NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY ORINDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,OR JAPAN OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE RESTRICTEDOR PROHIBITED BY LAW.TheManagement Board of XTB S.A. (the "Company") announces thaton 19 May 2025, it was notified by the Company's shareholder - XXZW Investment GroupS.A.(the "Shareholder")(the "Notification"), that on 19 May 2025, the acceleratedbook-building process directed at certain selected investors meetingspecified criteria (the "ABB"), the purpose of which wasthe sale by the Shareholder of dematerialised ordinary bearer shares inthe Company (the "Sale Shares"), has been completed.

Pursuant to theNotification, as a result of the ABB:1.the saleprice of one Sale Share was set at PLN 78.00; and2.the finalnumber of the Sale Shares was set at9,405,540which constitutes 8.00% of the shares in theshare capital of the Company and 8.00% of the total number of votes inthe Company.

Following thesettlement of the sale transactions within the ABB, the Shareholder willhold42,067,329shares in the Company,representing 35.78% of the shares in the Company's share capital and35.78% of the total number of votes 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., and UBSAG London Branchactedas the Global Coordinators and the Joint Bookrunners.

This material doesnot constitute an advertisement within the meaning of Article 22 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.

Neither thismaterial 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.

This material (andthe information therein) does not contain or constitute or form part ofany offer or invitation, or any solicitation or recommendation of anoffer, for securities, and under no circumstances shall it form thebasis of a decision on whether or not to invest in the securities of theCompany.