equal Status



Except as expressly
provided in XP’s Articles of Association, Class A common shares and Class B common shares have the same rights
and privileges and rank equally, share ratably and are identical in all respects as to all matters. In the event of any merger,
consolidation, scheme, arrangement or other business combination requiring the approval of our shareholders entitled to vote thereon
(whether or not XP is the surviving entity), the holders of Class A common shares shall have the right to receive, or the
right to elect to receive, the same form of consideration (as shall be adjusted, in the case of share or equivalent consideration,
by the directors so as to account for the different economic and voting rights that exist or may exist between such consideration
and the share classes) as the holders of Class B common shares, and (save as aforesaid) the holders of Class A common
shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share
basis as the holders of Class B common shares. In the event of any (1) tender or exchange offer to acquire any Class A
common shares or Class B common shares by any third party pursuant to an agreement to which XP is a party, or (2) tender
or exchange offer by XP to acquire any Class A common shares or Class B common shares, the holders of Class A common
shares shall have the right to receive, or the right to elect to receive, the same form of consideration (as shall be adjusted,
in the case of share or equivalent consideration, by the directors so as to account for the different economic and voting rights
that exist or may exist between such consideration and the share classes) as the holders of Class B common shares, and (save
as aforesaid) the holders of Class A common shares shall have the right to receive, or the right to elect to receive, at least
the same amount of consideration on a per share basis as the holders of Class B common shares.



Record Dates



For the purpose
of determining shareholders entitled to notice of, or to vote at any general meeting of shareholders or any adjournment thereof,
or shareholders entitled to receive dividend or other distribution payments, or in order to make a determination of shareholders
for any other purpose, XP’s board of directors may set a record date which shall not exceed forty (40) clear days prior
to the date where the determination will be made.



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General Meetings of Shareholders



As a condition
of admission to a shareholders’ meeting, a shareholder must be duly registered as a shareholder of XP at the applicable record
date for that meeting and, in order to vote, all calls or installments then payable by such shareholder to XP in respect of the
shares that such shareholder holds must have been paid.



Subject to any
special rights or restrictions as to voting then attached to any shares, at any general meeting every shareholder who is present
in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative not being himself
or herself a shareholder entitled to vote) shall have one vote per Class A common share and 10 votes per Class B common
share.



As a Cayman Islands
exempted company, XP is not obliged by the Companies Law to call annual general meetings; however, the Articles of Association
provide that in each year the company will hold an annual general meeting of shareholders, within the first four months following
the end of its fiscal year, provided that the board of directors of XP has the discretion whether or not to hold an annual general
meeting in 2020. For the annual general meeting of shareholders the agenda will include, among other things, the presentation of
the annual accounts and the report of the directors. In addition, the agenda for an annual general meeting of shareholders will
only include such items as have been included therein by the board of directors.



Also, XP may,
but is not required to (unless required by the laws of the Cayman Islands), hold other extraordinary general meetings during the
year. General meetings of shareholders are generally expected to take place in São Paulo, Brazil, but may be held elsewhere
if the directors so decide.



The Companies
Law provides shareholders a limited right to request a general meeting, and does not provide shareholders with any right to put
any proposal before a general meeting in default of a company’s Articles of Association. However, these rights may be provided
in a company’s Articles of Association. XP’s Articles of Association provide that upon the requisition of one or more
shareholders representing not less than one-third of the voting rights entitled to vote at general meetings, the board
will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. The Articles
of Association provide no other right to put any proposals before annual general meetings or extraordinary general meetings.



Subject to regulatory
requirements, the annual general meeting and any extraordinary general meetings must be called by not less than eight (8) days’
notice prior to the relevant shareholders meeting and convened by a notice discussed below. Alternatively, upon the prior consent
of all holders entitled to receive notice, with regards to the annual general meeting, and the holders of 95% in par value of the
shares entitled to attend and vote at an extraordinary general meeting, that meeting may be convened by a shorter notice and in
a manner deemed appropriate by those holders.



XP will give notice
of each general meeting of shareholders by publication on its website and in any other manner that it may be required to follow
in order to comply with Cayman Islands law, Nasdaq and SEC requirements. The holders of registered shares may be given notice of
a shareholders’ meeting by means of letters sent to the addresses of those shareholders as registered in our shareholders’
register, or, subject to certain statutory requirements, by electronic means.



Holders whose
shares are registered in the name of DTC or its nominee, which we expect will be the case for all holders of Class A common
shares, will not be a shareholder or member of the company and must rely on the procedures of DTC regarding notice of shareholders’
meetings and the exercise of rights of a holder of the Class A common shares.



A quorum for a
general meeting consists of any one or more persons holding or representing by proxy not less than seventy-five percent of the
aggregate voting power of all shares in issue and entitled to vote upon the business to be transacted. If a quorum is not present
within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present,
a second



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meeting may be called with at least
five days’ notice to shareholders specifying the place, the day and the hour of the second meeting, as the Directors may
determine, and if at the second meeting a quorum is not present within half an hour from the time appointed for the meeting to
commence, the shareholders present shall be a quorum.



A resolution put
to a vote at a general meeting shall be decided on a poll. Generally speaking, an ordinary resolution to be passed by the shareholders
at a general meeting requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the shareholders
entitled to vote, present in person or by proxy and voting at the meeting and a special resolution requires the affirmative vote
on a poll of no less than two-thirds of the votes cast by the shareholders entitled to vote who are present in person
or by proxy at a general meeting. However, XP’s Articles of Association have expanded these definitions of ordinary and special
resolutions to additionally provide that any such resolutions intended to be passed as such in circumstances where Itaú
and/or GA Bermuda, as applicable, has(ve) exercised its/their veto rights pursuant to the Shareholders’ Agreement in respect
of such resolution shall be void ab initio. Both ordinary resolutions and special resolutions may also be passed by
a unanimous written resolution signed by all the shareholders of our Company, as permitted by the Companies Law and our Articles
of Association.



Pursuant to XP’s
Articles of Association, general meetings of shareholders are to be chaired by the chairman of our board of directors or in his
absence the vice-chairman of the board of directors. If the chairman or vice-chairman of our board of directors
is absent, the directors present at the meeting shall appoint one of them to be chairman of the general meeting. If neither the
chairman nor another director is present at the general meeting within 15 minutes after the time appointed for holding the meeting,
the shareholders present in person or by proxy and entitled to vote may elect any one of the shareholders to be chairman. The
order of business at each meeting shall be determined by the chairman of the meeting, and he or she shall have the right and authority
to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper
conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety,
limitations on the time allotted to questions or comments on the affairs of the Company, restrictions on entry to such meeting
after the time prescribed for the commencement thereof, and the opening and closing of the polls.



Actions Void ab Initio



Pursuant to the
Articles of Association, certain actions which are taken in contravention of the Shareholders’ Agreement shall be void ab
initio. These include any share and security issuances, as well as share sales, transfers, purchases and redemptions, and board
appointments.



Liquidation Rights



If XP is voluntarily
wound up, the liquidator, after taking into account and giving effect to the rights of preferred and secured creditors and to any
agreement between XP and any creditors that the claims of such creditors shall be subordinated or otherwise deferred to the claims
of any other creditors and to any contractual rights of set-off or netting of claims between XP and any person or persons
(including without limitation any bilateral or any multi-lateral set-off or netting arrangements between the company
and any person or persons) and subject to any agreement between XP and any person or persons to waive or limit the same, shall
apply XP’s property in satisfaction of its liabilities pari passu and subject thereto shall distribute the
property amongst the shareholders according to their rights and interests in XP.



Changes to Capital



Pursuant to the
Articles of Association, XP may from time to time by ordinary resolution:



| | • | increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe;
| | - | --------------------------------------------------------------------------------------------------------------------



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| | • | consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;
| | - | ---------------------------------------------------------------------------------------------------------------



| | • | convert all or any of its paid-up shares into stock and reconvert that stock into paid up shares of any denomination;
| | - | ---------------------------------------------------------------------------------------------------------------------



| | • | subdivide its existing shares or any of them into shares of a smaller amount, provided that in the subdivision the proportion
between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share
from which the reduced share is derived; or
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person
and diminish the amount of its share capital by the amount of the shares so cancelled.XP’s shareholders may by special resolution,
subject to confirmation by the Grand Court of the Cayman Islands on an application by the Company for an order confirming such
reduction, reduce its share capital or any capital redemption reserve in any manner permitted by law.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, subject
to the provisions of the Companies Law, our Articles of Association and the Shareholders’ Agreement, XP may:



| | • | issue shares on terms that they are to be redeemed or are liable to be redeemed;
| | - | --------------------------------------------------------------------------------



| | • | purchase its own shares (including any redeemable shares); and
| | - | --------------------------------------------------------------



| | • | make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Companies Law, including
out of its own capital.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



Transfer of Shares



Subject to any
applicable restrictions set forth in the Articles of Association and the Shareholders’ Agreement, any shareholder of XP may
transfer all or any of his or her common shares by an instrument of transfer in the usual or common form or in the form prescribed
by the Nasdaq or any other form approved by the Company’s board of directors.



Our Class A
common shares are traded on the Nasdaq in book-entry form and may be transferred in accordance with XP’s Articles of Association
and Nasdaq’s rules and regulations.



However, XP’s
board of directors may, in its absolute discretion, decline to register any transfer of any common share which is either not fully
paid up to a person of whom it does not approve or is issued under any share incentive scheme for employees which contains a transfer
restriction that is still applicable to such common share. The board of directors may also decline to register any transfer of
any common share unless:



| | • | the instrument of transfer is lodged with XP, accompanied by the certificate (if any) for the common shares to which it relates
and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the instrument of transfer is in respect of only one class of shares;
| | - | ---------------------------------------------------------------------



| | • | the instrument of transfer is properly stamped, if required;
| | - | ------------------------------------------------------------



| | • | the common shares transferred are free of any lien in favor of XP; and
| | - | ----------------------------------------------------------------------



| | • | in the case of a transfer to joint holders, the transfer is not to more than four joint holders.
| | - | ------------------------------------------------------------------------------------------------



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If the directors
refuse to register a transfer they are required, within two months after the date on which the instrument of transfer was lodged,
to send to the transferee notice of such refusal.



Share Repurchase



The Companies
Law and the Articles of Association permit XP to purchase its own shares, subject to certain restrictions. The board of directors
may only exercise this power on behalf of XP, subject to the Companies Law, the Articles of Association, the Shareholders’
Agreement and to any applicable requirements imposed from time to time by the SEC, the Nasdaq, or by any recognized stock exchange
on which our securities are listed.



Dividends and Capitalization of
Profits



We have not adopted
a dividend policy with respect to payments of any future dividends by XP. Subject to the Companies Law, XP’s shareholders
may, by resolution passed by a simple majority of the voting rights entitled to vote at a general meeting, declare dividends (including
interim dividends) to be paid to shareholders but no dividend shall be declared in excess of the amount recommended by the board
of directors. The board of directors may also declare dividends. Dividends may be declared and paid out of funds lawfully available
to XP. Except as otherwise provided by the rights attached to shares and the Articles of Association of XP, all dividends shall
be paid in proportion to the number of Class A common shares or Class B common shares a shareholder holds at the date
the dividend is declared (or such other date as may be set as a record date); but, (1) if any share is issued on terms providing
that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly; and (2) where we
have shares in issue which are not fully paid up (as to par value), we may pay dividends in proportion to the amounts paid up on
each share.



The holders of
Class A common shares and Class B common shares shall be entitled to share equally in any dividends that may be declared
in respect of XP’s common shares from time to time. In the event that a dividend is paid in the form of Class A common
shares or Class B common shares, or rights to acquire Class A common shares or Class B common shares, (1) the
holders of Class A common shares shall receive Class A common shares, or rights to acquire Class A common shares,
as the case may be and (2) the holders of Class B common shares shall receive Class B common shares, or rights to
acquire Class B common shares, as the case may be.



Pursuant to the
Shareholders’ Agreement, any distribution of dividends in an amount that exceeds 50% of our net profits for the year is subject
to a veto right by Itaú and GA Bermuda.



Appointment, Disqualification and
Removal of Directors



XP is managed
by its board of directors. The Articles of Association provide that the board of directors will be composed of such number of directors
as a majority of directors in office may determine, being up to 13 directors on the date of adoption of the Articles of Association.
There are no provisions relating to retirement of directors upon reaching any age limit. The Articles of Association also provide
that, while XP’s shares are admitted to trading on Nasdaq, the board of directors must always comply with the residency and
citizenship requirements of the U.S. securities laws applicable to foreign private issuers.



The Articles of
Association provide that directors shall be elected by an ordinary resolution of our shareholders, which requires the affirmative
vote of a simple majority of the votes cast on the resolution by the shareholders entitled to vote who are present, in person or
by proxy, at the meeting (provided that any resolution intended to be passed as an “ordinary resolution” in circumstances
where Itaú and/or GA Bermuda, as applicable, has(ve) exercised its/their veto rights pursuant to the Shareholders Agreement
in respect of such resolution shall be void ab initio). Each director shall be appointed for a two year term, unless they resign
or their office is vacated earlier, provided, however, that such term shall be extended beyond two years in the event that no successor
has been appointed (in which case such term shall be extended to the date on which such successor has been appointed).



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Grounds for Removing
a Director



A director may
be removed with or without cause by ordinary resolution. The notice of general meeting must contain a statement of the intention
to remove the director and must be served on the director not less than ten calendar days before the meeting. The director is entitled
to attend the meeting and be heard on the motion for his removal.



The office of
a director will be vacated automatically if he or she (1) becomes prohibited by law from being a director; (2) becomes
bankrupt or makes an arrangement or composition with his creditors; (3) dies or is in the opinion of all his co-directors, incapable
by reason of mental disorder of discharging his duties as director; (4) resigns his office by notice to us; or (5) has
for more than six months been absent without permission of the directors from meetings of the board of directors held during that
period, and the remaining directors resolve that his or her office be vacated.



Proceedings of the
Board of Directors



The Articles of
Association provide that XP’s business is to be managed and conducted by the board of directors. The quorum necessary for
the board meeting shall be a simple majority of the directors then in office, which majority must include such directors as may
be specified in the Shareholders’ Agreement, and business at any meeting shall be decided by a majority of votes. In the
case of an equality of votes, the chairman shall not have a casting vote.



Subject to the
provisions of the Articles of Association, the board of directors may regulate its proceedings as they determine is appropriate.
Board meetings shall be held at least once every calendar quarter and shall take place either in São Paulo, Brazil or at
such other place as the directors may determine.



Subject to the
provisions of the Articles of Association, to any directions given by ordinary resolution of the shareholders and the listing rules
of the Nasdaq, the board of directors may from time to time at its discretion exercise all powers of XP, including, subject to
the Companies Law, the power to issue debentures, bonds and other securities of the company, whether outright or as collateral
security for any debt, liability or obligation of our company or of any third party.



Corporate Opportunities



Pursuant to XP’s
Articles of Association, to the fullest extent permitted by applicable law, XP, on behalf of itself and its subsidiaries, agrees
that Itaú, its affiliates and subsidiaries or any of their respective officers, directors, representatives, agents, shareholders,
members and partners, (each a “specified party”) has the right to, and shall have no duty (statutory, fiduciary, contractual
or otherwise) not to, (x) directly or indirectly engage in the same or similar business activities or lines of business as
XP or its subsidiaries, including those deemed to be competing with XP or its subsidiaries, or (y) directly or indirectly
do business with any client or customer of XP or its subsidiaries. In addition, in the event that any specified party gains knowledge
of a potential transaction or matter that may be a corporate opportunity for XP or its subsidiaries, such specified party shall
have no duty (statutory, fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to XP or its
subsidiaries and, notwithstanding anything in XP’s Articles of Association to the contrary and, to the fullest extent permitted
by applicable law, shall not be liable to XP or its subsidiaries by reason of the fact that such specified party, directly or indirectly,
pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity
to XP or its subsidiaries. Notwithstanding anything in XP’s Articles of Association to the contrary, a specified party who
is a director or officer of XP and who is offered a business opportunity for XP or its subsidiaries solely in his or her capacity
as a director or officer of XP (a “directed opportunity”) shall communicate such directed opportunity to XP. Nothing
in XP’s Articles of Association shall be deemed to supersede any rights or obligations of any specified party under the Shareholders
Agreement. Each shareholder and director of XP, shall comply with the applicable duties and obligations under the Companies Law.
All confidential information of XP that is disclosed by XP to (a) any of the directors while such person is acting solely
in his or her capacity as a director of XP; or (b) the



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shareholders solely in their capacity
as shareholders of XP, shall not be used by such receiving party in any manner that violates applicable law. In this context, “confidential
information” means all proprietary information of XP that is disclosed by XP to the directors or shareholders of XP in their
capacity as directors or shareholders, respectively, other than information that (a) is or becomes part of the public domain
other than as a result of unauthorized disclosure by the directors or shareholders of XP; (b) is or becomes available to any
such director or shareholder from a source other than XP, provided that such other source is not, to the applicable director’s
or shareholder’s reasonable knowledge, acting in breach of applicable laws; (c) was in the possession of such director
or shareholder prior to the disclosure of such information to such party by XP, other than as a result of a disclosure in a breach
of applicable laws; or (d) was independently developed by such director or shareholder without reference to such confidential
information.



Inspection of Books and Records



Holders of XP
shares will have no general right under Cayman Islands law to inspect or obtain copies of the list of shareholders or corporate
records of the Company. However, the board of directors may determine from time to time whether and to what extent XP’s accounting
records and books shall be open to inspection by shareholders who are not members of the board of directors. Notwithstanding the
above, the Articles of Association provide shareholders with the right to receive annual financial statements. Such right to receive
annual financial statements may be satisfied by publishing the same on the company’s website or filing such annual reports
as we are required to file with the SEC.



Register of Shareholders



Our Class A
common shares are held through DTC, and DTC or Cede & Co., as nominee for DTC, which is recorded in the shareholders’
register as the holder of our Class A common shares.



Under Cayman Islands
law, XP must keep a register of shareholders that includes:



| | • | the names and addresses of the shareholders, a statement of the shares held by each member, and of the amount paid or agreed
to be considered as paid, on the shares of each member;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the date on which the name of any person was entered on the register as a member; and
| | - | -------------------------------------------------------------------------------------



| | • | the date on which any person ceased to be a member.
| | - | ---------------------------------------------------



Under Cayman Islands
law, the register of shareholders of XP is prima facie evidence of the matters set out therein (i.e. the register of shareholders
will raise a presumption of fact on the matters referred to above unless rebutted) and a shareholder registered in the register
of shareholders is deemed as a matter of Cayman Islands law to have prima facie legal title to the shares as set
against his or her name in the register of shareholders. After the completion of our initial public offering, the register of shareholders
was immediately updated to record and give effect to the issuance of new Class A common shares in such offering. Once the
register of shareholders was updated, the shareholders recorded in the register of shareholders were deemed to have legal title
to the shares set against their name.



If the name of
any person is incorrectly entered in or omitted from the register of shareholders, or if there is any default or unnecessary delay
in entering on the register the fact of any person having ceased to be a shareholder of XP, the person or member aggrieved (or
any shareholder of XP, or XP itself) may apply to the Cayman Islands Grand Court for an order that the register be rectified, and
the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification
of the register.



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Exempted Company



XP is an exempted
company with limited liability under the Companies Law. The Companies Law distinguishes between ordinary resident companies and
exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands
may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an
ordinary company except for the exemptions and privileges listed below:



| | • | an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
| | - | ---------------------------------------------------------------------------------------------------------------



| | • | an exempted company’s register of shareholders is not open to inspection;
| | - | -------------------------------------------------------------------------



| | • | an exempted company does not have to hold an annual general meeting;
| | - | --------------------------------------------------------------------



| | • | an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually
given for 20 years in the first instance);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
| | - | --------------------------------------------------------------------------------------------------------------------------



| | • | an exempted company may register as a limited duration company; and
| | - | -------------------------------------------------------------------



| | • | an exempted company may register as a segregated portfolio company.
| | - | -------------------------------------------------------------------



“Limited
liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares
of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an
illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).



Anti-Takeover Provisions in our
Articles of Association



Some provisions
of the Articles of Association may discourage, delay or prevent a change in control of XP or management that shareholders may consider
favorable. In particular, the capital structure of XP concentrates ownership of voting rights in the hands of XP Controle and Itaú,
with XP Controle as the controlling shareholder. These provisions, which are summarized below, are expected to discourage coercive
takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control
of XP to first negotiate with the board of directors. However, these provisions could also have the effect of discouraging others
from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of the
Class A common shares that often result from actual or rumored hostile takeover attempts. These provisions may also have the
effect of preventing changes in the management of XP. It is possible that these provisions could make it more difficult to accomplish
transactions that shareholders may otherwise deem to be in their best interests.



Two Classes of Common
Shares



The Class B
common shares of XP are entitled to 10 votes per share, while the Class A common shares are entitled to one vote per share.
Since XP Controle, Itaú and GA Bermuda own of all of the Class B common shares, XP Controle, Itaú and GA Bermuda
currently have the ability to elect a majority of the directors and to determine the outcome of most matters submitted for a vote
of shareholders, with XP Controle as the controlling shareholder. This concentrated voting control could discourage others from
initiating any potential merger, takeover, or other change of control transaction that other shareholders may view as beneficial.



So long as XP
Controle, Itaú and GA Bermuda have the ability to determine the outcome of most matters submitted to a vote of shareholders
as well as the overall management and direction of XP, third parties may be deterred in their willingness to make an unsolicited
merger, takeover, or other change of control proposal, or to engage in a proxy contest for the election of directors. As a result,
the fact that XP has two classes of common shares may have the effect of depriving you as a holder of Class A common shares
of an opportunity to sell your Class A common shares at a premium over prevailing market prices and make it more difficult
to replace the directors and management of XP.



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Preferred Shares



XP’s board
of directors is given wide powers to issue one or more classes or series of shares with preferred rights. Such preferences may
include, for example, dividend rights, conversion rights, redemption privileges, enhanced voting powers and liquidation preferences.



Despite the anti-takeover
provisions described above, under Cayman Islands law, XP’s board of directors may only exercise the rights and powers granted
to them under the Articles of Association, for what they believe in good faith to be in the best interests of XP.



Protection of Non-Controlling Shareholders



The Grand Court
of the Cayman Islands may, on the application of shareholders holding not less than one fifth of the shares of XP in issue, appoint
an inspector to examine the Company’s affairs and report thereon in a manner as the Grand Court shall direct.



Subject to the
provisions of the Companies Law, any shareholder may petition the Grand Court of the Cayman Islands which may make a winding up
order, if the court is of the opinion that this winding up is just and equitable.



Notwithstanding
the U.S. securities laws and regulations that are applicable to XP, general corporate claims against XP by its shareholders must,
as a general rule, be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights
as shareholders as established by XP’s Articles of Association.



The Cayman Islands
courts ordinarily would be expected to follow English case law precedents, which permit a minority shareholder to commence a representative
action against XP, or derivative actions in XP’s name, to challenge (1) an act which is ultra vires or illegal; (2) an
act which constitutes a fraud against the minority and the wrongdoers themselves control XP; and (3) an irregularity in the
passing of a resolution that requires a qualified (or special) majority.





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