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 |
| — | — | — | — | — | — | — |
