EX-FILING FEES 5 dp178965_10701.htm EXHIBIT 107.1

Exhibit 107.1

 

Calculation of Filing Fee Tables

 

Form F-4

 

 

(Form Type)

XP Inc.

 

 

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

 

Security Type

Security Class Title(1)

Fee

Calculation Rule

Amount Registered(2)

Proposed Maximum Offering Price Per Unit(3)

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee(4)

Newly Registered Securities
Fees to Be Paid Equity Common shares 457(f) 19,500,000 US$ 18.96

US$ 369,720,000.00

US$ 92.70 per US$ 1,000,000.00 US$ 34,273.04
Fees Previously Paid Equity Common shares 457(f) 19,500,000 US$ 24.42 US$ 476,238,750.00 US$ 44,147.33
Carry Forward Securities
Carry Forward Securities
Total Offering Amounts       US$ 34,273.04
Total Fees Previously Paid       US$ 44,147.33
Total Fee Offsets       US$ 34,273.04
Net Fee Due       US$         0.00

 

 
(1)This Registration Statement relates to Registrant’s Class A common shares, US$0.00001 par value, or the “XP Shares,” to be delivered to holders of common shares, or the “Modal Shares,” of Banco Modal S.A., a Brazilian corporation (sociedade anônima), or “Modal,” in connection with the proposed Merger of Modal with XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A., unless the Alternative Structure is implemented (as defined herein), an indirect wholly-owned subsidiary of the Registrant.

 

(2)Represents the maximum number of the Registrant’s Class A common shares estimated to be delivered to Modal Shareholders upon completion of the transaction described in the prospectus contained herein and is based upon an exchange ratio of one XP Share (in the form of XP BDRs) for           Modal Shares. This exchange ratio corresponds to           Modal Shares outstanding immediately prior to the completion of the Merger (which excludes Modal treasury shares) divided by           XP Shares.

 

(3)Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (referred to as the Securities Act) and computed pursuant to Rules 457(f)(1) and 457(c) under the Securities Act. The aggregate offering price of the XP Shares was calculated as follows: (a) 19,500,000 XP Shares to be exchanged for the Modal Shares, multiplied by (b) US$18.96, the average of the high and low prices of the XP Shares on the Nasdaq Global Select Market on September 6, 2022.

 

(4)Calculated at a rate equal to 0.0000927 multiplied by the proposed maximum aggregate offering price.

 

Table 2: Fee Offset Claims and Sources

 

 

Registrant or Filer Name

Form

or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Security Type Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset Claimed

Fee Paid with Fee Offset Source

Rules 457(b) and 0-11(a)(2)
Fee Offset Claims              
Fee Offset Sources            
Rule 457(p)                      
Fee Offset Claims    
Fee Offset Sources            

  

Table 3: Combined Prospectuses

 

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date