Jednostkowe
sprawozdanie finan
This document is an unofficial translation of the Polish version of Annual Report for 2023 and does not constitute a current or periodical report as defined under the Regulation of
the Minister of Finance on the current and periodical information provided by issuers of securities and the conditions for considering the information required by the provisions of
law of the state not being a member state as equivalent thereto that was issued in accordance with the Polish Act on Public Offering , the Conditions Governing the Introduction of
Finance Instruments to Organised Trading, and Public Companies dated 29 July 2005 (amended and restated: Journal of Laws of 2020, item 2080 with subsequent amendments). This
document is for informational purposes only. Neither the Company, its shareholders, nor any of their advisors are responsible for translation errors, if any, or for any discrepancies
between the original report and this translation into English. If there are any discrepancies between the English translation and the Polish version, the latter shall prevail.
TABLE OF CONTENTS
PRESIDENT’S LETTER 4
STANDALONE FINANCIAL HIGHLIGHTS 7
STANDALONE FINANCIAL STATEMENTS 9
STANDALONE COMPREHENSIVE INCOME STATEMENT 10
STANDALONE STATEMENT OF FINANCIAL POSITION 11
STANDALONE STATEMENT OF CHANGES IN EQUITY 12
STANDALONE CASH FLOW STATEMENT 14
ADDITIONAL EXPLANATORY NOTES TO THE STANDALONE FINANCIAL STATEMENTS 15
1. General information 15
2. Compliance statement 16
3. Professional judgement 18
4. Adopted material accounting principles 19
5. Operating income 26
6. Salaries and employee benefits 27
7. Marketing 27
8. Costs of maintenance and lease of buildings 27
9. Other external services 28
10. Commission expenses 28
11. Other expenses 28
12. Finance income and costs 28
13. Segment information 29
14. Cash and cash equivalents 34
15. Financial assets at fair value though P&L 34
16. Investments in subsidiaries 34
17. Financial assets at amortised cost 36
18. Prepayments and deferred costs 36
19. Intangible assets 37
20. Property, plant and equipment 39
21. Amounts due to customers 41
22. Financial liabilities held for trading 41
23. Liabilities due to lease 41
24. Other liabilities 41
25. Provisions for liabilities and contingent liabilities 42
26. Equity 43
27. Profit distribution and dividend 44
28. Earnings per share 45
29. Current income tax and deferred income tax 45
30. Related party transactions 48
31. Remuneration of the audit companies 51
32. Employment 51
33. Supplementary information and explanations to the cash flow statement 51
34. Off-balance sheet items 52
35. Items regarding the compensation scheme 52
36. Capital management 53
37. Risk management 54
38. Post balance sheet events 66
MANAGEMENT BOARD REPORT ON THE OPERATIONS OF THE GROUP AND COMPANY 67
1. Key financial and operational data 69
2. Basic information 70
3. Business and Development of the Parent Company and its Capital Group 84
4. Operating and financial situation 94
5. Corporate Governance 121
6. Other information 153
7. Statement and information of the Management Board 158
DECLARATION AND ASSESMENT OF THE SUPERVISORY BOARD 159
PRESIDENTS LETTER
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 5
Presidents Letter
Dear Ladies and Gentlemen
On behalf of the entire Management Board, I am pleased
to present to you the report summarising the activities of
XTB S.A. Capital Group in the year under review. We will
remember the past year as a period full of challenges and
seized opportunities, which allowed us to share such
good results with you today, both operationally and
financially.
We acquired a record 312 thousand new clients in the
year under review. The number of active clients
increased by 51% y/y to almost 409 thousand. Last year's
financial results were also record breaking, with
consolidated revenues increasing by 10% y/y to almost
PLN 1,6 billion. We also recorded an increase in
consolidated net profit, which rose to PLN 791 million,
compared to PLN 766 million in the previous year. We see
the increase in operating expenses to PLN 694 million,
compared to PLN 559 million in the corresponding period
of the previous year, as a natural consequence of such
a dynamic growth of our business. In the coming years,
our priority remains to further expand our client base
and strengthen XTB's position as a global brand.
Our aim is to gain the trust of all our shareholders and to
meet the needs of clients looking for a comprehensive
investment solution. To achieve this, last year we
expanded our offer with investment plans that allow you
to intelligently invest your funds from as little as PLN 50.
From April 2023, we will allow our clients to invest in
company shares and ETFs in selected European and non-
European markets at a fraction of the price, giving them
more flexibility and control over their investments. But
this is only part of our ambitious plan, which we are
implementing in stages. As we expand our portfolio, we
are also looking at the fundamentals of our organisation
working to improve the quality of client service and
optimise internal processes, ultimately resulting in
increased efficiency and shareholder value for XTB.
I would like to take this opportunity to draw your
attention to a number of important developments that
took place in 2023. One of them is the establishment of
a strategic cooperation with the Association of Individual
Investors in order to jointly raise the standards of the
financial market in Poland. This cooperation should lead
to the appointment of an ombudsman responsible for
protecting investors' rights. The past year has also
brought many awards and distinctions. I am pleased to
recall our success in the Invest Cuffs competition, where
we received two commendations and four awards in
various categories. In turn, the decision of the chapter of
the "Bulls and Bears" competition organised by Gazeta
Giełdy i Inwestyorów Parkiet, we were awarded the title
of "Company of the Year mWIG40". Last year also
brought us the title of "Hero of the Capital Market" in the
"Brokerage House of the Year 2022" category, and we
were highly rated by investors in the annual survey
conducted by the Association of Individual Investors we
were the only brokerage house to receive a set of top
marks in the "Investment Opportunities" category.
One of the cornerstones of our activities has always been
financial education. In 2023, we were honoured to be
a partner of the 1st edition of the National Stock
Exchange Competition "Young Investor". The initiative
brought together almost 600 secondary school students
from all over Poland. For the eighth time, we organised
the XTB Investing Masterclass the largest free online
conference for investors. The event featured seven
lectures and six debates with 22 experts on investing,
geopolitics and artificial intelligence (AI). Around 10 000
users participated in the conference.
However, none of this would be possible without the
commitment of our employees. Our aim is to make the
XTB Group a pleasant and stimulating place to work for
them for many years to come. One of the ways in which
we try to attract new talent is through the 6th edition of
the IT Academy internship programme, which was very
well received and gave participants the opportunity to
develop their skills in various technologies. I was all the
more pleased to learn that we were ranked 4th in the
category of financial companies and 26th overall in the
"50 Best Employers in Poland" ranking by the Wprost
newspaper. Once again, our efforts to create a good
working environment in a culture of mutual respect and
support for diversity have been recognised. This is also
confirmed by the results of our internal satisfaction
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 6
survey, in which 87% of our employees considered XTB
to be a place worth recommending to their families and
loved ones.
We have also established a dedicated ESG team within
our organisational structure to address sustainability
issues at XTB. One of the most important initiatives in this
area last year was the planting of more than 2 000 trees,
thanks to the commitment of our employees. Thanks to
the work of XTB's volunteers, we have given back to
nature 1,2 hectares of biodiverse deciduous forest, a self-
regulating complex ecosystem. We will describe this and
many other projects in more detail in our next
Sustainability Report, which will cover environmental,
social and governance issues. I encourage you to read
this document, which summarises our activities to date.
In the coming years, we plan to implement sustainable
development projects that we will report on in future
reporting periods.
I encourage you to read the Annual Report. I would also
like to express my sincere thanks to our shareholders
and clients for the trust they have placed in us, and to our
employees for their dedication and contribution to our
collective success.
Yours sincerely,
Omar Arnaout
President of the Management Board of XTB S.A.
STANDALONE FINANCIAL
HIGHLIGHTS
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
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STANDALNE FINANCIAL HIGHLIGHTS
IN PLN000
IN EUR’000
12 MONTH PERIOD ENDED
12 MONTH PERIOD ENDED
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Standalone comprehensive income
statement:
Total operating income 1 462 315 1 334 397 322 921 284 623
Profit on operating activities 889 970 875 240 196 531 186 686
Profit before tax 955 816 929 877 211 071 198 340
Net profit 787 136 761 564 173 822 162 439
Net profit and diluted net profit per share
attributable to shareholders of the Parent Company
(in PLN/EUR per share)
6,70 6,49 1,48 1,38
Standalone cash flow statement:
Net cash from operating activities 433 862 1 084 002 95 809 231 214
Net cash from investing activities 283 004 (324 321) 62 495 (69 177)
Net cash from financing activities (565 979) (180 366) (124 984) (38 472)
Increase/(Decrease) in net cash and cash
equivalents
150 887 579 315 33 320 123 566
IN PLN000
IN EUR’000
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Standalone statement of financial
position:
Total assets 4 498 167 3 913 277 1 034 537 834 405
Total liabilities 2 770 237 2 414 914 637 129 514 918
Share capital 5 878 5 869 1 352 1 251
Equity 1 727 930 1 498 363 397 408 319 487
Number of shares 117 569 251 117 383 635 117 569 251 117 383 635
Carrying amount and diluted carrying amount per
share attributable to shareholders of the Parent
Company (in PLN/EUR per share)
14,70 12,76 3,38 2,72
The above financial information has been translated into EUR as follows:
items in the standalone comprehensive income statement and standalone cash flow statement by the
arithmetic average of exchange rates published by the National Bank of Poland as of the last day of the month
during the reporting period:
for the current period: 4,5284;
for the comparative period: 4,6883;
items of standalone statement of financial position by the average exchange rate published by the National
Bank of Poland as of the end of the reporting period:
for the current period: 4,3480;
for the comparative period: 4,6899.
STANDALONE FINANCIAL
STATEMENTS
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 10
STANDALONE COMPREHENSIVE INCOME STATEMENT
NOTE
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
5.1
1 450 072
1 328 564
5.2
10 158
5 764
2 085
69
5
1 462 315
1 334 397
7
(204 851)
(171 317)
6
(204 843)
(148 627)
9
(89 219)
(79 130)
10
(37 708)
(31 102)
19,20
(14 497)
(9 872)
(8 996)
(6 988)
8
(5 807)
(4 189)
11
(6 424)
(7 932)
(572 345)
(459 157)
889 970
875 240
16
(125)
(737)
12
104 585
56 208
12
72 611
22 953
12
(38 614)
(834)
955 816
929 877
29
(168 680)
(168 313)
787 136
761 564
(1 625)
455
(2 224)
612
(2 224)
612
930
(216)
(3 154)
828
599
(157)
785 511
762 176
28
6,70
6,49
28
6,70
6,49
28
6,70
6,49
28
6,70
6,49
The comprehensive income statement should be read together with the supplementary notes to the financial
statements, which are an integral part of these financial statements.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 11
STANDALONE STATEMENT OF FINANCIAL POSITION
NOTE
31.12.2023
31.12.2022
14
3 414 342
2 927 923
15
852 787
796 117
16
49 429
43 487
129
-
17
110 347
83 218
18
14 454
12 541
19
1 086
1 333
20
47 563
42 455
29
8 030
6 203
4 498 167
3 913 277
21
2 500 414
2 176 863
22
68 017
68 196
22 641
1 304
24
27 201
28 108
23
86 331
78 603
25
3 732
4 002
29
61 901
57 838
2 770 237
2 414 914
26
5 878
5 869
26
71 608
71 608
26
863 028
657 417
26
280
1 905
787 136
761 564
1 727 930
1 498 363
4 498 167
3 913 277
The statement of financial position should be read together with the supplementary notes to the financial statements,
which are an integral part of these financial statements.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
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STANDALONE STATEMENT OF CHANGES IN EQUITY
Statement of changes in equity for the period from 1 January 2023 to 31 December 2023
(IN PLN’000)
SHARE
CAPITAL
SUPPLEMENTARY
CAPITAL
OTHER
RESERVES
FOREIGN EXCHANGE
DIFFERENCES ON
TRANSLATION OF
FOREIGN
OPERATIONS AND
SEPARATE FUNDS
RETAINED
EARNINGS
TOTAL
EQUITY
NOTE
26
26
26, 27
26
27
As at 1 January 2023
5 869
71 608
657 417
1 905
761 564
1 498 363
Total comprehensive income for the financial year
Net profit
-
-
-
-
787 136
787 136
Other comprehensive income
-
-
-
(1 625)
-
(1 625)
Total comprehensive income for the financial year
-
-
-
(1 625)
787 136
785 511
Transactions with Parent Company’s owners
recognized directly in equity
Appropriation of profit
- dividend payment
-
-
-
-
(570 484)
(570 484)
- transfer to other reserves
-
-
191 080
-
(191 080)
-
Issue of Equity
9
-
-
-
-
9
Inclusion of share based incentive scheme
-
-
14 531
-
-
14 531
Increase (decrease) in equity
9
-
205 611
(1 625)
25 572
229 567
As at 31 December 2023
5 878
71 608
863 028
280
787 136
1 727 930
The statement of changes in equity should be read together with the supplementary notes to the financial statements, which are an integral part of these financial
statements.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
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Statement of changes in equity for the period from 1 January 2022 to 31 December 2022
(IN PLN’000)
SHARE
CAPITAL
SUPPLEMENTARY
CAPITAL
OTHER
RESERVES
FOREIGN EXCHANGE
DIFFERENCES ON
TRANSLATION OF
FOREIGN
OPERATIONS AND
SEPARATE FUNDS
RETAINED
EARNINGS
TOTAL
EQUITY
NOTE
26
26
26, 27
26
27
As at 1 January 2022
5 869
71 608
598 651
1 450
234 841
912 419
Total comprehensive income for the financial year
Net profit
-
-
-
-
761 564
761 564
Other comprehensive income
-
-
-
455
-
455
Total comprehensive income for the financial year
-
-
-
455
761 564
762 019
Transactions with Parent Company’s owners
recognized directly in equity
Appropriation of profit
- dividend payment
-
-
-
-
(176 075)
(176 075)
- transfer to other reserves
-
-
58 766
-
(58 766)
-
Issue of Equity
-
-
-
-
-
-
Inclusion of share based incentive scheme
-
-
-
-
-
-
Increase (decrease) in equity
-
-
58 766
455
526 723
585 944
As at 31 December 2022
5 869
71 608
657 417
1 905
761 564
1 498 363
The statement of changes in equity should be read together with the supplementary notes to the financial statements, which are an integral part of these financial
statements.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
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STANDALONE CASH FLOW STATEMENT
(IN PLN’000)
NOTE
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Cash flows from operating activities
Profit before tax
955 816
929 877
Adjustments:
(375 042)
286 757
(Gain) Loss on investment activity
33.3
(37 443)
(22 636)
Proceeds / Expenses on cash deposits with maturity over 3M
(300 000)
300 000
Amortization and depreciation
19, 20
14 497
9 872
Foreign exchange (gains) losses from translation of own cash
4 272
5 364
Other adjustments
33.1
(873)
347
Changes
Change in provisions
(270)
(663)
Change in balance of financial assets at fair value through P&L and
financial liabilities held for trading
(17 658)
(128 517)
Change in balance of restricted cash
(339 804)
(167 986)
Change in financial assets at amortised cost
(27 129)
(35 422)
Change in balance of prepayments and accruals
(1 913)
(5 448)
Change in balance of amounts due to customers
323 551
297 672
Change in balance of other liabilities
33.2
7 728
34 174
Cash from operating activities
580 774
1 216 634
Income tax paid
(145 236)
(133 310)
Interest received
-
678
Interest paid
(1 676)
-
Net cash from operating activities
433 862
1 084 002
Cash flow from investing activities
Proceeds from sale of items of property, plant and equipment
3
10
Expenses relating to payments for property, plant and equipment
20
(14 098)
(12 301)
Expenses relating to payments for intangible assets
19
(106)
(1 117)
Expenses relating to payments for investments in subsidiaries
16
(6 067)
(4 344)
Expenses relating purchase of bonds
(553 946)
(857 657)
Expenses relating opened deposits
-
(300 000)
Proceeds from closed deposits
300 000
-
Interest received on deposits
2 667
-
Proceeds from sale of bonds
523 843
832 876
Interests on bonds
22 874
9 811
Dividends received from subsidiaries
7 834
8 401
Net cash from investing activities
283 004
(324 321)
Cash flow from financing activities
Payments of liabilities under finance lease agreements
(9 044)
(3 613)
Interest paid under lease
(991)
(678)
Dividend paid to owners
(570 484)
(176 075)
Issue of Equity
9
-
Inclusion of share based incentive scheme
14 531
-
Net cash from financing activities
(565 979)
(180 366)
Increase (Decrease) in net cash and cash equivalents
150 887
579 315
Cash and cash equivalents opening balance
1 124 822
550 871
Increase (Decrease) in net cash and cash equivalents
150 887
579 315
Effect of FX rates fluctuations on balance of cash in foreign
currencies
(4 272)
(5 364)
Cash and cash equivalents closing balance
14
1 271 437
1 124 822
The cash flow statement should be read together with the supplementary notes to the financial statements, which are
an integral part of these financial statements.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
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ADDITIONAL EXPLANATORY NOTES TO THE STANDALONE FINANCIAL STATEMENTS
1. General information
1.1 Name and registered seat of the Company
Name: XTB Spółka Akcyjna
Legal form: Joint Stock Company
Country: Poland
Company registered seat: Prosta 67, 00-838 Warsaw
Regon statistical number: 015803782
Tax Identification Number: 5272443955
Registration in the National Court Register: 0000217580
1.2 Company business
XTB S.A. („Company”, XTB is a joint-stock company established pursuant to a notarial deed of 2 September
2004 - Repertory A-2712/2004. The Company was established for an indefinite period.
On 22 September 2004, the Company was entered in the National Court Register by the District Court for the Capital
City of Warsaw, 12th Commercial Department of the National Court Register, under No. 0000217580. The Company was
granted a statistical REGON number 015803782 and a tax identification (NIP) number 5272443955.
The Company’s operations consist of conducting brokerage activities on the stock exchange (stocks, ETFs) and OTC
markets (currency derivatives, commodities, indices, stocks and ETFs and bonds). The Company is supervised by the
Polish Financial Supervision Authority and conducts regulated activities pursuant to a permit dated 8 November 2005,
No. DDMM4021571/2005.
On 1 January 2022, the address of the registered office of XTB S.A. from Ogrodowa street 58, 00-876 Warsaw at
Prosta street 67, 00-838 Warsaw.
On 5 January 2022, the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National
Court Register, registered a change of the company's name in the current wording "X-Trade Brokers Dom Maklerski
Spółka Akcyjna" to "XTB Spółka Akcyjna" (hereinafter also as "XTB S.A.").
1.3 Information on the reporting entities in the Company’s organizational
structure
The financial statements cover the following foreign branches which form the Company:
XTB S.A. organizačni složka (formerly: X-Trade Brokers Dom Maklerski Spółka Akcyjna, organizačni složka) – a branch
established on 7 March 2007 in the Czech Republic. The branch was registered in the commercial register maintained
by the City Court in Prague under No. 56720 and was granted the following tax identification number: CZK 27867102.
The new branch name was registered in the local registry on 6 April 2022.
XTB S.A. Sucursal en Espana (formerly: X-Trade Brokers Dom Maklerski Spółka Akcyjna, Sucursal en Espana)
a branch established on 19 December 2007 in Spain. On 16 January 2008, the branch was registered by the Spanish
authorities and was granted the tax identification number ES W0601162A. The new branch name was registered in
the local registry on 22 July 2022.
XTB S.A. organizačná zložka (formerly: X-Trade Brokers Dom Maklerski Spółka Akcyjna, organizačná zložka) - a branch
established on 1 July 2008 in the Slovak Republic. On 6 August 2008, the branch was registered in the commercial
register maintained by the City Court in Bratislava under No. 36859699 and was granted the following tax
identification number: SK4020230324. The new branch name was registered in the local registry on 9 April 2022.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 16
XTB S.A. Varsovia Sucursala Bucuresti (formerly: X-Trade Brokers Dom Maklerski S.A. Sucursala Bucuresti Romania)
- a branch established on 31 July 2008 in Romania. On 4 August 2008, the branch was registered in the Commercial
Register under No. 402030 and was granted the following tax identification number: RO27187343. The new branch
name was registered in the local registry on 22 April 2022.
XTB S.A. German Branch (formerly: X-Trade Brokers Dom Maklerski S.A., German Branch) - a branch established on
5 September 2008 in the Federal Republic of Germany. On 24 October 2008, the branch was registered in the
Commercial Register under No. HRB 84148 and was granted the following tax identification number: DE266307947.
The new branch name was registered in the local registry on 19 December 2022.
XTB S.A. Succursale Française (formerly: X-Trade Brokers Dom Maklerski Spółka Akcyjna branch in France) a branch
established on 21 April 2010 in the Republic of France. On 31 May 2010, the branch was registered in the Commercial
Register under No 522758689 and was granted the following tax identification number: FR61522758689. The new
branch name was registered in the local registry on 27 May 2022.
XTB S.A. Sucursal em Portugal (formerly: X-Trade Brokers Dom Maklerski S.A., Sucursal Portugesa) a branch
established on 7 July 2010 in Portugal. On 7 July 2010, the branch was registered in the Commercial Register and
was granted the following tax identification number: PT980436613. The new branch name was registered in the
local registry on 17 May 2022.
1.4 Composition of the Company’s Management Board
In the period covered by these financial statements and in the comparative period, the Management Board was
composed of the following persons:
NAME AND
SURNAME
FUNCTION
DATE OF FIRST
APPOINTMENT
TERM OF OFFICE
Omar Arnaout
Chairman of the
Management Board
23.03.2017
From the 1 July 2022 appointed for the new 3-years
term of office ending 1 July 2025
Paweł Szejko
Board Member
28.01.2015
From the 1 July 2022 appointed for the new 3-years
term of office ending 1 July 2025
Filip Kaczmarzyk
Board Member
10.01.2017
From the 1 July 2022 appointed for the new 3-years
term of office ending 1 July 2025
Jakub Kubacki
Board Member
10.07.2018
From the 1 July 2022 appointed for the new 3-years
term of office ending 1 July 2025
Andrzej Przybylski
Board Member
01.05.2019
From the 1 July 2022 appointed for the new 3-years
term of office ending 1 July 2025
2. Compliance statement
2.1 Compliance statement
These financial statements were prepared based on International Financial Reporting Standards (IFRS).
These financial statements constitute standalone financial statements of XTB S.A. and it is included in the consolidated
financial statements of XTB. Information on company’s subsidiaries is presented in note 16.
The financial statements of the XTB S.A. prepared for the period from 1 January 2023 to 31 December 2023 with
comparative data for the year ended 31 December 2022 cover the Company’s financial data and financial data of the
branch offices.
These financial statements have been prepared on the historical cost basis, with the exception of financial assets at fair
value and other financial assets and liabilities whose measured methods are described in the accounting policy. The
Company’s assets are presented in the statement of financial position according to their liquidity, and its liabilities
according to their maturities. Adopted material accounting policies are consistent with those of the previous financial
year, except for the new standards effective 1 January 2023.
The Company and its branch offices maintain their accounting records in accordance with the accounting principles
generally accepted in the countries in which these companies are established. The financial statements include
adjustments made in order to reconcile their financial statements with the IFRS.
The financial statements were approved by the Management Board on 27 March 2024.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
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Drafting these financial statements, the Company decided that none of the Standards would be applied retrospectively.
The IFRS comprise standards and interpretations approved by the International Accounting Standards Board (“IASB”)
and the International Financial Reporting Interpretations Committee (“IFRIC”).
2.2 Functional currency and reporting currency
The functional currency and the presentation currency of these financial statements is the Polish zloty (“zł”, “PLN”), and
unless stated otherwise, all amounts are shown in thousands of zloty (PLN’000).
2.3 Going concern
The financial statements were prepared based on the assumption that the Company would continue as a going concern
in the foreseeable future. At the date of preparation of these financial statements, the Management Board of XTB S.A.
does not state any circumstances that would threaten the company’s continued operations in the 12 months from the
date of acceptance of these financial statements.
2.4 Comparability of data and consistency of the policies applied
Data presented in the financial statements is comparable and prepared under the same principles for all periods
covered by the financial statements.
2.5 The impact of Russia’s invasion of Ukraine on the Company’s results
On February 24, 2023, Russian troops crossed the eastern, southern and northern borders of Ukraine, attacking the
territory of Ukraine. In connection with hostilities by Russia, representatives of the European Union and many other
countries have introduced severe sanctions against Russia, which mainly affect strategic sectors of the Russian economy
by blocking access to technology and markets. This situation currently has no significant impact on the Company,
however, it caused high volatility in the financial and commodity markets around the world, which affected the
transaction activity of XTB clients and the Company's results in 2022.
2.6 Changes in the accounting policies
The accounting policies applied in the preparation of the standalone financial statements are consistent with those
applied in the preparation of the standalone financial statements of the Group for the year ended 31 December 2022,
except for the application of new or amended standards and interpretations applicable to annual periods beginning on
or after 1 January 2023.
Amendments to IFRS 17 “Insurance contracts” and amendments to IFRS 17,
Amendments to IFRS 17 “Insurance Contracts” - initial application of IFRS 17 and IFRS 9,
Amendments to IAS 1 "Presentation of financial statements" and IFRS Board Guidelines on disclosures regarding
accounting policies in practice - the issue of materiality in relation to accounting policy,
Amendments to IAS 8 “Accounting policies, changes in accounting estimates and errors” - definition of estimated
values,
Amendments to IAS 12 Income Taxes - deferred tax related to assets and liabilities arising from a single transaction,
Amendments to IAS 12 Income Taxes - global minimum income tax.
The Company has not decided to apply earlier any Standard, Interpretation or Amendment that has been issued, but
has not yet become effective in light of the EU regulations. New or amended standards and interpretations that are
applicable for the first time in 2023 did not have a significant impact on the Company's annual consolidated financial
statements. Due to changes related to IAS 1, the Company conducted an analysis of accounting policies and some
disclosures were removed
XTB S.A.
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2.7 New standards and interpretations which have been published but are not
yet binding
The following standards and interpretations have been published by the International Accounting Standards Board but
are not yet binding:
Amendments to IFRS 16 "Leases" - lease liabilities in sale and leaseback transactions effective for financial years
beginning on or after 1 January 2024,
Amendments to IAS 1 Presentation of Financial Statements - classification of liabilities as current or non-current
effective for financial years beginning on or after 1 January 2024,
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 “Financial Instruments: Disclosures" - financing
agreements for liabilities to suppliers not yet endorsed by EU at the date of approval of these financial statements
- effective for financial years beginning on or after 1 January 2024,
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates - lack of interchangeability - not yet
endorsed by EU at the date of approval of these financial statements effective for financial years beginning on or
after 1 January 2025,
Amendments to IFRS 14 "Regulatory Deferral Accounts" the endorsement process of these Amendments has been
postponed by EU - the effective date was deferred indefinitely by IASB,
Amendments to IFRS 10 “Consolidated financial statements” and IAS 28 Investments in Associates and Joint Ven-
tures- sale or contribution of Assets Between an Investor and its Associate or Joint Venture the endorsement
process of these Amendments has been postponed by EU - the effective date was deferred indefinitely by IASB.
Above new standards and interpretations which have been published but are not yet binding do not have a significant
impact on the Company’s standalone financial statements.
3. Professional judgement
In the process of applying the accounting principles (policy), the Management Board of the Parent Company made the
following judgements that have the greatest impact on the reported carrying amounts of assets and liabilities.
Revenue recognition
Transaction price is determined at fair value, what is described in detail in notes 4.11 and 4.12. Variable remuneration,
liabilities due to reimbursements and other in the case of the Company do not occur.
3.1 Material estimates and valuations
In order to prepare its financial statements in accordance with the IFRS, the Company has to make certain estimates
and assumptions that affect the amounts disclosed in the financial statements. Estimates and assumptions subject to
day-to-day evaluation by the Company’s management are based on experience and other factors, including
expectations as to future events that seem justified in the given situation. The results are a basis for estimates of
carrying amounts of assets and liabilities.
Although the estimates are based on best knowledge regarding the current conditions and actions taken by the
Company, actual results may differ from the estimates. Adjustments to estimates are recognised during the reporting
period in which the adjustment was made provided that such adjustment refers only to the given period or in
subsequent periods if the adjustment affects both the current period and subsequent periods. The most important
areas for which the Company makes estimates are presented below.
3.2 Impairment of assets
As at each balance sheet date, the Company determines whether there are any indications of impairment of a given
financial asset or group of financial assets. In particular, the Company tests its past due receivables for impairment and
writes down the estimated amount of doubtful and uncollectible receivables.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
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At each balance sheet date, the Company assesses whether there are objective indications of impairment of other
assets, including intangible assets. Impairment is recognised when it is highly likely that all or a significant part of the
respective assets will not bring about the expected economic benefits, e.g. as a result of expiry of licences or
decommissioning.
Deferred income tax assets
At each balance sheet date, the Company assesses the likelihood of settlement of unused tax credits with the estimated
future taxable profit, and recognises the deferred tax asset only to the extent that it is probable that future taxable
profit will be available against which the unused tax credits can be utilised, which is described in note 29.2.2.
Period for settlement of the deferred tax asset
The Company recognises a deferred tax asset based on the assumption that a tax profit will be generated in the future
enabling its utilisation. Deterioration in tax results in the future might result in the assumption becoming unjustified.
The deferred tax asset relates mainly to the losses generated by foreign operations and subsidiaries in the initial period
of their operation recognised in the balance sheet. The Company analyses the possibility of recognising such assets,
taking into consideration local tax regulations, and analyses future tax budgets assessing the possibility of recovering
these assets.
3.3 Fair value measurement
Information on estimates relative to fair value measurement is presented in note 38 Risk management. The fair value
measurement framework uses valuation techniques that are appropriate to the circumstances and for which sufficient
data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of
unobservable inputs. The methodology developed by the Company for determining fair value involves adjusting the
fair value model to the characteristics of the financial asset being valued.
3.4 Other estimates
Provisions for liabilities connected with retirement, pension and death benefits are calculated using the actuarial
method by an independent actuary as the current value of the Company’s future amounts due to employees, based on
their employment and salaries as at the balance sheet date. The calculation of the provision amount is based on
a number of assumptions, regarding both macroeconomic conditions and employee turnover, risk of death, and others.
Provision for unused holidays is calculated on the basis of the estimated payment of holiday benefits, based on the
number of unused holidays, and remuneration as at the balance sheet date.
Provisions for legal risk are determined individually based on the circumstances of a given case. The Company assesses
the chance of winning particular case and consequently assesses the need of establishment of provision in case of
a loss in relations to all court cases.
4. Adopted material accounting principles
4.1 Functional currency and reporting currency
Transactions executed in currencies other than the functional currency are entered on the basis of the exchange rate
as at the transaction date. As at the balance sheet date, the monetary assets and liabilities in foreign currencies are
translated using the average NBP rate as at that date. Noncash items are carried based on historical cost.
The Company’s functional currency is the Polish zloty, which is also the functional currency of these standloane financial
statements.
Foreign exchange differences are reported under revenue or expenses of the period in which they occur.
The following exchange rates were adopted for the purpose of measuring assets and liabilities as at the balance sheet
date and for converting items of the comprehensive income statement:
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
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CURRENCY
STANDALONE STATEMENT
OF FINANCIAL POSITION
STANDALONE STATEMENT
OF COMPREHENSIVE INCOME
31.12.2023
31.12.2022
31.12.2023
31.12.2022
USD
3,9350
4,4018
-
-
EUR
4,3480
4,6899
4,5284
4,6883
CZK
0,1759
0,1942
0,1889
0,1910
RON
0,8742
0,9475
0,9145
0,9501
HUF
0,0113
0,0117
-
-
GBP
4,9997
5,2957
-
-
TRY
0,1337
0,2349
-
-
4.2 Cash and cash equivalents
Cash and cash equivalents comprise bank deposits on demand. The Company classifies as cash equivalent investments
which are readily convertible to a specific amount of cash, are subject to an insignificant risk of changes in value, and
with payment terms of up to three months as of the date of acquisition.
The Company reports cash flows using the indirect method.
Income from interest received on cash and other monetary assets and expenses from interest paid to customers are
classified under operating activities, while expenses from interest paid under finance lease are classified under
financing activities.
Cash comprises the Company’s own cash and customers’ cash. Customers’ cash is deposited in bank accounts
separately from the Comapny’s cash. Customers’ cash and cash equivalents are not analysed in the consolidated cash
flow statements.
4.3 Financial assets and liabilities
Investments are entered as at the date of purchase and derecognised from the financial statements as at the date of
sale (transactions are recognised as on the date of conclusion) if the agreement requires their delivery on a specific
date set forth by the market, and their initial value is measured at fair value. Transaction costs of the acquisition of
financial assets and liabilities at fair value through profit or loss are entered under costs for the period, while the
transaction costs of other types of assets and liabilities are recognised at the initial value of these assets and liabilities.
Financial assets are classified as
financial assets at amortised cost,
financial assets at fair value through profit and loss (including financial assets held for trading),
financial assets at fair value through other comprehensive income.
Financial liabilities are classified as:
financial liabilities at amortised cost,
financial liabilities at fair value through profit and loss (including financial liabilities held for trading).
The Company classifies a financial asset based on the entity's business model for the management of financial assets
and characteristics of the cash flows arising from the contract for a financial asset (the so-called "SPPI criterion"). The
entity reclassifies investments in debt instruments if, and only if, the management model for those assets changes.
4.3.1 Financial assets at amortised cost
Financial asset is measured at amortised cost if both of the following conditions are met:
the financial asset is held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows;
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Interest revenue is calculated by using the effective interest method and recognized in profit or loss in position “Finance
income”.
XTB S.A.
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4.3.2 Financial assets at fair value through profit or loss
Financial assets items which do not meet the criteria of measurement at amortised cost are measured at fair value
through profit or loss.
Profit or loss form measurement of debt investments at fair value is recognized in profit or loss.
Dividends are recognized in profit or loss when the entity's right to receive payment of the dividend is established.
The Company falls into this category mainly OTC derivatives and stocks.
4.3.3 Fair value measurement
Fair value is the price that can be obtained at the date of valuation from the sale of an asset or can be paid for the
transfer of liability in an ordinary transaction between market participants.
For financial instruments available on an active market, the fair value is measured based on quoted market prices.
A market is considered to be active if the quoted prices are generally and directly available and represent current and
actual transactions concluded between unrelated parties.
For instruments for which there is no active market, the fair value is determined on the basis of valuation models.
The fair value of a financial instrument at initial recognition is the transaction price, i.e. fair value of the price paid or
received.
Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of relevant observable inputs and minimizing the use of
unobservable inputs, namely:
1. valuation based on the data fully observable (active market quotations);
2. valuation models using information which does not constitute the data from Level 1, but observable, either directly
or indirectly (quotations for similar assets and liabilities from active or inactive markets);
3. valuation models using unobservable data (not derived from an active market).
Valuation techniques used to determine fair value are applied consistently.
4.3.4 Impairment of financial assets
Financial assets, aside from those carried at fair value through profit or loss, are tested for impairment at every balance
sheet date. Financial assets are impaired when there is objective evidence that the events which occurred after initial
recognition of the asset have an adverse impact on the estimated future cash flows of the given financial assets.
The Company uses a simplified impairment model for its financial assets. In this model, the Company estimates the
expected credit loss over the horizon to maturity of the financial instrument.
The expected credit loss is calculated at the time the receivable is recognized in the statements and is updated at each
subsequent date ending the reporting period, depending on the number of days the receivable is past due.
The expected credit loss calculated at the time of initial recognition of a financial asset and any subsequent increase in
the expected credit loss is recognized in profit or loss.
4.3.5 Financial liabilities at amortised cost
Financial liabilities measured at amortised cost, including bank loans and borrowings, are initially carried at fair value
less transaction costs.
Later on, they are measured at amortised cost using the effective interest rate method.
4.3.6 Financial liabilities at fair value through profit or loss
Financial liabilities measured at fair value through profit or loss include financial liabilities held for trading if:
it was incurred primarily for repurchase over a short period of time;
XTB S.A.
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it is part of a specific financial instrument portfolio managed jointly by the Company in accordance with the current
and actual model for generating shortterm profits; or
it is a derivative instrument not classified and not operating as collateral.
An entity may, at initial recognition, irrevocably designate a financial liability as measured at fair value through profit or
loss when doing so results in more relevant information. , because either:
Financial liabilities at fair value through profit or loss are disclosed at fair value and the resulting financial profits or
losses are entered under income or expenses for the period, and the resulting financial profit or loss is recognised as
the income or expenses for the period, taking into account interest paid on a given financial liability.
4.4 Investments in subsidiaries
Subsidiaries are understood as entities controlled by the Parent Company (inclusive of special purpose entities). It is
recognized that control exists when the Company has the ability to influence through the power on risks and rewards
of variable returns to investor from the investment.
Investments in subsidiaries in separate financial statements are valued at cost.
4.5 Intangible assets
Intangible assets include the Company’s assets which do not exist physically, which are identifiable and can be reliably
measured, and which will give the Company economic benefits in the future.
Intangible assets are disclosed initially at cost of acquisition or production. As at the balance sheet date, intangible
assets are carried at cost less accumulated amortisation and impairment writeoffs, if any.
Amortisation of intangible assets is carried out on the basis of rates reflecting their estimated useful lives. The Company
has no intangible assets with an indefinite useful life. The straight-line method is applied to depreciate intangible assets
with a definite useful life. The useful life of the respective intangible assets is as follows:
TYPE
DEPRECIATION PERIOD
Software licences
5 years
Intangible assets manufactured internally
5 years
Other intangible assets
10 years
4.6 Property, plant and equipment
Property, plant and equipment include items of property, plant and equipment as well as expenses for property, plant
and equipment under construction which the Company intends to use in connection with its operations and for
administration purposes, in a period of over 1 year, and which will bring economic benefits in the future.
Expenditures on property, plant and equipment include actual capital expenditures, as well as expenditures for future
supplies of equipment and services connected with the development of items of property, plant and equipment
(prepayments made).
Property, plant and equipment and expenses for property, plant and equipment under construction are initially
disclosed at cost of acquisition or production. Significant components are also treated as separate items of property,
plant and equipment. As at the balance sheet date, property, plant and equipment is carried at cost less depreciation
and impairment write-offs, if any.
Depreciation of property, plant and equipment, including their components, is carried out on the basis of rates
reflecting their estimated useful lives, and starts in the month following the month they are accepted for use. Useful life
estimates are reviewed on an annual basis. The straight-line method is applied to depreciate property, plant and
equipment. The useful life of the respective items of property, plant and equipment is as follows:
TYPE
DEPRECIATION PERIOD
Mobile phones
2 years
Computers
From 3 to 5 years
Vehicles
5 years
Office furniture and equipment
from 5 to 12 years
XTB S.A.
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4.7 Lease
Identifying a lease
At new contract inception, the Company assesses whether the contract is a lease or whether it contains a lease. An
agreement is a lease or contains a lease if it transfers the right to control the use of an identified asset for a given period
in exchange for remuneration.
Company have the right to control the use of an identified asset for part of the duration of an agreement only, the
agreement contains a lease in respect of this part of the period.
Rights resulting from lease, rental, hire or other agreements which meet the definition of a lease are recognised as right
of use underlying assets within the framework of non-current assets with a corresponding lease liabilities.
Initial recognition and measurement
The Company recognises the right of use asset as well as the lease liability on the date of commencement of the lease.
On the date of commencement the Company measured the right of use asset at cost. The lease liability on the
commencement date shall be calculated on the basis of the current lease payments that are payable by that date and
discounted by the marginal interest rates of the lease.
Depreciation
The right of use asset is depreciated linearly over the shorter of the following two periods: the period of lease or the
useful life of the underlying asset. However in cases where the Company can be reasonably sure that it will regain
ownership of the asset prior to the end of the lease term, right of use shall be depreciated from the day of
commencement of the lease until the end of the useful life of the asset.
Impairment
Right-of-use assets are amortised on a straight-line basis over the shorter of the lease term or the useful life of the
underlying asset, unless the Company is reasonably certain that it will obtain title before the end of the lease term, in
which case the right-of-use is amortized from the lease commencement date to the end of the asset's useful life.
Short-term lease
The Company applies a practical solution to short-term lease contracts, which are characterised by contract term to
12 months. Simplifications regarding these contracts involve the settlement of lease payments as costs on a straight-
line basis, for the duration of the lease agreement.
Leases of low-value assets
Low-value assets are considered to be those which have a value when new not higher than PLN 43 thousand translated
at the exchange rate of the first day of application, i.e. 1 January 2019 (representing EUR 10 thousand) or the equivalent
value in another currency as per the average closing rate of exchange of the National Bank of Poland at the moment of
initial recognition of a contract. Simplifications in respect of such contracts are due to the settlement of costs on a
straight-line basis for the term of the lease contract.
4.8 Provisions for liabilities
Provisions for liabilities are established when the Company has an existing legal or constructive obligation connected
with past events and it is probable that the performance of this obligation will result in an outflow of funds representing
economic benefits, and the amount of the liability can be reliably assessed, although the amount or maturity of the
liability are not certain.
The amount of the provision recognised reflects the most accurate estimates possible of the amount required to settle
the current liability as at the balance sheet date, taking into account risk and uncertainty connected with this liability. In
the event of measuring a provision using the estimated cash flow method necessary to settle the current liability, its
carrying amount reflects the current value of such cash flows.
If it is probable that some or all of the economic benefits required to settle a provision can be recovered from a third
party, such receivable will be recognised as an asset, provided that the probability of recovery is sufficiently high and
can be reliably assessed.
XTB S.A.
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4.9 Equity
Equity includes capitals and funds established in compliance with the mandatory legal regulations, i.e. applicable laws
and the statute. Retained profit is also disclosed under equity. Share capital is disclosed in the amount set out in the
Parent Company’s Statute. Unregistered payments to the share capital are disclosed under the Parent Company’s equity
and reported in the nominal amount of the payment received.
4.10 Customers’ financial instruments and nominal values of transactions on
derivatives (off-balance sheet items)
Offbalance sheet items include: the nominal values of derivatives in transactions executed with customers and brokers
in the OTC market, and the values of financial instruments of the Company’s customers, acquired on the regulated stock
exchange market and deposited in the accounts of the Company’s customers.
4.11 The result of operations on financial instruments
The result of operations on financial instruments covers all realised and unrealised income and expenses connected
with trading in financial instruments, including dividend, interest and FX rate differences. The result of operations on
financial instruments is calculated as the difference between the value of the instrument at the sale price and the
purchase price.
The result of operations on financial instruments is composed of the following items:
Result on financial assets at fair value through P&L: result on financial instruments on transactions with customers
and brokers;
The net income/(costs) on financial assets at amortised cost: result on debt securities (interest result calculated using
the effective interest rate method);
Discounts for customers and commissions for introducing brokers depend on the actual volume of trading in the
financial instruments. This item decreases the result on transactions in financial instruments;
Financial intermediation services relating to commissions paid to subsidiaries. This item reduces the result on
operations on financial instruments.
4.12 Fee and commission income and expenses
Fee and commission income includes brokerage fees and other charges against financial services charged to customers,
and is disclosed at the date when the customer enters into a given transaction.
Fee and commission expenses are connected with financial brokerage services acquired by the Company, and disclosed
at the date when the services were provided.
4.13 Cost of employee benefits
Shortterm employee benefits, including specific contributions to benefit schemes, are disclosed in the period when
the Company received a given benefit from an employee, and in the case of profit distribution or bonus payments,
when the following conditions are met:
the entity has a present legal or constructive obligation to make such payments as a result of past events; and
a reliable estimate of the obligation can be made.
For paid leave benefits, employee benefits are recognised to the extent of accumulated paid leave, at the time of
performance of work that increases the entitlement to future paid absences (provision for unused holidays). Non
accumulating paid absences are recognised when the absences occur.
Starting from 2012, the Company applies the policy of variable remuneration elements for the persons occupying key
positions. Until 2022, benefits granted to the employees within the framework of the Program of variable remuneration
elements were granted in 50 per cent in cash and in 50 per cent in the form of the financial instruments whose value was
related to the Company’s financial standing. The part of benefits granted in the form of financial instruments whose value
was related to the Company’s financial standing, was paid in cash within 3 years after the date of being granted.
XTB S.A.
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The provision for employee benefits due to variable remuneration elements was recognised in the comprehensive income
statement in “Employee benefits and remuneration”.
In 2023, the Program of variable remuneration elements for employees whose professional activities have a significant
impact on the Company's risk profile has changed. Under this Program, XTB will offer its participants 100% variable share-
based compensation. For share-based payment transactions settled in equity instruments, the entity measures the goods
received and the increase in equity at the fair value of the goods received. The costs associated with share-based payments
are recognized directly in equity.
4.14 Finance incomes and costs
Finance income includes interest income on funds invested by the Company. Finance costs consist of interest expense
paid to customers, interest on finance lease paid and other interest on liabilities other than relating to result of
operations on financial instruments.
Interest income and expenses are disclosed in profits or losses of the current period, using the effective interest rate
method.
Dividend income is disclosed at the time when the shareholders’ right to obtain such dividend is established.
Finance income and costs also include gains and losses arising from foreign exchange rate differences, disclosed in net
amounts.
4.15 Tax
The entity’s income tax comprises current tax due and deferred tax.
4.15.1 Current tax
Current tax liability is calculated on the basis of the tax result (taxable base) for a given financial year. The tax profit
(loss) is different from the accounting net profit (loss) because it does not include nontaxable income and non
deductible expenses. Tax expenses are calculated on the basis of tax rates in force in a given financial year and pursuant
to the tax regulations of the countries in which the branches of the Company and its subsidiaries are located.
4.15.2 Deferred income tax
Deferred tax is calculated using the balance sheet method, based on differences between the carrying amounts of
assets and liabilities and corresponding tax values used to calculate the tax basis.
Deferred tax liability is established on all taxable positive temporary differences, while deferred tax assets are
recognised up to the probable amount of a reduction in future taxable profit by recognised deductible temporary
differences and tax losses or credits that the Company may use.
The value of deferred tax assets is assessed as on each balance sheet date and if the expected future taxable profits
are not sufficient to realise an asset or its portion, a write-down will be performed.
Deferred tax is calculated based on tax rates that will be applicable when the asset is realised or the liability becomes
due. In the statement of financial position, deferred tax is disclosed upon off-set to the extent that it applies to the same
tax residency.
XTB S.A.
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5. Operating income
5.1 Result of operations in financial instruments
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Financial instruments (CFD)
Index CFDs
781 285
687 424
Commodity CFDs
650 847
501 314
Currency CFDs
165 161
251 429
Stock and ETF CFDs
24 261
36 816
Bond CFDs
1 079
796
Total CFDs
1 622 633
1 477 779
Stocks and ETFs
11 050
3 494
Dividends from subsidiaries
7 835
8 401
Gross gain on transactions in financial instruments
1 641 518
1 489 674
Bonuses and discounts paid to customers
(81)
-
Intermediary services
(191 365)
(160 203)
Commission paid to cooperating brokers
-
(907)
Net gain on transactions in financial instruments
1 450 072
1 328 564
Intermediary services are services performed on the foreign markets by the Company’s subsidiaries to the Parent
Company.
The Company concludes cooperation agreements with introducing brokers who receive commissions which depend on
the trade generated under the cooperation agreements. The income generated and the costs incurred between the
Company and particular brokers relate to the trade between the broker and customers that are not his customers.
The Company’s operating incomes is generated from: (i) spreads (the differences between the “offer” price and the “bid”
price); (ii) fees and commissions charged to its clients and swap points charged (being the amounts resulting from the
difference between the notional forward rate and the spot rate of a given financial instrument); (iii) net results (gains
offset by losses) from Company’s market making activities. The table below presents percentage share of income
categories in gross gain on transactions in financial instruments (excluding dividends from subsidiaries).
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Spread
46%
54%
Swap, fees and commissions
41%
26%
Market Making
13%
20%
Gross gain on transactions in financial instruments
(excluding dividends from subsidiaries).
100%
100%
5.2 Income from fees and charges
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Fees and charges from institutional clients
6 303
3 405
Fees and charges from retail clients
3 855
2 359
Total income from fees and charges
10 158
5 764
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5.3 Geographical areas
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Operating income
Central and Eastern Europe
963 932
850 235
- including Poland
745 397
608 931
Western Europe
338 881
331 578
Latin America*
67 602
121 655
Middle East**
91 900
30 929
Total operating income
1 462 315
1 334 397
*The subsidiary XTB International Ltd., with its seat in Belize, acquires clients from Latin America and the rest of the world.
** Revenue from clients from the Middle East, acquired by XTB International Ltd. With its seat in Belize and XTB MENA Limited with its seat in the United Arab Emirates.
The countries from which the Company derives each time 20% and over of its revenue is Poland with a share of 51%
(2022: 45,6%). Due to the overall share in the Company’s revenue Poland was set apart for presentation purposes within
the geographical area. The share of other countries in the structure of the Company’s revenue by geographical area
does not in any case exceed 20%.
The Company breaks its revenue down into geographical area by country in which a given customer was acquired.
6. Salaries and employee benefits
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Salaries
(175 056)
(124 301)
Social insurance and other benefits
(24 397)
(20 013)
Employee benefits
(5 390)
(4 313)
Total salaries and employee benefits
(204 843)
(148 627)
7. Marketing
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Marketing online
(162 544)
(124 472)
Marketing offline
(42 307)
(46 845)
Total marketing
(204 851)
(171 317)
Marketing activities carried out by the Company are mainly focused on Internet marketing, which is also supported by
other marketing activities.
8. Costs of maintenance and lease of buildings
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Maintenance costs
(2 483)
(1 994)
Costs for renting low-value or short-term tangible assets
(937)
(729)
Other costs
(2 387)
(1 466)
Total costs of maintenance and lease of buildings
(5 807)
(4 189)
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 28
9. Other external services
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Intermediary services
(35 453)
(36 182)
Support database systems
(26 161)
(18 354)
Market data delivery
(11 258)
(10 188)
Legal and advisory services
(8 588)
(7 005)
Internet and telecommunications
(2 724)
(2 459)
Accounting and audit services
(1 519)
(1 363)
Recruitment
(1 497)
(2 248)
IT support services
(677)
(208)
Postal and courier services
(149)
(132)
Other external services
(1 193)
(991)
Total other external services
(89 219)
(79 130)
Intermediary services represent remuneration paid to subsidiaries.
10. Commission expenses
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Bank commissions
(26 477)
(23 310)
Stock exchange fees and charges
(10 755)
(7 452)
Commissions of foreign brokers
(476)
(340)
Total commission expenses
(37 708)
(31 102)
11. Other expenses
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Materials
(1 227)
(1 038)
Business trips
(1 122)
(926)
Receivables impairment writedowns
(473)
(2 858)
Costs relating to legal risk
(440)
(632)
Insurance
(378)
(329)
Representation
(357)
(241)
Liquidation of fixed assets
(137)
(184)
Membership fees
(120)
(38)
Other
(2 170)
(1 686)
Total other expenses
(6 424)
(7 932)
Write-downs of receivables are the result of the debit balances which arose in customers’ accounts in that period.
12. Finance income and costs
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Interest income on financial instruments at amortized cost
72 611
22 953
Income on bonds
31 962
15 179
Foreign exchange gains
-
18 067
Other finance income
12
9
Total finance income
104 585
56 208
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 29
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Foreign exchange losses
(33 238)
-
Interest paid to clients
(3 931)
-
Interest paid under lease agreements
(991)
(678)
Other interest
(69)
(143)
Other finance costs
(385)
(13)
Total finance costs
(38 614)
(834)
Foreign exchange differences relate to unrealised differences on the measurement of balance sheet items denominated
in a currency other than the functional currency.
13. Segment information
For management reporting purposes, the Company’s operations are divided into the following two business segments:
1. Retail operations, which include the provision of trading in financial instruments for individual customers.
2. Institutional activity, which includes the provision of trading in financial instruments and offering trade infrastructure
to entities (institutions), which in turn provide services of trading in financial instruments for their own customers
under their own brand.
These segments do not aggregate other lower-level segments. The management monitors the results of the operating
segments separately, in order to decide on the implementation of strategies, allocation of resources and performance
assessment. Operations in segment are assessed on the basis of segment profitability and its impact on the overall
profitability reported in the financial statements.
Transfer prices between operating segments are based on market prices, according to the principles similar to those
applied in settlements with unrelated parties.
The Company concludes transactions only with external clients. Transactions between operating segments are not
concluded.
Valuation of assets and liabilities, incomes and expenses of segments is based on the accounting policies applied by
the Company.
The Company does not allocate financial activity and corporate income tax burden on business segments.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 30
COMPREHENSIVE INCOME STATEMENT
FOR TWELVE-MONTH PERIOD ENDED 31.12.2023
(IN PLN’000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
STANDALONE
COMPREHENSIVE
INCOME
STATEMENT
Net result on transactions in financial instruments
1 348 426
101 646
1 450 072
1 450 072
CFDs
Index CFDs
713 258
68 027
781 285
781 285
Commodity CFDs
619 620
31 227
650 847
650 847
Currency CFDs
162 821
2 340
165 161
165 161
Stock and ETF CFDs
24 261
-
24 261
24 261
Bond CFDs
1 027
52
1 079
1 079
Stocks and ETFs
11 050
-
11 050
11 050
Dividends from subsidiaries
7 835
-
7 835
7 835
Bonuses and discounts paid to customers
(81)
-
(81)
(81)
Intermediary services
(191 365)
-
(191 365)
(191 365)
Commission paid to cooperating brokers
-
-
-
-
Income from fees and charges
3 855
6 303
10 158
10 158
Other income
2 085
-
2 085
2 085
Total operating income
1 354 366
107 949
1 462 315
1 462 315
Marketing
(204 851)
-
(204 851)
(204 851)
Salaries and employee benefits
(202 565)
(2 278)
(204 843)
(204 843)
Other external services
(88 757)
(462)
(89 219)
(89 219)
Commission expenses
(37 708)
-
(37 708)
(37 708)
Amortisation and depreciation
(14 481)
(16)
(14 497)
(14 497)
Taxes and fees
(8 979)
(17)
(8 996)
(8 996)
Costs of maintenance and lease of buildings
(5 807)
-
(5 807)
(5 807)
Other costs
(6 265)
(159)
(6 424)
(6 424)
Total operating expenses
(569 413)
(2 932)
(572 345)
(572 345)
Operating profit
784 953
105 017
889 970
889 970
Impairment of investments in subsidiaries
-
-
-
(125)
Finance income
104 585
Finance costs
(38 614)
Profit before tax
955 816
Income tax
(168 680)
Net profit
787 136
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 31
ASSETS AND LIABILITIES AS AT 31.12.2023
(IN PLN’000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
STANDALONE
STATEMENT OF
FINANCIAL POSITION
Customers’ cash and cash equivalents
2 045 273
97 632
2 142 905
2 142 905
Financial assets at fair value through P&L
840 074
12 713
852 787
852 787
Other assets
1 501 943
532
1 502 475
1 502 475
Total assets
4 387 290
110 877
4 498 167
4 498 167
Amounts due to customers
2 394 132
106 282
2 500 414
2 500 414
Financial liabilities held for trading
63 953
4 064
68 017
68 017
Other liabilities
201 806
-
201 806
201 806
Total liabilities
2 659 891
110 346
2 770 237
2 770 237
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 32
COMPREHENSIVE INCOME STATEMENT
FOR TWELVE-MONTH PERIOD ENDED 31.12.2022
(IN PLN’000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
STANDALONE
COMPREHENSIVE
INCOME
STATEMENT
Net result on transactions in financial instruments
1 317 285
11 279
1 328 564
1 328 564
CFDs
Index CFDs
685 237
2 187
687 424
687 424
Commodity CFDs
505 421
(4 107)
501 314
501 314
Currency CFDs
238 068
13 361
251 429
251 429
Stock and ETF CFDs
36 978
(162)
36 816
36 816
Bond CFDs
796
-
796
796
Stocks and ETFs
3 494
-
3 494
3 494
Dividends from subsidiaries
8 401
-
8 401
8 401
Intermediary services
(160 203)
-
(160 203)
(160 203)
Commission paid to cooperating brokers
(907)
-
(907)
(907)
Income from fees and charges
2 359
3 405
5 764
5 764
Other income
69
-
69
69
Total operating income
1 319 713
14 684
1 334 397
1 334 397
Marketing
(171 318)
1
(171 317)
(171 317)
Salaries and employee benefits
(147 022)
(1 605)
(148 627)
(148 627)
Other external services
(78 623)
(507)
(79 130)
(79 130)
Commission expenses
(31 101)
(1)
(31 102)
(31 102)
Amortisation and depreciation
(9 860)
(12)
(9 872)
(9 872)
Taxes and fees
(6 971)
(17)
(6 988)
(6 988)
Costs of maintenance and lease of buildings
(4 189)
-
(4 189)
(4 189)
Other costs
(7 840)
(92)
(7 932)
(7 932)
Total operating expenses
(456 924)
(2 233)
(459 157)
(459 157)
Operating profit
862 789
12 451
875 240
875 240
Impairment of investments in subsidiaries
-
-
-
(737)
Finance income
-
-
-
56 208
Finance costs
-
-
-
(834)
Profit before tax
-
-
-
929 877
Income tax
-
-
-
(168 313)
Net profit
-
-
-
761 564
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 33
ASSETS AND LIABILITIES AS AT 31.12.2022
(IN PLN’000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
STANDALONE
STATEMENT OF
FINANCIAL POSITION
Customers’ cash and cash equivalents
1 720 804
82 297
1 803 101
1 803 101
Financial assets at fair value through P&L
777 712
18 405
796 117
796 117
Other assets
1 313 443
616
1 314 059
1 314 059
Total assets
3 811 959
101 318
3 913 277
3 913 277
Amounts due to customers
2 067 964
108 899
2 176 863
2 176 863
Financial liabilities held for trading
78 000
(9 804)
68 196
68 196
Other liabilities
169 855
-
169 855
169 855
Total liabilities
2 315 819
99 095
2 414 914
2 414 914
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 34
14. Cash and cash equivalents
Broken down by type:
(IN PLN’000)
31.12.2023
31.12.2022
Cash in current accounts in bank and their equivalents
3 414 342
2 620 804
Short-term deposits in bank
-
307 119
Cash and cash equivalents in total
3 414 342
2 927 923
The Company classifies as cash equivalents short-term deposits with maturities of less than 3 months and accrued
interest thereon. Other deposits, ie with maturity over 3 months, together with interest, are presented in the item
"Short-term deposits in bank".
Own cash and restricted cash customers’ cash:
(IN PLN’000)
31.12.2023
31.12.2022
Customers’ cash and cash equivalents
2 142 905
1 803 101
Own cash and cash equivalents
1 271 437
1 124 822
Cash and cash equivalents in total
3 414 342
2 927 923
Customers’ cash and cash equivalents include the value of clients’ open transactions.
15. Financial assets at fair value through P&L
(IN PLN’000)
31.12.2023
31.12.2022
CFDs
Index CFDs
165 952
144 725
Commodity CFDs
118 586
109 191
Currency CFDs
81 704
89 054
Stock and ETF CFDs
68 507
78 656
Bond CFDs
108
2 171
Debt instruments
401 265
362 074
Stocks and ETFs
16 665
10 246
Total financial assets at fair value through P&L
852 787
796 117
Detailed information on the estimated fair value of the instrument is presented in note 38.1.1.
16. Investments in subsidiaries
(IN PLN’000)
31.12.2023
31.12.2022
At the beginning of the reporting period
43 487
39 879
Increase
6 067
4 345
Decrease
-
-
Utilization
-
-
Impairment of investments in subsidiaries
(125)
(737)
At the end of the reporting period
49 429
43 487
Impairment of investments in subsidiaries
(IN PLN’000)
31.12.2023
31.12.2022
Impairment write-downs of investments in subsidiaries at the beginning
of the reporting period
(4 609)
(4 096)
Utilization
-
-
Write-downs recorded
(125)
(513)
Impairment write-downs of investments in subsidiaries at the end of the
reporting period
(4 734)
(4 609)
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 35
Detailed information on subsidiaries
NAME OF SUBSIDIARY
COUNTRY OF
REGISTERED
OFFICE
31.12.2023
31.12.2022
ACTIVITIES OF THE
SUBSIDIARIES
CARRYING
AMOUNT
OF SHARES
SHARE IN
CAPITAL
CARRYING
AMOUNT
OF SHARES
SHARE IN
CAPITAL
(IN PLN’000)
%
(IN PLN’000)
%
XTB Limited
Great Britain
Brokerage activity
20 139
100%
20 139
100%
X Open Hub Sp. z o.o.
Poland
Applications and
electronic trading
technology
offering
105
100%
105
100%
XTB Limited
Cyprus
Brokerage activity
7 560
100%
7 560
100%
Tasfiye Halinde XTB
Yönetim Danışmanlığı A.Ş.
Turkey
The company does
not conduct its
operations, is in
the process of
liquidation
-
100%
125
100%
XTB International Limited
Belize
Brokerage activity
4 420
100%
4 420
100%
XTB Agente de Valores SpA
Chile
The activity of
acquiring clients
403
100%
403
100%
XTB Services Limited
Cyprus
Marketing,
marketing and
sales activities
(sales support)
337
100%
337
100%
XTB Africa (PTY) Ltd.
South Africa
The Company has
not yet conducted
operations
2 339
100%
2 339
100%
XTB MENA Limited
UAE
Brokerage activity
12 521
100%
8 059
100%
XTB Digital Ltd.
Cyprus
The Company has
not yet conducted
operations
1 403
100%
-
-
XTB S.C. Limited
Seychelles
The Company has
not yet conducted
operations
202
99,9%
-
-
Lirsar S.A. en liquidacion
Uruguay
The company has
no operations, is in
the process of
liquidation
-
-
-
-
Total
49 429
43 487
On 15 September 2020, the liquidation process of the company in Turkey Tasfiye Halinde XTB Yönetim Danışmanlığı
A.Ş. has begun.
As at the 31 December 2023, amount of negative foreign exchange differences on translation of balances in foreign
currencies of Turkish company amounted PLN (3 655), at the 31 December 2022, amount of negative foreign exchange
differences on translation of balances in foreign currencies of Turkish company amounted PLN (3 767) thousand.
Exchange differences will be recognized in consolidated financial statement at the date of liquidation of the company.
On 22 March 2022, the Parent Company acquired 1,000 ordinary shares in the increased capital of the subsidiary XTB
MENA Limited. On 9 March 2023, the company allocated USD 1 million for another share capital increase in its subsidiary
XTB MENA Limited, maintaining a 100% share in its capital.
On 6 October 2022, XTB S. C. Limited with its seat in Republic of Seychelles was registered in the local register of
entrepreneurs. The shares in this company have not yet been paid up. As at the date of these financial statements the
company did not conduct its operations. On 21 April 2023 XTB S.C. Limited was granted license No. SD148 by the
Financial Services Authority (FSA) to operate in the Republic of Seychelles. The company will provide brokerage services.
The Company has acquired 99,9% of the shares in the subsidiary. The remaining 0,1% stake is held by another
subsidiary, XTB Services Limited. On 16 November 2023, the shares in XTB S.C. Limited with its seat in the Seychelles,
were paid up. The contributed capital amounted to USD 50 thousand. As at the date of these financial statements the
company did not conduct its operations.
On 5 December 2022, XTB Digital Ltd. with its seat in Cyprus was registered in the local register of entrepreneurs. The
Company acquired 100% of the shares in the subsidiary. On 3 April 2023, the shares in Digital Ltd. With its seat in Cyprus
were paid up. The contributed capital amounted to EUR 300 thousand. As at the date of these financial statements the
company did not conduct its operations.
On 27 July 2023, the subsidiary XTB Chile SpA changed its name to XTB Agente de Valores SpA.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 36
Impairment of investments in subsidiaries
As at 31 December 2023 due to the circumstances indicating value impairment as decrease of value of net assets value
below purchase price, the Company recognized a write-off due to impairment of its investment in a subsidiary in Turkey
in the amount of PLN 4 958 thousand. The impairment was recognized due to the decision made by the Company’s
Management Board on the 18 May 2017 to withdraw from activity in Turkey through taking actions intended to phase
out XTB’s activity on this market and liquidation of the subsidiary in Turkey. The impairment write-off was created up
to the amount of net assets for which almost entirely cash is held in the bank. As at 31 December 2022 the write-off
due to impairment of Turkish subsidiary amounted to PLN 4 833 thousand. As at the balance sheet date the process of
withdrawing the activity was not finalized. Since December 2019 Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş does
not have an active license to running business.
17. Financial assets at amortised cost
(IN PLN’000)
31.12.2023
31.12.2022
Receivables due from clients
78 021
51 402
Amounts due from the Central Securities Depository of Poland
14 162
13 650
Trade receivables due from related parties
12 572
514
Trade receivables
4 761
15 960
Deposits
4 313
4 692
Statutory receivables
300
369
Gross other receivables
114 129
86 587
Impairment write-downs of receivables
(28)
(58)
Impairment write-downs of receivables due from clients
(3 754)
(3 311)
Total net other receivables
110 347
83 218
Movements in impairment write-downs of receivables
(IN PLN’000)
31.12.2023
31.12.2022
Impairment write-downs of receivables at the beginning of the
reporting period
(3 370)
(2 631)
Write-downs recorded
(1 975)
(948)
Write-downs reversed
1 502
193
Write-downs utilized
61
16
Impairment write-downs of receivables at the end of the
reporting period
(3 782)
(3 370)
Write-downs of receivables in 2023 and 2022 resulted from the debit balances which arose in customers’ accounts in
those periods.
18. Prepayments and deferred costs
(IN PLN’000)
31.12.2023
31.12.2022
CRM - customer service and sales
6 060
4 330
Licenses and news services
4 823
2 412
Database application
1 359
552
Advertising
909
3 798
Insurance
358
313
Prepaid rent
242
216
Other
703
920
Total prepayments and deferred costs
14 454
12 541
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 37
19. Intangible assets
Intangible assets in the period from 1 January 2023 to 31 December 2023
(IN PLN’000)
LICENCES FOR COMPUTER
SOFTWARE
INTANGIBLE ASSETS
MANUFACTURED INTERNALLY
TOTAL
Gross value as at 1 January 2023
6 367
10 792
17 159
Additions
106
-
106
Sale and scrapping
-
-
-
Net foreign exchange differences
(9)
-
(9)
Gross value as at 31 December 2023
6 464
10 792
17 256
Accumulated amortization as at 1 January 2023
(5 034)
(10 792)
(15 826)
Amortization for the current period
(353)
-
(353)
Sale and scrapping
-
-
-
Net foreign exchange differences
9
-
9
Accumulated amortization as at 31 December 2023
(5 378)
(10 792)
(16 170)
Net book value as at 1 January 2023
1 333
-
1 333
Net book value as at 31 December 2023
1 086
-
1 086
Intangible assets manufactured internally relate to a financial instrument trading platform and applications compatible with this platform.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 38
Intangible assets in the period from 1 January 2022 to 31 December 2022
(IN PLN’000)
LICENCES FOR COMPUTER
SOFTWARE
INTANGIBLE ASSETS
MANUFACTURED INTERNALLY
TOTAL
Gross value as at 1 January 2022
5 374
10 792
16 166
Additions
1 117
-
1 117
Sale and scrapping
(132)
-
(132)
Net foreign exchange differences
8
-
8
Gross value as at 31 December 2022
6 367
10 792
17 159
Accumulated amortization as at 1 January 2022
(4 924)
(10 792)
(15 716)
Amortization for the current period
(235)
-
(235)
Sale and scrapping
132
-
132
Net foreign exchange differences
(7)
-
(7)
Accumulated amortization as at 31 December 2022
(5 034)
(10 792)
(15 826)
Net book value as at 1 January 2022
450
-
450
Net book value as at 31 December 2022
1 333
-
1 333
Intangible assets manufactured internally relate to a financial instrument trading platform and applications compatible with this platform.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 39
20. Property, plant and equipment
Property, plant and equipment in the period from 1 January 2023 to 31 December 2023
(IN PLN’000)
COMPUTER
SYSTEMS
OTHER PROPERTY,
PLANT AND
EQUIPMENT
RIGHT TO USE
OFFICE
RIGHT TO USE
CAR
TANGIBLE FIXED
ASSETS UNDER
CONSTRUCTION
TOTAL
Gross value as at 1 January 2023
27 186
8 803
33 857
620
1 187
71 653
Additions
7 517
6 550
-
-
31
14 098
Lease
-
-
8 135
2
-
8 137
Sale and scrapping
(573)
(793)
(3 184)
-
(848)
(5 398)
Net foreign exchange differences
(139)
(205)
(1 112)
(52)
(72)
(1 580)
Gross value as at 31 December 2023
33 991
14 355
37 696
570
298
86 910
Accumulated amortization as at 1 January 2023
(16 386)
(4 094)
(8 473)
(245)
-
(29 198)
Amortization for the current period
(5 179)
(1 712)
(7 136)
(117)
-
(14 144)
Sale and scrapping
570
655
1 944
(2)
-
3 167
Net foreign exchange differences
118
199
484
27
-
828
Accumulated amortization as at 31 December 2023
(20 877)
(4 952)
(13 181)
(337)
-
(39 347)
Net book value as at 1 January 2023
10 800
4 709
25 384
375
1 187
42 455
Net book value as at 31 December 2023
13 114
9 403
24 515
233
298
47 563
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 40
Property, plant and equipment in the period from 1 January 2022 to 31 December 2022
(IN PLN’000)
COMPUTER
SYSTEMS
OTHER PROPERTY,
PLANT AND
EQUIPMENT
RIGHT TO USE
OFFICE
RIGHT TO USE
CAR
TANGIBLE FIXED
ASSETS UNDER
CONSTRUCTION
TOTAL
Gross value as at 1 January 2022
18 253
7 536
7 598
413
333
34 133
Additions
9 416
2 031
-
-
854
12 301
Lease
-
-
27 041
297
-
27 338
Sale and scrapping
(522)
(841)
(957)
(102)
-
(2 422)
Net foreign exchange differences
39
77
175
12
-
303
Gross value as at 31 December 2022
27 186
8 803
33 857
620
1 187
71 653
Accumulated amortization as at 1 January 2022
(13 803)
(3 875)
(3 670)
(223)
-
(21 571)
Amortization for the current period
(3 071)
(811)
(5 640)
(115)
-
(9 637)
Sale and scrapping
516
654
935
101
-
2 206
Net foreign exchange differences
(28)
(62)
(98)
(8)
-
(196)
Accumulated amortization as at 31 December 2022
(16 386)
(4 094)
(8 473)
(245)
-
(29 198)
Net book value as at 1 January 2022
4 450
3 661
3 928
190
333
12 562
Net book value as at 31 December 2022
10 800
4 709
25 384
375
1 187
42 455
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 41
Non-current assets by geographical area
(IN PLN’000)
31.12.2023
31.12.2022
Non-current assets
Central and Eastern Europe
37 404
31 770
- including Poland
30 569
31 013
Western Europe
11 245
12 018
Total non-current assets
48 649
43 788
21. Amounts due to customers
(IN PLN’000)
31.12.2023
31.12.2022
Amounts due to retail customers
2 394 132
2 067 964
Amounts due to institutional customers
106 282
108 899
Total amounts due to customers
2 500 414
2 176 863
Amounts due to customers are connected with transactions concluded by the customers (including cash deposited in
the customers’ accounts).
22. Financial liabilities held for trading
(IN PLN’000)
31.12.2023
31.12.2022
CFDs
Stock and ETF CFDs
25 777
20 833
Currency CFDs
24 445
12 257
Index CFDs
11 339
25 766
Commodity CFDs
6 404
9 283
Bond CFDs
52
57
Total financial liabilities held for trading
68 017
68 196
23. Liabilities due to lease
(IN PLN’000)
31.12.2023
31.12.2022
Short- term
7 093
5 075
Long- term
20 108
23 033
Total liabilities due to lease
27 201
28 108
Liabilities due to lease do not include short-term leasing contracts and lease of low-value assets.
In the period from 1 January to 31 December 2023 the cost related to short-term leasing included in the statement of
comprehensive income amounted to PLN 130 thousand, the cost related to lease of low-value assets included in the
statement of comprehensive income amounted to PLN 15 thousand.
In the period from 1 January to 31 December 2022 the cost related to short-term leasing included in the statement of
comprehensive income amounted to PLN 138 thousand, the cost related to lease of low-value assets included in the
statement of comprehensive income amounted to PLN 7 thousand. The Company is a lessee in the case of lease
agreements for office space and cars. The value of the leased item is presented in Note 20.
24. Other liabilities
(IN PLN’000)
31.12.2023
31.12.2022
Trade liabilities
44 024
37 393
Provisions for other employee benefits
22 742
30 075
Liabilities due to brokers
8 908
2 550
Statutory liabilities
7 260
7 031
Amounts due to the Central Securities Depository of Poland
2 673
255
Liabilities due to employees
724
1 299
Total other liabilities
86 331
78 603
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 42
Liabilities under employee benefits include estimates, as at the balance sheet date, of bonuses for the reporting period,
including from the Program of variable remuneration elements, as well as the provision for unused holiday leave.
Program of variable remuneration elements
Pursuant to the Variable Remuneration Elements policy applied by the Company, the employees of the Company in the
top management positions receive annually variable remuneration paid in cash and in financial instruments.
The value of provisions for employee benefits includes variable remuneration granted in cash and based on financial
instruments, deferred for payment in three consecutive years.
On 31 July 2023, XTB established an Incentive Program for individuals whose professional activities have a significant
impact on the Company's risk profile. Under this program, XTB will offer its participants 100% variable compensation
payable in the form of shares. The shares will be offered as part of the Variable Remuneration Elements awarded for
the financial results achieved by XTB in the financial year for which the Actual Bonus is awarded. Actual Bonus means
the actual value of the bonus that was awarded to the Incentive Program participants for a given financial year. Part of
the benefits granted in the form of equity instruments which value is related to the financial situation of the Company,
will be paid within 3 years from the date of grant.
As at 31 December 2023, provision for variable remuneration elements settled in financial instruments acquired by
members of the board for the previous reporting periods is in the amount of PLN 474 thousand and as at 31 December
2022 in the amount of PLN 6 604 thousand.
Due to the introduction of the Incentive Program at XTB S.A., the costs associated with share-based payments at the
end of 2023 were included in the Company's equity. As at the end of 2022, the costs related to the payment of variable
remuneration elements were recognized in Other liabilities of the Company.
25. Provisions for liabilities and contingent liabilities
25.1 Provisions for liabilities
(IN PLN’000)
31.12.2023
31.12.2022
Provisions for retirement benefits
298
173
Provisions for legal risk
3 434
3 829
Total provisions
3 732
4 002
Provisions for retirement benefits are established on the basis of an actuarial valuation carried out in accordance with
the applicable regulations and agreements connected with obligatory retirement benefits to be covered by the
employer.
Provisions for legal risk include expected amounts of payments to be made in connection with disputes to which the
Company is a party. As at the date of preparation of these financial statements, the Company is not able to specify when
the above liabilities will be repaid. The information on the significant court proceedings, arbitration authority or public
administration authority was described in point 5.2 of the Management Board report on the operations of the Group
and Company. To the best of our knowledge and belief, the proceedings described therein and the future resolution of
these proceedings in the context of a possible impact on other clients of the Company have no material impact on these
financial statements.
Movements in provisions in the period from 1 January 2023 to 31 December 2023
(IN PLN’000)
VALUE AS AT
01.01.2023
INCREASES
DECREASES
VALUE AS AT
31.12.2023
USE
REVERSAL
Provisions for retirement benefits
173
125
-
-
298
Provisions for legal risk
3 829
1 288
848
835
3 434
Total provisions
4 002
1 413
848
835
3 732
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 43
Movements in provisions in the period from 1 January 2022 to 31 December 2022
(IN PLN’000)
VALUE AS AT
01.01.2022
INCREASES
DECREASES
VALUE AS AT
31.12.2022
USE
REVERSAL
Provisions for retirement benefits
150
23
-
-
173
Provisions for legal risk
4 515
694
1 380
-
3 829
Total provisions
4 665
717
1 380
-
4 002
25.2 Contingent liabilities
The Company is party to a number of court proceedings associated with the Company’s operations. The proceedings in
which the Company acts as defendant relate mainly to employees’ and customers’ claims. As at 31 December 2023 the
total value of claims brought against the Company amounted to approx. PLN 19 621 thousand (as at 31 December 2022:
PLN 16 282 thousand). Company has not created provisions for the above proceedings. In the assessment of the
Company there is low probability of loss in these proceedings.
On 9 May 2014, the Company issued a guarantee in the amount of PLN 59 thousand to secure an agreement concluded
by a subsidiary XTB Limited, based in the UK and PayPal (Europe) Sarl & Cie, SCA based in Luxembourg. The guarantee
was granted for the duration of the main contract, which was concluded for an indefinite period.
On 7 July 2017 the Company issued a guarantee in the amount of PLN 5 500 thousand to secure the agreement
concluded between subsidiary XTB Limited based in UK and Worldpay (UK) Limited, Worldpay Limited and Worldpay AP
LTD based in UK. The guarantee was issued for the period of the agreement which was concluded for three years with
the possibility of further extension. The agreement has been extended for an unlimited period with the possibility of
termination.
26. Equity
Share capital structure as at 31 December 2023
SERIES/ISSUE
NUMBER OF
SHARES
NOMINAL VALUE OF SHARES
(IN PLN)
NOMINAL VALUE OF ISSUE
(IN PLN’000)
Series A
117 383 635
0,05
5 869
Series B
185 616
0,05
9
Share capital structure as at 31 December 2023 and 31 December 2022
SERIES/ISSUE
NUMBER OF
SHARES
NOMINAL VALUE OF SHARES
(IN PLN)
NOMINAL VALUE OF ISSUE
(IN PLN’000)
Series A
117 383 635
0,05
5 869
All shares in the Company have the same nominal value, are fully paid for, and carry the same voting and profit-sharing
rights. No preference is attached to any share series. The shares are A and B-series ordinary registered shares.
Shareholding structure of the Company
To the best Company’s knowledge, the shareholding structure of the Company as at 31 December 2023 was as follows:
NUMBER OF
SHARES
NOMINAL VALUE OF SHARES
(IN PLN’000)
SHARE
XXZW Investment Group S.A.
71 629 794
3 581
60,93%
Other shareholders
45 939 457
2 297
39,07%
Total
117 569 251
5 878
100,00%
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 44
To the best Company’s knowledge, the shareholding structure of the Company as at 31 December 2022 was as follows:
NUMBER OF
SHARES
NOMINAL VALUE OF SHARES
(IN PLN’000)
SHARE
XXZW Investment Group S.A.
78 629 794
3 932
66,99%
Other shareholders
38 753 841
1 937
33,01%
Total
117 383 635
5 869
100,00%
Other capitals
Other capitals consist of:
supplementary capital in the total amount of PLN 71 608 thousand, mandatorily established from annual profit
distribution to be used to cover potential losses that may occur in connection with the Company’s operations, up to
the amount of at least one third of the share capital, amounting to PLN 1 957 thousand and from surplus of the
issue price over the nominal price in the amount of PLN 69 651 thousand, resulting from the capital increase in 2012
with a nominal value of PLN 348 thousand for the price of PLN 69 999 thousand,
reserve capital, in the amount of PLN 863 028 thousand established from annual distribution of profit as resolved
by the General Meeting of Shareholders to be used for financing of further operations of the Company or payment
of dividend increased by the cost of the incentive program for persons whose professional activities have
a significant impact on the risk profile of the Company,
foreign exchange differences on translation, including foreign exchange differences on translation of balances in
foreign currencies of branches and foreign operations in the amount of PLN 280 thousand. A detailed presentation
of exchange differences resulting from translation is presented in the table below.
(IN PLN’000)
31.12.2023
31.12.2022
XTB Spółka Akcyjna branch in Germany
365
907
XTB Spółka Akcyjna branch in Romania
204
290
XTB Spółka Akcyjna
120
190
XTB Spółka Akcyjna branch in France
2
343
XTB Spółka Akcyjna branch in Portugal
(54)
7
XTB Spółka Akcyjna branch in Slovakia
(65)
19
XTB Spółka Akcyjna branch in Czech Republic
(136)
103
XTB Spółka Akcyjna branch in Spain
(156)
46
Total foreign exchange differences on translation
280
1 905
27. Profit distribution and dividend
Pursuant to the decision of the General Shareholders’ Meeting of the Company, the net profit for 2022 in the amount
of PLN 761 564 thousand was partially earmarked for the payment of a dividend in the amount of
PLN 570 484 thousand, the remaining amount was transferred to reserve capital.
The amount of dividend per share paid for 2022 was equal to PLN 4,86. The dividend was paid on the 21 July 2023.
Pursuant to the decision of the General Shareholders’ Meeting of the Company, the net profit for 2021 in the amount
of PLN 234 841 thousand was partially earmarked for the payment of a dividend in the amount of
PLN 176 075 thousand, the remaining amount was transferred to reserve capital.
The amount of dividend per share paid for 2021 was equal to PLN 1,50. The dividend was paid on the 16 May 2022.
DIVIDENDS RECOGNIZED AS PAYMENTS TO OWNERS PER SHARE
(IN PLN)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2023
Dividends paid to owners
4,86
1,50
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 45
28. Earnings per share
Basic earnings per share are calculated by dividing the net profit for the period attributable to shareholders of the
Company by the weighted average number of ordinary shares outstanding during the period. When calculating both
basic and diluted earnings per share, the Company uses the amount of net profit attributable to shareholders of the
Company as the numerator, i.e., there is no dilutive effect influencing the amount of profit (loss). The calculation of
basic and diluted earnings per share, together with a reconciliation of the weighted average diluted number of shares
is presented below.
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Profit from continuing operations attributable to shareholders of the
Company
787 283
761 564
Weighted average number of ordinary shares
117 569 251
117 383 635
Weighted average number of shares including dilution effect
117 569 251
117 383 635
Basic net profit per share from continuing operations for the year
attributable to shareholders of the Company
6,70
6,49
Diluted net profit per share from continuing operations for the year
attributable to shareholders of the Company
6,70
6,49
29. Current income tax and deferred tax
29.1 Income tax
Income tax disclosed in the current period’s profit and loss
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Income tax current portion
Income tax for the reporting period
(165 838)
(141 892)
Income tax deferred portion
Occurrence / reversal of temporary differences
(2 842)
(26 421)
Income tax disclosed in profit and loss
(168 680)
(168 313)
Reconciliation of the actual tax burden
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Profit before tax
955 816
929 877
Income tax based in the applicable tax rate of 19%
(181 605)
(176 677)
Difference resulting from application of tax rates applicable in other
countries
(221)
(195)
Non-taxable revenue
123
360
Non-deductible expenses
(1 439)
(2 157)
Other items affecting the tax burden amount
14 462
10 356
Income tax disclosed in profit or loss
(168 680)
(168 313)
On the basis of art 18d of Act on corporate income tax dated 15 February 1992 with further amendments the Company
benefited in 2023 from the tax burden for research and development in total amounted to PLN 16 923 thousand. In
2022 from the tax burden for research and development in total amounted to PLN 10 790 thousand.
The effective tax rate for the period from 1 January 2023 to 31 December 2023 was close to the statutory rate and
amounted to 17,65%. In the analogical period of 2022, the rate was 18,10%.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 46
29.2 Deferred income tax
29.2.1 Unrecognized deferred income tax asset
Taking into account the risks connected with further business development in foreign markets, the Company’s
management has doubts relative to certain tax credits of foreign operations and whether their respective profits will
make it possible to settle the tax losses. Therefore, no deferred tax assets connected with such tax loss in the amount
of PLN 409 thousand as at 31 December 2023 and in the amount of PLN 441 thousand as at 31 December 2022.
The company did not recognize deferred tax assets on tax loss arising in France.
UNRECOGNIZED TAX LOSSES AVAILABLE FOR USE
(IN PLN’000)
31.12.2023
31.12.2022
no limit
409
441
Total unrecognized tax losses available for use
409
441
29.2.2 Recognized deferred tax asset relating to tax losses
Balance of deferred tax asset relating to tax losses
RECOGNIZED TAX LOSSES TO BE UTILIZED
(IN PLN’000)
31.12.2023
31.12.2022
Deferred tax on tax losses
5 067
5 953
As at 31 December 2023 the Company established deferred tax assets with regard to tax losses to be settled in future
periods in the total amount of PLN 5 067 thousand (as at 31 December 2022: PLN 5 953 thousand). The management
believes that due to dynamic development of business and growth of sales in foreign markets, the Company may
generate taxable income in future periods, and tax losses will be settled accordingly.
Deferred tax losses may be utilised over an unlimited period in Germany and France. Forecasted results of these
branches, their margins and development plans assume an effective settlement of losses in the future.
29.2.3 Deferred income tax assets and deferred income tax provision
Change in the balance of deferred tax for the period from 1 January to 31 December 2023
(IN PLN’000)
AS AT
01.01.2023
PROFIT
OR (LOSS)
AS AT
31.12.2023
Deferred income tax assets:
Cash and cash equivalents
70
(70)
-
Property, plant and equipment
451
(388)
63
Liabilities due to lease
-
2 885
2 885
Financial liabilities held for trading
13 805
(458)
13 347
Provisions for liabilities
549
331
880
Prepayments and deferred costs
4 882
1 214
6 096
Other liabilities
6 877
(1 810)
5 067
Tax losses of previous periods to be settled in future
periods
5 953
(886)
5 067
Total deferred income tax assets
32 587
818
33 405
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 47
(IN PLN’000)
AS AT
01.01.2023
PROFIT
OR (LOSS)
AS AT
31.12.2023
Deferred income tax provision:
Cash and cash equivalents
19
82
101
Financial assets at fair value through P&L
81 549
2 019
83 568
Other liabilities
-
316
316
Financial assets at amortised cost
1 481
(1 210)
271
Property, plant and equipment
335
2 453
2 788
Total deferred income tax provision
83 384
3 660
87 044
Deferred tax disclosed in profit or (loss)
(2 842)
(IN PLN’000)
AS AT
01.01.2023
INCLUDED
IN EQUITY
AS AT
31.12.2023
Deferred income tax provision included directly in the
equity:
Separate equity of branches
838
(606)
232
Total deferred income tax provision included directly
in the equity
838
(606)
232
Change in the balance of deferred tax for the period from 1 January to 31 December 2022
(IN PLN’000)
AS AT
01.01.2022
PROFIT
OR (LOSS)
AS AT
31.12.2022
Deferred income tax assets:
Cash and cash equivalents
23
47
70
Property, plant and equipment
24
427
451
Financial liabilities held for trading
18 969
(5 164)
13 805
Provisions for liabilities
425
124
549
Prepayments and deferred costs
2 521
2 361
4 882
Other liabilities
6 909
(32)
6 877
Tax losses of previous periods to be settled in future
periods
6 652
(699)
5 953
Total deferred income tax assets
35 523
(2 936)
32 587
(IN PLN’000)
AS AT
01.01.2022
PROFIT
OR (LOSS)
AS AT
31.12.2022
Deferred income tax provision:
Cash and cash equivalents
25
(6)
19
Financial assets at fair value through P&L
59 249
22 300
81 549
Financial assets at amortised cost
326
1 155
1 481
Property, plant and equipment
299
36
335
Total deferred income tax provision
59 899
23 485
83 384
Deferred tax disclosed in profit or (loss)
-
(26 421)
-
(IN PLN’000)
AS AT
01.01.2022
INCLUDED
IN EQUITY
AS AT
31.12.2022
Deferred income tax provision included directly in the
equity:
Separate equity of branches
674
164
838
Total deferred income tax provision included directly
in the equity
674
164
838
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 48
Data concerning the presentation of deferred income tax by country of origin and reconciliation of presentation
in the statement of financial position as at 31 December 2023:
(IN PLN’000)
DATA ACCORDING TO THE NATURE OF ORIGIN
DATA PRESENTED IN THE STATEMENT OF
FINANCIAL POSITION
DEFERRED INCOME
TAX ASSETS
DEFERRED INCOME
TAX PROVISION
DEFERRED INCOME
TAX ASSETS
DEFERRED INCOME
TAX PROVISION
Poland
28 074
87 075
2 782
61 783
Czech Republic
86
8
78
-
Slovakia
75
93
-
18
Germany
2 120
100
2 120
100
France
3 050
-
3 050
-
Total
33 405
87 276
8 030
61 901
Data concerning the presentation of deferred income tax by country of origin and reconciliation of presentation
in the statement of financial position as at 31 December 2022:
(IN PLN’000)
DATA ACCORDING TO THE NATURE OF ORIGIN
DATA PRESENTED IN THE STATEMENT OF
FINANCIAL POSITION
DEFERRED INCOME
TAX ASSETS
DEFERRED INCOME
TAX PROVISION
DEFERRED INCOME
TAX ASSETS
DEFERRED INCOME
TAX PROVISION
Poland
26 365
84 203
-
57 838
Czech Republic
92
19
73
-
Slovakia
160
-
160
-
Germany
2 420
-
2 420
-
France
3 550
-
3 550
-
Total
32 587
84 222
6 203
57 838
30. Related party transactions
30.1 Parent Company
XXZW Investment Group S.A. with its registered office in Luxembourg is the key shareholder of the Company. As at
31 December 2023 it holds 60,93% of shares and votes in the General Meeting as per Company’s best knowledge. XXZW
Investment Group S.A. prepares consolidated financial statements.
Mr. Jakub Zabłocki is the ultimate parent company for the Company and XXZW Investment Group S.A.
30.2 Figures concerning related party transactions
As at 31 December 2023 the Company has liabilities to Mr Jakub Zabłocki in the amount of PLN 74 thousand due to his
investment account (as at 31 December 2022 PLN 24 thousand). In the period from 1 January to 31 December 2023 the
Company has noted loss from transactions with Mr Jakub Zabłocki in the amount PLN 3 thousand (in the analogical
period of 2022 there was no profit or loss from transactions with Mr Jakub Zabłocki). Moreover Mr Jakub Zabłocki is
employed on the basis of work contract in subsidiary in Great Britain. In the period from 1 January to 31 December
2023 the paid gross salary and bonuses amounted to PLN 2 708 thousand and in the analogical period of 2022
amounted to PLN 1 831 thousand.
Mr Hubert Walentynowicz receives salary on the basis of work contract. In the period from 1 January to 31 December
2023 the paid gross salary and bonuses amounted to PLN 624 thousand and in the analogical period of 2022 amounted
to PLN 535 thousand.
As at 31 December 2023 the Company has liabilities to Mr Filip Kaczmarzyk in the amount of PLN 20 thousand due to
his investment account. As at 31 December 2022 the Company has liabilities to Mr Filip Kaczmarzyk in the amount of
PLN 72 thousand due to his investment account.
As at 31 December 2023 the Company has no any liabilities to Mr Paweł Szejko due to his investment account. As at 31
December 2022 the Company has liabilities to Mr Paweł Szejko in the amount of PLN 4 thousand due to his investment
account.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 49
As at 31 December 2023 the Company has liabilities to Mr Jakub Kubacki in the amount of PLN 2 thousand due to his
investment account. As at 31 December 2022 the Company has liabilities to Mr Jakub Kubacki in the amount of PLN 15
thousand due to his investment account.
The table below presents the total number and nominal value of the Company's shares held directly by the persons
managing and supervising the Company, as at the date of submitting this report:
NAME AND SURNAME
FUNCTION
NUMBER OF
SHARES HELD
TOTAL NOMINAL VALUE OF
SHARES (in PLN)
Omar Arnaout
Chairman of the
Management Board
30 261
1 513
Filip Kaczmarzyk
Board Member
21 182
1 059
Paweł Szejko
Board Member
19 130
957
Jakub Kubacki
Board Member
13 495
675
Andrzej Przybylski
Board Member
2 441
122
During the reporting period and until the date of submission of this report, the following changes in the ownership of
the Company's shares by managing and supervising persons took place:
on the 2 October 2023 Omar Arnaout acquired jointly 30 261 shares of series B;
on the 2 October 2023 Filip Kaczmarzyk acquired jointly 21 182 shares of series B;
on the 2 October 2023 Paweł Szejko acquired jointly 15 130 shares of series B;
on the 2 October 2023 Jakub Kubacki acquired jointly 11 095 shares of series B;
on the 2 October 2023 Andrzej Przybylski acquired jointly 5 547 shares of series B;
on the 8 November 2023 Andrzej Przybylski sold 6 shares of series B;
on the 13 November 2023 Andrzej Przybylski sold 3 100 shares of series B.
At the end of the reporting period and as at the date of submission of this report, the supervising persons did not hold
any shares or rights to the Company's shares.
30.3 Incomes and costs
The below table presents incomes and costs with related parties regarding the intermediary and liquidity agreements
performed for the Company
(IN PLN’000)
2023
2022
INCOMES
COSTS
INCOMES
COSTS
XTB Limited (UK)
20 098
(22 643)
40 456
(19 430)
XTB Limited (CY)
5 862
(3 528)
24 907
(3 665)
XTB International Limited
322 520
(137 965)
327 595
(118 126)
XTB MENA Limited
4 283
(25 934)
-
(28 724)
The below table presents incomes and costs with related parties regarding the trading infrastructure software and
service agreements performed for the Company.
(IN PLN’000)
2023
2022
INCOMES
COSTS
INCOMES
COSTS
XTB Limited (UK)
infrastructure
software
546
(1 296)
587
(1 251)
X Open Hub Sp. z o.o.
infrastructure
software
5 433
(4 680)
2 524
(1 794)
XTB Services Limited
marketing
-
(30 773)
-
(34 388)
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 50
30.4 Receivables
The below table presents receivables from related parties regarding the intermediary and liquidity agreements
performed for the Company.
(IN PLN’000)
31.12.2023
31.12.2022
XTB Limited (UK)
19 978
18 379
XTB Limited (CY)
1 166
-
XTB International Limited
60 188
29 260
XTB MENA Limited
4 203
1
The below table presents receivables from related parties regarding the trading infrastructure software and service
agreements performed for the Company
(IN PLN’000)
31.12.2023
31.12.2022
XTB Limited (UK)
30
49
X Open Hub Sp. z o.o.
350
466
30.5 Liabilities
The below table presents liabilities due to related parties regarding the intermediary and liquidity agreements
performed for the Company.
(IN PLN’000)
31.12.2023
31.12.2022
XTB Limited (UK)
2 076
1 929
XTB Limited (CY)
1 036
1 404
XTB International Limited
29 593
29 895
XTB MENA Limited
2 569
2 812
The below table presents liabilities due to related parties regarding the trading infrastructure software and service
agreements performed for the Company.
(IN PLN’000)
31.12.2023
31.12.2022
XTB Limited (UK)
142
62
X Open Hub Sp. z o.o.
1 626
103
XTB Services Limited
1 985
1 919
30.6 Benefits to Management Board and Supervisory Board
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Benefits to the Management Board members
(6 459)
(6 356)
Benefits to the Supervisory Board members
(303)
(252)
Total benefits to the Management Board and Supervisory Board
(6 762)
(6 608)
These benefits include base salaries, bonuses, contributions to social security paid for by the employer and
supplementary benefits (money bills, healthcare, holiday allowances).
Members of the Management Board of the Company are included in the scheme of variable remuneration elements
specified in note 24 of the financial statements.
30.7 Loans granted to the Management and Supervisory Board members
As at 31 December 2023 and 31 December 2022 there are no loans granted to the Management and Supervisory Board
members.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 51
31. Remuneration of the audit companies
REMUNERATION OF THE AUDIT COMPANIES DUE FOR THE FINANCIAL YEAR
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Statutory audit of standalone and consolidated financial statements
470
450
Review of half-year standalone and consolidated financial statements
125
120
Statutory audit of annual financial statements of branch offices
72
90
Other certifying services
47
45
Total remuneration of the audit companies
714
705
Above remuneration due to audit companies are net amounts.
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k was the main auditor for the
Company in 2023 and 2022.
In 2023 total remuneration due to PwC amounted to PLN 642 thousand (in 2022: PLN 615 thousand), including 47
thousand PLN relates to other attestation services and 125 thousand semi-annual financial reviews.
32. Employment
Total employment in the Company as at 31 December 2023 was 826 people. As at 31 December 2022, the employment
was 707 people. The list does not include persons on maternity leave, parental leave and benefits (dismissals for more
than 33 days).
33. Supplementary information and explanations to the cash flow statement
33.1 Other adjustments
The “other adjustments” item includes the following adjustments
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Change in the balance of differences from the conversion of branches
and subsidiaries
(1 625)
455
Foreign exchange differences on translation of movements in
property, plant and equipment, and intangible assets
752
(108)
Change in other adjustments
(873)
347
Foreign exchange differences on translation of movements in tangible and intangible assets include the difference
between the rates as at the opening balance and as at the closing balance adopted for valuation of the gross value of
tangible and intangible assets in the Company’s foreign entities and the difference between the rate applied to value
amortization and depreciation cost of fixed assets and intangible assets in the Company’s foreign entities and the rate
of translation of amortization and depreciation amounts on such assets. This value results from the chart of movements
in tangible and intangible assets.
33.2 Change in balance of other liabilities
The “Change in balance of other liabilities” item includes the following adjustments:
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Balance sheet change in other liabilities
7 728
34 174
Change in balance of other liabilities
7 728
34 174
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 52
33.3 Details of (Profit) Loss from investing activity
The “(Profit) Loss on investment activity” item includes the following adjustments:
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2023
31.12.2022
Loss on liquidation and sale of fixed assets
2 231
217
Impairment of investments in subsidiaries
125
737
Profit from the liquidation and sale of fixed assets
(3)
(10)
Dividends received from subsidiaries
(7 834)
(8 401)
Result of Bonds
(31 962)
(15 179)
(Profit) Loss on investment activity
(37 443)
(22 636)
34. Off-balance sheet items
34.1 Nominal value of financial instruments
(IN PLN’000)
31.12.2023
31.12.2022
Index CFDs
5 000 602
3 525 093
Currency CFDs
2 791 448
2 145 979
Commodity CFDs
1 900 616
1 362 971
Stock and ETF CFDs
746 937
565 112
Bond CFDs
7 344
23 264
Total financial instruments
10 446 947
7 622 419
The nominal value of instruments presented in the chart above includes transactions with customers and brokers. As
at 31 December 2023 transactions with brokers represent 15% of the total nominal value of instruments (as at
31 December 2022: 5% of the total nominal value of instruments).
34.2 Customers’ financial instruments
Presented below is a list of customers’ instruments deposited in the accounts of the brokerage house:
(IN PLN’000)
31.12.2023
31.12.2022
Listed stocks, ETFs and rights to stocks registered in customers’
securities accounts
6 147 388
3 445 190
Other securities registered in customers’ securities accounts
207
207
Total customers’ financial instruments
6 147 595
3 445 397
34.3 Transaction limits
The amount of unused transaction limits granted to related entities was as at 31 December 2023 PLN 94 592 thousand
and as at 31 December 2022 was PLN 117 986 thousand.
35. Items regarding the compensation scheme
(IN PLN’000)
31.12.2023
31.12.2022
1. Contributions made to the compensation scheme
a) opening balance
10 569
7 412
- increases
3 417
3 157
b) closing balance
13 986
10 569
2. XTB’s share in the profits from the compensation scheme
910
626
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 53
36. Capital management
The Company’s principles of capital management are established in the “Capital management policy in XTB S.A.”. The
document is approved by the Company’s Supervisory Board. The policy defines the basic concepts, objectives and rules
which constitute the Company’s capital strategy. It specifies, in particular, long-term capital objectives, the current and
preferred capital structure, contingency plans and basic elements of the internal capital estimation process. The policy
is updated as appropriate so as to reflect the development in the Company and its business environment.
The objective of the capital management policy is to ensure balanced long-term growth for the shareholders and to
maintain sufficient capital to enable the Company to operate in a prudent and efficient manner. This objective is
attained by maintaining an appropriate capital base, taking into account the Company’s risk profile and prudential
regulations, as well as risk-based capital management in view of the operating goals.
Determination of capital-related goals is essential for equity management and serves as a basic reference in the context
of capital planning, allocation and contingency plans. The Company establishes capital-related objectives which ensure
a stable capital base, achievement of its capital strategy goals (in accordance with its general principles), and also match
the Company’s risk appetite. To establish its capital-related goals, the Company takes into consideration its strategic
plans and expected growth of operations as well as external conditions, including the macroeconomic situation and
other business environment factors. The capital-related goals are set for a horizon similar to that of the business
strategy and are approved by the Management Board.
Capital planning is focused on an assessment of the Company’s current and future capital requirements (both
regulatory and internal), and on comparing them with the current and projected levels of available capital. The Company
has prepared contingency plans to be launched in the event of a capital adequacy problem, described in detail in the
“Capital management policy in XTB S.A.”.
As part of ICARAP, the Company assesses its internal capital in order to define the overall capital requirement to cover
all significant risks in the Company’s operations and evaluates its quality. The Company estimates internal capital
necessary to cover identified significant risks in compliance with procedures adopted by the Company and taking into
account stress test results.
The Company is obligated to maintain the capitals (equity) to cover the higher of the following values:
capital requirements calculated in accordance with Regulation (EU) 2019/2033 of the European Parliament and of
the Council of 27 November 2019 on prudential requirements for investment firms and amending Regulations (EU)
No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014 (IFR):
internal capital estimated in accordance with the Regulation of the Minister of Development and Finance of
8 December 2021 on the assessment of internal capital and liquid assets, risk management system, supervisory
audit and evaluation, as well as remuneration policy in a brokerage house and a small brokerage house.
The capital requirement calculated in accordance with the IFR regulation is the higher of:
fixed overheads requirement
permanent minimum initial capital requirement
K-factor capital requirement
At date of preparation of the financial statement the highest of the above values for the Company is the K-factor capital
requirement.
The Company calculate own funds according to the second part of Regulation (EU) 2019/2033 of the European
Parliament and of the Council 2019/2033 of 27
th
November 2019 on the prudential requirements of investment firms
and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014 ("IFR").
The principles of calculation of own funds are established in the CRR resolution, “The procedure for calculating capital
adequacy ratios in XTB S.A.” and are not regulated by IFRS.
The Company currently has only own funds of the best category - Tier I.
Pursuant to the Act of 5 August 2015 on macroprudential supervision of the financial system and crisis management,
from 1st Jan 2016 the Company was obliged to hold capital buffers requirement. In the period covered by this financial
statement the Company was obliged to hold a capital conservation buffer and a countercyclical capital buffer. Due to
entry into force of IFR from 26
th
June 2022 the capital buffers requirement ceased to exist for the Company.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 54
Key values in capital management:
(IN PLN’000)
31.12.2022
31.12.2020
Own funds
916 987
723 618
Tier I Capital
916 987
723 618
Common Equity Tier I capital
916 987
723 618
Total capital requirement IFR
469 149
317 374
Total capital ratio IFR
195,5%
228,0%
Minimal required total capital ratio including buffers (article 9
section1 letter c) of IFR)***
100%
100%
The mandatory capital adequacy was not breached in the periods covered by the condensed financial statements.
The table below presents data on the level of capitals and on the total capital requirement divided into requirements
due to specific types of risks calculated in accordance with separate regulations together with average monthly values.
Average monthly values were calculated as an estimation of the average values calculated based on statuses at the end
of specific days.
(IN PLN’000)
AS AT
31.12.2023
AVERAGE MONTHLY
VALUE IN THE PERIOD
AS AT
31.12.2022
1. Capital/Own funds
916 987
821 065
723 618
1.1. Common Equity Tier I without deductions
925 511
831 280
734 431
1.2. Supplementary capital Tier I
-
-
-
1.3. Items decreasing share capitals
(8 524)
(10 215)
(10 813)
I. Own funds
916 987
821 065
723 618
1. Risk to Client, including:
11 230
10 437
9 583
1.1. K-AUM
-
-
-
1.2. K-CMH
9 174
8 756
8 174
1.3. K-ASA
2 056
1 681
1 409
1.4. K-COH
-
-
-
2. Risk to Market, including:
311 720
348 328
179 706
2.1. K-NPR
311 720
348 328
179 706
2.2. K-CMG
-
-
-
3. Risk to Firm, including:
146 199
158 518
128 085
3.1. K-TCD
143 381
155 668
125 308
3.2. K-DTF
2 818
2 850
2 777
3.3. K-CON
-
-
-
II. Total K-factor capital requirement (IFR)
469 149
517 283
317 374
Pursuant to CRR the duty to calculate the capital requirement in respect of fixed overheads arises only in the event that
the entity does not calculate the capital requirement in respect of operating risk.
37. Risk management
The Company is exposed to a variety of risks connected with its current operations. The purpose of risk management
is to make sure that the Company takes risk in a conscious and controlled manner. Risk management policies are
formulated in order to identify and measure the risks taken, as well as to establish appropriate limits to mitigate such
risk on a regular basis.
At the strategy level, the Management Board is responsible for establishing and monitoring the risk management policy.
All risks are monitored and controlled with regard to profitability of the operations as well as the level of capital
necessary to ensure safety of operations from the capital requirement perspective.
A Risk Management Committee composed of members of the Supervisory Board has been established in the Company.
The tasks of the Committee include the development of a document on risk appetite, giving opinions on the risk
management strategy, supporting the Supervisory Board in supervising the implementation of the risk management
strategy by the Management Board, verifying the remuneration policy and its implementation rules in terms of adjusting
the remuneration system to the risk faced by the Management Board. exposed brokerage house, to its capital, liquidity,
and the probability and timing of earning income.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 55
The Risk Control Department supports the Management Board in formulating, reviewing and updating ICARAP rules in
the event of the occurrence of new types of risk, significant changes in strategy and operating plans. The Department
also monitors the appropriateness and efficiency of the implemented risk management system, identifies, monitors
and controls the market risk of the Company’s own investments, defines the overall capital requirement and estimates
internal capital.
The Risk Control Department is managed by the Member of the Management Board responsible for the supervision of
the risk management system.
The Company’s Supervisory Board approves risk management system.
37.1 Fair value
37.1.1 Carrying amount and fair value
The fair value of cash and cash equivalents is estimated as being close to their carrying amount.
The fair value of loans granted and other receivables, amounts due to customers and other liabilities is estimated as
being close to their carrying amount in view of the short-term maturities of these balance sheet items.
37.1.2 Fair value hierarchy
The Company discloses fair value measurement of financial instruments carried at fair value, applying the following fair
value hierarchy which reflects the significance of input data used to establish the fair value:
Level 1: quoted prices (unadjusted) in active markets for the assets or liabilities;
Level 2: input data other than quoted prices classified in Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. based on prices). This category includes financial assets and liabilities
measured using prices quoted in active markets for identical assets, prices quoted in active markets for identical
assets considered less active or other valuation methods where all significant inputs originate directly or indirectly
from the markets;
Level 3: input data for valuation of a given asset or liability is not based on observable market data (unobservable
inputs).
(IN PLN’000)
31.12.2023
LEVEL 1
LEVEL 2
LEVEL 3
TOTAL
Financial assets
Financial assets at fair value through P&L
417 930
434 857
-
852 787
Total financial assets
417 930
434 857
-
852 787
Financial liabilities
Financial liabilities held for trading
-
68 017
-
68 017
Total financial liabilities
-
68 017
-
68 017
(IN PLN’000)
31.12.2022
LEVEL 1
LEVEL 2
LEVEL 3
TOTAL
Financial assets
Financial assets at fair value through P&L
372 320
423 797
-
796 117
Total financial assets
372 320
423 797
-
796 117
Financial liabilities
Financial liabilities held for trading
-
68 196
-
68 196
Total financial liabilities
-
68 196
-
68 196
In the periods covered by the condensed financial statements, there were no transfers of items between the levels of
the fair value hierarchy.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 56
The fair value of contracts for differences (CFDs) is determined based on the market prices of underlying instruments,
derived from independent sources, ie. from reliable liquidity suppliers and reputable news, adjusted for the spread
specified by the Company. The valuation is performed using closing prices or the last bid and ask prices. CFDs are
measured as the difference between the current price and the opening price, taking account of accrued commissions
and swap points.
The impact of adjustments due to credit risk of the contractor, estimated by the Company, was insignificant from the
point of view of the general estimation of derivative transactions concluded by the Company. Therefore, the Company
does not recognise the impact of unobservable input data used for the estimation of derivative transactions as
significant and, pursuant to IFRS 13.73, does not classify such transactions as level 3 of the fair value hierarchy.
37.2 Market risk
In the period covered by these financial statements, the Company entered into OTC contracts for differences (CFDs)
and digital options. The Company may also acquire securities and enter into forward contracts on its own account on
regulated stock markets.
The following risks are specified, depending on the risk factor:
Currency risk connected with fluctuations of exchange rates
Interest rate risk
Commodity price risk
Equity investment price risk
The Company’s key market risk management objective is to mitigate the impact of such risk on the profitability of its
operations. The Company’s practice in this area is consistent with the following principles:
As part of the internal procedures, the Company applies limits to mitigate market risk connected with maintaining open
positions on financial instruments. These are, in particular: a maximum open position on a given instrument, currency
exposure limits, maximum value of a single instruction. The Trading Department monitors open positions subject to
limits on a current basis, and in case of excesses, enters into appropriate hedging transactions. The Risk Control
Department reviews the limit usage on a regular basis, and controls the hedges entered into.
37.2.1 Currency risk
The Company enters into transactions principally in instruments bearing currency risk. Aside from transactions where
the FX rate is an underlying instrument, the Company also offers instruments which price is denominated in foreign
currencies. Also, the Company has assets in foreign currencies, i.e. the so-called currency positions. Currency positions
include the brokerage’s own funds denominated in foreign currencies held for the purpose of settling transactions in
foreign markets and connected with foreign operations.
The carrying amount of the Company’s assets and liabilities in foreign currencies as at the balance sheet date is
presented below. The values for all base currencies are expressed in PLN’000:
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 57
Assets and liabilities denominated in foreign currencies as at 31 December 2023
(IN PLN’000)
VALUE IN FOREIGN CURRENCIES CONVERTED TO PLN
CARRYING
AMOUNT
USD
EUR
GBP
CZK
HUF
RON
OTHER
CURRENCIES
TOTAL
Assets
Cash and cash equivalents
622 725
1 076 824
4 357
181 169
4 925
27 360
6 206
1 923 566
3 414 342
Financial assets held for trading
85 566
135 694
1 138
39 728
1 100
7 310
10 865
281 401
852 787
Investments in subsidiaries
-
-
-
-
-
-
-
-
49 429
Income tax receivables
-
129
-
-
-
-
-
129
129
Financial assets at amortised cost
66 294
10 850
3 176
933
2 159
322
9 137
92 871
110 347
Prepayments and deferred costs
-
497
-
102
-
6
-
605
14 454
Intangible assets
-
2
-
-
-
-
-
2
1 086
Property, plant and equipment
-
13 804
-
4 093
-
181
-
18 078
47 563
Deferred income tax assets
-
5 170
-
78
-
-
-
5 248
8 030
Total assets
774 585
1 242 970
8 671
226 103
8 184
35 179
26 208
2 321 900
4 498 167
Liabilities
Amounts due to customers
361 725
1 018 802
2
185 441
3 928
29 724
1 111
1 600 733
2 500 414
Financial liabilities held for trading
18 968
20 735
643
4 807
283
895
1 299
47 630
68 017
Income tax liabilities
-
145
-
80
-
15
-
240
22 641
Lease liabilities
-
24 707
-
2 494
-
-
-
27 201
27 201
Other liabilities
14 791
22 256
2 049
2 635
5
1 038
192
42 966
86 331
Provisions for liabilities
-
3 434
-
-
-
-
-
3 434
3 732
Deferred income tax provision
-
117
-
-
-
-
-
117
61 901
Total liabilities
395 484
1 090 196
2 694
195 457
4 216
31 672
2 602
1 722 321
2 770 237
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 58
Assets and liabilities denominated in foreign currencies as at 31 December 2022
(IN PLN’000)
VALUE IN FOREIGN CURRENCIES CONVERTED TO PLN
CARRYING
AMOUNT
USD
EUR
GBP
CZK
HUF
RON
OTHER
CURRENCIES
TOTAL
Assets
Cash and cash equivalents
391 518
948 897
5 155
201 199
4 234
20 578
3 925
1 575 506
2 927 923
Financial assets held for trading
69 556
159 994
849
57 135
713
8 024
7 068
303 339
796 117
Investments in subsidiaries
-
-
-
-
-
-
-
-
43 487
Income tax receivables
-
-
-
-
-
-
-
-
-
Financial assets at amortised cost
41 815
16 677
1 962
1 646
2 071
232
1 212
65 615
83 218
Prepayments and deferred costs
-
1 404
-
135
-
7
-
1 546
12 541
Intangible assets
-
4
-
4
-
-
-
8
1 333
Property, plant and equipment
-
12 134
-
530
-
103
-
12 767
42 455
Deferred income tax assets
-
6 130
-
73
-
-
-
6 203
6 203
Total assets
502 889
1 145 240
7 966
260 722
7 018
28 944
12 205
1 964 984
3 913 277
Liabilities
Amounts due to customers
233 342
936 752
13
221 498
4 289
23 492
604
1 419 990
2 176 863
Financial liabilities held for trading
21 833
20 847
593
3 615
-
460
1 255
48 603
68 196
Income tax liabilities
-
297
-
138
-
33
-
468
1 304
Lease liabilities
-
26 753
1 169
186
-
-
-
28 108
28 108
Other liabilities
13 948
16 594
1 635
3 556
-
640
97
36 470
78 603
Provisions for liabilities
-
3 662
68
-
-
-
-
3 730
4 002
Deferred income tax provision
-
-
-
-
-
-
-
-
57 838
Total liabilities
269 123
1 004 905
3 478
228 993
4 289
24 625
1 956
1 537 369
2 414 914
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 59
A change in exchange rates, in particular, the PLN exchange rate, affects the balance sheet valuation of the Company’s
financial instruments and the result on translation of foreign currency balances of other balance sheet items. Sensitivity
to exchange rate fluctuations was calculated with the assumption that all foreign currency rates change by ±5% to PLN.
The carrying amount of financial instruments was revalued.
The sensitivity of the Company’s equity and profit before tax to a 5% increase or decrease of the PLN exchange rate is
presented below:
(IN PLN’000)
31.12.2023
31.12.2022
INCREASE IN
EXCHANGE
RATES BY 5%
DECREASE IN
EXCHANGE
RATES BY 5%
INCREASE IN
EXCHANGE
RATES BY 5%
DECREASE IN
EXCHANGE
RATES BY 5%
Income (expenses) of the period
27 206
(27 206)
20 540
(20 540)
Equity, of which:
1 018
(1 018)
888
(888)
Foreign exchange differences on
translation
1 018
(1 018)
888
(888)
The sensitivity of equity is connected with foreign exchange differences in the translation of value in functional
currencies of the foreign operations.
37.2.2 Interest rate risk
Interest rate risk is the risk of exposure of the current and future financial result and equity of the Company to the
adverse impact of exchange rate fluctuations. Such risk may result from the contracts entered into by the Company,
where receivables or liabilities are dependent upon exchange rates as well as from holding assets or liabilities
dependent on exchange rates.
The basic interest rate risk for the Company is the mismatch of interest rates on bank accounts and bank deposits in
which the Company invests its own cash, the mismatch in the interest rates the Company pays its customers for holding
free funds in their cash accounts, and the impact of interest rate volatility on the valuation of the Company's treasury
and government-guaranteed bonds.
In addition, the source of the Company’s profit variability associated with the level of market interest rates, are amounts
paid and received in connection with the occurrence of the difference in interest rates for different currencies (swap
points) as well as potential debt instruments.
Since the Company maintains a low duration of assets and liabilities and minimises the duration gap, sensitivity of the
market value of assets and liabilities to calculations of market interest rates is very low. However, due to the significant
involvement of XTB in Treasury bonds and government-guaranteed bonds, the interest rate risk was considered
significant in the Company's operations.
Sensitivity analysis of financial assets and liabilities where cash flows are exposed to interest rate risk
The structure of financial assets and liabilities where cash flows are exposed to interest rate risk is as follows:
(IN PLN’000)
31.12.2023
31.12.2022
Financial assets
Cash in current bank accounts
3 414 342
2 620 804
Cash short-term deposits in bank
-
307 119
Debt instruments
401 265
362 074
Total financial assets
3 815 607
3 289 997
Financial liabilities
Amounts due to clients
1 493 957
-
Other liabilities
27 201
28 108
Total financial liabilities
1 521 158
28 108
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 60
Impact of a change in interest rates by 50 base points (BP) on profit before tax is presented below. The analysis below
relies on the assumption that other variables, in particular exchange rates, will remain constant. The analysis was
carried out on the basis of average balances of cash balances during the periods covered by these standalone financial
statements in 2023 and 2022.
(IN PLN’000)
31.12.2023
31.12.2022
INCREASE
BY 50 PB
DECREASE
BY 50 PB
INCREASE
BY 50 PB
DECREASE
BY 50 PB
Profit/(loss) before tax
12 435
(12 435)
12 966
(12 966)
Short-term deposits
656
(656)
714
(714)
Sensitivity analysis of financial assets and liabilities whose fair value is exposed to interest rate risk
In the period covered by these condensed consolidated financial statements and in the comparative period, the
Company hold financial assets which fair value would be exposed to the risk of changes in interest rates as a Treasury
bonds. Sensitivity analysis exposed to interest rate risk by 50 base points (BP) - shift of yield curves- on profit before tax
is presented below.
(IN PLN’000)
31.12.2023
31.12.2022
INCREASE
DECREASE
INCREASE
DECREASE
BY 50 PB
BY 50 PB
BY 50 PB
BY 50 PB
Profit/(loss) before tax
(2 370)
2 435
(1 126)
1 138
37.2.3 Other price risk
Other price risk is exposure of the Company’s financial position to unfavourable changes in the prices of commodities,
equity investments (equity, indices) and debt instruments (in a scope not resulting from interest rates).
The carrying amount of financial instruments exposed to other price risk is presented below:
(IN PLN’000)
31.12.2023
31.12.2022
Financial assets at fair value through P&L
Commodity
Precious metals
20 271
19 900
Base metals
1 847
1 445
Other
96 468
87 846
Total commodity
118 586
109 191
Equity instruments
Stocks and ETF
83 723
88 903
Indicies
167 346
144 725
Total equity instruments
251 069
233 628
Debt instruments
108
2 171
Total financial assets at fair value through P&L
369 763
344 990
Financial liabilities held for trading
Commodity
Precious metals
1 830
2 781
Base metals
64
154
Other
4 510
6 348
Total commodity
6 404
9 283
Equity instruments
Stocks and ETF
25 536
20 833
Indicies
11 556
25 767
Total equity instruments
37 092
46 600
Debt instruments
52
57
Total financial liabilities held for trading
43 548
55 940
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 61
The Company’s sensitivity to fluctuations in the prices of specific commodities and equity investments by ±5 per cent
with regard to equity and profit before tax is presented below.
(IN PLN’000)
31.12.2023
31.12.2022
INCREASE BY 5%
DECREASE BY 5 %
INCREASE BY 5%
DECREASE BY 5 %
Income/(expenses) for the period
Commodity
Precious metals
12 125
(12 125)
2 659
(2 659)
Base metals
(493)
493
171
(171)
Other
(19 633)
19 633
(10 518)
10 518
Total commodity
(8 001)
8 001
(7 688)
7 688
Equity instruments
Stocks and ETFs
159
(159)
58
(58)
Indicies
68 957
(68 957)
16 667
(16 667)
Total equity instruments
69 116
(69 116)
16 725
(16 725)
Debt instruments
(290)
290
(912)
912
Total income/(expenses) for the period
60 825
(60 825)
8 125
(8 125)
37.3 Liquidity risk
For the Company, liquidity risk is the risk of losing its payment liquidity, i.e. the risk of losing capacity to finance its assets
and to perform its obligations in a timely manner in the course of normal operations or in other predictable
circumstances with no risk of loss. In its liquidity analysis, the Company takes into consideration current possibility of
generation of liquid assets, future needs, alternative scenarios and payment liquidity contingency plans.
The objective of liquidity management in XTB is to maintain the amount of cash on the appropriate bank accounts that
will cover all the operations necessary to be carried on such accounts. For this purpose, the Company has implemented,
among others, limits for the concentration of cash in banks by forming one banking group in order to limit excessive
liquidity concentration in related parties. In order to manage liquidity in relation to certain bank accounts associated
with the operations of financial instruments, the Company uses the liquidity model of which the essence is to determine
the safe area of the state of free cash flow that does not require corrective action. Where the upper limit is achieved,
the Company makes a transfer to the appropriate current account corresponding to the surplus above the optimum
level. Similarly, if the cash in the account falls to the lower limit, the Company makes a transfer of funds from the current
account to the appropriate account in order to bring cash to the optimum level.
The Company has also implemented liquidity contingency plans, which were not used in the period covered by the
financial statements and in the comparative period, due to the fact that the amount of the most liquid assets (own cash
and cash equivalents and Treasury bonds and bonds guaranteed by the Treasury) greatly exceeds the amount of
liabilities.
As part of ongoing business and the tasks related to liquidity risk management, the managers of appropriate
organisational units of the Company monitor the balance of funds deposited in the account in the context of planned
liquidity needs related to the Company’s operating activities. In its liquidity analysis, the existing possibility of generation
of liquid assets, future needs, alternative scenarios and payment liquidity contingency plans are taken into
consideration. Supervision and control activities over the balance of cash accounts are also carried out by the Risk
Control Department on a daily basis.
According to IFR from 26 June 2021 the Company holds the amount of liquid assets equivalent to at least one third of
the fixed overhead requirement. For the purpose of this requirement the Company recognized as the liquid assets inter
alia unencumbered shortterm own deposits at credit institutions and denominated in PLN investments in Polish
Government Treasury bonds and bonds with a guarantee by the Polish Government Treasury. At date of preparation
of the financial statement the Company holds over a dozen times higher level of liquid assets than required by IFR.
The contractual payment periods of financial assets and liabilities are presented below. The marginal and cumulative
contractual liquidity gap, calculated as the difference between total assets and total liabilities for each maturity bucket,
is presented for specific payment periods.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 62
Contractual payment periods of financial assets and liabilities as at 31 December 2023
(IN PLN’000)
CARRYING
AMOUNT
CONTRACTUAL
CASH FLOWS
UP TO 3
MONTHS
3 MONTHS
TO 1 YEAR
1 5
YEARS
OVER 5
YEARS
WITH NO
SPECIFIED
MATURITY
Financial assets
Cash and cash equivalents
3 414 342
3 414 342
3 414 342
-
-
-
-
Financial assets at fair value through P&L
Listed stocks and ETF
16 665
16 665
16 665
-
-
-
-
Bonds
401 265
401 265
401 265
-
-
-
-
CFDs
434 857
434 857
434 857
-
-
-
-
Total financial assets at fair value through
P&L
852 787
852 787
852 787
-
-
-
-
Investments in subsidiaries
49 429
49 429
-
-
-
-
49 429
Financial assets at amortised cost
110 347
110 347
91 872
-
4 313
-
14 162
Total financial assets
4 426 905
4 426 905
4 359 001
-
4 313
-
63 591
Financial liabilities
Amounts due to customers
2 500 414
2 500 414
2 500 414
-
-
-
-
Financial liabilities held for trading
CFDs
68 017
68 017
68 017
-
-
-
-
Total financial liabilities held for trading
68 017
68 017
68 017
-
-
-
-
Lease liabilities
27 201
27 201
1 927
8 053
17 121
100
-
Other liabilities
86 331
86 331
60 917
16 180
-
-
9 234
Total financial liabilities
2 681 963
2 681 963
2 631 275
24 233
17 121
100
9 234
Contractual liquidity gap in maturities
(payment dates)
1 727 726
(24 233)
(12 808)
(100)
54 357
Contractual cumulative liquidity gap
1 727 726
1 703 493
1 690 685
1 690 585
1 744 942
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 63
Contractual payment periods of financial assets and liabilities as at 31 December 2022
(IN PLN’000)
CARRYING
AMOUNT
CONTRACTUAL
CASH FLOWS
UP TO 3
MONTHS
3 MONTHS
TO 1 YEAR
1 5
YEARS
OVER 5
YEARS
WITH NO
SPECIFIED
MATURITY
Financial assets
Cash and cash equivalents
2 927 923
2 927 923
2 620 804
307 119
-
-
-
Financial assets at fair value through P&L
Listed stocks and ETF
10 247
10 247
10 247
-
-
-
-
Bonds
362 074
362 074
362 074
CFDs
423 796
423 796
423 796
-
-
-
-
Total financial assets at fair value through
P&L
796 117
796 117
796 117
-
-
-
-
Investments in subsidiaries
43 487
43 487
-
-
-
-
43 487
Financial assets at amortised cost
83 218
83 218
64 876
-
4 692
-
13 650
Total financial assets
3 850 745
3 850 745
3 481 797
307 119
4 692
-
57 137
Financial liabilities
Amounts due to customers
2 176 863
2 176 863
2 176 863
-
-
-
-
Financial liabilities held for trading
CFDs
68 196
68 196
68 196
-
-
-
-
Total financial liabilities held for trading
68 196
68 196
68 196
-
-
-
-
Lease liabilities
28 108
28 108
1 130
4 112
22 866
-
-
Other liabilities
78 603
78 603
48 273
24 407
-
-
5 923
Total financial liabilities
2 351 770
2 351 770
2 294 462
28 519
22 866
-
5 923
Contractual liquidity gap in maturities
(payment dates)
1 187 335
278 600
(18 174)
-
51 214
Contractual cumulative liquidity gap
1 187 335
1 465 935
1 447 761
1 447 761
1 498 975
Company does not expect the cash flows presented in the maturity analysis to occur significantly earlier or in significantly different amounts.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 64
37.4 Credit risk
The chart below shows the carrying amounts of financial assets corresponding to the Company’s exposure to credit
risk:
(IN PLN’000)
31.12.2023
31.12.2022
CARRYING
AMOUNT
MAXIMUM
EXPOSURE TO
CREDIT RISK
CARRYING
AMOUNT
MAXIMUM
EXPOSURE TO
CREDIT RISK
Financial assets
Cash and cash equivalents
3 414 342
3 414 342
2 927 923
2 927 923
Financial assets at fair value through P&L *
852 787
43 456
796 118
33 410
Investments in subsidiaries
49 429
49 429
43 487
43 487
Financial assets at amortised cost
110 347
110 347
91 016
91 016
Total financial assets
4 426 905
3 617 574
3 858 544
3 095 836
* As at 31 December 2023 the maximum exposure to credit risk for financial assets held for trading, not including the collateral received, was PLN 434 857 thousand
(2022: PLN 423 796 thousand). This exposure was collateralized with customers’ cash, which, as at 31 December 2023, covered the amount of PLN 391 402 thousand
(2022: PLN 390 387 thousand). Exposures to credit risk connected with transactions with brokers as well as exposures to the Warsaw Stock Exchange were not collateralized.
The credit quality of the Company’s financial assets is assessed based on external credit quality assessments, risk
weights assigned based on the CRR, taking account of the mechanisms used to mitigate credit risk, the number of days
past due, and the probability of counterparty insolvency.
The Company’s assets fall within the following credit rating brackets:
Fitch Ratings from F1+ to F3
Standard & Poor's Ratings Services from A-1 to A-2
Moody’s – from P-1 to P-2
Cash and cash equivalents
Credit risk connected with cash and cash equivalents is related to the fact that own cash and customers’ cash is held in
bank accounts. Credit risk involving cash is mitigated by selecting banks with a high credit rating granted by international
rating agencies and through diversification of banks with which accounts are opened. As at 31 December 2023, the
Company had deposit accounts in 24 banks and institutions (2022: in 24 banks and institutions). The ten largest
exposures are presented in the table below (numbering of banks and institutions determined individually for each
period:
31.12.2023
31.12.2022
ENTITY
(IN PLN’000)
ENTITY
(IN PLN’000)
Bank 1
1 659 423
Bank 1
1 028 204
Bank 2
1 132 891
Bank 2
378 856
Institution 1
120 562
Bank 3
374 474
Bank 3
92 926
Bank 4
300 957
Institution 2
91 778
Bank 5
200 833
Bank 4
42 060
Bank 6
116 266
Bank 5
36 840
Bank 7
109 502
Bank 6
29 106
Institution 1
85 165
Institution 3
26 923
Bank 8
75 590
Institution 4
26 178
Bank 9
66 696
Other
155 655
Other
191 380
Total
3 414 342
Total
2 927 923
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 65
The table below presents a short-term assessment of the credit quality of the Company’s cash and cash equivalents
according to credit quality steps determined based on external credit quality assessments (where step 1 means the
best credit quality and step 6 the worst) and the risk weights assigned based on the CRR. Long-term assessment of
the credit quality were used in case of exposures without short-term assessment of the credit quality or maturity longer
than 3 months.
CREDIT QUALITY STEPS
CARRYING AMOUNT (IN PLN’000)
31.12.2023
31.12.2022
Cash and cash equivalent
Step 1
2 639 997
2 331 698
Step 2
4 544
3 427
Step 3
769 801
592 798
Total
3 414 342
2 927 923
Financial assets at fair value through P&L
Financial assets at fair value through P&L result from transactions in financial instruments entered into with the
Company’s customers and the related hedging transactions.
Credit risk involving financial assets at fair value through P&L is connected with the risk of customer or counterparty
insolvency. With regard to OTC transactions with customers, the Company’s policy is to mitigate the counterparty credit
risk through the so-called “stop out” mechanism. Customer funds deposited in the brokerage serve as a security. If a
customer’s current balance is 50 per cent or less of the security paid in and blocked by the transaction system, the
position that generates the highest losses is automatically closed at the current market price. The initial margin amount
is established depending on the type of financial instrument, customer account, account currency and the balance of
the cash account in the transaction system, as a percent of the transaction’s nominal value. A detailed mechanism is
set forth in the rules binding on the customers. In addition, in order to mitigate counterparty credit risk, the Company
includes special clauses in agreements with selected customers, in particular, requirements regarding minimum
balances in cash accounts.
Due to the mechanisms in place, used to mitigate credit risk, the credit quality of financial assets at fair value through
P&L is high and does not show significant diversity.
The Company’s top 10 exposures to counterparty credit risk taking into account collateral (net exposure) are presented
in the table below (numbering of counterparties determined individually for each period:
31.12.2023
31.12.2022
ENTITY
NET EXPOSURE (IN PLN’000)
ENTITY
NET EXPOSURE (IN PLN’000)
Entity 1
20 520
Entity 1
16 982
Entity 2
10 087
Entity 2
5 917
Entity 3
6 567
Entity 3
4 166
Entity 4
1 788
Entity 4
2 740
Entity 5
1 152
Entity 5
1 031
Entity 6
839
Entity 6
418
Entity 7
491
Entity 7
357
Entity 8
459
Entity 8
215
Entity 9
128
Entity 9
198
Entity 10
80
Entity 10
166
Total
42 111
Total
32 190
Other receivables
Other receivables do not show a significant concentration, and they arose in the normal course of the Company’s
business. Non-overdue other receivables are collected on a regular basis and, from the perspective of credit quality,
they do not pose a material risk to the Company.
XTB S.A.
STANDALONE ANNUAL REPORT FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 66
38. Post balance sheet events
On 17 January 2024 the Company acquired 90% shares in the Company PT Rajawali Kapital Berjangka with the seat in
the Republic of Indonesia which is a derivatives broker regulated by the Commodity Futures Trading Supervisory Agency
(in short BAPPEBTI).
On 8 February 2024 Company's main shareholder, XX ZW Investment Group S.A., sold 11 756 925 shares of the series A.
Shareholding structure of the Company as at 8 February 2024:
NUMBER OF
SHARES
NOMINAL VALUE OF SHARES
(IN PLN’000)
SHARE
XXZW Investment Group S.A.
59 872 869
2 993
50,93%
Other shareholders
57 696 382
2 885
49,07%
Total
117 569 251
5 878
100,00%
Warsaw, 27 March 2024
_________________________________
_________________________________
Omar Arnaout
Filip Kaczmarzyk
President of the
Management Board
Member of the
Management Board
________________________________
________________________________
Jakub Kubacki
Paweł Szejko
Member of the
Management Board
Member of the
Management Board
________________________________
________________________________
Andrzej Przybylski
Urszula Tanajewska
Member of the
Management Board
The person responsible for
keeping the accounts
MANAGEMENT BOARD REPORT
ON THE OPERATIONS OF THE
GROUP AND COMPANY
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 68
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 69
1. Key financial and operational data
1.1 Synthetic summary of data concerning the Company and the Capital Group
for the year 2017-2023
The following table presents selected consolidated and standalone financial and operating data and ratios that provide
a picture of the overall financial condition of both XTB S.A. and the XTB S.A. Capital Group as a whole. A detailed financial
analysis from both perspectives is presented in section
4.2 Basic economic and financial figures
of this report.
2023 2022 2021 2020 2019 2018 2017
Change y/y
(‘23/22)
Selected consolidated financial data
Total operating income
mm PLN
1 588,3 1 444,2 625,6 797,8 239,3 288,3 273,8
10,0%
Net profit
mm PLN
791,2 766,1 237,8 402,1 57,7 101,5 93,0
3,3%
Balance sheet total
mm PLN
4 685,8
4 114,3
3 147,7
2 283,5
1 138,9
970,1
897,7
13,9%
Own cash + treasury bonds
mm PLN
1 805,7 1 584,6 921,3 940,8 499,3 468,0 367,1
14,0%
Equity
mm PLN
1 734,7
1 506,1
915,6
888,3
490,7
455,2
400,3
15,2%
Earnings per share (EPS)
1
PLN
6,7 6,5 2,0 3,4 0,5 0,9 0,8
0,2
The market value of the
Company
2
PLN
37,8 31,0 16,8 17,9 4,0 4,4 4,5
6,8
Total capital ratio (IFR)
3
%
188,7 218,1 200,1 200,1 165,8 238,5 133,7
(29,4) p.p.
Selected standalone financial data
Total operating income
mm PLN
1 462,3 1 334,4 562,4 748,3 210,6 267,3 251,7
9,6%
Net profit
mm PLN
787,1 761,6 234,8 418,2 54,1 90,9 87,4
3,4%
Balance sheet total
mm PLN
4 495,3
3 913,3
2 971,6
2 155,6
1 083,9
928,0
853,4
14,9%
Own cash + treasury bonds
mm PLN
1 667,2 1 486,9 882,8 893,4 449,9 413,0 323,0
12,1%
Equity
mm PLN
1 727,3 1 498,4 912,4 889,0 497,3 463,2 412,8
15,3%
Earnings per share (EPS)
1
PLN
6,7 6,5 2,0 3,6 0,5 0,8 0,7
0,2
Standalone capital ratio (IFR)
3
%
195,5 228,0 211,5 213,5 182,3 250,4 136,8
(32,5) p.p.
Selected Group indicatiors
4
EBITDA
mm PLN
911,3
897,7 285,7 523,5 72,2 119,7 134,3
1,5%
EBITDA margin
%
57,4
62,2
45,7
65,6
30,2
41,5
49,1
(4,8) p.p.
Net profit margin
%
49,8
53,0
38,0
50,4
24,1
35,2
34,0
(3,2) p.p.
Return on equity - ROE
%
48,8
63,3 26,4 58,3 12,2 23,7 24,6
(14,4) p.p.
Return on assets ROA
%
18,0
21,1 8,8 23,5 5,5 10,9 11,0
(3,1) p.p.
Selected operational data
4
New clients
k
312,0
196,9 189,2 112,0 36,6 20,7 18,9
115,1
Clients in total
k
897,6
614,9 429,2 255,8 149,3 116,5 105,7
282,7
Number of active clients
k
408,5
270,6
193,2
108,3
49,6
40,7
34,1
137,9
Net deposits
mm PLN
3 793,7
3 423,2
2 933,4
1 961,2
409,4
332,9
357,7
10,8%
Average operating income per
active client
K PLN
5,7 7,8 5,0 13,0 7,9 12,3 13,6
(2,0)
Transaction volume in CFD
instruments
mm lots
7 416,5 6 365,6 4 104,6 3 175,2 1 597,2 2 095,4 2 196,6
16,5%
Profitability per lot
PLN
214 227 152 251 150 138 125
(13)
1
) Attributable to shareholders of the Parent Company.
2
) At the end of the period.
3
) For the comparability of the presentation in the period until June 25, 2021 the IFR capital ratio was calculated as the capital ratio CRR including buffers * 12.5.
4
) The definitions of the indicators and selected operational data contained in the table above are presented in
section 3.2.5 Selected financial and operating
ratios of the Group
.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 70
The foregoing Management Board report on the operations of the Group and Company for 2023 includes disclosure
requirements for the report on the operations of the Company XTB S.A. pursuant to § 71 item 8 of the ordinance of
Minister of Finance dated 29 March, 2018 on current and periodic information published by issuers of securities and
the conditions for recognition as equivalent the information required by the laws of a non-member state.
Significant non-financial information
The company prepared the Non-financial Statement of XTB S.A. Capital Group on non-financial information for 2023,
which will be posted on the XTB website in accordance with Article 49b paragraph 9 and Article 55 paragraph 2c of the
Accounting Act.
2. Basic information
2.1 General information
XTB International Group S.A. (hereinafter: "Group", "XTB Group", "Capital Group") with almost
20 years of experience in the market and at the same time one of the world's largest Forex &
CFD brokers listed on the main market of the Warsaw Stock Exchange Warsaw.
Its innovative solutions provide individual investors with instant access to financial markets
from all over the world.
The Group consists of the parent company XTB S.A., headquartered in Poland (hereinafter: "Company" "Parent
Company", "Parent", "Brokerage", "XTB"), 12 subsidiaries and 7 foreign branches.
Company's country of origin: Poland
Company name: XTB S.A.
1
Headquarters Address: Prosta street 67, 00-838 Warsaw
2
Date of registration in the NCR: 22.09.2004
NCR: 0000217580
Tax ID: 5272443955
REGON NO: 015803782
Main activity according to the
Company's PKD:
66, 12, Z, Securities and commodities brokerage activities
The Company's business
activities:
The object of the Company's business is to provide brokerage services on the
exchange and OTC markets (derivatives on currencies, commodities, indices,
stocks and bonds). The Company is subject to the supervision of the Financial
Supervision Commission and
performs regulated activities on the basis
of a license dated November 8, 2005, No. DDM-M-4021-57-1/2005
Company website: https://www.xtb.com/pl
The duration for which the
Company was established:
indefinite
1
) On January 5, 2022, in the District Court for the Capital City of Warsaw XII Commercial Division of the National Court Register, the change of the name of the
company in the current wording “X-Trade Brokers Dom Maklerski Spółka Akcyjna” to “XTB Spółka Akcyjna” (hereinafter also referred to as "XTB S.A.") was
registered.
2
) On January 1, 2022, the registered office of the Parent Company changed from Ogrodowa street 58, 00-876 Warsaw to the following address: Prosta street 67,
00-838 Warsaw.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 71
2.1.1 Management Board of XTB S.A.
The parent company of XTB S.A. is headed by a Board of Directors appointed and dismissed on the basis of the
Company's Articles of Association. As of December 31, 2023 and as of the date of publication of this Report, the
Management Board was as follows:
NAME AND SURNAME FUNCTION
DATE OF FIRST
APPOINTMENT
EXPIRATION DATE OF THE
CURRENT TERM
Omar Arnaout
President of the Management Board
01.07.2022
01.07.2025
Filip Kaczmarzyk Board Member 01.07.2022 01.07.2025
Paweł Szejko Board Member 01.07.2022 01.07.2025
Jakub Kubacki Board Member 01.07.2022 01.07.2025
Andrzej Przybylski Board Member 01.07.2022 01.07.2025
Detailed information on the Company's Management Board is presented in section
5.6 Management of XTB S.A.
of this
Report.
2.1.2 Supervisory Board of XTB S.A.
As at 31 December 2023 and as at the date of submission of this report, the composition of the Supervisory Board was
as follows:
NAME AND SURNAME FUNCTION
STARTING DATE
OF THE CURRENT
TERM OF OFFICE
EXPIRATION DATE OF THE
CURRENT TERM OF
OFFICE
Jan Byrski
Chairman of the Supervisory Board
22.11.2021
19.11.2024
Jakub Leonkiewicz Vice-Chairman of the Supervisory Board 19.11.2021 19.11.2024
Łukasz Baszczyński Member of the Supervisory Board 19.11.2021 19.11.2024
Bartosz Zabłocki Member of the Supervisory Board 19.11.2021 19.11.2024
Grzegorz Grabowicz Member of the Supervisory Board 19.11.2021 19.11.2024
Detailed information on the Company's and the Group's Supervisory Board is presented in section
5.7 Supervisory
Board of XTB S.A.
of this Report.
2.1.3 Shareholding structure of XTB S.A. as of the date of the report:
XXZW Investment Group S.A. with its registered office in Luxembourg is the key shareholder of the Company. It holds,
as at 31 December 2023, 50,93% of shares and votes in the General Meeting. Mr. Jakub Zabłocki is the ultimate parent
of the Company and XXZW Investment Group S.A.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 72
2.2 Business Profile
The XTB Group is an international provider of trading and investment products, services and solutions, specialising in:
OTC (over-the-counter) market where transactions are made directly between market participants, without
commission. There is no regulator. Trading on the OTC market takes place in all time zones, i.e. 24 hours a day
except weekends, in particular in CFDs (contracts for differences), which are investment products whose return
depends on changes in the price and value of the underlying instruments and assets - contracts for differences,
which are investment products whose return depends on changes in the price and value of the underlying
instruments and assets. The seller of the contract agrees to pay the difference between the value of the assets
on the date the contract is terminated and the value of the assets on the date the contract is entered into;
investments in stocks and exchange-traded fund (ETF) instruments on the same trading platform. An ETF is an
index fund that is listed on an exchange and traded like a stock. This allows quick and easy investment in
a broad basket of financial instruments according to the index that the fund reflects.
The Group operates in two segments:
retail segmentoperated for retail clients online trading in asset-based and underlying derivatives traded on
financial and commodity markets, as well as activities related to trading in stocks from selected exchanges
from around the world and ETF-type instruments;
institutional segmentwhere the Group offers institutional clients the provision of liquidity and technology,
thanks to which they can offer their clients the opportunity to trade financial instruments under their own
brand.
The Group offers two trading platforms to both retail clients and institutional clients:
xStation and
MetaTrader 4 (MT4) the platform offered to new clients until 18 January 2021,
which are supported by the Group’s advanced, proprietary technology infrastructure.
XTB is constantly actively expanding the functionalities of the xStation platform to meet requirements of both CFD
clients and the new group of shares clients. The Management Board believes that the platform is currently one of the
most developed trading platform on the CFD and stock market. The company is constantly trying to develop the
platform with elements supporting transactions on OTC markets.
As at the end of 2023, the Group offered a total of almost 6 400 financial instruments from all over the world, including:
2 400 leveraged CFD derivatives, including approximately 70 based on currency pairs, nearly 30 based on commodities,
more than 30 based on indices, and 40 based on cryptocurrencies, approximately 2 000 based on shares listed on
exchanges in 16 countries, and more than 160 based on US and European ETFs.
The other arm of XTB's offering consists of more than 3 800 cash instruments (more than 3 400 equity instruments and
approximately 370 ETF instruments from European markets).
For details of XTB Group's product offerings, see section
3.1 Products and Services and Plans
of this Report.
XTB S.A.
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www.xtb.com 73
2.3 Strategy and business model
2.3.1 Business strategy
The goal of the XTB Group is to develop and provide solutions that allow anyone interested in investing to achieve their
goals, regardless of their experience in the field. To support investor awareness and education, XTB offers access to
free professional courses and conferences - XTB Investing Masterclass, daily market analysis, InvestResponsibly.com
platform. As a Polish FinTech Company, XTB is constantly developing its own technologies by employing only experts.
The strategy of XTB Group S.A. is based on the following areas of development:
The development of operations on the markets where the Group is present in Central and Eastern
Europe and Western Europe
Key element of the Group’s strategy is the use of its competitive advantages in the markets in which it is
present, i.e. in the countries of Central and Eastern Europe and Western Europe, in order to increase its market
share and take advantage of the growing demand for online investment services.
In Central and Eastern Europe, where XTB has a leading position (Poland, Romania, Czech Republic and
Slovakia), the Group intends to continue expanding its customer base through sales and marketing activities
aimed at increasing market share and taking advantage of high demand for CFD derivatives.
In Western Europe, where XTB is successfully operating in Spain, Portugal, Germany and France, the Group
also intends to increase market share and satisfy demand using a combination of online marketing and
educational programs for investors, which will enable to direct the Group’s offer to clients with a specific profile.
The Group also expects its activities in online marketing will result in an increase in the number of international
active accounts obtained through XTB Limited in the United Kingdom, which come from outside the markets
constituting the main area of the Group’s operations.
Expanding the Group’s international presence by expanding into new markets, including markets in
Latin America, Africa and Asia
The Group intends to develop its operations by expanding into new markets in Latin America, Africa and Asia.
The Management believes that both Latin America, Africa and Asia are attractive regions for the FX/CFD market,
with high growth potential. Developing operations in these markets, the Group will often be able to take
advantage of the first mover advantage. Where it is necessary to conduct business, XTB will apply for the
required licenses.
The Group’s objective is to expand its operations to new markets by building local sales teams responsible for
individual regions, which will enable XTB to adapt marketing campaigns to the specific culture of a given
country/region. The Group has the necessary experience in terms of regulatory requirements and practices, it
also has a solid capital base and access to advanced technology, which allows it to effectively expand its
operations in these markets.
The Group plans to use its presence in Belize as a starting point for expansion and business development in
other Latin American countries. Thanks to its presence in Belize, the Group can offer Latin American clients the
benefits of a region-specific approach and build their reputation as a trusted institution using sales, marketing
and educational methods adapted to local cultural conditions.
The Group also expects its activities in online marketing will result in an increase in the number of international
active accounts obtained through XTB International Limited in Belize, which come from outside the markets
constituting the main area of the Group’s operations.
Development of the institutional segment of operations (X Open Hub)
The Management Board plans to further develop cooperation with institutional clients under X Open Hub
offering them two categories of products and services: liquidity and transaction technology or both together.
The technologies provided by the Group enable its institutional clients to build a transaction environment to
offer the same or similar products and services that are available in the Group’s portfolio of products and
services, and therefore potentially compete with XTB.
The importance of the Group’s institutional business segment is systematically increasing, creating the
potential for ensuring stable revenues and cash flows due to the growing size of this segment. A more
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 74
diversified business profile enables the Group to more easily use new business opportunities in the
institutional business segment.
The development of the institutional operations segment depends to a large extent on the acquisition of new
clients. Contrary to the segment of retail operations, the acquisition of a potential institutional client is
a relatively long process, usually lasting up to one year.
Expanding the Group’s product and services offer and developing new technologies
The Group intends to develop its operations by offering new products and services to its customers. For this
purpose, the Group will introduce financial products and services that will enable its clients to implement
various investment strategies using one integrated transaction platform.
The technologies developed by the Group on its own are designed to ensure its competitive advantage over
other suppliers of transaction systems in the field of system quality, as well as to enable to offer to customers
more competitive products and services.
Development through mergers and acquisitions of other entities attractive for the Group, as well as
joint ventures
The Group allows investments in attractive companies offering products and services similar to the Group’s
products and services, which may complement its product, service and geographical offer. It is however
assumed, that the main growth of XTB will be organic growth.
In view of the business strategy adopted based on the development of new technologies, the IT Development
Department has been separated within the XTB structure. The research and development work in question has
a significant, almost strategic impact on XTB's business activities. They are not only reflected in the level of revenues
generated by XTB, but they are also crucial in the process of building and maintaining the company's highly competitive
position on the global capital market. After all, it should be emphasized that XTB is one of the largest FX & CFD brokers
in the world conducting its business on the OTC (over-the-counter) market and on the stock market.
2.3.2 Values
Our daily work is guided by the following values:
Technology
Today, technology is one of the most important
elements of investing and finance. We are well
aware of this, which is why we are constantly
improve our trading application in line with the
latest trends and solutions. We want xStation to be
one of the most reliable and functional investment
applications on the market.
Confidence
In more than a dozen years of activity in the financial
markets, we have earned the trust of nearly 900 000
clients around the world. Your investments are safe
with us we are regulated by the world's largest
regulatory authorities: KNF, FCA, CySEC and FSC.
Support
We are here to help our clients become better
investors. That's why our experienced client
service team works 24 hours a day, 5 days a week,
and our comprehensive investor library includes
videos, online training and educational courses
suitable for both novice and experienced investors.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 75
2.3.3 ESG strategy
In 2021, an ESG strategy has been developed to further develop the XTB Group towards sustainable growth. The
adopted strategy is based on three pillars:
Environment Social responsibility
Corporate
Management
We take care of the natural
environment in the workplace. We
have implemented a series of
solutions aiming at more efficient
management of natural resources.
We aim to reduce the organization's
carbon footprint.
We build environmental and climate
awareness of our Employee and
Co-workers.
Thanks to advanced and reliable technology, we
ensure immediate access to financial markets
around the world.
Our main goal is economic education of society. We
continue expanding our open base of educational
materials, offering a plethora of articles, videos and
market commentaries.
We share our knowledge and experience willingly,
cooperating with universities and other institutions.
Our qualified Team are ambitious people whom we
support in continuous development and
accomplishment of goals.
We are one of the largest
Forex & CFD brokers in the world
listed on the stock exchange, and
our business is subject to
supervision in the international
financial markets. We aim to build
the trust of our Shareholders
through responsible business
practices and operations that
comply with applicable laws.
Our business is subject to financial
supervision on international
financial markets: FCA, BaFin, ACPR,
CySEC, IFSC.
The full content of the document is available on the Investor Relations subpage of XTB S.A. at: https://ir.xtb.com/esg/
In 2024, work began on updating the ESG Strategy of the XTB S.A. Capital Group and on adapting the sustainability
reporting system under the CSRD directive and new ESRS reporting standards.
2.3.4 Business model
The business model used by the Group combines the features of the agency model and the market making principal
model in which the Group is a party to a transaction concluded and initiated by the client. The Group does not engage
in proprietary trading awaiting changes in prices or values of the underlying instruments.
The hybrid business model used by XTB also uses the agency model. For example, on most CFD instruments based on
cryptocurrencies, XTB secures these transactions with external partners, practically is no to be the other party to the
transaction (of course, from a legal point of view, it is still XTB). The fully automated risk management process adopted
by the Company limits exposure to market changes and forces the Group to hedge its positions in order to maintain
appropriate levels of capital requirements. Additionally, XTB realize directly on regulated markets or in alternative
trading systems, all transactions on shares and ETFs as well as on CFD instruments based on these assets. XTB is not a
market maker for this class of instruments.
It is in XTB's business model to have high revenue volatility from period to period. Operating results are affected
primarily by:
volatility in financial and commodity markets;
number of active clients;
volume of concluded transactions on financial instruments;
general market, geopolitical and economic conditions;
competition in the FX/CFD market, and
the regulatory environment.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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www.xtb.com 76
The business model used by XTB aims to:
to get through to the mass client:
an intuitive and user-friendly All-in-One platform;
adding value beyond investing;
effective marketing and branding.
"Supermarket" approach to profitability offering a variety of products, accepting potentially low profitability on
some services in exchange for overall client value and increased cross-selling opportunities.
XTB Group's revenues are mostly from retail operations and include income:
spreads (the difference between the offer price and the bid price);
fees and commissions charged by the Group to its clients;
swap points charged by the Group (as a cost of maintaining the position over time and
net result (gains/losses on transactions that were not netted or hedged at the time of conclusion) from the
Group's market making activities
.
The following table presents the percentage contribution of each category of income to the gross result from operations
on financial instruments:
CATEGORY 2023 2022 2021 2020 2019 2018
Spread 46% 54% 83% 54% 62% 64%
Swap, commission and fees 30% 26% 40% 16% 15% 12%
Market making 24% 20% (23%) 30% 23% 24%
Gross result of operations on
financial instruments
100% 100% 100% 100% 100% 100%
As a rule, the Group's revenues are positively affected by higher activity of financial markets due to the fact that in such
periods, a higher level of turnover is realized by the Group's clients and higher profitability per lot. The periods of clear
and long market trends are favourable for the Company and it is at such times that it achieves the highest revenues.
Therefore, high activity of financial markets and commodities generally leads to an increased volume of trading on the
Group's trading platforms. On the other hand, the decrease in this activity and the related decrease in the transaction
activity of the Group's clients leads, as a rule, to a decrease in the Group's operating income. Due to the above, operating
income and the Group's profitability may decrease in periods of low activity of financial and commodity markets. In
addition, there may be a more predictable trend in which the market moves within a limited price range. This leads to
market trends that can be predicted with a higher probability than in the case of larger directional movements on the
markets, which creates favourable conditions for transactions concluded in a narrow range trading. In this case, a
greater number of transactions that bring profits to clients is observed, which leads to a decrease in the Group's result
on market making.
The volatility and activity of markets results from a number of external factors, some of which are characteristic for the
market, and some may be related to general macroeconomic conditions. It can significantly affect the revenues
generated by the Group in the subsequent quarters. This is characteristic of the Group's business model.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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www.xtb.com 77
2.4 Revenues, segments and clients
2.4.1 Revenues by regions and segments
XTB places great emphasis on the geographical diversification of its revenues, consistently pursuing its strategy of
building a global brand. The country from which the Group always derives more than 20% of its revenues is Poland with
a share of 46,1% (2022: 41,4%). Reference to business segments and diversification of revenues by location is made
in section 3.2
Main operating markets
of this Report.
The map chart below shows revenue, number of clients and turnover in lots by geography:
Each region's share of operating income by year is presented in the chart below:
60%
58%
52%
51%
51%
49%
48%
23%
25%
26%
38%
38%
43%
47%
9%
14%
19%
11%
11%
8%
5%
7%
3%
2%
0
200000
400000
600000
800000
1000000
1200000
1400000
1600000
2023 2022 2021 2020 2019 2018 2017
Central and Eastern Europe Western Europe Latin America Middle East
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 78
In 2023, the retail business segment generated about 93% of the Group's total operating income, and the institutional
business segment generated about 7%.
Looking at XTB's revenues in terms of the classes of instruments responsible for their generation, it can be seen that in
2023 CFDs based on index were in the lead. Their share in the structure of revenues on financial instruments reached
47,8% compared to 46,4% in the previous year. This is due to the high profitability of CFD instruments based on the
US 100 index, the German DAX index (DE30) or the US 500 index. The second most profitable asset class was CFD based
on commodities. Their share in the revenue structure in 2023 was 39,9% (2022: 33,8%). This is due to the high
profitability of CFD instruments based on natural gas, gold and oil prices. Revenues from CFDs based on currencies
accounted for 10,1% of total revenues, compared to 17,0% in the previous year, with the most profitable financial
instruments in this class being CFDs based on the EURUSD and USDJPY currency pairs.
The structure of revenue by assets class (in %)
The above issues and detailed financial data are described in detail in section
4.2.1 Basic consolidated economic and
financial figures
of this Report.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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www.xtb.com 79
2.4.2 Clients
XTB has a solid foundation in the form of constantly growing client base and the number of active clients. In 2023, the
Group recorded a further record in this area, acquiring 311 971 new clients compared to 196 864 a year earlier,
an increase of 58,5%. Similar to the number of new clients, the number of active clients was also a record. It increased
from 270 560 to 408 528, i.e. by 51,0% y/y.
PERIOD ENDED
31.12.2023 30.09.2023 30.06.2023 31.03.2023 31.12.2022 30.09.2022 30.06.2022 31.03.2022
New clients
1
77 267
67 505
62 994
104 206
51 038
44 796
45 697
55 333
Clients in total
2
897 573
826 042
762 624
703 928
614 934
567 387
525 287
481 931
Number of active clients
3
408 528
355 461
307 511
260 095
270 560
237 527
205 778
170 859
Average number of active clients
4
277 684 266
838
259
707
260
095
186
053
180
267
175
295
170 859
1
) Number of new Group’s clients in the individual periods.
2
) Number of clients at the end of individual quarters.
3
) Number of active clients respectively in the 12, 9, 6 and 3 months of 2023 and 12, 9, 6 and 3 months of 2022. An active client is a client who has made at least
one transaction and/or had an open position during the period.
4
) The average quarterly number of clients respectively for 12, 9, 6 and 3 months of 2023 and 12, 9, 6 and 3 months of 2022.
These activities are supported by a number of
initiatives, including the Investment Plans that
have been introduced, which allow savings to
be invested intelligently. Thanks to the new
product, clients can easily set up their Plan and
invest specific funds starting from the
amount of PLN 50. It is possible to launch up
to 10 Investment Plans at the same time.
Setting up and running Investment Plans at
XTB is completely free of charge, as long as the
monthly turnover does not exceed EUR
100 00, in which case the commission is 0,2%,
minimum EUR 10.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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In addition, from April 2023, XTB allows investment in selected European and non-European markets in company shares
and ETFs at a fraction of their price. Fractional shares offer greater flexibility and control over investments. This makes
it easier for clients to tailor their investment portfolio to their individual financial goals and risk tolerance.
In November 2023, XTB introduced another new feature, i.e. interest on free funds in client accounts. The interest is
calculated daily and paid to the account at the end of the month. Interest is offered for the following currencies: PLN,
EUR, USD, GBP, CZK and RON.
The Board’s priority is to continue to grow the client base, which will strengthen XTB's position in the global marketplace
by reaching the mass client with its product offering. These activities are and will be supported by a number of initiatives,
including the introduction of new products or promotional campaigns. The Management Board’s objective for 2024
is to acquire an average of at least 65-90 thousand new clients per quarter. In January 2024, the Group acquired a total
of 41,6 thousand new clients, in February 2024: 41,2 thousand new clients, and in the first 25 days of March 2024: 39,1
thousand new clients. Consequently, in March 2024, the total number of XTB Group clients exceeded 1 million.
Marketing is XTB’s second engine. To strengthen its market position and global visibility, the Group works with
successful athletes who are XTB brand ambassadors, such as Conor McGregor and Iker Casillas. A new brand
ambassador is planned for 2024.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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2.5 Organizational structure of the XTB S.A. Capital Group
2.5.1 Subsidiaries of the XTB S.A. Capital Group
As of 31 December 2023, the XTB S.A. Group consisted of the parent company XTB S.A. and 12 subsidiaries, as shown
in the scheme below.
* The parent company XTB S.A. acquired 99,9% of the shares in the subsidiary XTB S.C. Limited, the remaining 0,1% being held by another subsidiary XTB
Services Limited.
All subsidiaries results are fully consolidated since the date of foundation/acquisition. In the reporting periods all
subsidiaries have been subject to consolidation.
Neither the Parent Company nor any Group company holds shares in other companies that may have a material impact
on its assets and liabilities, financial position and profit or loss.
Information about XTB Group subsidiaries
The following is basic information on the Group companies, i.e. the companies that are directly or indirectly dependent
on the Company.
XTB Limited, Great Britain
The company provides brokerage services based on the obtained permission issued by the FCA (Financial Conduct
Authority), license no FRN 522157.
X Open Hub Sp. z o.o., Poland
Main scope of business of the company is offering electronic applications and trading technology.
XTB Limited, Cyprus
The company provides brokerage services based on the obtained permission issued by the CySEC (Cyprus Securities
and Exchange Commission), license no 169/12. On May 3 2018, DUB Investments Limited changed its name to XTB
Limited. On June 6 2018, the parent company acquired 1 165 shares in the increased share capital of the subsidiary,
maintaining a 100% share in its capital.
XTB Agente de Valores SpA, Chile
On February 17, 2017, the Parent Company established a subsidiary, XTB Chile SpA. The Company holds 100% of the
shares in the subsidiary. XTB Chile SpA provides services to acquire clients from the territory of Chile.
XTB International Limited, Belize
On 23 February 2017 the Parent Company acquired 100% of shares in CFDs Prime based in Belize. On 20 March 2017
the company changed its name from CFDs Prime Limited to XTB International Limited. On 26 September 2019 the
Parent Company acquired 500 000 shares in the increased share capital of the subsidiary while maintaining a 100%
share in its capital. The company provides brokerage services based on the obtained permission issued by the
International Financial Service Commission.
*
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XTB Services Limited, Cyprus
On 27 July 2017 the Parent Company acquired 100% shares in Jupette Limited with its registered office in Cyprus.
On 5 August 2017 the subsidiary changed its name to XTB Services Limited. The company provides marketing and
marketing-sales services (sales support).
XTB Africa (PTY) Ltd., Republika Południowej Afryki
On 10 July of 2018 the Parent Company established a subsidiary of XTB Africa (PTY) Ltd with its seat in South Africa.
The company hold 100% shares in a subsidiary. On 14 October 2019 the Parent Company acquired 100 shares in the
increased capital of the subsidiary, maintaining 100% share in its capital.
On August 10, 2021, XTB Africa (PTY) Ltd. received a license from the (ang. Financial Sector Conduct Authority) to operate
in South Africa.
As at the date of publishing this report, the Company did not conduct any operating activities.
XTB MENA Limited, United Arab Emirates
On January 9, 2021, the company XTB MENA Limited based in the United Arab Emirates was registered in the local
register of entrepreneurs. The parent company acquired 100% of shares in the subsidiary. On April 13, 2021, the shares
in XTB MENA Limited based in the United Arab Emirates (UAE) were paid for. The contributed capital amounted to USD
1 million.
On July 11, 2021, XTB MENA Limited received a notification from DFSA (Dubai Financial Services Authority) on granting
the company a license to operate in the UAE with its effective date on July 8, 2021. The company provides brokerage
services.
XTB Digital Ltd., Cyprus
On December 5, 2022, the XTB Digital Ltd. based in Cyprus was registered in the local entrepreneurs' registry. On April
3, 2023, the shares in Digital Ltd. of Cyprus were paid up. The capital contributed amounted to EUR 300 thousand.
As of the date of submitting this report, the company had no operating activities.
XTB S.C. Limited, Republic of Seychelles
On 6 October 2022, XTB S.C. Limited with its registered office in the Republic of Seychelles was registered in the local
register of entrepreneurs. On April 21, 2023, the company received from the FSA (Financial Services Authority) license
No. SD148 to operate in the Republic of Seychelles.
The company will provide brokerage services. The parent company acquired 99.9% of the shares in the subsidiary. The
remaining 0.1% stake is held by another subsidiary, XTB Services Limited. On 16 November 2023, the shares in XTB S.C.
Limited, based in the Seychelles, were paid up. The contributed capital amounted to $50,000.
As of the date of submission of these consolidated financial statements, the company had no operations.
Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş., Turkey
In 2023, Tasfiye Halinde XTB Yönetim Danışmanlığı Anonim Şirketi had no operations.
On September 15, 2020 the liquidation process of the company in Turkey began.
Lirsar S.A en liquidacion, Uruguay
On May 21, 2014, the Parent acquired 100% of the shares in Lirsar S.A., an entity based in Uruguay. The capital from
the subsidiary, together with accumulated profits, was returned to the Parent Company on December 14, 2017. As of
the date of this report, the entity had not been formally liquidated.
On January 17, 2024, the parent company acquired a 90% share in PT Rajawali Kapital Berjangka, a company based in
Indonesia.
During the reporting period, i.e. from 1 January to 31 December 2023, and until the date of this report, there were no
changes, other than those described above, in the structure of the XTB S.A. Group.
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2.5.2 Foreign branches of XTB S.A.
XTB S.A. also operates through 7 foreign branches located in Europe, as shown in the scheme below.
Foreign branches of XTB S.A.:
XTB S.A. organizačni složka a branch established on 7 March 2007 in the Czech Republic. The branch was
registered in the commercial register maintained by the City Court in Prague under No. 56720 and was granted
the following tax identification number: CZK 27867102. Date of registration of the new name in the local
register: 6 April 2022;
XTB S.A. Sucursal en Espanaa branch established on 19 December 2007 in Spain. On 16 January 2008, the
branch was registered by the Spanish authorities and was granted the tax identification number
ES W0601162A. Date of registration of the new name in the local registry: 22 July 2022;
XTB S.A. organizačná zložkaa branch established on 1 July 2008 in the Slovak Republic. On 6 August 2008,
the branch was registered in the commercial register maintained by the City Court in Bratislava under
No. 36859699 and was granted the following tax identification number: SK4020230324. Date of registration of
the new name in the local registry: 9 April 2022;
XTB S.A. Varsovia Sucursala Bucurestibranch established on 31 July 2008 in Romania. On 4 August 2008,
the branch was registered in the Commercial Register under No. 402030 and was granted the following tax
identification number: RO27187343. Date of registration of the new name in the local registry: 22 April 2022;
XTB S.A. German Branch a branch established on 5 September 2008 in the Federal Republic of Germany.
On 24 October 2008, the branch was registered in the Commercial Register under No. HRB 84148 and was
granted the following tax identification number: DE266307947. Date of registration of the new name in the
local registry: 19 December 2022;
XTB S.A. Succursale Française a branch established on 21 April 2010 in the Republic of France. On 31 May
2010, the branch was registered in the Commercial Register under No. 522758689, and was granted the
following tax identification number: FR61522758689. Date of registration of the new name in the local registry:
27 May 2022;
XTB S.A. Sucursal em Portugal branch established on 7 July 2010 in Portugal. On 7 July 2010, the branch
was registered in the Commercial Register under and was granted the following tax identification number
PT980436613. Date of registration of the new name in the local registry: 17 May 2022.
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2.5.3 XTB Foundation
In 2020, on the initiative of the Board of Directors of XTB S.A., the XTB Foundation was established. As of 31 December
2023, the President of the Foundation was Małgorzata Nita, Head of Customer Communications XTB S.A. who also
served as ESG Manager in the year under review. By Resolution of the XTB Foundation Board No. U/02 of 13 February
2024, Sylwia Kozoń was appointed to serve as President of the XTB Foundation Board. The term of office of the new
President of the Board of Directors of the XTB Foundation began on 14 February 2024.
Foundation Name: XTB Foundation
Registered Address: 67 Prosta Street, 00-838 Warsaw
Date of NCR registration: 23.12.2020
NCR: 0000861567
REGON: 38778254000000
TAX ID: 5272945208
The Foundation was established to support and organize all initiatives related to the promotion of financial institutions
and new technologies, thereby influencing the growth of trust and respect for these institutions. In its activities, it works
to raise financial and technological awareness, while realizing activities in the area of corporate social responsibility and
sustainable development.
According to its statutory objectives, the Foundation's object is:
increasing entrepreneurship and innovation, particularly in the area of new technologies and the financial
market;
raising awareness and knowledge of economic, financial and new technology-related issues, as well as
increasing trust and respect for financial institutions;
scientific and research activities and promotion of solutions developed within the XTB capital group's
operations, particularly in the field of new technologies and the financial market;
supporting and organizing all initiatives related to the promotion of financial institutions and new technologies;
financial support, transfer of knowledge or business consulting for the benefit of selected entrepreneurs;
acting in the fields of corporate social responsibility, sustainable development, and animal and nature
conservation;
promotion of employment and education and equalization of development opportunities;
initiating and supporting activities of XTB Capital Group employees related to the statutory objectives of the
Foundation, employee volunteering and all social, educational and sports activities;
charitable and social activities.
The Foundation's activities in 2023 are included in subsection
5.10.7 Sponsorship, charity or other similar activities
of
this report.
3. Business and Development of the Parent Company and its Capital Group
3.1 Products and services and product plans
The Group is an international provider of trading and investment products, services and solutions, specializing in OTC
markets with a particular focus on CFDs, which are investment products with returns linked to the changes in the prices
and values of underlying instruments and assets. The group also offers investments in shares and ETF instruments on
the same trading platform.
In the year 2023, the Group offered the following products to its clients.
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During the 12 months of 2023, the Group continued to expand its product offering. The goal of these activities was to
meet client expectations in order to cover their expectations regarding the availability of particular financial
instruments. In 2023, the range of equities and ETFs was constantly expanded to include new instruments requested
by clients. 2023 was marked by the introduction of new products such as fractional shares and investment plans.
Fractional shares allow clients to invest any amount, even small amounts, in securities listed on internationally regulated
markets. This solution is still offered by a very small group of investment companies. In the fall of 2023, XTB launched
Investment Plans, a product that allows investors to build their own ETF portfolios. The goal is to attract clients who are
interested in long-term investing and saving. At the same time, the company is constantly expanding the range of
existing products (stocks, CFDs on crypto).
XTB continues to actively expand the functionality of the xStation platform to meet the requirements of both CFD clients
and a new group of stock clients. The Management Board believes that the xStation platform is currently one of the
most advanced CFD and stock trading platforms available today. The company is constantly trying to develop the
platform with elements that support trading on OTC and stock markets. In 2023 alone, XTB launched trading with
fractional shares, an application supporting long-term investing (Investment Plans) or interest on client funds.
The functionality of the Group's offering allows clients to open accounts, deposit funds into them, place orders and
transfer funds between accounts, and order statements online. The Group's core technology uses software designed
to provide functionality and scalability.
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Product plan
As in previous years, XTB's focus in 2024 will be on attracting new clients and expanding this group to include those
interested not only in investing, but also in broadly defined financial products.
In order to achieve it, XTB plans to strengthen its product offer and implement enhancements aimed at improving
customer experience of both the desktop platform as well as the mobile app. All those changes and improvements
have been carefully planned, which is reflected in the continuous growth of the Product and Technology department
and the ongoing works and developments in the research & development area, including those related to the
implementation of AI-driven solutions.
The beginning of 2024 was marked with broadening of the passive product portfolio. Investment Plans, the ETF-based
product allowing to invest in 300 ETFs, was enhanced with the auto-invest feature enabling clients to decide how often
and how much money they want to invest regularly in their individual portfolios. As a result, the product has become
even more attractive for clients looking for mid- and long-term investment opportunities when compared to solutions
provided by XTB competitors.
In the upcoming quarters, passive investment offering will be supplemented by bonds. XTB clients will gain access to
another asset class: government bonds (i.e. issued by Poland, the US or Germany) and corporate bonds issued by
renowned, global companies with a relatively stable rating (from AAA to BBB-). Thanks to leveraging the same
mechanism as in the case of fractional shares, investing in bonds will be possible with only a small amount of money.
At the same time, social trading will be launched. It will enable XTB clients to follow the transactions made by other
users, whose investment strategy they find interesting or eye-catching. As part of this product, client data will be
anonymized and classified based on the return on investment achieved as well as their risk accepted.
Third quarter of 2024 will mark the debut of the product that was long awaited by Polish clients - namely IKE and IKZE
accounts. Currently, only a fraction of adults in Poland use it but the interest is growing year on year. As XTB sees
potential in the further growth of long-term investment products, this offer will be implemented also in other global
markets, including the UK, where the company plans to act as ISA Manager.
At the end of 2024, XTB plans to launch a product that will accelerate its transformation towards the everyday platform
for managing personal finance. Virtual wallet and a multi-currency card will enable XTB clients to make instant local
payments, transfers, card transactions and currency exchange. Thanks to this product, clients will be able to make
payments between their XTB accounts instantly. Real-time notifications will support finance control and expense
management.
In 2025 and beyond, XTB plans to add other new products to its offerings.
The above product plan is based on the current knowledge and resources. Therefore, it can be modified and changed,
including due to the reasons resulting from XTB’s cooperation with third parties.
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3.2 Main operating markets
The XTB Group operates on the basis of licenses granted by regulators in Poland, the UK, Cyprus, Belize and in the
United Arab Emirates (UAE). The Group’s business is regulated and supervised by competent authorities on the markets
on which the Group operates, including EU countries, where it operates on the basis of a single European passport.
Currently The Group is focusing on growing its business in 12 key countries.
XTB, with its strong market position and
dynamically growing client base, is
increasingly boldly building its presence in
non-European markets, consistently
pursuing the strategy of creating a global
brand. The Management Board of XTB puts
the main emphasis on organic growth, on
the one hand increasing the penetration of
European markets, and on the other
successively building its presence in Latin
America, Asia and Africa. Following these
actions, the composition of the capital group
may expand with new subsidiaries. It is
worth mentioning that geographical
expansion is a process carried out by XTB on
a continuous basis, the effects of which are
spread over time. Therefore, one should
rather not expect sudden, abrupt changes in
the Group's results on this account. In 2024, the Management Board's efforts will focus on obtaining the necessary
licenses and starting operations in Brazil and Indonesia.
XTB's growth is also possible through mergers and acquisitions, especially with companies that would allow the Group
to achieve geographical synergies (complementary markets). Transactions of this type are realized by the Management
Board only if they are associated with tangible benefits for the Company and its shareholders.
3.3 External and internal factors relevant to the development of the Company
and its Group
3.3.1 Number of active clients, volume of transactions and amount of deposits
The Group’s revenue and its results of operations are directly mostly dependent on the volume of transactions
concluded by the Group’s clients and the amount of deposits placed by them. The transaction volumes and deposit
amounts depend, in turn, on the number of new active clients.
Net deposits placed by retail clients comprise deposits less the amounts withdrawn by the Group’s clients in a given
period. The level of net deposits defines the ability of the Group’s clients to execute transactions in derivatives offered
by the Group, which affects the level of the Group’s transaction volumes.
3.3.2 Company revenues and financial and commodity market conditions
The Group’s revenue depends directly on the volume of transactions concluded by the Group’s clients and profitability
per lot which in turn is correlated with the general level of transaction activity on the FX/CFD market.
As a rule, the Group's revenues are positively affected by higher activity of financial markets due to the fact that in such
periods, a higher level of turnover is realized by the Group's clients and higher profitability per lot. The periods of clear
and long market trends are favourable for the Company and it is at such times that it achieves the highest revenues.
Therefore, high activity of financial markets and commodities generally leads to an increased volume of trading on the
Group's trading platforms. On the other hand, the decrease in this activity and the related decrease in the transaction
activity of the Group's clients leads, as a rule, to a decrease in the Group's operating income. Due to the above, operating
income and the Group's profitability may decrease in periods of low activity of financial and commodity markets.
In addition, there may be a more predictable trend in which the market moves within a limited price range. This leads
to market trends that can be predicted with a higher probability than in the case of larger directional movements on
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the markets, which creates favourable conditions for transactions concluded in a narrow range trading. In this case,
a greater number of transactions that bring profits to clients is observed, which leads to a decrease in the Group's result
on market making
.
The volatility and activity of markets results from a number of external factors, some of which are characteristic for the
market, and some may be related to general macroeconomic conditions. It can significantly affect the revenues
generated by the Group in the subsequent quarters. This is characteristic of the Group's business model, which is
described in detail in subsection 2.3 Business Strategy and Business Model of this Report.
3.3.3 General market, geopolitical and economic conditions
Changes in the general market and economic situation in the regions, in which the Group operates, to some extent
affect the general buying power of the Group’s clients, as well as their readiness to spend or save, which in turn to some
extent affects the demand for the Group’s products and services.
Unfavourable trends in the global economy may limit the level of disposable income of the Group’s clients and induce
them to limit their activity on the FX/CFD market, which may, in turn, reduce the volume of transactions in financial
instruments offered by the Group and result in a drop in the Group’s operating income. The instability of geopolitical
and economic conditions may affect the volatility of the financial and commodity markets, which may translate into
clients transaction activity and, consequently, may also translate into the Group's revenues and client base.
3.3.4 Competition on the FX/CFD
The FX/CFD market, both globally and in Poland, is characterized by high competitiveness. The Group competes with
local entities (mainly brokerage houses being a part of or owned by commercial banks), local or Western European
licensed institutions (such as Saxo Bank and IG Group) and other entities, both licensed and non-licensed which gain
clients through the Internet (Such as Plus500, eToro or Robinhood).
These entities compete with one another in terms of product and service prices, advanced technological solutions and
brand strength. Activities undertaken by the Group and its competition affect the Group’s competitive position and its
share in the FX/CFD market. To maintain and expand its position in the markets in which it operates, the Group is
investing in marketing activities.
In addition, the Group's ability to strengthen the current competitive position in the markets in which it operates,
depends on many factors beyond the control of the Group, including in particular the recognition of the brand and the
Group's reputation, attractiveness and quality of products and services offered by the Group as well as the functionality
and quality of its technological infrastructure.
Moreover, results of operations depend to some extent on the level of spreads in the derivatives CFD. Increased
competition in the market FX / CFD leads to a reduction in spreads in derivative transactions CFD. Smaller spreads and
increased competition may reduce the revenues and profitability of the market making business model.
3.3.5 Regulatory environment
The Group operates in a strictly regulated environment that places specific significant obligations on the Group within
the scope of a number of international and local regulations and provisions of applicable law.
Among others, the Group is subject to regulations relating to:
sales practices, including gaining of clients and marketing activities;
maintaining capital at a specified level;
anti-money laundering and preventing the financing of terrorism practices and “know your client” procedures
(KYC);
reporting obligations towards regulators;
personal data protection and professional confidentiality obligations;
obligations concerning investor protection and providing them with the relevant data on risks related to the
brokerage services provided;
supervision over the Group’s operations;
confidential data and its use, prevention of illegal disclosure of confidential data and prevention of market
manipulation;
providing information to the public as issuer.
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XTB Capital Group S.A. is subject to supervision by specific regulatory authorities and public administration authorities
in jurisdictions in which the Group operates. In Poland, the conduct of brokerage activities requires a license from the
PFSA and is subject to a number of regulatory requirements. The Company is a brokerage house operating based on
a license for the conduct of brokerage activities and is subject to regulatory supervision by the PFSA.
Thanks to the “single passport” rule arising from the MiFID II Directive, the Company operates as a branch based on
and as part of the license granted by the PFSA in the following member states of the EU: the Czech Republic, Spain,
Slovakia, Romania, Germany, France and Portugal.
In addition, XTB S.A. and its subsidiaries are authorized to:
conduct cross-border brokerage activities without opening a branch in the territory of many jurisdictions,
focusing mainly on the Italian and Hungarian markets;
conduct cross-border operations in the territories of Austria, Belgium, Bulgaria, Greece, the Netherlands,
Sweden, Hungary and Italy.
Additionally, the Company has a 100% interest in the following entities operating based on separate licenses for the
conduct of brokerage activities issued by the supervision authorities in foreign jurisdictions:
XTB Limited a brokerage house registered in Great Britain and subject to FCA supervision;
XTB Limited an investment firm conducting brokerage activities registered in Cyprus and subject to
supervision by the CySEC;
XTB International Limited the company with its seats in Belize provides brokerage services based on the
obtained permission issued by the International Financial Service Commission;
XTB MENA Limited the company with its seats in Dubai, in the United Arab Emirates, licensed to arrange and
perform transactions on a matching principle in OTC products, issued by the Dubai Financial Services
Authority;
XTB Africa (Pty) Ltd. the company with its seats in South Africa, licensed to provide financial services in the
field of derivatives issued by the Financial Sector Conduct Authority. As at the date of submitting this report,
the Company did not conduct any operating activities;
XTB S.C Limited a company based in the Republic of Seychelles, licensed to provide brokerage services based
on a permit issued by the Financial Services Authority Seychelles. As at the date of submitting this report, the
Company did not conduct any operational activities.
In addition, after the balance sheet date, on 17 January 2024, the Parent Company acquired 90% of the shares of in
PT Rajawali Kapital Berjangka, a company based in Indonesia, which is a derivatives broker regulated by the Commodity
Futures Trading Supervisory Agency (BAPPEBTI).
The Group has created a compliance (compliance in law) function for each Group Company to ensure compliance with
the regulatory and regulatory requirements to which the Group is subject.
The regulatory environment in which the Group operates is constantly evolving. In recent years, the financial services
industry has been subject to increasingly comprehensive regulatory oversight. The supervisory and public
administration authorities regulating and supervising the Group's activities introduced a number of changes in the
regulatory requirements to which the Group is subject and may undertake additional initiatives in this area in the future.
3.4 The Group’s activities in 2023 and development outlook
Observing the development of the Group, analysing its financial and operational results, the Management Board of XTB
S.A. is of the opinion that the Group has built a solid foundation to ensure that it is well positioned to generate stable
growth in the future. In accordance with line with the strategic direction set, XTB actively strengthened its position as
an international provider of technologically advanced products, services and solutions for trading financial instruments
in 2023. This was achieved by continuing to build brand awareness, attracting new clients and building a long-term
investment profile and client loyalty.
The Management Board's ambition is for XTB to become the leading All-in-One investment application in Europe,
offering clients easy, smart and efficient ways to trade, invest and save, while giving them instant access to their money.
XTB S.A.
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XTB's transformation from a CFD broker to a universal investment application has progressed over the past few years.
This will continue into 2024 and beyond.
XTB, with its strong market position and dynamically growing client base, is increasingly boldly building its presence in
non-European markets, consistently pursuing the strategy of creating a global brand. The Management Board of XTB
puts the main emphasis on organic growth, on the one hand increasing the penetration of European markets, and on
the other successively building its presence in Latin America, Asia and Africa. Following these actions, the composition
of the capital group may expand with new subsidiaries. It is worth mentioning that geographical expansion is a process
carried out by XTB on a continuous basis, the effects of which are spread over time. Therefore, one should rather not
expect sudden, abrupt changes in the Group's results on this account. In 2024, the Management Board's efforts will
focus on obtaining the necessary licenses and starting operations in Brazil and Indonesia.
XTB's growth is also possible through mergers and acquisitions, especially with companies that would allow the Group
to achieve geographical synergies (complementary markets). Transactions of this type are realized by the Management
Board only if they are associated with tangible benefits for the Company and its shareholders.
The impact of COVID-19 on the Company’s result
In March 2020 the World Health Organization determined that COVID disease can be treated as a pandemic. During the
reporting period under review, there was no significant increase in new infections threatening the continuity of the
Company's operations. The Management Board of XTB S.A. continuously monitors the situation in the country and
around the world. As of the date of publication of this Report, no impact of the COVID-19 pandemic on the Group's
operations is identified.
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The impact of Russia’s invasion of Ukraine on the Company’s results
On 24 February 2022, Russian troops crossed the eastern, southern and northern borders of Ukraine, attacking the
territory of Ukraine. In connection with hostilities by Russia, representatives of the European Union and many other
countries have introduced severe sanctions against Russia, which mainly affect strategic sectors of the Russian economy
by blocking access to technology and markets. This situation does not have a significant direct impact on the Company,
however, it caused high volatility in the financial and commodity markets around the world, which had an impact on
the trading activity of XTB clients and the Group’s results.
3.5 Major achievements in research and development – basically FinTech
XTB as a technology entity operating in the
financial sector, conducts continuous work
involving the design and development of
highly innovative, comprehensive solutions in
the field of transactions and online
investments in financial instruments
("research and development"). This makes the
Company a FinTech organization. The
purpose of the aforementioned work is to
develop innovative technologies and solutions
to further develop the product offering in
particular. XTB owns a number of proprietary
technological solutions, including the modern
xStation trading platform.
The research and development work carried out in 2023 was aimed at developing the tools necessary for the efficient
operation of XTB's trading systems, effective execution of orders, efficient process of acquiring new customers (so-called
onboarding) and further development of tools to support the company's internal processes as a result of identified
development needs. The research areas focused on functionalities and operational security of systems, processes and
databases. There was also research and development work focused on the development of new electronic trading
systems.
In view of the business strategy adopted, which is based on the development of new technologies, an IT Development
Department has been separated within the structure of XTB, in which a significant part of the staff is made up of people
performing research and development work. The work has a significant, almost strategic impact on the business
activities conducted by XTB. This not only translates into the level of revenue generated by XTB but is also crucial in the
process of building and maintaining a highly competitive position of the Company on the global capital market.
The table below presents the number of people employed in the IT Development department and the costs incurred in
related to the design and development of highly innovative, comprehensive solutions in the field of transactions and
online investment solutions:
TWELVE-MONTH PERIOD ENDED
31.12.2023 31.12.2022 31.12.2021 31.12.2020 31.12.2019 31.12.2018
Costs related to the development and
development of technologies (in
PLN’000)
94 770 58 381 36 616 27 159 21 151 18 974
Number of employees in technology
departments*, including:
429 282 176 129 116 106
- IT Development department 395 266 161 118 103 93
* Persons employed based on an employment contract, mandate contract and those providing services based on a B2B contract.
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3.6 Employment at XTB Group
As of 31 December 2023. XTB S.A. Group employed 1 054 people (an increase of 22,5% y/y), including 749 people
employed by the Company. The employment structure is dominated by employees working in technology departments,
whose share at the end of 2023 accounted for 40,7% of the total number of employees.
The table below provides information on the number of employees of the Parent Company, its foreign subsidiaries and
Group Companies as of the dates indicated therein (persons employed under employment contracts, contract of
mandate and providing services under B2B agreements):
AS AT
31.12.2023 31.12.2022 Change y/y
XTB S.A. Company
749
580
+29,1%
Foreign branches
136
127
+7,1%
Group Companies
169
153
+10,1%
Total
1 054
860
+22,5%
Historically, the Group's employment by quarter is presented in the chart below*:
* The number of employees includes those employed under employment, mandate and B2B contracts.
1 054
1 010
986
956
860
798
751
716
658
626
595
582
535
515
493
477
470
475
453
447
420
405
403
393
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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3.7 Significant selected events in 2023 and up to the date of the report
Information on events and circumstances affecting the Company's and the Group's operations in 2023 is presented in
the following sections of this report, in particular, it is discussed in subsection
3.1 Products and services and product
plans
, and in section
4.2 Key economic and financial figures
. Other than the events described in this report, there were
no other events significantly affecting the Company's and the Group's operations in 2023.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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3.8 Post balance sheet events
On 17 January 2024 The Parent Company acquired a 90% share in PT Rajawali Kapital Berjangka, a company based
in Indonesia.
On 8 February 2024, the company's main shareholder, XX ZW Investment Group S.A., disposed of 11 756 925 A shares.
The current shareholding structure after the above transaction is presented in section
2.1.3 Shareholding structure of
XTB S.A.
as of the date of this Report.
3.9 Material contracts
In 2023, the Company and the Group companies did not enter into agreements material for XTB operations, different
than described in this report, also the Company has no knowledge about contracts concluded between shareholders
material for XTB operations.
3.10 Transactions with related companies
In the 12 months period ended 31 December 2022 and 31 December 2021 there were no related parties’ transactions
concluded on other than arm’s length basis.
Transactions and the balances of settlements with related parties were presented in detail in
note 30
to the Separate
Financial Statements.
3.11 Credit and loans
In the reporting period, the Company and the Group Companies did not conclude or terminate any agreements
regarding credits or loans.
In 2023, the Company and the Group companies did not grant any loans.
3.12 Sureties and guarantees
On 9 May 2014 the Company issued a guarantee in the amount of PLN 59 thousand to secure an agreement concluded
by a subsidiary XTB Limited, based in the UK and PayPal (Europe) Sarl & Cie, SCA based in Luxembourg. The guarantee
was granted for the duration of the main contract, which was concluded for an indefinite period.
On 7 July 2017, the Parent Company granted a surety of PLN 5 500 thousand to secure the agreement concluded by the
subsidiary XTB Limited with its registered office in the United Kingdom and Worldpay (UK) Limited, Worldpay Limited
and Worldpay AP LTD based in the United Kingdom. The guarantee was granted for the duration of the main contract,
which was concluded for a period of 3 years with the possibility of further extension.
Apart from described above, in 2023 XTB did not grant and did not receive other sureties and guarantees.
4. Operating and financial situation
4.1 Principle of preparation of annual financial statements
Consolidated and separate financial statements were prepared based on International Financial Reporting Standards
(IFRS), which were endorsed by the European Union.
The consolidated financial statements of the XTB S.A. Group prepared for the period from 1 January 2023 to
31 December 2023 with comparative data for the year ended 31 December 2022 cover the Parent Company’s financial
data and financial data of the subsidiaries comprising “The Group”.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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The separate financial statements of the XTB S.A. prepared for the period from 1 January 2023 to 31 December 2023
with comparative data for the year ended 31 December 2022 cover the Company’s financial data and financial data of
the foreign branch offices.
The consolidated and separate financial statements have been prepared on the historical cost basis, with the exception
of financial assets at fair value through P&L and financial liabilities held for trading which are measured at fair value.
The Group’s assets are presented in the statement of financial position according to their liquidity, and its liabilities
according to their maturities.
The Group companies maintain their accounting records in accordance with the accounting principles generally
accepted in the countries in which these companies are established. The consolidated financial statements include
adjustments not recognized in the Group companies’ accounting records, made in order to reconcile their financial
statements with the IFRS.
Drafting these consolidated financial statements, the Parent Company decided that none of the Standards would be
applied retrospectively.
The IFRS comprise standards and interpretations approved by the International Accounting Standards Board (“IASB”)
and the International Financial Reporting Interpretations Committee (“IFRIC”).
4.2 Basic economic and financial information
4.2.1 Basic consolidated economic and financial information
As mentioned in section
2.3.4 Business Model of this Report
, the Group's operating and financial results are primarily
influenced by:
the number of active accounts, transaction volumes and deposit amounts;
volatility on financial and commodity markets;
general market, geopolitical and economic conditions;
competition on the FX/CFD market;
regulatory environment.
The key factors affecting the Group’s financial and operating results in the 12 months period ended 31 December 2023
are discussed below. The Management Board believes that these factors had and may continue to have an effect on
the business activities, operating and financial results, financial condition and development perspectives of the Group.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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Description of the Group results in 2023
The table below shows selected items of the consolidated statement of comprehensive income for the periods
indicated.
(IN PLN’000)
12 MONTHS PERIOD ENDED CHANGE %
31.12.2023 31.12.2022
Result of operations on financial instruments
1 574 491
1 437 160
9,6
Income from fees and charges
11 730
7 020
67,1
Other income
2 085
69
2 921,7
Total operating income
1 588 306
1 444 249
10,0
Marketing (263 924) (222 369) 18,7
Salaries and employee benefits
(259 140)
(192 027)
34,9
Other external services
(64 141)
(49 967)
28,4
Commission expenses
(61 816)
(54 365)
13,7
Amortisation
(17 197)
(11 997)
43,3
Other expenses (10 773) (11 560) (6,8)
Taxes and fees
(9 712) (8 614) 12,7
Costs of maintenance and lease of buildings
(7 528)
(7 668)
(1,8)
Total operating expenses
(694 231)
(558 567)
24,3
Operating profit (EBIT)
894 075
885 682
0,9
Finance income
106 049
50 573
109,7
Finance costs (39 880) (997) 3 900,0
Profit before tax
960 244
935 258
2,7
Income tax
(169 071)
(169 162)
(0,1)
Net profit
791 173
766 096
3,3
XTB's dynamic operational growth, combined with favourable market conditions, resulted in record financial results for
2023 year. Consolidated net profit amounted to PLN 791,2 million compared to PLN 766,1 million a year earlier.
Consolidated revenues amounted to PLN 1 588,3 million (2022 r.: PLN 1 444,2 million) with operating expenses of
PLN 694,2 million (2022 r.: PLN 558,6 million).
Revenues
In 2023, XTB reported record increase in revenue from PLN 1 444,2 million to PLN 1 588,3 million, i.e. by 10,0% y/y.
Significant factors determining their level were high volatility in the financial and commodity markets and the constantly
growing number of active clients (increase by 51,0% y/y), connected with their high transaction activity expressed in the
number of CFD contracts concluded in lots (increase by 16,5% y/y). As a consequence, the transaction volume in
CFD instruments amounted to 7 416,5 thousand lots (2022: 6 365,6 thousand lots), and a profitability per lot amounted
to PLN 214 (2022: PLN 227).
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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TWELVE-MONTH PERIOD ENDED
31.12.2023 31.12.2022
31.12.202
1
31.12.2020 31.12.2019 31.12.2018
Total operating income
(in PLN’000)
1 588 306 1 444 249 625 595 797 750 239 304 288 301
Transaction volume in CFD
instruments in lots
1
7 416 479 6 365 643 4 104 566 3 175 166 1 597 218 2 095 412
Profitability per lot (in PLN)
2
214 227 152 251 150 138
Transaction volume in CFD
instruments in nominal value
(in USD’000000)
2 285 891 2 259 588 1 737 351 1 021 835 541 510 773 899
Profitability for 1 million USD
transaction volume in CFD
instruments in nominal value
(in USD)
3
166 143 93 200 115 103
1
) lot is a unit of trading in financial instruments; in the case of foreign currency transactions, a lot corresponds to 100,000 units of the underlying currency; in the
case of instruments other than CFDs based on currencies, the amount is specified in the instruments table and varies for various instruments. Presented value
does not include CFD turnover on shares and ETFs, where 1 lot equals 1 share.
2
) Total operating income divided by the transaction volume in CFDs in lots.
3
) Total operating income converted into USD by the arithmetic average of exchange rates published by the National Bank of Poland on the last day of each
month of the reporting period, divided by turnover of CFD in nominal value (in USD’000000).
In the fourth quarter of 2023, which was characterised by noticeably higher volatility in the financial and commodity
markets compared to the preceding quarters, especially in terms of the occurrence of long and clear trends, revenues
increased by 127,8% y/y, i.e. by PLN 277,0 million from PLN 216,7 million to PLN 493,7 million. This change was
influenced by:
higher profitability per lot an increase of PLN 150 (from PLN 126 to PLN 276);
significantly higher client turnover in financial instruments expressed in the number of concluded transactions
concluded in lots an increase of 69,1 thousand lots (from 1 720,4 thousand to 1 789,5 thousand lots).
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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THREE-MONTH PERIOD ENDED
31.12.2023 30.09.2023 30.06.2023 31.03.2023 31.12.2022 30.09.2022 30.06.2022 31.03.2022
Total operating income
(in PLN’000)
493 733 275 721 287 245 531 607 216 746 391 289 396 410 439 804
Transaction volume in
CFD instruments in lots
1
1 789 481 2 011 452 1 770 385 1 845 160 1 720 381 1 594 606 1 489 917 1 560 739
Profitability per lot
(in PLN)
2
276 137 162 288 126 245 266 282
Transaction volume
in CFD instruments
in nominal value
(in USD’000000)
548 927 593 232 547 088 596 645 548 781 539 879 539 673 631 255
Profitability for 1 million
USD transaction volume
in CFD instruments in
nominal value (in USD)
3
223 112 126 204 87 152 168 167
1
) lot is a unit of trading in financial instruments; in the case of foreign currency transactions, a lot corresponds to 100,000 units of the underlying currency; in the
case of instruments other than CFDs based on currencies, the amount is specified in the instruments table and varies for various instruments. Presented value
does not include CFD turnover on shares and ETFs, where 1 lot equals 1 share.
2
) Total operating income divided by the transaction volume in CFDs in lots.
3
) Total operating income converted into USD by the arithmetic average of exchange rates published by the National Bank of Poland on the last day of each
month of the reporting period, divided by turnover of CFD in nominal value (in USD’000000).
Result from operations on financial instruments
(in PLN’000)
TWELVE-MONTH PERIOD ENDED CHANGE %
31.12.2023 31.12.2022
Index CFDs
781 285
687 424
13,7
Commodity CFDs
650 847
501 314
29,8
Currency CFDs
165 161
251 429
(34,3)
Stock CFDs and ETFs
24 261
36 816
(34,1)
Bond CFDs
1 079
796
35,6
Total CFDs
1 622 633
1 477 779
9,8
Shares and ETFs
11 050
3 494
216,3
Gross gain on transactions in financial instruments 1 633 683 1 481 273 10,3
Bonuses and discounts paid to clients
(9 428)
(5 653)
66,8
Commission paid to cooperating brokers
(49 764)
(38 460)
29,4
Net gain on transactions in financial instruments 1 574 491 1 437 160 9,6
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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The Group breaks down its revenues by geographic area according to the country of the XTB office in which the client
was acquired. The exception is the Middle East region, which also presents revenues from clients from this market
acquired by the subsidiary XTB International Ltd. based in Belize.
(in PLN’000)
TWELVE-MONTH PERIOD ENDED CHANGE %
31.12.2023 31.12.2022
Central and Eastern Europe
956 115
842 167
13,5
- including Poland
732 129
598 006
22,4
Western Europe
366 737
356 196
3,0
Latin America
1
147 695
197 251
(25,1)
Middle East
2
117 759 48 635 142,1
Total operating income 1 588 306 1 444 249 10,0
1
) The subsidiary XTB International Ltd., with its seat in Belize, acquires clients from Latin America and the rest of the world (without Europe). The item excludes
revenues from clients acquired by this company from the Middle East region.
2
) Revenue from clients from the Middle East, acquired by XTB International Ltd. with its seat in Belize and XTB MENA Limited with its seat in the United Arab
Emirates.
XTB puts also strong emphasis on diversification of segment revenues. Therefore, the Group develops institutional
activities under X Open Hub brand, under which it provides liquidity and technology to other financial institutions,
including brokerage houses. Revenues from this segment are subject to significant fluctuations from period to period,
analogically to the retail segment, which is typical for the business model adopted by the Group.
(in PLN’000)
TWELVE-MONTH PERIOD ENDED CHANGE %
31.12.2023 31.12.2022
Retail segment 1 479 937 1 424 769 3,9
Institutional segment (X Open Hub)
108 369
19 480
456,3
Total operating income 1 588 306 1 444 249 10,0
Operating expenses
Operating costs in 2023 amounted to PLN 694 231 thousand and were PLN 135 664 thousand higher than in the
previous year (2022: PLN 558 567 thousand). The most significant changes were in:
costs of remuneration and employee benefits, an increase by PLN 67 113 thousand, mainly due to an increase
in the number of employees and higher provisions for variable remuneration components (bonuses);
marketing costs, an increase of PLN 41 555 thousand resulting mainly due to higher expenses for online
marketing campaigns;
other external services, an increase by PLN 14 174 thousand, mainly as a result of higher expenses for:
(i) IT systems and licenses (up by PLN 7 809 thousand y/y); (ii) legal and consulting services (up by PLN 3 404
thousand y/y) and (iii) IT support services (up by PLN 2 015 thousand y/y).
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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commission costs, which increased by PLN 7 451 thousand as a result of higher amounts paid to payment
service providers through which clients deposit their funds on transaction accounts.
(in PLN’000)
TWELVE-MONTH PERIOD ENDED
CHANGE %
31.12.2023 31.12.2022
Marketing
263 924
222 369
18,7
Salaries and employee benefits
259 140
192 027
34,9
Other external services
64 141
49 967
28,4
Commission expenses
61 816
54 365
13,7
Amortization and depreciation 17 197 11 997 43,3
Other costs
10 773 11 560 (6,8)
Taxes and fees
9 712
8 614
12,7
Costs of maintenance and lease of buildings
7 528
7 668
(1,8)
Total operating expenses 694 231 558 567 24,3
On a quarter-on-quarter basis, operating expenses increased by PLN 22 703 thousand mainly due to PLN 10 496 higher
online marketing expenses, PLN 6 826 thousand higher salary and employee benefits expenses, mainly as a result of
an increase in the number of employees, and PLN 3 679 thousand higher commission expenses, as a result of higher
amounts paid to payment service providers through which clients deposit their funds on transaction accounts.
THREE-MONTH PERIOD ENDED
31.12.2023 30.09.2023 30.06.2023 31.03.2023 31.12.2022 30.09.2022 30.06.2022 31.03.2022
Total operating
expenses including:
(in PLN’000)
187 669 164 966 157 377 184 219 158 235 132 546 136 750 131 036
- Marketing
69 081 58 585
54 823
81 435
68 478
48 579 54 662
50 650
New clients
1
77 267 67 505 62 994 104 206 51 038 44 796 45 697 55 333
Clients in total
2
897 573 826 042 762 624 703 928 614 934 567 387 525 287 481 931
Number of active
clients
3
408 528 355 461 307 511 260 095 270 560 237 527 205 778 170 859
Average number
of active clients
4
310 220 281 101 259 318 260 095 203 410 190 210 179 731 170 859
Average cost of
acquiring a client
5
0,9 0,9 0,9 0,8 1,3 1,1 1,2 0,9
1
) Number of new Group’s clients in each period.
2
) Number of clients at the end of individual quarters.
3
) Number of active clients in the period of 12, 9, 6 and 3 months of 2023 and 12, 9, 6 and 3 months 2022 respectively. An active client is a client who has made
at least one transaction and/or had an open position during the period.
4
) The quarterly average number of clients who executed at least one transaction or held an open position during the three-month period.
5
) Average client acquisition cost is defined as marketing expenses in a period divided by the number of new clients over the same period.
As a result of XTB's growth, the Board estimates that total operating expenses in 2024 could be up to a quarter higher
than what we saw in 2023. The Board's priority is to continue to grow its client base and build a global brand. As a result
of ongoing activities, marketing expenses could increase by around a third compared to last year.
The final level of operating expenses will depend, in particular, on the rate of employment growth and the level of
variable remuneration paid to employees, the level of marketing expenditure, the rate of geographical expansion into
new markets and the impact of possible new regulations and other external factors on the level of revenues generated
by the Group.
The level of marketing expenditure will depend on an assessment of its impact on the Group's performance and
profitability, the pace of overseas expansion and the degree of customer responsiveness to the activities undertaken.
Employment growth in the Group will be contributed by its dynamic growth, both in existing and new markets. In turn,
variable remuneration components will be influenced by the Group's performance.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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4.2.2 Public support
In 2023, XTB was a beneficiary of funds granted by the National Training Fund (KFS) for the training of employees within
the scope of de minimis aid. The amount of funding for training from the KFS amounted to PLN 14 872, which
represented 80% of the cost of training, 20% of the cost of training was borne by XTB as its own contribution.
The Company has not received financial support from public funds in 2022.
4.2.3 Rate of return on assets
The rate of return on assets, calculated as the quotient of net profit and total assets, as of 31 December 2023 amounted
to 16,9%, and as of 31 December 2022 amounted to 18,6%.
4.2.4 Activities of the brokerage house outside the territory of the Republic of
Poland
XTB, as a brokerage house, has the following branches and subsidiaries, which are financial institutions within the
meaning of Article 4 paragraphs 1 point 26 of Regulation 575/2013 on prudential requirements for credit institutions
and investment firms and amending Regulation (EU) No 64/2012:
branches:
XTB S.A. organizačni složka in Czech Republic. The branch provides support services for the sale of financial
instruments;
XTB S.A. Sucursal en Espana in Spain. The branch provides support services for the sale of financial
instruments;
XTB S.A. organizačná zložka in the Slovak Republic. The branch provides support services for the sale of
financial instruments;
XTB S.A. Varsovia Sucursala Bucuresti in Romania. The branch provides support services for the sale of
financial instruments;
XTB S.A. German Branch in the Federal Republic of Germany. The branch provides support services for the
sale of financial instruments;
XTB S.A. Succursale Française in the Republic of France. The branch provides support services for the sale
of financial instruments;
XTB S.A. Sucursal em Portugal in Portugal. The branch provides support services for the sale of financial
instruments;
subsidiaries:
XTB Limited in Cyprus. The company provides brokerage services based on the obtained permission;
XTB Limited in Great Britain. The company provides brokerage services based on the obtained permission;
XTB International Limited in Belize. The company provides brokerage services based on the obtained
permission;
XTB MENA Limited in the United Arab Emirates. The company provides brokerage services based on the
obtained permission;
XTB Africa (PTY) Ltd. in South Africa. The Company received a brokerage license. As of the date of this report,
the Company had no operations, and;
XTB S.C. Limited in the Seychelles. The Company received a brokerage license. As of the date of this report,
the Company had no operations.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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The table below presents additional data on the above branches and subsidiaries in 2023 and 2022:
NAME
AREAS OF
ACTIVITIES
REVENUE FOR
2023
(in thousands
PLN)
NUMBER OF
EMPLOYEES AT THE
END OF 2023
PROFIT BEFORE TAX
FOR 2023
(in thousands PLN)
INCOME TAX
FOR 2023
(in thousands
PLN)
Branches
UE
124 452
136
5 692
(1 489)
Subsidiaries UE 3 636 12 132 (45)
Subsidiaries outside the UE 189 864 92 10 796 62
NAME
AREAS OF
ACTIVITIES
REVENUE FOR
2022
(in thousands
PLN)
NUMBER OF
EMPLOYEES AT THE
END OF 2022
PROFIT BEFORE TAX
FOR 2022
(in thousands PLN)
INCOME TAX
FOR 2022
(in thousands
PLN)
Branches UE 114 248 127 5 215 (1 730)
Subsidiaries UE 3 734 10 141 (18)
Subsidiaries outside the UE 157 525 81 8 947 (524)
4.2.5 Selected financial and operating ratios of the Group
The financial ratios presented in the following table are not a measure of the financial results in accordance with the
IFRS nor should they be treated as a measure of the financial results or cash flows from operating activities
or considered an alternative to a profit. These indicators are not uniformly defined and may not be comparable to ratios
presented by other companies, including companies operating in the same sector as the Group.
12 MONTHS PERIOD ENDED
31.12.2023 31.12.2022
EBITDA (in PLN’000)
1
911 272
897 679
EBITDA margin (%)
2
57,4
62,2
Net profit margin (%)
3
49,8
53,0
Return on equity ROE (%)
4
48,8
63,3
Return on assets ROA (%)
5
18,0
21,1
Aggregate capital adequacy ratio (IFR) (%) 188,7 218,1
1
) EBITDA calculated as operating profit, including amortisation and depreciation.
2
) Calculated as the quotient of operating profit, including amortisation and depreciation, and operating income.
3
) Calculated as the quotient of net profit and operating income.
4
) Calculated as the quotient of net profit and average balance of equity (calculated as the arithmetic mean of the total equity as at the end of the prior period
and as at the end of the current reporting period).
5
) Calculated as the quotient of net profit and average balance of total assets (calculated as the arithmetic mean of the total assets as at the end of the prior
period and as at the end of the current reporting period).
The table below presents:
the number of new clients in individual periods;
the aggregate number of clients;
The number of clients who have made at least one transaction and/or had at least one open position during
the individual periods
the average quarterly number of clients who have made at least one transaction and/or had at least one open
position during the individual periods;
the amount of net deposits in the individual periods;
average operating income per one active client;
the transaction volume in lots;
profitability per lot;
transaction volume of CFD derivatives at nominal value (in USD million);
Profitability for 1 million USD transaction volume in CFD instruments in nominal value (in USD) and;
the volume of share transactions at nominal value (in USD million).
The information presented in the table below is related to the aggregate operations in the retail and institutional
operations segments.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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TWELVE-MONTH PERIOD ENDED
31.12.2023 31.12.2022
New clients
1
311 971
196 864
Clients in total
897 573
614 934
Number of active clients
2
408 528
270 560
Average number of active clients
3
277 684
186 053
Net deposits (in PLN000)
4
3 793 729
3 423 224
Average operating income per active client (in PLN’000)
5
5,7 7,8
Transaction volume in CFD instruments in lots
6
7 416 479
6 365 643
Profitability per lot (in PLN)
7
214
227
Transaction volume in CFD instruments in nominal value (in USD’000000)
2 285 891
2 259 588
Profitability for 1 million USD transaction volume in CFD instruments in
nominal value (in USD)
8
166 143
Turnover of shares in nominal value (in USD’000000)
4 513
3 336
1
) The number of new Group’s clients in the individual periods.
2
) The number of clients who have made at least one transaction and/or had at least one open position during the individual periods.
3
) The average quarterly number of clients who have made at least one transaction and/or had at least one open position during the individual periods.
4
) Net deposits comprise deposits placed by clients less amounts withdrawn by the clients in a given period.
5
) The Group’s operating income in a given period divided by the average quarterly number of clients who at least one transaction has been concluded over the
last three months.
6
) A lot is a unit of trading in financial instruments; in the case of foreign currency transactions, a lot corresponds to 100,000 units of the underlying currency;
in the case of instruments other than CFDs based on currencies, the amount is specified in the instruments table and varies for various instruments. Presented
value does not include CFD turnover on shares and ETFs, where 1 lot equals 1 share.
7
) Total operating income divided by the transaction volume in CFDs in lots.
8
) Total operating income converted into USD by the arithmetic average of exchange rates published by the National Bank of Poland on the last day of each month
of the reporting period, divided by turnover of CFD in nominal value (in USD’000000).
The table below shows data on the Group’s transaction volumes (in lots) by geographical area for the periods indicated.
12 MONTHS PERIOD ENDED
31.12.2023 31.12.2022
Retail operations segment
5 590 845
5 561 112
Central and Eastern Europe
2 443 971
2 762 057
Western Europe
1 195 180
1 204 963
Latin America
1
1 202 449
1 258 226
Middle East
2
749 245
335 866
Institutional operations segment
1 825 634
804 530
Total
7 416 479
6 365 643
1)
The subsidiary XTB International Ltd., with its seat in Belize, acquires clients from Latin America and the rest of the world (without Europe). The item excludes
lots from clients acquired by this company from the Middle East region.
2)
Lots from clients from the Middle East, acquired by XTB International Ltd. with its seat in Belize and XTB MENA Limited with its seat in the United Arab Emirates.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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Group turnover in lots by segments
The table below shows data on the Group’s revenue by geographical area for the periods indicated. The Group shares
its revenues by geographic area according to the country of the XTB office in which the client was acquired. The
exception is the Middle East region, which also presents clients from this market who were acquired by the subsidiary
XTB International Ltd. in Belize.
(IN PLN’000)
TWELVE MONTHS PERIOD ENDED
31.12.2023 31.12.2022
Result from operations on financial instrument:
1 574 491
1 437 160
Central and Eastern Europe 944 581 836 683
Western Europe
365 618
355 237
Latin America
1
146 534
196 605
Middle East
2
117 758
48 635
Income from fees and charges:
11 730
7 020
Central and Eastern Europe 9 449 5 415
Western Europe
1 118
959
Latin America
1
1 162
646
Middle East
2
1
0
Other income:
2 085
69
Central and Eastern Europe 2 085 69
Total operating income
1 588 306
1 444 249
Central and Eastern Europe
956 115
842 167
- including Poland
3
732 129
598 006
Western Europe
366 737
356 196
Latin Amercia
1
147 695 197 251
Middle East
2
117 759
48 635
1
) The subsidiary XTB International Ltd., with its seat in Belize, acquires clients from Latin America and the rest of the world (without Europe). The item excludes
revenues from clients acquired by this company from the Middle East region.
2
) Revenue from clients from the Middle East, acquired by XTB International Ltd. with its seat in Belize and XTB MENA Limited with its seat in the United Arab
Emirates.
3
) The country from which the Group derives more than 20% of its revenue each time is Poland with a share of 46,1% (2022: 41,4%). Due to the overall share in
the Group's revenues, Poland was presented as the largest market in the Group in terms of revenue.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
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Group revenues by geographical area
Retail operations segment
The table below presents key operational data in the retail operations segment of the Group for the respective periods
indicated.
TWELVE MONTHS PERIOD ENDED
31.12.2023 31.12.2022
New clients
1
311 966
196 859
Clients in total
897 540
614 902
Number of active clients
2
408 501
270 531
Average number of active clients
3
277 664
186 031
Number of transactiosn
4
142 056 400 135 661 515
Transaction volume in CFD instruments in lots
5
5 590 845
5 561 113
Net deposits (in PLN000)
6
3 670 943
3 377 709
Average operating income per active client (in PLN’000)
7
5,3
9,3
Average client acquisition cost (in PLN’000)
8
0,8
1,1
Profitability per lot (in PLN)
9
265 256
Transaction volume in CFD instruments in nominal value (in USD million)
2 120 851
2 120 851
Profitability for 1 million USD transaction volume in CFD instruments in
nominal value (in USD)
10
167 153
Turnover of shares in nominal value (in USD million)
4 513
3 336
1
) The number of new clients in the individual periods.
2
) The number of clients who have made at least one transaction and/or had at least one open position during the individual periods.
3
) The average quarterly number of clients who have made at least one transaction and/or had at least one open position during the individual periods.
4
) Total number of open and closed transactions in a given period.
5
) A lot is a unit of trading in financial instruments; in the case of foreign currency transactions, a lot corresponds to 100,000 units of the underlying currency; in
the case of instruments other than CFDs based on currencies, the amount is specified in the instruments table and varies for various instruments. Presented
value does not include CFD turnover on shares and ETFs, where 1 lot equals 1 share.
6
) Net deposits comprise deposits placed by clients less amounts withdrawn by the clients in a given period.
7
) The Group’s operating income in a given period divided by the average quarterly number of clients via which at least one transaction has been concluded over
the last three months.
8
) Average cost of obtaining a client comprise total marketing costs of the Group divided by the number of new clients in given period.
9
) Total operating income in retail segment divided by the transaction volume in CFDs in lots.
10
) Total operating income converted into USD by the arithmetic average of exchange rates published by the National Bank of Poland on the last day of each month
of the reporting period, divided by turnover of CFD in nominal value (in USD’000000).
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
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The following table presents data by geography on the average quarterly number of the Group's retail clients who
conducted at least one transaction or held an open position in a three-month period. The locations of active clients
have been determined based on the location of the Group’s office (that maintains the client). The exception is the Middle
East region, which also presents revenues from clients from this market acquired by the subsidiary XTB International
Ltd. based in Belize.
TWELVE MONTHS PERIOD ENDED
31.12.2023 31.12.2022
Central and Eastern Europe
177 403
64%
115 906
62%
Western Europe
62 923
23%
39 871
21%
Latin Amercia
1
28 361
10%
27 047
15%
Middle East
2
8 978
3%
3 207
2%
Total
277 664
100%
186 031
100%
1
)
The subsidiary XTB International Ltd., with its seat in Belize, acquires clients from Latin America and the rest of the world (without Europe). The item excludes
clients acquired by this company from the Middle East region.
2
)
Clients from the Middle East, acquired by XTB International Ltd. with its seat in Belize and XTB MENA Limited with its seat in the United Arab Emirates.
Institutional operations segment
The Group also provides services to institutional clients under the X Open Hub (XOH) brand, under which it provides
liquidity and technology to other financial institutions as part of the institutional business segment.
The table below presents information regarding the number of clients in the Group’s institutional operations segment
in the periods indicated.
TWELVE MONTHS PERIOD ENDED
31.12.2023 31.12.2022
Average number of active clients
20
22
Clients in total
33
32
The table below presents the Group’s turnover (in lots) in the institutional operations segment in the periods indicated.
TWELVE MONTHS PERIOD ENDED
31.12.2023 31.12.2022
Transaction volume in CFD instruments in lots 1 825 634 804 530
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
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4.2.6 Basic separate economic financial information
Discussion of the Company’s results in 2023
The table below shows selected items of the separate statement of comprehensive income for the periods indicated.
(IN PLN’000)
TWELVE MONTHS ENDED CHANGE %
31.12.2023 31.12.2022
Result of operations on financial instruments
1 450 072
1 328 564
9,1
Income from fees and charges
10 158
5 764
76,2
Other income
2 085
69
2 921,7
Total operating income
1 462 315
1 334 397
9,6
Marketing (204 851) (171 317) 19,6
Salaries and employee benefits
(204 843) (148 627) 37,8
Other external services
(89 219)
(79 130)
12,7
Commission expenses
(37 708)
(31 102)
21,2
Amortisation
(14 497)
(9 872)
46,8
Taxes and fees
(8 996)
(6 988)
28,7
Other costs (6 424) (7 932) (19,0)
Costs of maintenance and lease of buildings
(5 807)
(4 189)
38,6
Total operating expenses
(572 345)
(459 157)
24,7
Profit on operating activities
889 970
875 240
1,7
Impairment of investments in subsidiaries
(125)
(737)
(83,0)
Finance income
104 585
56 208
86,1
Finance costs
(38 614)
(834)
4 530,0
Profit before tax
955 816
929 877
2,8
Income tax (168 680) (168 313) 0,2
Net profit
787 136
761 564
3,4
Operating income
The Company’s income is primarily derived from its retail activities and consists of:
spreads (the difference between the offer price and the bid price);
fees and commissions charged by the Company to its clients;
swap points charged by the Group (as a cost of maintaining the position over time) and;
net result (profits offset by losses) from the Group’s market-making activities
.
The table below presents the percentage share of each revenue category in the gross result of operations of financial
instruments (except dividends from subsidiaries).
TWELVE MONTHS PERIOD ENDED
31.12.2022 31.12.2022
Spread 46% 54%
Swaps, commissions and fees 41% 26%
Market Making
13% 20%
Gross result of operations on financial instruments (expect
dividends from subsidiaries)
100% 100%
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 108
The table below shows information on the Company’s operating income for the periods indicated.
TWELVE MONTHS PERIOD ENDED
31.12.2023 31.12.2022
(in PLN’000)
(%)
(in PLN’000)
(%)
Result of operations on financial
instruments
1 450 072 99,2 1 328 564 99,6
Income from fees and charges
10 158
0,7
5 764
0,4
Other income
2 085
0,1
69
0,0
Total operating income 1 462 315 100,0 1 334 397 100,0
The largest source of the Company's operating income is the result from operations on financial instruments, which
accounted for 99,2% and 99,6% of total operating revenues, in 2023 and 2022, respectively. The largest share in the
result on transactions in gross financial instruments have three product classes: index CFDs, commodity CFDs and
currency CFDs, that generated in 2023, respectively 47,6%, 39,6% and 10,1% (in 2022, respectively: 46,1%, 33,7% and
16,9%). Other products, such as CFD based on shares and ETFs, CFD based on bonds and shares and ETFs in the
analysed periods accounted for a total of 2,2% and 2,8% of the result on operations in gross financial instruments in
2023 and in 2022 respectively.
The result of operations on financial instruments
(IN PLN’000)
12 MONTHS PERIOD ENDED CHANGE %
31.12.2023 31.12.2022
Index CFDs
781 285
687 424
13,7
Commodity CFDs 650 847 501 314 29,8
Currency CFDs
165 161
251 429
(34,3)
Stock and ETF CFDs
24 261
36 816
(34,1)
Bond CFDs
1 079
796
35,6
Total CFDs
1 622 633
1 477 779
9,8
Stocks and ETFs 11 050 3 494 216,3
Dividends from subsidiaries
7 835
8 401
(6,7)
Gross gain on transactions in financial instruments
1 641 518
1 489 674
10,2
Bonuses and discounts paid to customers (81) - -
Financial intermediation services
(191 365)
(160 203)
19,5
Commissions paid to cooperating brokers - (907) -
Net result from operations on financial instruments 1 450 072 1 328 564 9,1
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 109
The share of instruments in the result on operations financial instruments
Total operating expenses
Operating costs in 2023 amounted to PLN 572 345 thousand and were PLN 113 188 thousand higher than in the
previous year (2022: PLN 459 157 thousand). The most significant changes were in:
costs of remuneration and employee benefits, an increase by PLN 56 216 thousand, mainly due to an increase
in the number of employees and higher provisions for variable remuneration components (bonuses);
marketing costs, an increase of PLN 33 534 thousand resulting mainly due to higher expenses for online
marketing campaigns;
other external services, an increase by PLN 10 089 thousand, mainly as a result of higher expenses for:
(i) IT systems and licenses (up by PLN 7 807 thousand y/y); (ii) legal and consulting services (up by PLN 1 583
thousand y/y) and (iii) market data delivery services (up by PLN 1 070 thousand y/y);
commission costs, which increased by PLN 6 606 thousand as a result of higher amounts paid to payment
service providers through which clients deposit their funds on transaction accounts;
depreciation and amortization expenses, an increase of PLN 4 625 thousand mainly related to the relocation
of three of the Company's branches.
4.2.7 Selected financial and operation ratios of the Company
The financial ratios presented in the following table are not a measure of the financial results in accordance with the
IFRS nor should they be treated as a measure of the financial results or cash flows from operating activities or
considered an alternative to a profit. These ratios are not defined in a harmonized manner and may not be comparable
with the ratios presented by other companies, including companies operating in the same sector as the Company.
TWELVE MONTHS PERIOD ENDED
31.12.2023 31.12.2022
EBITDA (in PLN’000)
1
904 467
885 112
EBITDA margin (%))
2
61,9 66,3
Net profit margin (%)
3
53,8
57,1
Return on equity ROE (%)
4
48,8
63,2
Return on assets ROA (%)
5
18,7
22,1
Aggregate capital adequacy (IFR) (%) 195,5 228,0
1
) EBITDA calculated as operating profit, including amortisation and depreciation.
2
) Calculated as the quotient of operating profit, including amortisation and depreciation, and operating income.
3
) Calculated as the quotient of net profit and operating income.
4
) Calculated as the quotient of net profit and average balance of equity (calculated as the arithmetic mean of the total equity as at the end of the prior period
and as at the end of the current reporting period).
5
) Calculated as the quotient of net profit and average balance of total assets (calculated as the arithmetic mean of the total assets as at the end of the prior
period and as at the end of the current reporting period).
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 110
Due to the fact that operating KPIs data concerning number of clients, number of active clients, deposits, volume
turnover in lots and average operating income per active client are analysed by the Company’s Management Board on
the Group level, and not in the separate view, this data was presented only in the consolidated view. In the Company’s
opinion this gives a complete view of the Group’s situation. Therefore, in the Company‘s opinion analysis of the above
mentioned KPIs on the consolidated level is reliable.
The table below shows data on the Company’s revenue by geographical area for the periods indicated.
(IN PLN’000)
TWELVE MONTHS PERIOD ENDED
31.12.2023 31.12.2022
Result of the operations on financial instrument:
1 450 072
1 328 564
Central and Eastern Europe
952 414
845 083
Western Europe
338 156
330 897
Latin America
1
67 602
121 655
Middle East
2
91 900 30 929
Income from fees and charges: 10 158 5 764
Central and Eastern Europe
9 432
5 083
Western Europe
726
681
Other income:
2 085
69
Central and Eastern Europe
2 085
69
Total operating income 1 462 315 1 334 397
Central and Eastern Europe
963 932
850 235
- including Poland
3
745 397
608 931
Western Europe
338 881
331 578
Latin America
1
67 602 121 655
Middle East
2
91 900
30 929
1
) The subsidiary XTB International Ltd., with its seat in Belize, acquires clients from Latin America and the rest of the world (without Europe). The item excludes
revenues from clients acquired by this company from the Middle East region.
2
) Revenue from clients from the Middle East, acquired by XTB International Ltd. with its seat in Belize and XTB MENA Limited with its seat in the United Arab
Emirates.
3
) The country from which the Group derives more than 20% of its revenue each time is Poland with a share of 45,6% (2022 r.: 38,2%). Due to the overall share in
the Group's revenues, Poland was presented as the largest market in the Group in terms of revenue.
4.3 Current and projected financial situation
Current and projected financial situation of XTB S.A. and the Capital Group shows no significant risks. The Company is
the parent company of the Capital Group. The Company’s financial situation should be evaluated by the results of the
entire Capital Group. The company maintains and intends to maintain the financial liquidity at an adequate level to the
scale of its operations.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
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4.4 Structure of assets and liabilities
4.4.1 Structure of assets and liabilities in the consolidated statement of financial
position
IN PLN’000))
31.12.2023
% balance
sheet total
31.12.2022
% balance
sheet total
ASSETS
Own cash
1 409 897
30,1
1 222 499
29,7
Clients’ cash
2 266 859
48,4
1 938 503
47,1
Financial assets at fair value through P&L
903 255
19,3
842 509
20,5
Income tax receivables 129 0,0 - -
Financial assets at amortized cost
31 407
0,7
41 675
1,0
Prepayments and deferred costs
15 486
0,3
14 524
0,4
Intangible assets 1 167 0,0 1 441 0,0
Property, plant and equipment
50 386
1,1
45 303
1,1
Deferred income tax assets 10 072 0,2 7 869 0,2
Total assets
4 688 658
100,0
4 114 323
100,0
EQUITY AND LIABILITIES
Liabilities
Amounts due to clients
2 638 122
56,3
2 327 728
56,6
Financial liabilities held for trading
110 358
2,4
105 552
2,6
Income tax liabilities
22 991
0,5
1 827
0,0
Liabilities due to lease
29 603
0,6
30 450
0,7
Other liabilities 86 080 1,8 79 705 1,9
Provisions for liabilities
3 892
0,1
4 256
0,1
Deferred income tax provision
62 949
1,3
58 736
1,4
Total liabilities
2 953 995
63,0
2 608 254
63,4
Equity
Share capital
5 878
0,1
5 869
0,1
Supplementary capital 71 608 1,5 71 608 1,7
Other reserves
863 166
18,4
657 555
16,0
Foreign exchange differences on transaction
(6 595)
(0,1)
40
0,0
Retained earnings
800 606
17,1
770 997
18,7
Equity attributable to the owners of the
Parent Company
1 734 663 37,0 1 506 069 36,6
Total equity
1 734 663
37,0
1 506 069
36,6
Total equity and liabilities
4 688 658
100,0
4 114 323
100,0
As at 31 December 2023 the balance sheet total amounted to PLN 4 688 658 thousand. In comparison to 31 December
2022 there was an increase by PLN 574 335 thousand i.e. 14,0%.
The most important asset item, both at the end of 2023 and 2022, are cash plus treasury bonds (presented in financial
assets at fair value through P&L), which accounted for respectively in 2023 and 2022, 86,9% and 85,6% of assets. Cash
comprises the Group's own cash and clients’ cash. Clients' cash is deposited in bank accounts separately from the
Group's cash. XTB place part of its cash in financial instruments with a 0% risk weight, i.e. in treasury bonds and bonds
guaranteed by the State Treasury. As at 31 December 2023 the total amount of treasury bonds in the Group amounted
to PLN 395 808 thousand (as at 31 December 2022: PLN 362 074 thousand). At the end of 2023, own cash plus treasury
bonds increased by 14,0% y/y, while clients' cash increased by 16,9% y/y.
The most significant increase in terms of value, i.e. by PLN 328 356 thousand in assets occurred in clients' cash.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
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With regards to the structure of liabilities, the most significant item as at 31 December 2023 were amounts due to clients
(56,3% of liabilities in 2023 and 56,6% in 2022, respectively). Amounts due to clients result from transactions made by
clients (including cash deposited on clients’ accounts).
4.4.2 Structure of assets and liabilities in the separate statement of financial
position
(in PLN’000)
31.12.2023
% balance
sheet total
31.12.2022
% balance
sheet total
ASSETS
Own cash
1 271 437
28,3
1 124 822
28,7
Clients’ cash
2 142 905
47,6
1 803 101
46,1
Financial assets at fair value through P&L
852 787
19,0
796 117
20,3
Investments in subsidiaries
49 429
1,1
43 487
1,1
Income tax receivables
129
0,0
-
-
Financial assets at amortised cost
110 347
2,5
83 218
2,1
Prepayments and deferred costs 14 454 0,3 12 541 0,3
Intangible assets
1 086
0,0
1 333
0,0
Property, plant and equipment
47 563
1,1
42 455
1,1
Deferred income tax assets 8 030 0,2 6 203 0,2
Total assets
4 498 167
100,0
3 913 277
100,0
EQUITY AND LIABILITIES
Liabilities
Amounts due to clients
2 500 414
55,6
2 176 863
55,6
Financial liabilities held for trading
68 017
1,5
68 196
1,7
Income tax liabilities
22 641
0,5
1 304
0,0
Liabilities due to lease 27 201 0,6 28 108 0,7
Other liabilities
86 331 1,9 78 603 2,0
Provisions for liabilities
3 732
0,1
4 002
0,1
Deferred income tax provision
61 901
1,4
57 838
1,5
Total liabilities
2 770 237
61,6
2 414 914
61,7
Equity
Share capital
5 878
0,1
5 869
0,1
Supplementary capital 71 608 1,6 71 608 1,8
Other reserves
863 028
19,2
657 417
16,8
Foreign exchange differences on translation
280
0,0
1 905
0,0
Retained earnings
787 136
17,5
761 564
19,5
Total equity
1 727 930
38,4
1 498 363
38,3
Total equity and liabilities
4 498 167
100,0
3 913 277
100,0
As at 31 December 2023 balance sheet total amounted to PLN 4 498 167 thousand. Compared to 31 December 2022
there was an increase by PLN 584 890 thousand i.e. 14,9%.
The most important asset item, both at the end of 2023 and 2022, are cash plus treasury bonds (presented in financial
assets at fair value through P&L), which accounted for respectively in 2023 and 2022, 84,7% and 84,1% of assets. Cash
includes the Company's own cash and clients' cash. Clients' cash is deposited in bank accounts separately from the
Company's cash. XTB place part of its cash in financial instruments with a 0% risk weight, i.e. in treasury bonds and
bonds guaranteed by the State Treasury. As at December 31 2023 the total value of bonds in the Company was PLN
395 808 thousand (as at December 31 2022: PLN 362 074 thousand). At the end of 2023, own cash plus treasury bonds
increased by 12,1% y/y, with client cash increased by 18,8% y/y.
The most significant increase in terms of value, i.e. by PLN 339 804 thousand in assets occurred in clients' cash.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 113
As regards the structure of liabilities, the most significant item as at 31 December 2023 were amounts due to clients
(55,6% of liabilities in 2023 and 55,6% in 2022). Amounts due to clients result from transactions made by clients
(including cash deposited on clients’ accounts).
4.5 Factors which in the Management’s Board belief may impact the Group’s
operations and perspectives
The Management Board believes that the following trends have impact and will maintain and continue to impact the
Group’s operations in 2024 and in some cases also longer:
The business model used by XTB Group (described in detail in section
2.3 Strategy and business model
of this
Report).
Continue to grow XTB's client base and reach the mass client with product offerings. This is key to XTB's
continued dynamic growth and global brand building, which is directly related to the further expansion of XTB
Group's product portfolio with new products and technology solutions, including offering clients an All-in-One
investment application that provides easy, smart and efficient ways for clients to invest and save, while giving
them instant access to their money.
The Group provides services for institutional clients within the institutional activity segment (X Open Hub). The
products and services offered by the Group as part of the X Open Hub differ from those offered as part of the
retail segment, which entails different risks and challenges. As a result, the Group's revenues from this segment
are exposed to large fluctuations from period to period. The table below illustrates the percentage share of
the institutional business segment in total operating income.
The level of volatility in financial and commodity markets in 2024, regulatory changes as well as other factors
(if they occur) may affect the condition of XTB's institutional partners, transaction volume in lots, as well as XTB
revenues from these clients.
Due to the dynamic development of XTB, the Management Board estimates that in 2024 the total operating
costs may even be about a quarter higher than that observed in 2023. The priority of the Management Board
is to further increase the client base and build a global brand. As a consequence of the implemented activities,
marketing expenditure may increase by about one-fifth compared to the previous year.
The final level of operating costs will depend on the level of variable remuneration components paid to
employees, the level of marketing expenditures, the dynamics of geographical expansion into new markets
and the impact of potential product interventions and other external factors on the level of revenues
generated by the Group.
The level of marketing expenditures depends on their impact on the Group’s results and profitability, the rate
of foreign expansion and on clients responsiveness to the actions taken. To increase employment in the Group
will be driven by its dynamic development, both on existing and new markets. In turn, the amount of variable
remuneration components will be influenced by the Group's results.
XTB with its strong market position and dynamically growing client base builds its presence in the non-
European markets, consequently implementing a strategy on building a global brand. The XTB Management
Board puts the main emphasis on organic development, on the one hand increasing the penetration of
European markets, on the other hand successively building its presence in Latin America, Asia and Africa.
Following these activities, the composition of the capital group will be expanded by new subsidiaries. It is worth
mentioning that geographic expansion is a process carried out by XTB on a continuous basis, the effects of
which are spread over time. Therefore, one should not expect sudden, abrupt changes in the results on this
action. In 2024, the Management Board's efforts will focus on obtaining the necessary licenses and starting
operations in Brazil and Indonesia.
2023 2022 2021 2020 2019 2018
% share of operating income from
institutional operations in total
operating income
6,8% 1,3% 0,3% 13,2% 8,7% 6,5%
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 114
The development of XTB is also possible through mergers and acquisitions, especially with entities that would
allow the Group to achieve geographic synergy (complementary markets). Such transactions will be carried
out, only when they will bring measurable benefits for the Company and its shareholders.
Due to the uncertainty regarding future economic conditions, the expectations and forecasts of the Management Board
are subject to a particularly high level of uncertainty.
4.6 Risk factors
4.6.1 Risk management
XTB Group's operations are associated with the occurrence of various types of risks that are characteristic of the
operating model adopted, which is characterized by the occurrence of significant open positions resulting from market-
maker activities, a significant degree of complexity of the ICT infrastructure, a very large number of operations and
a large number of legal regulations in force in many different geographical areas in which the Group operates. These
risks may pose a threat to the Group itself, to clients and to the financial market as a whole.
In order to control risks, the Group has a risk management system, which consists of policies, procedures, mechanisms
and tools to support the processes for managing specific types of risks according to their materiality. The main
objectives of the risk management system are to:
identification and determination of the materiality of individual risks,
proper measurement or estimation of the level of risks (for risks that are difficult to measure),
control the level of risk by monitoring limits and taking appropriate action when limits or alert levels are
exceeded;,
support the achievement of established business objectives by control of the level of risks and ensuring
compliance with the risk appetite.
The risk management system is organized along three lines of defence:
the first line of defence is formed by the organizational units whose operational activities give rise to risks, in
particular the Trading Department (risks associated with open positions) and the IT Development Department
(operational risks associated with the development of systems and their operation),
the second line of defence consists of units that are independent of the business unit and are responsible for
measuring, monitoring and reporting risks, including the Risk Control Department,
the third line of defence is the Audit Department, which independently monitors and evaluates the
effectiveness of the activities of the first and second lines of defence.
At the strategic level, the Management Board is responsible for establishing and monitoring the risk management
policy.
The Risk Management Committee, composed of members of the Supervisory Board, was appointed in the Parent
Company. The Committee's tasks include: preparation of a draft document regarding risk appetite of the brokerage
house, issuing opinions on management strategy developed by the Management Board, supporting the Supervisory
Board in supervising the strategy of the brokerage house in risk management by the Management Board, verification
of remuneration policy and principles of its implementation in terms of adjusting the remuneration system to the risk
the brokerage house is exposed to, its capital, liquidity and probabilities and dates of obtaining income.
The Risk Control Department supports the Management Board in formulating, reviewing and updating ICAAP rules in
the event of the occurrence of new types of risk, significant changes in strategy and operating plans. The Department
also monitors the appropriateness and efficiency of the implemented risk management system, identifies, monitors
and controls the market risk of the Group’s own investments, defines the overall capital requirement and estimates
internal capital. The Risk Control Department reports directly to the Member of the Management Board responsible for
the operation of the Company’s internal control system.
The Parent Company’s Supervisory Board approves procedures for internal capital estimation, capital management and
planning.
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The management system, including XTB's risk management system, is evaluated annually by the Financial Supervisory
Commission as part of the Supervisory Examination and Evaluation (BION) process. The assessment obtained in 2023
shows that:
in terms of the business model - the business model and strategies adopted indicate a low level of risk to the
stability of the brokerage house,
in terms of governance - imperfections in governance mechanisms indicate a low level of threat to the stability
of the brokerage house,
in terms of adequacy of liquidity and funding resources - the liquidity position and funding profile indicate
a low level of threat to the stability of the brokerage house, taking into account the management and control
mechanisms of liquidity risk and funding risk,
in terms of capital adequacy - the level of own funds indicates a low level of threat to the stability of the
brokerage house, taking into account the level, management and control mechanisms of the various risks to
which the brokerage house is exposed.
The Group is required to maintain capital resources adequate to its risks (capital adequacy) and maintains at an
appropriate level:
own funds resulting from the IFR Regulations,
internal capital.
Adequate capital resources are intended to safeguard the Group's ability to operate in the event of the materialization
of particular risks.
An important element of the risk management system is risk appetite, which defines the level of risk measures that
should not be exceeded and determines risk appetite. Risk appetite, like other elements of the risk management
system, is subject to periodic review and possible adjustment to changing business conditions.
4.6.2 Risk factors and threats
The Group within its operations monitors and assesses risks and undertakes activities in order to minimize their impact
on the financial situation.
As at 31 December 2023 and as at the date of this report, the Group identifies the following risks associated with the
Group’s operations and with the regulatory environment.
Risks associated with the Group's operations:
Group’s revenue and profitability are influenced by trading volume and volatility in financial and commodity
markets that are impacted by factors that are beyond the Group’s control;
economic, political and market factors beyond the Group's control may adversely affect the Group's operations
and profitability, including, in particular, restrictions on the ability to offer certain financial instruments
in certain markets, such as product intervention in 2017-2018;
the Group's operations based on the market making model may cause the Group to incur significant financial
losses, but the mitigation measure is a system of limits and risk measurement;
the Group's risk management policies and procedures may not be effective, but they are subject to periodic
review and possible adjustment to changing conditions;
the Group is exposed to the risk of disruption or damage to the infrastructure necessary for the Group's
operations, but the technical solutions implemented by XTB reduce the level of this risk;
the Group's business depends to a large extent on its ability to maintain its reputation and the general
perception of the financial instruments markets, XTB monitors its reputation on an ongoing basis and takes
measures to maintain a positive perception of the Company and its products;
the Company may not pay dividends in the future or pay dividends at a lower rate than specified in the Group's
dividend policy;
while the Group may not execute its strategy, it is subject to review and possible revision;
the implementation of the Group's strategies in different regions of the world is subject to various region-
specific risks, including political instability;
the Group may find it difficult to attract new retail clients and retain its base of active retail clients, which may
be related to restrictions on the advertising and marketing of certain products, such as restrictions on CFDs
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in Spain in 2023; however, XTB is changing client perceptions, not only as an investment company related to
contracts for difference, so the impact of this regulation is limited;
the Group may be unable to effectively manage its growth;
the Group is exposed to counterparty credit risk, but the risk is mitigated by careful selection of partners and
monitoring of their situation;
the Group is exposed to client credit risk;
the Group is exposed to the risk of losing its liquidity;
the Group may lose access to market liquidity;
the decline in interest rates may have an adverse impact on the Group’s revenue;
the Group operates in highly competitive markets;
the Group may not be able to maintain technological competitiveness and respond to dynamically changing
client demands;
the Group may be unable to effectively protect or to ensure the continued use of its current intellectual
property rights;
the development of the Group’s product and services portfolio and expansion of the Group’s operations to
include new lines of business may involve increased risks;
the Group may not be able to hire or retain qualified staff;
risks related to the Group’s cost structure;
the Group’s insurance coverage relating to its operations may be insufficient or not available;
within its operations the Group is significantly dependent on third parties;
the Group may not be able to prevent potential conflicts between its interest connected with its activities and
the interests of the clients;
other factors beyond the Group’s control could have negative impact on its operating activities.
Risks associated with the regulatory environment:
the Group operates in a heavily regulated environment and may fail to comply with the rapidly changing laws
and regulations. Additional information regarding the Group’s regulatory environment were presented in
section 5.2.;
the Group is required to adapt its business to the new PFSA Guidelines and other supervisory authorities
(including ESMA), which may force the Group to incur significant financial expenditures and to implement
material organisational changes, and may adversely affect the Group’s competitive position;
the Company is required to maintain minimum levels of capital, which could restrict the Company’s and as
a consequence Group’s growth and subject it to regulatory sanctions;
the Company may be required to maintain higher capital ratios or buffers;
maximum leverage ratios may be further reduced by regulators;
the interpretation of the applicable laws may be unclear, and the laws may be subject to change;
the Group may be exposed to increased administrative burdens and compliance costs as a respect of entering
new markets;
the procedures utilised by the Group, including in respect of anti-money laundering, preventing the financing
of terrorism and ‘know your client’, may not be sufficient to prevent money laundering, the financing of
terrorism, market manipulation or to identify other prohibited trades; however, the technical and
organizational solutions introduced significantly reduce this risk;
the Group may be exposed to risks related to personal data and other sensitive data processed by the Group;
a breach of consumer protection regulations may result in adverse consequences for the Group;
advertising regulations and other regulations may impact the Group’s ability to advertise;
changes in tax law regulations specific for the Group’s business, their interpretation or changes to the
individual interpretations of tax law regulations could adversely affect the Group;
the related-party transactions carried out by the Company and the Group Companies could be subject to
inspection by the tax or fiscal authorities;
court, administrative or other proceedings may have an unfavourable impact on the Group’s operations, and
the Group is exposed, in particular, to the risk of proceedings relating to client complaints and litigation, and
regulatory investigation;
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as a brokerage house, XTB may be required to bear additional financial burdens under Polish law, including
contributions to the investment compensation scheme established by the NDS and contributions for the
purpose of financing the PFSA’s supervision of capital markets, as well as fees related to the costs of the
Financial Ombudsman and his office;
risk related to increased reporting obligations due to the applicability of FATCA and the automatic exchange
of information on tax matters;
the Group will be required to observe and to adjust its business to the MiFID II/MiFIR Package after it enters
into force, which may be expensive and time-consuming and may result in significant restrictions in terms of
the manner and scope in which the Group may offer its products and services;
the risk related to the application of EU law on the implementation of remedial actions and the resolution of
financial institutions.
4.6.3 Market risk
In the period covered by these report, the Group entered into OTC contracts for differences (CFDs). The Group also
acquire securities and may enter into forward contracts on its own account on regulated stock markets.
The following risks are specified, depending on the risk factor:
Currency risk connected with fluctuations of exchange rates,
Interest rate risk,
Commodity price risk,
Equity investment price risk.
The Group’s key market risk management objective is to mitigate the impact of such risk on the profitability of its
operations. The Group’s practice in this area is consistent with the following principles:
As part of the internal procedures, the Group applies limits to mitigate market risk connected with maintaining open
positions on financial instruments. These are, in particular: a maximum open position on a given financial instrument,
currency exposure limits, maximum value of a single instruction. The Trading Department monitors open positions
subject to limits on a current basis, and in case of excesses, enters into appropriate hedging transactions. The Risk
Control Department reviews the limit usage on a regular basis, and controls the hedges entered into.
4.6.4 Currency risk
The Group enters into transactions on the foreign exchange derivative contracts. In addition to transactions whose
underlying is the exchange rate, the Group has instruments which price or value is denominated in foreign currency.
Brokerage house also manages the market risk generated by the assets held in foreign currencies, the so-called
currency positions. Currency position consists of own resources of Brokerage house denominated in foreign currencies
in order to settle transactions on foreign markets and related to the conduct of foreign branches.
Accounting Department supervises the state of own funds on bank accounts. Risk Control Department is actively
involved in setting limits related to market risk, monitors the effectiveness of the control systems of market risk,
monitors adherence to internal limits.
Quantitative information on foreign currency risk is presented in note
36.2.1 Foreign currency risk
and note
37.2.1
Foreign currency risk
to the consolidated and individual financial statements, respectively.
4.6.5 Credit risk
Credit risk is mainly affected by the risks associated with maintaining cash both own and clients' on bank accounts, as
well as maintaining a portfolio of debt instruments. The credit risk related to cash is limited by the choice of banks with
high credit ratings awarded by international rating agencies and through diversification of banks in which accounts are
opened. With regard to the portfolio of debt instruments, credit risk is limited by the choice of instruments issued or
guaranteed by the State Treasury. Risk Control Department continuously monitors the probability of default and credit
ratings of banks, undertaking where appropriate the actions described in internal procedures. The concentration of
exposures is monitored daily in order to avoid excessive negative impact on the Company of single event in the field of
credit risk.
Credit risk involving financial assets held for trading is connected with the risk of customer or counterparty insolvency.
With regard to OTC transactions with customers, the Group’s policy is to mitigate the counterparty credit risk through
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the so-called “stop out” mechanism. Customer funds deposited in the brokerage house serve as a security.
If a customer’s current balance is equal or less than 50% of the security paid in and blocked by the transaction system,
the position that generates the highest losses is automatically closed at the current market price. The initial margin
amount is established depending on the type of financial instrument, customer account, account currency and the
balance of the cash account in the transaction system, as a percent of the transaction’s nominal value. A detailed
mechanism is set forth in the rules binding on the customers. In addition, in order to mitigate counterparty credit risk,
the Group includes special clauses in agreements with selected customers, in particular, requirements regarding
minimum balances in cash accounts.
Transactions made by clients on the regulated market practically does not generate relevant credit risk, since the vast
majority of clients’ orders is fully covered by the cash account, while the transaction is settled by the central contractor.
Quantitative information on credit risk is presented in note
36.4 Credit risk
and note
37.4 Credit risk
to the consolidated
and individual financial statements, respectively.
4.6.6 Interest rate risk
Interest rate risk is the risk of exposure of the Company’s current and future financial result and equity to the adverse
impact of interest rate fluctuations. Such risk may result from the contracts entered into by the Company, where
receivables or liabilities are dependent upon interest rates as well as from holding assets or liabilities dependent on
interest rates.
As a rule, the change in bank interest rates does not significantly affect the Company’s financial position, since the
Company determines interest rates for funds deposited in customers’ cash accounts based on a variable formula, in an
amount not higher than the interest received by the Group from the bank maintaining the bank account in which clients’
funds are deposited.
Interest rates applicable to cash accounts are floating and related to interest rates on the interbank market. Therefore,
the risk of interest rate mismatch adverse to the brokerage is very low.
Since the Group maintains a low duration of assets and liabilities and minimises the duration gap, sensitivity of the
market value of assets and liabilities to fluctuations of market interest rates is very low. There is a slight sensitivity of
financial result on changes of interest rates due to the Company’s possession of Treasury Bond.
Additional costs may arise in the Group related to cash deposited in bank due to market negative interest rate.
Quantitative information on interest rate risk is presented in note
36.2.2 Interest rate risk
and note
37.2.2 Interest rate
risk
to the consolidated and individual financial statements, respectively.
4.6.7 Liquidity risk
For the Company, liquidity risk is the risk of losing its payment liquidity, i.e. the risk of losing capacity to finance its assets
and to perform its obligations in a timely manner in the course of normal operations or in other predictable
circumstances with no risk of loss. In its liquidity analysis, the Group takes into consideration current possibility of
generation of liquid assets, future needs, alternative scenarios and payment liquidity contingency plans.
Currently at the Brokerage house the value of the most liquid assets (own cash) far exceeds the value of liabilities, hence
liquidity risk is relatively low. These values are continuously monitored.
Quantitative information on liquidity risk is presented in note
36.3 Liquidity risk
and note
37.3 Liquidity risk
to the
consolidated and individual financial statements, respectively.
4.6.8 Operational risk
Due to the dynamic development of the Parent Company, the expansion of product offerings and IT infrastructure, the
Company to a large extent is exposed to operational risk, defined as the possibility of losses due to mismatch or failed
internal processes, human and systems errors or external events, while the legal risk is considered to part of the
operational risk.
The Brokerage house applies a number of procedures for the operational risk management, including business
continuity plans of the Company, emergency plans and personnel policy. As in the case of other risks, the Company
approaches to operational risk in an active way - trying to identify risks and take action to prevent their occurrence, or
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limiting their effects and an important element of this process is the analysis of the frequency of site and the type of
events in the field of operational risk.
4.6.9 Hedge accounting
XTB does not apply hedge accounting.
4.7 Assessment of financial funds management
The Group manages its financial funds through ongoing monitoring of possibility to finance its assets and to perform
its obligations in a timely manner in the course of normal operations or in other predictable circumstances with no risk
of loss. In its liquidity analysis, the Group takes into consideration current possibility of generation of liquid assets,
future needs, alternative scenarios and payment liquidity contingency plans.
The objective of liquidity management in XTB is to maintain the amount of cash on the appropriate bank accounts that
will cover all the operations necessary to be carried on such accounts.
In order to manage liquidity in relation to certain bank accounts associated with the operations of financial instruments,
the Parent Company uses the liquidity model. The essence of the model is to determine the safe area of the state of
free cash flow that does not require corrective action.
When the upper limit is achieved, the Parent Company makes a transfer to the appropriate current account
corresponding to the surplus above the optimum level. Similarly, if the cash in the account falls to the lower limit, the
Parent Company makes transfer of funds from the current account to the appropriate account in order to bring cash
to the optimum level.
Operational activities related to liquidity management are also performed by the Trading Department and the Finance
and Accounting Department.
The subsidiaries manage liquidity by analysing the anticipated cash flows and by matching the maturities of assets with
the maturities of liabilities. The subsidiaries do not use any models for managing liquidity. Liquidity management based
on the liquidity gap analysis is effective and sufficient in subsidiaries, there were no incidents related to lack of liquidity
or the lack of possibility of meeting financial obligations. In extraordinary cases, the subsidiaries’ liquidity may be
provided by the Parent Company.
The procedure also provides for the possibility of deviating from its application, and such procedure requires the
consent of at least two members of the Parent Company’s Management Board. Information on deviations is transmitted
to the Risk Control Department of the Parent Company.
The Parent Company has also implemented liquidity contingency plans, which were not used in the period covered by
the financial statements and in the comparative period, due to the fact that the amount of the most liquid assets (own
cash and cash equivalents) greatly exceeds the amount of liabilities.
As part of ongoing business and the tasks related to liquidity risk management, the managers of appropriate
organisational units of the Parent Company monitor the balance of funds deposited in the account in the context of
planned liquidity needs related to the Parent Company’s operating activities. In its liquidity analysis, the existing
possibility of generation of liquid assets, future needs, alternative scenarios and payment liquidity contingency plans
are taken into consideration.
Supervision and control operations concerning the balance of cash accounts are also performed by the Risk Control
Department of Parent Company on a daily basis.
The contractual payment periods of financial assets and liabilities are presented in notes
36.3
and
37.3
to the
Consolidated and Separate Financial Statements, respectively. The marginal and cumulative contractual liquidity gap,
calculated as the difference between total assets and total liabilities for each maturity bucket, is presented for specific
payment periods.
4.8 Material off-balance sheet items
Nominal value of financial instruments (off-balance sheet items) as at 31 December 2023 and as at 31 December 2022
was presented in notes
33
and
34,
respectively to the consolidated and separate financial statements.
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4.9 Financial forecasts
XTB S.A. did not publish any financial forecasts for 2023 (respectively consolidated and separate).
4.10 Dividend policy
XTB’s dividend policy assumes that the Management Board recommends to the General Meeting of Shareholders the
payment of dividend in the amount which takes into account the level of net profit presented in the Company’s
standalone annual financial statements and a number of various factors concerning to the Company, including the
prospects for further operations, future profits, cash requirements, financial situation, the level of capital adequacy
ratios, expansion plans, legal requirements in this respect as well as FSA guidelines. In particular, the Management
Board will be guided by the need to ensure an adequate level of the Company’s capital adequacy ratios and the capital
required for the Group’s growth when making its dividends payment proposals.
The Management Board maintains that its intention is to recommend to the General Meeting in the future to adopt
resolutions on the payment of dividends, taking into account the factors indicated above, in the amount ranging from
50% to 100% of the Company's standalone net profit for a given financial year. The unit net profit for 2023 amounted
to PLN 787 136 thousand. Taking into account the criteria set out by the Polish Financial Supervision Authority in the
position published on 14 December 2023, in particular with regard to the level of the total capital ratio and the BION
assessment in 2024, t is possible for XTB to pay out a dividend of up to 75% of the profit for 2023.
On December 29, 2023, the Company received a supervisory rating (BION) of 2 [2,52] from the Department of
Investment Firms of the Polish Financial Supervision Authority. The rating was assigned as of June 30, 2023. The rating
at level 2 means a low level of threat to the stability of the brokerage house and thus meets the criteria recommended
by the Polish Financial Supervision Authority, which should allow the Company to pay dividends for 2023 in accordance
with this criterion.
The chart below presents the value of the total capital ratio (IFR) in 2023.
The total capital ratio informs about the ratio of own funds to risk-weighted assets, in other words, it shows whether
the brokerage house is able to cover the minimum capital requirement for market, credit, operational and other risks
with its own funds. At the end of 2023 the total capital ratio in the Company was 195,5%.
The following table provides information on the Company's stand-alone net income and total dividends paid for the
fiscal years indicated therein.
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FOR THE YEAR ENDED (IN PLN’000)
31.12.2022 31.12.2021
Net profit of the Company
761 564
234 841
Dividend
570 484
176 075
By decision of the Company's General Meeting of Shareholders, net profit for 2022 in the amount of PLN 761 564
thousand was allocated in part to the payment of dividends in the amount of PLN 570 484 thousand, the remaining
part of the profit in the amount of PLN 191 080 thousand was transferred to reserve capital.
The value of the dividend per share paid for 2022 was PLN 4,86. The dividend was paid on 11 July 2023.
For information supplementing this subsection, see section
5.5.3 Dividends of this Report
.
5. Corporate Governance
5.1 Legal basis governing corporate governance of XTB S.A.
XTB S.A. follows a set of best practices for companies and continuously strives to improve the corporate governance of
its operations based on the rules of transparency, accountability and a long-term approach that supports growth,
stability and long-term investment.
XTB S.A.'s corporate governance finds its basis in the provisions of the applicable law (Regulation of the Minister of
Finance dated 29 March 2018 on current and periodic information provided by issuers of securities and conditions for
recognizing as equivalent information required by the laws of a non-member state (Journal of Laws 2018.757, dated
2018.04.20)) and recommendations presented in the documents: Best Practices for Companies Listed on the WSE 2021
(hereinafter: "DPSN", "Best Practices") and Corporate Governance Principles for Supervised Institutions (FSC).
5.2 Set of rules of corporate governance applied by XTB S.A.
Acting in accordance with §70(6) (5) of the Decree of the Minister of Finance dated 29 March 2018 on current and
periodic information disclosed by issuers of securities and conditions for recognizing as equivalent information required
by the laws of a non-member state (consolidated text, Journal of Laws of 2018, item 757), the Management Board of
XTB S.A. presents the following statement on the application of corporate governance rules in 2023.
Rules for applying derogations
Good Practices of Companies Listed on the WSE
In 2023, XTB S.A. complied with the corporate governance principles expressed in the document
"Good Practices of
Companies Listed on the WSE 2021"
adopted by the Exchange Council by Resolution No. 13/1834/2021 of 29 March
2021.
The current content is available on the website dedicated to corporate governance principles of companies listed on
the WSE at: www.gpw.pl/dobre-praktyki.
The Investor Relations section of XTB S.A.'s website includes Information on the status of the company's application of
the recommendations and rules included in the Set of Best Practices for Companies Listed on the WSE 2021.
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In 2023, XTB S.A. complied with the principles expressed in the Good Practices with the exception of the three
principles described in the table below.
Rule
number
Content of the rule Company Explanation
2.1.
A company should have a diversity policy
towards the management board and
supervisory board, adopted respectively by the
supervisory board or the general meeting. The
diversity policy defines the goals and criteria of
diversity, among others in such areas as gender,
field of education, specialist knowledge, age and
professional experience, as well as indicates the
date and method of monitoring the achievement
of these goals. In terms of gender diversity, the
condition for ensuring the diversity of the
compa
ny's bodies is the participation of
a minority in a given body at a level not lower
than 30%.”
The Company implements the "Diversity Policy with
regard to members of the management board of XTB
S.A." approved by the Supervisory Board, however, it
does not provide for a minority share in the body at a
level of no less than 30%. The company does not have
a diversity policy towards the supervisory board
adopted by the general meeting. It is worth noting
that the members of the Company's governing
bodies are specialists in various areas of knowledge
and have diverse industry experience corresponding
to the currently performed function. The company
places emphasis on employing employees based on
the multitude of qualifications and competences in
terms of education, professional experience and
skills of the selected managerial staff in order to
ensure comprehensive and reliable performance of
the tasks entrusted to it.
2.2. The decision-
makers on the appointment of
members of the management board or
supervisory board of a company should ensure
the versatility of these bodies by selecting
persons who ensure diversity in their
composition, enabling, inter alia, achieving the
target minimum minority participation rate set
at a level of no less than 30%, in line with the
objectives set out in the adopted diversity policy
referred to in principle 2.1.”
The composition of the Company's Supervisory
Board is the result of decisions made by the General
Meeting, and the determination of the composition of
the Company's Management Board is within the
competence of the Supervisory Board. When
selecting members
of the management board or
supervisory board of the Company, the decisive
persons take into account the current needs of the
enterprise, applying substantive criteria and taking
into account the need to ensure the versatility of
these bodies by selecting people to ensure diversity
to their composition. A necessary condition for all
candidates is their substantive preparation to
perform a given function, appropriate professional
experience and selection of competences, as well as
education. The individual co
mpetences of the
members of the Company's governing bodies
complement each other in such a way as to ensure an
appropriate level of collective management in the
organization.
2.11.6. 2.11. In addition to the activities resulting from
legal regulations, the supervisory board
prepares and presents an annual report for
approval to the ordinary general meeting once a
year. The report referred to above shall contain
at least:
2.11.6. information on the degree of
implementation of the diversity policy in relation
to the management board and the supervisory
board, including the achievement of the
objectives referred to in principle 2.1.”
The principle is not applied due to the non-
application of principle 2.1.
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Corporate Governance Principles for Supervised Institution
On 22 July 2014. The Financial Supervisory Commission issued
the Principles of Corporate Governance for Supervised
Institutions
(hereinafter: the "FSC Corporate Governance Principles"), which determine the internal and external
relations of supervised institutions, including relations with shareholders and clients, their organization, the functioning
of internal supervision as well as key internal systems and functions, the functioning of statutory bodies and the rules
of their interaction.
In accordance with the PFSA Corporate Governance Principles, a supervised institution should strive to apply the
principles set out in the Corporate Governance Rules of the Polish Financial Supervision Authority to the widest extent,
taking into account the principle of proportionality resulting from the scale, nature of the business and the specifics of
the institution. However, the withdrawal from the application of specific rules to the full extent can only occur if their
comprehensive introduction would be unduly burdensome for the supervised institution.
The above-described rules are available on the Financial Supervisory Commission's website:
https://www.knf.gov.pl/en/MARKET/Regulations_and_practice/Practice
On 18 December 2014, the Management Board adopted a resolution regarding the application of the Corporate
Governance Rules of the Polish Financial Supervision Authority. The application of the Corporate Governance Rules of
the Polish Financial Supervision Authority was confirmed by a resolution of the Extraordinary General Meeting of
Shareholders of 28 January 2015.
XTB S.A. applies the KNF Corporate Governance Principles to the extent that they define the rules for the operation of
brokerage houses and do not conflict with generally applicable regulations.
The PFSA Corporate Governance Principles, as expected by the PFSA, were implemented by the Company as of 1 January
2015. In the reporting period, the Company applied the PFSA Corporate Governance Rules, with the following
reservations:
The principle set out in § 8 section 4 of the Corporate Governance Code of PFSA to the extent that it imposes
on the supervised institution the obligation to facilitate the participation of all shareholders in the assembly of
the supervisory body, inter alia by ensuring the possibility of electronically active participation in the meetings
of the decision-making body.
Pursuant to the Articles of Association, participation in the General Meeting using electronic means of
communication will be provided by the Company, if the announcement on convening the General Meeting will
contain information about the possibility of shareholders participating in the General Meeting using electronic
means of communication.
The principle set out in § 21 section 2 of the Corporate Governance Code of PFSA to the extent it stipulates that
the election of the chairman of the supervisory body should be made on the basis of experience and the ability
to manage such body, taking into account the independence criterion.
Pursuant to the Articles of Association, Jakub Zabłocki has the right to appoint and dismiss one member of the
Supervisory Board acting as the Chairman of the Supervisory Board by way of a written statement on the
appointment or dismissal of the Chairman of the Supervisory Board delivered to the Company. Therefore,
compliance with the above rule will depend on Jakub Zabłocki.
5.3 Share capital and shares of XTB S.A.
As of 31 December 2023 and as of the date of submission of this Report, the share capital of XTB S.A. consisted of
117 383 635 Series A ordinary shares and 185 616 Series B ordinary shares . The nominal value of each share of
XTB S.A. is PLN 0,05.
On 31 July 2023, the Extraordinary General Meeting of XTB S.A. resolved to increase the share capital of the Parent
Company by PLN 9 280,80 through the issuance of 185 616 Series B ordinary bearer shares of the Company with
a nominal value of PLN 0,05 each. The New Issue Shares were issued by way of a public offering which did not require
the preparation of a prospectus. The New Issue Shares were offered by private subscription.
On 2 October 2023. The District Court for the City of Warsaw in Warsaw, 13th Commercial Division of the National Court
Register registered the increased share capital through the issuance of new shares, which were offered to persons
whose professional activities have a significant impact on the Company's risk profile and the exclusion of the
subscription rights of existing shareholders.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 124
Due to the above-mentioned change registered by the Court, the Company's share capital currently amounts to PLN
5 878 462,55 and is divided into:
SERIES/MISSION
NUMBER OF
SHARES
NOMINAL VALUE OF SHARES
(IN PLN)
NOMINAL VALUE OF THE ISSUE
(IN THOUSANDS OF PLN)
A series
117 383 635
0,05
5 869
B series
185 616
0,05
9
5.4 XTB’s share price
On 4 May 2016, the Warsaw Stock Exchange (WSE) Management Board adopted a resolution to admit the Company's
shares to trading on the regulated market with the same day. Subsequently, on 5 May 2016, the WSE Management
Board adopted a resolution to introduce, as of 6 May 2016, all Company shares for stock exchange trading.
XTB S.A. made its debut on the Warsaw Stock Exchange on May 6, 2016. The company is listed on the main market.
On September 3, 2020 XTB joined the mWIG40 index.
Historical quotations of XTB's shares against the quotations of the mWIG40 stock index in the period from the IPO date
to the balance sheet date are shown in the chart below:
At the turn of the first two quarters of 2023, we observed the continuation of the upward trend in the price of XTB S.A.
shares, which on May 8, 2023 reached its historically highest value both in the year under review and since the beginning
of the Company's listing on the WSE's main market, reaching PLN 43,24 per share. At the end of the third and the
beginning of the fourth quarter, we could observe a reduction in the value of the share price to around PLN 30/share.
It led at the beginning of the last quarter of the year to reach the lowest value of the analysed period, i.e. PLN
29,62/share (as of October 9, 2023), which was still a high note when relating it to the Company's historical quotations
since the beginning of its presence on the Exchange. The last quarter of 2023 was characterized by a resumption of the
upward trend in the price, which continued and reached PLN 37,82/share at the end of the analysed period.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 125
61,02%
38,98%
XX ZW Investment Group S.A.
Other shareholders
5.5 Shares and shareholding structure
5.5.1 Shareholding structure at the end of the reporting period
To the best knowledge of the Management Board of the Company as at 31 December 2023, the status of shareholders
holding directly or through subsidiaries, at least 5% of the total number of votes at the General Meeting of the Parent
Entity, was as follows:
NUMBER OF
SHARES/ VOTES
NOMINAL SHARE VALUE
(in PLN’000)
SHARE IN CAPITAL/
IN TOTAL VOTES
XX ZW Investment Group S.A.
1
71 629 794
3 581
60,93%
Other shareholders
45 939 457
2 297
39,07%
Total
117 569 251
5 878
100,00%
1
) XXZW Investment Group S.A. with its registered office in Luxembourg is directly controlled by Jakub Zabłocki, who holds shares representing 81,97% of the
share capital authorising the exercise of 81,97% of the votes at the general meeting of the shareholders of XXZW.
The percentage share in the share capital of the Parent Company of the abovementioned shareholders is in line with
the percentage shares in the number of votes at the General Meeting.
The shareholding structure as at 31 December 2023 is presented in the following chart:
28
30
32
34
36
38
40
42
44
01.2023 02.2023 03.2023 04.2023 05.2023 06.2023 07.2023 08.2023 09.2023 10.2023 11.2023 12.2023
XTB share price in 2023
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 126
5.5.2 Changes in the shareholding structure after the balance sheet date
To the best knowledge of the Company's Management Board (in accordance with current report No. 6/2024 dated
8 February 2024), as of the date of submission of this periodic report, the status of shareholders holding directly or
through subsidiaries at least 5% of the total number of votes was as follows:
NUMBER OF
SHARES/ VOTES
NOMINAL SHARE VALUE
(in PLN’000)
SHARE IN CAPITAL/ IN
TOTAL VOTES
XX ZW Investment Group S.A.
1
59 872 869
2 994
50,93%
Other shareholders
57 696 382
2 885
49,07%
Total
117 569 251
5 878
100,00%
1
) XXZW Investment Group S.A. with its registered office in Luxembourg is directly controlled by Jakub Zabłocki, who holds shares representing 81,97% of the share
capital authorising the exercise of 81,97% of the votes at the general meeting of the shareholders of XXZW.
The current shareholding structure is graphically presented in section
2.1.3 Shareholding structure of XTB S.A.
as of the
date of this Report.
5.5.3 Dividend
The Ordinary General Meeting is the body authorized to make decisions on the distribution of the Company's profit and
dividend payment. The Ordinary General Meeting of Shareholders adopts a resolution on whether and what part of the
Company's profit shown in the financial statements, audited by the statutory auditor, should be used to pay dividends.
t also determines the dividend day and the dividend payment date.
The right to dividend is payable to persons on accounts of which dematerialized shares (bearer shares) are kept on the
dividend day and to entities authorized to sell dematerialized Shares on a collective account.
The conditions for the receipt of dividends by the shareholders of the Company correspond to the rules adopted for
public companies. The resolution on dividend payment should indicate the date of determining the right to dividend
(dividend day) and the dividend payment date.
Detailed information on the Dividend Policy will be found in section
4.10 Dividend Policy
of this Report.
The following table presents historical information on dividends paid by the Company in each year:
DIVIDEND
FROM PROFIT
FOR THE YEAR
DIVIDEND
AMOUNT
IN PLN’000
DIVIDEND DATE
DIVIDEND
PAYMENT DATE
DIVIDEND PER
SHARE IN PLN
DIVIDEND RATE
1
2022 570 484 10.07.2023 21.07.2023 4,86 11,8%
2021 176 075 05.05.2022 16.05.2022 1,50 7,2%
2020 210 117 21.04.2021 30.04.2021 1,79 9,9%
2019 28 172 30.04.2020 15.05.2020 0,24 2,7%
2018 19 955 25.04.2019 10.05.2019 0,17 4,2%
2018
2
41 084 11.12.2018 18.12.2018 0,35 7,1%
2017 - - - - -
2016 37 564 05.05.2017 23.05.2017 0,32 3,9%
1
) Calculated as the dividend value per share divided by the market price of the shares on the last day on which shares with dividend rights could be purchased.
2
) On 18 December 2018, an advance payment was made on account of the expected dividend for the 2018 financial year in the amount of PLN 41 084 thousand,
the remaining amount, i.e. PLN 19 955 thousand paid on 10 May 2019.
5.5.4 Acquisition of own shares
In the financial year 2023, the Company and its subsidiaries did not acquire the shares of XTB S.A.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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5.5.5 Holders of securities with special control rights
In the 2023 financial year and as at the date of publication of this report, there were no securities that would give special
control rights to the Company.
5.5.6 Restrictions on exercising the voting right
In the 2023 financial year and as at the date of publication of this report, there were no limitations to the exercise of
voting rights attached to the Company's securities.
5.5.7 Restrictions on the transfer of ownership of shares
As at the balance sheet date and the publication date of this report, there were no restrictions on the transfer of
ownership of securities.
5.5.8 Agreements as a result of which changes may occur in the future in the
proportions of shares held by the current shareholder
As at the date of publication of this annual report, the Company is not aware of any events that may result in future
changes in the proportions of shares held by existing shareholders.
5.6 Management of XTB S.A.
The governing body of the Company is the Management Board acting on the basis of the Regulations of the Board of
Directors. Meetings of the Management Board are held at least once a month at the Company's headquarters or, if all
members of the Management Board agree, at another location in Poland.
Rules of appointment and dismissal of the Board of Directors
The rules for appointing and removing members of the Board of Directors and their powers are set forth in the
Company's Articles of Association, which are available on the Company's website ir.xtb.com in the Investor Relations
section. The Board of Directors may consist of three to six members, including the Chairman and two Vice Chairmen.
In accordance with its Articles of Association, at least two members of the Management Board need to have:
higher education,
at least three years of experience of working for financial market institutions, and
a good opinion in connection with the positions held thereby.
Members of the Management Board are appointed and dismissed by the Supervisory Board. The number of members
of the Management Board is determined by the Supervisory Board in the resolution on appointing members of the
Management Board. A member of the Management Board may also be dismissed or suspended from office by
resolution of the General Meeting.
The Management Board is appointed for a joint three-year term.
The mandates of members of the Supervisory Board shall expire on the date of the General Meeting which approves
the financial statements of the Company for the last full year of their term of office and in other cases specified in the
Code of Commercial Companies.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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Composition of the Management Board during the reporting period
As at 31 December 2023 and as at the date of publication of this interim report, the composition of the Management
Board was as follows:
NAME AND SURNAME FUNCTION
DATE OF FIRST
APPOINTMENT
EXPIRATION DATE OF THE
CURRENT TERM
Omar Arnaout
*
President of the Management Board 10.01.2017 01.07.2025
Filip Kaczmarzyk Board Member 10.01.2017 01.07.2025
Paweł Szejko Board Member 28.01.2015 01.07.2025
Jakub Kubacki Board Member 10.07.2018 01.07.2025
Andrzej Przybylski Board Member 01.05.2019 01.07.2025
* Omar Arnaout on 10.01.2017 was appointed as a member of the Management Board for Sales in the rank of Vice Chairman of the Board. On 23.03.2017 he was
appointed the Chairman of the Management Board.
On 2 June 2022, the Supervisory Board of the Company adopted a resolution on the appointment of the existing five-
person composition of the Company's Management Board for a new joint term of office of three years, i.e. from 1 July
2022 to the end of 1 July 2025.
5.6.1 Competencies of the Management Board
The Management Board is authorized to conduct the affairs of the Company, represent the Company and any meters
not reserved by law or the Articles of Association of the Company to the General Meeting or the Supervisory Board. The
Management Board conducting the Company's affairs, makes decisions in the interest of the Company, shall draft the
Company's development strategy and identifies the main goals of the Company.
President of the Management Board shall convene meetings of the Management Board and chair. Chairman of the
Management Board may authorize other members of the Management Board to convene and preside over meetings
of the Management Board. In the absence of the President Management, the meeting of the Management Board shall
be convened by the oldest member of the Management Board.
In particular, the Management Board shall have the power and shall be required to:
act on behalf of the Company and represent the Company in dealings with third parties,
prepare periodic reports and statements of the Company within timeframes allowing for their publication in
accordance with relevant laws,
submit financial statements to a statutory auditor for the purpose of their audit or review,
submit reports of the Management Board on the activities of the Company and the financial statements,
including an opinion and report of the statutory auditor (if required by law), to the Supervisory Board for the
purpose of evaluation,
convene General Meetings, submit proposals to be considered by the General Meeting and prepare draft
resolutions of the General Meeting in a timely manner,
submit reports of the Management Board on the activities of the Company and the financial statements,
including an opinion and report of the statutory auditor, for the last financial year, to the General Meeting for
the purpose of consideration and approval,
develop and adopt regulations related to the operations of the Company, unless such authority has been
reserved for any other body of the Company,
prepare draft annual budgets, including the budget of the Company, budgets of Subsidiaries and the
consolidated budget of the capital group of the Company, to be presented for approval to the Supervisory
Board,
fulfil reporting obligations imposed on brokerage houses,
any other matters not reserved for other bodies of the Company.
The Management Board does not have a special competence in the issue and redemption of XTB shares.
Description of competencies and professional experience of XTB S.A. Management Board Members
The main information on the education, qualifications and previously held positions of the members of the
Management Board are presented below:
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
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Omar Arnaout
CEO of XTB S.A.
CEO and President of the Management Board. Mr. Omar Arnaout graduated in 2005 with a
master’s degree from the Warsaw School of Economics Banking and Finance. He is
associated with the Company since January 2007. In 2007-2009 he held the position of the
Sales Dealer. In 2009-2010 he worked as the deputy director of the Romanian branch of XTB
and in 2010-2012 as deputy director of the Italian branch of XTB. In 2012-2014 Mr. Omar
Arnaout worked as the director of the foreign branches office at Noble Securities Dom
Maklerski S.A. and in 2014, he also worked as Sales Director and Chairman of the
Management Board of xStore sp. z o.o. In 2014-2016 he held the position of the Retail Sales
Director in XTB Limited in the UK and in 2016 Mr. Omar Arnaout became the regional
director of XTB for Poland, Hungary, Germany and Romania. Since 10 January 2017 he has
been the Chairman of the Board of Directors of XTB S.A. without interruption.
Filip Kaczmarzyk
Member of the Management Board responsible for Trading.
Mr. Filip Kaczmarzyk is a graduate of the Warsaw School of Economics majoring in
Quantitative Methods in Economics and Information Systems. He started his professional
career at XTB S.A. in 2007 in the Trading Department on the position of Junior Trader. Since
April 2009 he held the position of Deputy Chief Trader. In November 2010 he began working
in the CFH Markets in London in the Customer Support Department. From May 2011 to May
2015 he worked at Noble Securities SA, initially as the Director of the OTC Instruments
Trading Office, and from November 2012 as the Director of the Foreign Markets
Department. Mr. Filip Kaczmarzyk returned to XTB in May 2015 for the position of the
Director of Trading Department.
Since 10 January 2017, he has served continuously as a member of the Board of Directors
of XTB S.A.
Paweł Szejko
Chief Financial Officer and Member of the Management Board at XTB.
Mr. Paweł Szejko graduated from the Economy Academy and the Higher School of Banking
in Poznań. Mr. Paweł Szejko also studied at the Aarhus University in Denmark. He has the
qualifications of a Polish statutory auditor and an ACCA certificate in international finance
reporting. Mr. Paweł Szejko commenced his professional career in 2003 in the audit
companies (BDO and PwC), auditing among others, financial institutions, including banks
and investment funds. In 2008-2014 he held the position of finance director and also
a member of the Management Board of P.R.E.S.C.O. GROUP S.A., managing the area of
finance in the capital group, both at the national and international level. In October 2014 Mr.
Paweł Szejko joined XTB and he took the position of CFO. Mr. Paweł Szejko is responsible for
financial matters in XTB group. Since 28 January 2015, he has served continuously as
a member of the Board of Directors of XTB S.A.
Jakub Kubacki
Member of the Management Board responsible for Legal.
Mr. Jakub Kubacki graduated in 2009 as a Master of Law from Koźmiński University, then he
completed his training advocate and in 2013 passed the Bar exam at the District Warsaw Bar
Association he was admitted to the Bar. In 2010 he started his professional career at XTB in
the Legal and Compliance Department, where since 2012 he has been the Compliance
Officer. From 25 April 2018 he became the Director of the Legal Department. He specializes
in capital market law. Mr. Jakub Kubacki is responsible for legal affairs and internal control
in the XTB Group.
Since 10 July 2018, he has served continuously as a member of the Board of Directors of XTB
S.A.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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Andrzej Przybylski
Member of the Management Board responsible for Risk Management.
Mr. Przybylski graduated in 1994 with a master’s degree on Wroclaw University of
Technology and completed doctoral studies in economics at the Warsaw School of
Economics in 2011. Since 1995, Mr. Przybylski has a stockbroker license. Professionally
connected with brokerage houses and offices since 1995 until 1997 with DDM S.A. in
Wrocław, then CBM WBK S.A., and until 1998 with Dom Maklerski BMT S.A. From 1998 he
worked as a stockbroker specialist at CDM Pekao S.A. and then since 2002 as a risk
management specialist. From 2007 to 2010 he worked at UniCredit CAIB Poland S.A. as
a risk and compliance manager. From 2010 to 2013 he worked at ING TFI S.S. and ING
Investment Management (Poland) S.A. as a senior specialist in risk management and
performance measurement. From 2013 to 2014 he was the Director of business project part
of launching a brokerage house and an expert on risk management at PGE Dom Maklerski
S.A. From 2014 Mr. Przybylski became the Director of the Risk Management Department at
XTB and from 1 May 2019 he became a Member of the Management Board at XTB.
Since 1 May, 2019, he has served continuously as a member of the Board of Directors of XTB
S.A.
In the reporting period and until the date of submission of this report, there were no changes in the composition of the
Management Board.
5.6.2 The operation of the Management Board
The Management Board operates on the basis of the Regulations of the Management Board.
Meetings of the Management Board shall be held not less than once a month at the headquarters of the Company or
if all members agree, elsewhere on Polish territory. The Management Board may hold a meeting without being formally
convened if all members are present at the meeting and no one objects to holding the meeting or any of the proposed
items on the agenda. Management Board resolutions are passed by an absolute majority of votes cast, and in the case
of an equal number of votes "for" and "against" the vote of the Chairman of the Board decides.
Board members may participate in adopting resolutions of the Board by casting their votes in writing through another
member of the Management Board. Casting a vote in writing may not concern matters introduced to the agenda during
the meeting of the Board. Resolutions may be passed in writing or using means of direct remote communication. The
resolution is valid if all the members of the Board have been notified of the draft resolution.
In accordance with the Articles of Association, the President of the Management Board supervises the activities of the
Management Board and determines the internal division of tasks and powers among particular members of the
Management Board, specifically, the President of the Management Board may entrust the management of specific
departments to particular members of the Management Board. Furthermore, the President of the Management Board
calls and chairs meetings of the Management Board. The President of the Management Board may authorise other
members of the Management Board to convene and chair meetings of the Management Board. In the absence of the
President of the Management Board or if the position of the President of the Management Board is vacant, the meetings
of the Management Board are convened by the oldest member of the Management Board. Additionally, special rights
of the President of the Management Board in terms of managing the work of the Management Board may be
determined in the Regulations of the Management Board.
Two members of the Management Board acting jointly are authorised to make representations on behalf of the
Company.
XTB S.A.
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5.6.3 Shares of the Company and related entitles held by the Members of the
Management Board
The table below presents the total number and nominal value of the Company's shares held directly by the Company's
managing and supervising persons, as at the date of this report:
NAME AND
SURNAME
FUNCTION
OWNED THE NUMBER
OF ACTIONS
TOTAL VALUE NOMINAL SHARE
(IN PLN)
Omar Arnaout
President of the Management Board
30 261
1 513
Filip Kaczmarzyk
Board Member
21 182
1 059
Paweł Szejko
Board Member
19 130
957
Jakub Kubacki Board Member
13 495
675
Andrzej Przybylski Board Member
2 441
122
During the reporting period and up to the date of this report, there were the following changes in the ownership of the
Company's shares by management and supervisory personnel:
on October 2, 2023. Omar Arnaout subscribed for 30 261 series B shares of the Company (share subscription
agreement signed on September 4, 2023);
on October 2, 2023. Filip Kaczmarzyk subscribed for 21 182 series B shares of the Company (share subscription
agreement signed on September 4, 2023);
on October 2, 2023. Paweł Szejko took up 15 130 series B shares in the Company (share subscription
agreement signed September 4, 2023);
on October 2, 2023. Jakub Kubacki subscribed for 11 095 series B shares in the Company (share subscription
agreement signed on September 4, 2023);
on October 2, 2023. Andrzej Przybylski subscribed for 5 547 series B shares in the Company (share subscription
agreement signed on September 5, 2023);
on November 8, 2023. Andrzej Przybylski disposed of 6 of the Company's B shares;
on November 13, 2023. Andrzej Przybylski disposed of 3 100 series B shares of the Company.
Supervisors did not hold any shares or entitlements to shares in the Company as of the end of the reporting period and
as of the date of this report.
5.6.4 Positions held by the Management Board Members of the issuer in the Group
companies
Below is information on the functions performed by members of the Management Board of the parent company in the
authorities of subordinated entities as at December 31, 2023 and as at the date of submission of this report:
NAME AND SURNAME COMPANY FUNCTION
Omar Arnaout XTB Mena Limited Board Member
Jakub Kubacki
XTB Mena Limited
Board Member
Filip Kaczmarzyk XTB Limited, United Kingdom Executive Director of Trading
Andrzej Przybylski XTB Limited, United Kingdom Executive Director of SMF3
Andrzej Przybylski XTB Mena Limited Senior Manager
Members of the Parent Company's Management Board did not receive remuneration in 2023 and 2022 for their
functions in the authorities of subordinate units.
XTB S.A.
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5.7 Supervisory XTB S.A.
Supervisory Board shall supervise the operations of the Company in all areas of its operations.
Pursuant to § 15 of the Articles of Association of the Company, the Supervisory Board consists of five to nine members.
The Supervisory Board members are appointed for a joint three year term of office. The detailed procedures of the
Supervisory Board and its organization are set forth in the Regulations of the Supervisory Board.
Rules of appointment and dismissal of the Supervisory Board
Members of the Supervisory Board were appointed and dismissed as follows:
Jakub Zabłocki has the right to appoint and dismiss one member of the Supervisory Board acting as Chairman
of the Supervisory Board by means of a written statement on the appointment or dismissal of the Chairman
of the Supervisory Board delivered to the Company; the aforementioned right constituting another way of
appointing a member of the Supervisory Board within the meaning of Art. 385 § 2 of the Commercial
Companies Code shall be vested in Mr. Jakub Zablocki until such time as, through entities controlled by him
within the meaning of the Accounting Act or jointly with such entities or personally, he holds shares in the
Company representing at least 33% of the total number of votes at the General Meeting;
the other members of the Supervisory Board will be appointed and dismissed by the General Meeting.
The number of members of the Supervisory Board in a given term is determined by the General Meeting, and if the
General Meeting does not reach other decision, the number of members of the Supervisory Board will be five. In the
case of the election of the Supervisory Board by way of separate group voting in compliance with Article 385 of the
Commercial Companies Code, the number of Supervisory Board members will be five.
The members of the Supervisory Board may elect from among themselves a Deputy Chairman of the Supervisory Board
and a secretary of the Supervisory Board. Once Jakub Zabłocki loses his personal right referred to above, the members
of the Supervisory Board will elect a Chairman of the Supervisory Board from amongst themselves.
The mandates of the Supervisory Board members shall expire on the date of the General Meeting approving financial
statements for the last full year as a member of the Supervisory Board and in other cases specified in the Code of
Commercial Companies.
Composition of the Supervisory Board during the reporting periods
As at 31 December 2023 and as at the date of submission of this report, the composition of the Supervisory Board was
as follows:
NAME AND
SURNAME
FUNCTION
STARTING
DATE OF THE
CURRENT TERM
OF OFFICE
EXPIRATION
DATE OF THE
CURRENT TERM
OF OFFICE
MET THE
CRITERION OF
INDEPENDENCE*
Jan Byrski Chairman of the Supervisory Board 22.11.2021 19.11.2024 YES
Jakub Leonkiewicz
Vice- Chairman of the
Supervisory Board
19.11.2021 19.11.2024
YES
Łukasz Baszczyński Member of the Supervisory Board
19.11.2021 19.11.2024
NO
Bartosz Zabłocki
Member of the Supervisory Board
19.11.2021 19.11.2024
NO
Grzegorz Grabowicz
Member of the Supervisory Board
19.11.2021 19.11.2024
YES
*§20(1) of the Articles of Association of XTB S.A. dated 31.07.2023 stipulates that at least two members of the Supervisory Board should meet the independence
criteria.
During the reporting period and until the date of this report, there were no changes in the composition of the
Supervisory Board.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
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5.7.1 Authority of the Supervisory Board
The Supervisory Board exercises constant supervision over the Company's activities in all areas of its operations.
In addition to the matters reserved by the provisions of the Commercial Companies Code, the powers of the Supervisory
Board include in particular:
evaluation of the financial statements for the previous financial year and evaluation of the Management
Board's report on the Company's operations for the previous financial year as to their conformity with the
books and documents as well as with the facts, and the Management Board's motions regarding profit
distribution or loss coverage;
submission to the General Meeting of Shareholders of an annual written report on the results of the evaluation
referred to in the paragraph above;
suspending members of the Management Board for important reasons;
determining the terms and conditions of remuneration and employment of members of the Management
Board;
appointing the committees referred to in § 18 of the Supervisory Board Regulations;
approving the payment of advances on anticipated dividends;
approval of annual budgets, which will include the budgets of the Company, Subsidiaries and the consolidated
budget of the Company's capital group;
appointing an independent external auditor for the Company and Subsidiaries;
approval of the granting of sureties, guarantees and other forms of assumption of obligations of third parties
excluding events directly and strictly related to the Company's operating activities, understood as all activities
directly related to the Company's and the Subsidiaries' brokerage activities carried out at a given time, in
particular those related to trading in foreign exchange contracts, contracts for differences and other OTC
market instruments, including marketing activities ("Company's Operating Activities");
consenting to the establishment of pledges, mortgages, transfers by way of security and other encumbrances
on the assets of the Company or Subsidiaries not provided for in the budget;
consenting to the acquisition, acquisition or disposal by the Company or Subsidiaries of shares in other
companies or of assets or an organized part of the enterprise of another company or companies, as well as to
the accession to (or withdrawal from) other entrepreneurs or companies by the Company or Subsidiaries, with
the exception of agreements entered into within the framework of the Company's Operations, if the
acquisition, purchase or disposal does not exceed 5% of the share capital of another company;
approval of the sale, encumbrance, leasing or other disposition of real estate of the Company and Subsidiaries
not provided for in the budget approved by the Supervisory Board;
giving consent to the execution of agreements between the Company or Subsidiaries and members of the
Management Board, members of the Supervisory Board and shareholders of the Company or entities affiliated
with any of the of the members of the Management Board, the Supervisory Board or the Company's
shareholders, with the exception of agreements concluded within the framework of the Company's Operating
Activities;
expressing an opinion regarding changes in the Company's investment policy if the change would increase the
Company's maximum exposure to market risk by more than 50%, unless the Company's revenues planned in
the budget approved by the Supervisory Board are to increase by more than 50%, in which case it is assumed
that the Supervisory Board's opinion is required to increase the exposure by a percentage greater than the
percentage increase in revenues planned in the budget;
granting consent to members of the Management Board to engage in competitive interests within the meaning
of Article 380 of the Commercial Companies Code;
granting consent for the Company to dispose of a right or incur an obligation by the Company with a value
exceeding EUR 1 000 000 (one million) that are not provided for in the Company's budget approved by the
Supervisory Board, including ordinances and obligations for recurring or continuous services, if the value of
the benefits resulting therefrom exceeds EUR 1 000 000 (one million) per year. In the event that the total value
of any ordinances and obligations incurred by the Company that are not provided for in the Company's budget
or that exceed the value established in the Company's budget, will exceed EUR 3 000 000 (three million) in
a calendar year, the Management Board is required to seek the approval of the Supervisory Board for any
disposition of a right or incurring of a liability not provided for in the Company's budget, regardless of its value;
approval for members of the Management Board to sit on the boards of directors or supervisory boards of
companies outside the Company's capital group;
consenting to the appointment and dismissal of persons heading the internal audit and compliance
departments;
consideration and opinion of matters to be the subject of resolutions of the General Meeting.
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5.7.2 Functioning of the Supervisory Board
The Chairman of the Supervisory Board directs the work of the Supervisory Board and represents the Supervisory Board
before other bodies of the Company. In the event of the absence of the Chairman of the Supervisory Board or a vacancy
in that position, the powers of the Chairman of the Supervisory Board referred to above shall be exercised by a member
of the Supervisory Board authorized by him or, in the absence of such authorization, by the oldest member of the
Supervisory Board.
The Chairman of the Supervisory Board or a member of the Supervisory Board authorized by him convenes and chairs
meetings of the Supervisory Board, and in the absence of such authorization granted by the Chairman of the
Supervisory Board, the right to convene and chair meetings is vested in the oldest member of the Supervisory Board in
terms of age. The Supervisory Board may also be convened by two members of the Supervisory Board acting jointly.
The convening of a meeting of the Supervisory Board may be requested by the Management Board or a member of the
Supervisory Board, stating the proposed agenda. A meeting of the Supervisory Board should be convened for a date
no later than 14 days from the date of the request, with the proviso that if there are justified circumstances which make
it impossible for at least half of the members of the Supervisory Board to be present at the meeting on the
aforementioned date, a meeting of the Supervisory Board may be convened no later than 30 days from the date of the
request.
Resolutions of the Supervisory Board may also be adopted by written circulation or by means of direct remote
communication.
Members of the Supervisory Board may participate in the adoption of resolutions of the Supervisory Board by casting
their vote in writing through another member of the Supervisory Board. The casting of a vote in writing may not relate
to matters placed on the agenda at a meeting of the Supervisory Board.
The detailed procedure of the Supervisory Board and its organization is set forth in the Regulations of the Supervisory
Board.
The validity of the Supervisory Board's resolutions requires the invitation of all and the presence of at least half of its
members, including the Chairman or Vice Chairman of the Supervisory Board.
Resolutions of the Supervisory Board are adopted by a simple majority of votes. In the event of an equal number of
votes, the vote of the Chairman of the Supervisory Board is decisive.
Members of the Supervisory Board serving on committees of the Supervisory Board
As of December 31, 2023, and as of the date of this report, Supervisory Board members served on Supervisory Board
committees as follows:
NAME AND
SURNAME
FUNCTION
AUDIT
COMMITTEE
FUNCTION
FUNCTION OF
THE
REMUNERATION
COMMITTEE
FUNCTION OF THE
RISK
MANAGEMENT
COMMITTEE
Jan Byrski
Chairman of the Supervisory Board
NO
YES
YES
Jakub Leonkiewicz
Vice- Chairman of the Supervisory
Board
YES
YES YES
Łukasz Baszczyński
Member of the Supervisory Board
NO
YES
YES
Bartosz Zabłocki
Member of the Supervisory Board
YES
YES
YES
Grzegorz Grabowicz
Member of the Supervisory Board
YES
YES
YES
Activities of the Supervisory Board in 2023
In 2023, the Supervisory Board of XTB S.A. held eleven meetings.
In the year under review, 64 resolutions were adopted at Supervisory Board meetings and by circulation. The average
attendance of Members of the Company's supervisory body was 93%.
Individual attendance of Members of the Company's supervisory body was respectively:
Jan Byrski 91%;
Jakub Leonkiewicz 100%;
Łukasz Baszczyński 91%;
Bartosz Zabłocki 91%; and;
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Grzegorz Grabowicz 91%.
Description of competencies and professional experience of Members of the Supervisory Board of XTB S.A.
The following is the main information on the education, qualifications and previously held positions of the persons
comprising the Company's supervisory body:
Jan Byrski,
Chairman of the
Supervisory Board
He specializes in the law of financial innovation (FinTech), including in the payment, banking
and insurance markets, in legal aspects of information protection (personal data, professional
secrets, business secrets), IT and TMT, as well as conducting proceedings before the President
of the National Bank of Poland, the Chairman of the Polish Financial Supervision Authority
(KNF) and the President of UODO and cases before administrative courts
. He advises
companies and financial institutions from the Polish market, as well as international markets.
He is a legal expert of the Polish Insurance Association (PIU) and the Foundation for the
Development of Non-Cash Transactions (FROB). He is a member of IAPP and the SABI-IOD
association. Vice-chairman of the FinTech Committee of PIIT. Member of working teams at the
UKNF for the development of financial innovation (FinTech) and MC working groups, including
distributed registries
and blockchain. Participant in parliamentary work on adjusting Polish law to the PSD 2
Directive, the Interchange Fee Regulation (IF Reg), RODO and numerous amendments to the
Personal Data Protection Act and the Payment Services Act. Speaker at conferences, seminars
and trainings in Poland and abroad. Member of the Advisory Board of the monthly magazine
IT in Administration.
Author and co-
author of numerous scientific and popular science items, including: the
monograph "Legally protected secrecy in banking activities" (C.H. Beck 2010), which won the
I prize of the National Bank of Poland in the Scientiae Legis Excellentia competition for the
best doctoral dissertations
in business law, as well as the dissertation "Outsourcing in the activities of payment service
providers" (C.H. Beck 2018). Individual recommendations in Chambers & Partners Europe
2020 2021 Banking & Finance: Regulatory Poland, FinTech Legal Poland 2020 and 2021 and
Legal 500 EMEA Poland 2020 and 2021 in the category: Data privacy and data protection.
University professor at the Institute of Law of the Cracow University of Economics. Graduate
I degrees at the Faculty of Law of the Jagiellonian University. Participant of the Jagiellonian
University School of German Law and the Universities of Heidelberg and Mainz, as well as the
Jagiellonian University School of Austrian Law and the University of Vienna. Scholarship holder
of the Foundation for Polish-German Cooperation at Ruhr-Universität Bochum. Scholarships
at Ernst-Moritz-Arndt Universität Greifswald, Johann Gutenberg Universität Mainz and at Max-
Planck-Institut für Immaterialgüter-und Wettbewerbsrecht.
A member of the Supervisory Board meets the independence criteria set forth in § 20 Section
2 of the Articles of Association.
Jakub
Leonkiewicz, Vice-
Chairman of the
Supervisory Board
Jakub Leonkiewicz started his professional career in 2001 in the business development
department at Interhyp.de in Germany. In 2001-2002 he worked at Roland Berger Strategy
Consultants in Germany. In the years 2002-2015 Jakub Leonkiewicz was associated with J.P.
Morgan first as an analyst in the merger and acquisition team in London and since 2012 as
a director of J.P. Morgan in Warsaw, where he was responsible for J.P. Morgan’s practice in
Poland and the Baltic countries. From November 2015 to January 2017 and once again from
May 2017 he is the Chairman of the XTB Supervisory Board. Currently, Mr. Jakub Leonkiewicz
acts as a partner in Avia Capital private equity fund.
Jakub Leonkiewicz graduated in 2002 with a master’s degree from the Warsaw School of
Economics with a degree in finance and banking. Jakub Leonkiewicz participated in the CEMS
Master Program (Community of European Management Schools) at the London School of
Economics and was a scholarship holder at the Christian-Albrecht Universität zu Kiel.
Member of the Supervisory Board satisfies the independence criteria provided for in § 20,
section 2 of the Articles of Association.
Łukasz
Baszczyński,
Łukasz Baszczyński commenced his professional career in 1999 as a clerk in the District Court
in Zgierz. From 2002 to 2006 he cooperated as an attorney with the law office of Kancelaria
Radców Prawnych P. Stopczyk & R. Mikulski and as an assistant to the management board of
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Member of the
Supervisory Board
Sarton Management sp. z o.o. He is a partner at the law office of Kancelaria Prawna P. Grzelka
& Wspólnicy sp. k. and a partner in Baszczyński & Dąbrowska Intellectual Property Law and
a member of the supervisory board of Novama Cloud S.A.
Łukasz Baszczyński graduated from the Faculty of Law and Administration at the University of
Lodz. In 2008, he was registered in the register of legal advisors and in 2010 in the register of
advocates at the District Chamber of Advocates in Warsaw. Łukasz Baszczyński is entered in
the list of candidates for members of supervisory boards of companies with the shareholding
of the State Treasury.
Bartosz Zabłocki,
Członek Rady
Nadzorczej
Bartosz Zabłocki started his professional career in 2002 at Contract Administration sp. z o.o.
where until 2007 he was the specialist for brand protection. Since 2005 to June 2022 he was
a partner in the law office of Kancelaria Prawna P. Grzelka & Wspólnicy sp. k. Since 2006,
Bartosz Zabłocki has been running his own business: “Globetroter Bartosz Zabłocki”. Since
March 2021, he is a Member of the Management Board of Kamienica sp. z o.o.
Bartosz Zabłocki graduated from the Department of Law and Administration at the University
of Lodz.
Member of the Supervisory Board does not meet the independence criteria specified in § 20,
section 2 of the Articles of Association.
Grzegorz
Grabowicz,
Member of the
Supervisory Board
Grzegorz Grabowicz has been a Member of the Management Board and Financial Director at
Mabion S.A. since January 2019. Grzegorz Grabowicz gained knowledge and experience in
management while working: over the period 1998 2003 in the Audit Department at Deloitte,
in 2003 as Financial Controller at BFF Polska S.A. (formerly: Magellan S.A.), over the period
2004 2017 as Financial Director at BFF Polska S.A. and Vice President of the Management
Board at BFF Polska S.A. Between 2010 and 2013 he worked as President of the Management
Board of MEDFinance S.A. In the years 2007 2017 was a Member of the Supervisory Board
of Magellan Czech Republic and Magellan Slovakia. Over the period 2013 2017 he was a
Chairman of the Supervisory Board of MEDFinance S.A. From 2014 to October 2018 Mr
Grzegorz Grabowicz was a Member of the Supervisory Board of Skarbiec Holding S.A. From
October 2017 to August 2020 he was a Member of the Supervisory Board of Develia S.A.
(formerly: LC Corp S.A.) and from June 2018 to May 2019 he was a Member of the Supervisory
Board of Medicalgorithmics S.A. From May 2020, he is a member of the Supervisory Board of
PRAGMAGO S.A.
In 1998 he graduated from the University of Lodz, Faculty of Management and Marketing,
specialisation in Accounting, and received a Master’s degree in Management and Marketing.
In 2010 he completed a programme organised by the Nottingham Trent University and the
WSB at the University in Poznań and receive the EMBA (Executive Master of Business
Administration) degree. Grzegorz Grabowicz is also a Statutory Auditor.
Member of the Supervisory Board satisfies the independence criteria provided for in § 20,
section 2 of the Articles of Association
In 2023, the members of the Company's Supervisory Board invested an appropriate amount of time in performing their
responsibilities.
5.7.3 Shares of the Company and related entities held by the Supervisory Board
Members
Supervising persons did not hold shares of the Company.
The supervising persons did not own shares in related entities.
5.7.4 Functions held by members of the Issuer's Supervisory Board in Group
companies
Members of the Supervisory Board of the parent company did not hold any positions in the governing bodies of
subordinated entities during the reporting period.
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Committees of the Supervisory Board
The following committees operate within the Supervisory Board:
Audit Committee;
Remuneration Committee;
Risk Management Committee.
The Supervisory Board performs the tasks of the Remuneration Committee, the Risk Management Committee and the
Nominating Committee collegially by virtue of a resolution adopted by it. Since October 13, 2017, the Audit Committee
has functioned as a separate committee, whereas prior to that date, the tasks of the Audit Committee were performed
collegially by the Supervisory Board.
The Supervisory Board may also appoint other committees. Detailed tasks and rules for the appointment and operation
of committees are defined in the Supervisory Board Regulations.
5.7.5 Audit Committee
In the period from January 1, 2023 to December 31, 2023, the Audit Committee met in the following composition:
NAME AND
SURNAME
FUNCTION
INDEPENDENCE
CRITERIA
CRITERIA OF
FINANCIAL
KNOWLEDGE
THE CRITERION OF
PROFESSIONAL
KNOWLEDGE
Grzegorz Grabowicz
Chairman of the Audit Committee
YES
YES
NO
Jakub Leonkiewicz
Member of the Audit Committee
YES
YES
YES
Bartosz Zabłocki
Member of the Audit Committee
NO
YES
YES
Number of meetings held by the Audit Committee or meetings of the Supervisory Board or other supervisory
or controlling body dedicated to the performance of the Audit Committee's duties
In 2023, 12 meetings of the Company's Audit Committee were held. In 2023, 21 resolutions were adopted at meetings
of the Audit Committee and by circulation, 21 resolutions were adopted. The average attendance rate of the Company's
Audit Committee Members was 94%. Individual attendance of the Company's Supervisory Body Members was
respectively: Grzegorz Grabowicz 92%, Jakub Leonkiewicz 100%, and Bartosz Zablocki 92%.
Responsibilities of the Audit Committee
The Audit Committee's responsibilities include, in particular:
monitoring the financial reporting process;
monitoring the effectiveness of the systems of legal compliance supervision (SLC), internal control (SIC),
internal audit (SIA) including financial reporting and risk management (SRM), including taking note of reports
on the effectiveness of the systems' operation and evaluating them;
monitoring the performance of audit activities, in particular the audit firm's performance of the audit, taking
into account any conclusions and findings arising from the audit of the audit firm;
controlling and monitoring the independence of the statutory auditor and the audit firm, in particular where
services other than the audit are provided to the Company by the audit firm;
presenting offers of audit firms to the Supervisory Board and recommending the selection of a firm to carry
out the audit of the financial statements;
informing the Supervisory Board of the results of the audit and explaining how the audit has contributed to
the integrity of the Company's financial reporting and the role of the Audit Committee in the audit process;
assessing the auditor's independence and approving the auditor's provision of permitted non-audit services
to the Company;
developing a policy for the selection of the audit firm to conduct the audit and reviewing the said document
on a regular basis;
developing a policy on the provision of permitted non-audit services by the audit firm, by affiliates of the
audit firm and by a member of the audit firm's network and reviewing it regularly;
defining the procedure for the selection of the audit firm by the Company and reviewing it regularly;
making a recommendation to the Supervisory Board on the appointment of statutory auditors or audit firms;
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making recommendations to ensure the integrity of the financial reporting process in the Company;
adopting the report on the activities of the Audit Committee for the previous financial year.
Independence criteria and process for XTB Audit Committee Members:
Independent members of the Audit Committee
In the year 2023 in the Audit Committee of XTB, the independent members meeting the prerequisites of independence
listed in Article 129(3) of the Act on Statutory Auditors, Audit Firms and Public Supervision of 11 May 2017 (Journal of
Laws of 2017, item 1089) (the "Act on Auditors") were:
Grzegorz Grabowicz Chairman of the Audit Committee;
Jakub Leonkiewicz Member of the Audit Committee.
Members with knowledge and skills in accounting or auditing financial statements, with an indication of how
they were acquired
The persons listed below, members of the Audit Committee, acquired knowledge and skills in the field of accounting or
auditing financial statements as a result of the education and professional experience described:
Grzegorz Grabowicz In 1998 he graduated from the University of Lodz, Faculty of Management and Marketing,
specialising in Accounting, obtaining a Master's degree in Management and Marketing. In 2010, he completed
a programme organised by Nottingham Trent University and the WSB at the University of Poznań, obtaining
the title of EMBA (Executive Master of Business Administration). He is qualified as a Chartered Accountant. In
addition, in 1998-2003 he worked in the Audit Department at Deloitte, in 2003 he held the position of Financial
Controller at BFF Polska S.A. (formerly Magellan S.A.), and from 2004 to 2017 he was Chief Financial Officer at
BFF Polska S.A.;
Jakub Leonkiewicz Graduated in 2002 with a Master's degree in Finance and Banking from the Warsaw School
of Economics. In 2000, he participated in the CEMS Master Programme (Community of European Management
Schools) at the London School of Economics and was a scholarship holder at the economics department of
Christian-Albrecht Universität zu Kiel. He has gained professional experience at, among others, Roland Berger
Strategy Consultants in Germany and J.P. Morgan;
Bartosz Zabłocki Graduated from the Faculty of Law and Administration of the University of Łódź. From 2005
to June 2022, he was a partner in the law firm P. Grzelka & Wspólnicy sp. k. Since 2006 Bartosz Zablocki also
runs his own business: "Globetroter Bartosz Zablocki". Since March 2021, he has served as a Member of the
Management Board of Kamienica sp. z o.o. He has served as a member of the Company's Supervisory Board
for over six years.
Members with knowledge and skills in the industry in which the Issuer operates, indicating how they were
acquired
Jakub Leonkiewicz has been a member of XTB's Supervisory Board for more than 6 years, which has allowed
him to gain a detailed understanding of the financial industry and the specifications of the stock and OTC
brokerage business (derivatives on currencies, commodities, indices, stocks and bonds) conducted by XTB. In
addition, he worked at Roland Berger Strategy Consultants in Germany from 2001 to 2002. From 2002 to 2015,
he was associated with J.P. Morgan - first as an analyst in the mergers and acquisitions team in London and,
from 2012, as a director of J.P. Morgan in Warsaw, where he was responsible for J.P. Morgan's practice for
Poland and the Baltic States. He currently serves as a partner in the private equity fund Avia Capital;
Bartosz Zabłocki has been a member of the Supervisory Board of XTB for more than 6 years, which has
allowed him to acquire relevant knowledge of the industry. From 2005 until June 2022, he was a partner in the
law firm P. Grzelka & Wspólnicy sp. k.
Information on the provision of permitted non-audit services by the audit firm auditing the financial
statements and on the assessment of the audit firm's independence and consent to the provision of these
services
For 2023, the audit firm PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k.
performed the following permitted non-audit services:
the audit of the separate financial statements and the consolidated financial statements for 2023;
review of the condensed interim financial statements and condensed interim consolidated financial
statements for the period from 1 January 2023 to 30 June 2023;
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a review of the Company's client asset custody process as at 31 December 2023;
an assurance service on compliance with the applicable requirements of the remuneration report prepared by
the Company's Supervisory Board for the year ended 31 December 2023;
performing a verification of the tagging of the annual consolidated financial statements for 2023 with XBRL
tags, in accordance with the ESEF regulation.
The above-mentioned services were performed on the basis of the Supervisory Board's approval after reviewing the
Audit Committee's recommendation of 4 May 2021.
The Audit Committee approved the engagement of the audit firm (i.e. PricewaterhouseCoopers Polska spółka
z ograniczoną odpowiedzialnością Audyt sp.k.) to perform the above permitted non-audit services. The independence
of the auditor's services in the audit process was positively verified before the relevant recommendations were
submitted to the Audit Committee.
5.7.6 Cooperation with the auditor
On 13 October 2017, the Supervisory Board approved three documents governing cooperation with the auditor.
The main features of the Audit Firm Selection Procedure, the Audit Firm Selection Policy and the Policy for the provision
of permitted non-audit services by the audit firm performing the audit (including by affiliates of the audit firm and by a
member of the audit firm's network of permitted non-audit services) are set out in the table below:
Procedure for selecting the audit firm
The purpose of the Procedure is to describe the process
of selecting an audit firm. The Procedure contains
elements, i.e.: request for proposals, evaluation of the
proposals, selection of the proposal, conclusion of the
contract or re-selection.
Audit firm selection policy
The purpose of the Policy is to set out the principles and
criteria for the selection of the audit firm that will carry
out the Company's audit. It describes the criteria for the
selection of entities authorised to carry out the audit; the
criteria for the evaluation of the offers received; the
criteria for the independence assessment carried out by
the Audit Committee; and the rules for the submission
and selection of offers.
Audit firm selection criteria included in the in the Policy:
1.
The company will each time send requests for
proposals to the following audit companies: EY, PwC,
KPMG and Deloitte.
2. The Company's Board of Directors is entitled to make
enquiries of other audit firms than those mentioned in
point 1, provided that they are reputable international
audit firms.
3. In order to ensure the independence of the auditor
and the audit firm, the selection of the audit firm is
made taking into account the rotation rules for the
audit firm and the key
auditor under the Act on
Statutory Auditors and Regulation (EU) No. 537/2014
of the European Parliament and of the Council of 16
April 2014 on specific requirements for the statutory
audit of public-interest entities, repealing Commission
Decision 2005/909/EC, in particular:
a) the maximum period of uninterrupted duration
of the statutory audit engagements referred to,
inter alia, in the second subparagraph of Article
17(1) of the Regulation, carried out by the same
audit firm or by an audit firm affiliated to that
audit firm or
any member of the network
operating in the countries of the European Union
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to which those audit firms belong, shall not
exceed 10 years;
b) the key auditor may not carry out a statutory
audit in the Company for more than 5 years;
c) the key auditor may re-
perform the statutory
audit of the Company after a period of at least 3
years has elapsed since the completion of the last
statutory audit.
4. No enquiries are sent to the audit firm that carried out
the Audits for the previous 10 financial years.
5. The re-submission of a request for proposal to the
audit firm referred to in point 3 may take place 4 years
after the completion of the last Audit carried out by
that firm.
Policy for the provision by the audit firm of permitted
non-audit services.
The purpose of the Policy is to set out the general
principles under which the audit firm performing the
audit may provide services to the Company or to related
parties of the Company. The Policy contains a catalogue
of permitted services.
Recommendation on the selection of the audit firm to carry out the audit
In 2021, the Company's Supervisory Board selected the audit firm PricewaterhouseCoopers Polska spółka z ograniczoną
odpowiedzialnością Audyt sp.k to audit the Company's financial statements for 2021-2023, i.e. to review the Company's
separate and consolidated interim financial statements for the six months ended 30 June 2021; 30 June 2022; 30 June
2023 and to audit the Company's annual separate and consolidated financial statements prepared for the year ended
31 December 2021; 31 December 2022; 31 December 2023. The selection of the new auditor was carried out on the
basis of the Company's Audit Firm Selection Policy and the Procedure for the Selection of an Audit Firm to Audit XTB's
Financial Statements. The essence of the procedure in question was that the Audit Committee analysed the offers
collected in terms of the requirements under the Act on Auditors and the criteria and guidelines specified in the
aforementioned Policy. As a result of analysing and comparing the offers, the Audit Committee recommended two audit
firms to the Supervisory Board, at the same time indicating the offer of PricewaterhouseCoopers Polska Sp. z o.o Audyt
sp.k. as the preferred one.
The Supervisory Board, after reviewing the recommendation, selected the entity preferred by the Audit Committee.
5.7.7 Remuneration Committee
In 2023, the Remuneration Committee of XTB S.A. held four meetings. During the year under review, 5 resolutions were
adopted at the Remuneration Committee meetings. The average attendance of the members of the body was 96%. The
individual attendance of the Company's Remuneration Committee Members was respectively: Jan Byrski 80%, Jakub
Leonkiewicz 100%, Łukasz Baszczyński 100%, Bartosz Zabłocki 100% and Grzegorz Grabowicz 100%.
In the Company, the function of the Remuneration Committee is performed by the entire Supervisory Board. The tasks
of the Remuneration Committee are:
to assist the Board in the preparation of remuneration arrangements in accordance with the variable
remuneration policy ("Remuneration Policy");
providing an opinion on the Remuneration Policy, including the amount and components of remuneration;
reviewing the Remuneration Policy;
overseeing the payment of variable components of remuneration to individuals in positions with a material
impact on the risk profile of the investment firm;
determining the variable components of the remuneration of the members of the Board of Directors, taking
into account the principles described in the Remuneration Policy.
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5.7.8 Risk Management Committee
In 2023, the Risk Management Committee of XTB S.A. held two meetings. During the year under review, 5 resolutions
were adopted at Risk Management Committee meetings. The average attendance rate of the Company's Risk
Management Committee members was 100%.
The function of the Risk Management Committee is performed in the Company by the entire Supervisory Board. Its
main tasks include:
drafting a document on the brokerage house's risk appetite;
giving an opinion on the risk management strategy of the brokerage house developed by the Management
Board;
supporting the Supervisory Board in overseeing the implementation of the brokerage house's risk
management strategy by the Management Board;
reviewing the remuneration policy and rules for its implementation with a view to aligning the remuneration
system with the risks to which the brokerage house is exposed, its capital, liquidity and the likelihood and
timing of its income;
discussing and approving the Statement of Acceptable Level of Risk;
discussing and approving the ICAAP report.
5.8 General Meeting
The manner of functioning of the Company's General Meeting and its powers are contained in the Company's Articles
of Association and in the Regulations of the General Meeting of XTB S.A., Warsaw, which are available on the Company's
website ir.xtb.com in the Corporate Governance section.
5.8.1 Operation of the General Meeting
General Meetings is convened by the Management Board as ordinary or extraordinary.
Ordinary General Meetings are held annually, not later than within six months after the end of the financial year.
Extraordinary General Meetings are convened in the circumstances specified in the Commercial Companies Code or in
the Articles of Association and also if the authorities or persons authorised to convene General Meetings believe such
to be necessary.
Ordinary General Meeting may be convened by the Supervisory Board, if the Management Board fails to convene it on
time. The Supervisory Board may also convene the extraordinary General Meeting if it deems it necessary. The right to
convene an extraordinary General Meeting is also vested with the Company’s shareholders representing at least one-
half of the Company’s share capital or at least one-half of the total number of votes in the Company. In such case, the
Company’s shareholders will appoint the chairman of such General Meeting.
Furthermore, a shareholder or shareholders of the Company representing at least one-twentieth of the Company’s
share capital may request that an extraordinary General Meeting be convened and that certain matters be placed on
the agenda of such General Meeting. The request to convene the extraordinary General Meeting must be submitted to
the Management Board in writing or in electronic form. If within two weeks from the submission of such request to the
Management Board the extraordinary General Meeting is not convened, the registry court may authorise the
Companys shareholders submitting such request to convene an extraordinary General Meeting. In such case, the
chairman of the General Meeting is appointed by the court.
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5.8.2 Competences of the General Meeting
According to the Commercial Code of Companies, tasks of the General Meeting include in particular:
the consideration and approval of the Management Board’s report on the Company’s Operations and the
financial statements for the previous financial year,
the granting of a vote of approval to the members of the Management Board and the Supervisory Board with
respect to the performance of their duties,
decisions regarding claims for the redress of damage caused while establishing the Company or exercising
management or supervision over the Company,
the sale or lease of the Company’s enterprise or an organised part thereof and the establishment of a limited
property right thereon,
making a distribution of profit or covering of losses,
issue of convertible bonds or bonds with priority rights and subscription warrants, referred to in art. 453 § 2 of
the CCC,
liquidation of the Company,
the acquisition of own shares for redemption, redemption and reduction of share capital of the Company,
the merger, transformation or split of the Company,
amending the Articles of Association of the Company.
According to the Articles of Association, the competences of the General Meetings include also:
the approval of the Regulations of the Management Board,
the adoption of the Regulations of the Supervisory Board,
the determination of the rules and amount of the remuneration of the members of the Supervisory Board,
the creation, drawing upon and liquidation of reserve capitals and other special-purpose funds and the drawing
upon the supplementary capital.
The resolutions of the General Meeting passed by an absolute majority of votes, unless the law or the Articles of
Association provide for stricter requirements for the adoption of the resolution.
As of the Dematerialisation Date, the General Meeting will be deemed to have been validly convened regardless of the
number of shares represented thereat, provided that the General Meeting will be able to adopt a resolution regarding
the amendment to § 15, sections 3 and 4 of the Articles of Association only in the presence of shareholders representing
at least 2/3 (two-thirds) of the overall number of votes a the General Meeting.
5.8.3 Rights and obligations related to the Shares
Certain rights and obligations related to the Shares are presented below. The issues regarding the rights and obligations
related to the shares are specifically regulated under the Polish Commercial Companies Code, the Act on Public
Offering, the Act on Trading in Financial Instruments and the Articles of Association.
The Articles of Association do not contain provisions regarding the threshold amount of shares owned, beyond which
it is necessary to state the shareholding of the Company shareholder or contain provisions imposing stricter conditions
governing changes in capital than specified by the applicable law.
Right to dispose of the Shares
The shareholders of the Company have the right to dispose of shares. Disposal of shares consists of their disposal
(transfer of ownership) and other forms of the ordinance, including pledging, establishing rights of use and their lease.
Dividend
The shareholders of the Company have the right to participate in the profit, which will be shown in the annual financial
statement audited by the statutory auditor, designated by the resolution of the General Meeting for payment to the
shareholders of the Company (right to dividend).
The Ordinary General Meeting is the body authorized to make decisions on the distribution of the Company's profit and
dividend payment. The Ordinary General Meeting of Shareholders adopts a resolution on whether and what part of the
Company's profit shown in the financial statements, audited by the statutory auditor, should be used to pay dividends.
The Ordinary General Meeting should take place within six months after the end of each financial year (the financial
year corresponds to the calendar year), i.e. by the end of June.
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The Ordinary General Meeting also sets the date of the dividend and the date of dividend payment. The dividend day
may be designated as at the date of adoption of the resolution on the distribution of profit or within the next three
months, counting from that day.
The amount to be distributed among the shareholders of the Company may not exceed the profit for the last financial
year, increased by undistributed profits from previous years, and amounts transferred from the supplementary and
reserve capital created from profit, which may be allocated for the payment of dividends. However, this amount should
be reduced by uncovered losses, own shares and amounts that, according to the Commercial Companies Code or the
Articles of Association, should be allocated from the profit for the last financial year to supplementary or reserve capital.
The Management Board may pay shareholders an advance on the anticipated dividend at the end of the financial year
if the Company has sufficient funds to pay. The advance payment requires the consent of the Supervisory Board. The
company may pay an advance if its approved financial statements for the previous financial year show profit. The
advance may amount to at most half of the profit earned from the end of the previous financial year, shown in the
financial statements audited by the statutory auditor, increased by reserve capital created from profit, which the
Management Board may use to distribute advances and reduced by uncovered losses and own shares.
The right to dividend is payable to persons on accounts of which dematerialized shares (bearer shares) are kept on the
dividend day and to entities authorized to sell dematerialized Shares on a collective account.
A shareholder's claim against the Company for payment of a dividend may be made within 10 years, starting from the
date of adoption by the ordinary General Meeting of a resolution to allocate all or part of the Company's profit to be
paid to shareholders. After this date, the Company may evade payment of the dividend, raising the plea of limitation.
Terms of payment of dividend
The conditions for the receipt of dividends by the shareholders of the Company correspond to the rules adopted for
public companies. The resolution on dividend payment should indicate the date of determining the right to dividend
(dividend day) and the dividend payment date. Subject to the provisions of the Rules and Regulations of the NDS, the
dividend day may be designated as at the date of adoption of the resolution or within the next three months, counting
from that day. The dividend is paid on the day specified in the resolution of the General Meeting, and if the resolution
of the General Meeting does not specify such a day, the dividend is paid on the day determined by the Supervisory
Board.
Subscription right
The shareholders of the Company have the right to subscribe for the new shares of the Company in relation to the
number of Shares held (pre-emptive right). The Company's shareholders have the right of priority to acquire new shares
of the Company in relation to the number of Shares held, with the pre-emptive right also for issuing securities
convertible into shares of the Company or incorporating the right to subscribe for shares of the Company.
The resolution on increasing the share capital of the Company should indicate the day according to which the
shareholders of the Company are designated who have the right to collect new shares (day of subscription right). The
subscription right can’t be determined later than within six months from the day the resolution was passed.
The agenda of the General Meeting at which a resolution to increase the share capital of the Company is to be adopted
should specify the proposed day of subscription right. Depriving the Company's shareholders of the right to acquire
the shares of the new issue of the Company may take place only in the interest of the Company and in the event that it
was announced in the agenda of the General Meeting. The Management Board presents the General Meeting with
a written opinion justifying the reasons for the deprivation of the pre-emptive right and the proposed issue price of
new shares of the Company or the method of its determination. A majority of at least four fifths of votes is required to
pass a resolution regarding the deprivation of the Company's shareholders rights.
The above-mentioned requirements regarding the adoption of a resolution regarding the deprivation of the current
shareholders of the Company's pre-emptive rights are not applicable if:
the resolution on capital increase states that the new shares of the Company are to be fully covered by the
financial institution (underwriter), with the obligation to offer them to the shareholders of the Company in
order to enable them to exercise the pre-emptive right on the terms specified in the resolution;
the resolution states that the new shares of the Company are to be taken up by the underwriter in the event
that the shareholders of the Company, with whom the pre-emptive right is used, will not take part or all of the
shares offered to them.
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Right to a share in the assets in the case of the liquidation of the Company
If the Company is liquidated, the assets remaining after the satisfaction or securing of the creditors of the Company are
divided between the shareholders of the Company on a pro rata basis to their contributions to the share capital.
The right to participate in the General Meeting and voting rights
The shareholder exercises the right to vote at General Meetings. Pursuant to the Code of Commercial Companies,
General Meetings may be ordinary (ordinary General Meetings) or extraordinary (Extraordinary General Meetings).
Each Action gives the right to one vote at the General Meeting.
A shareholder of the Company may participate in the General Meeting and exercise the right to vote in person or
through a proxy. A shareholder of the Company intending to participate in the General Meeting through a proxy must
give the proxy proxies in writing or in electronic form. The Company takes appropriate actions to identify the Company's
shareholder and proxy in order to verify the validity of the power of attorney granted in electronic form.
A detailed description of the manner of verifying the validity of the power of attorney granted in electronic form includes
an announcement on convening the General Meeting.
Pursuant to the Articles of Association, participation in the General Meeting by means of electronic communication is
allowed, subject to the following. In the event that the announcement on convening the General Meeting contains
information about the possibility of shareholders participating in the General Meeting using electronic means of
communication, the Company is obliged to provide shareholders with the opportunity to participate in the General
Meeting using electronic means of communication.
The detailed rules for conducting the General Meeting using electronic means of communication are determined by the
Management Board, taking into account the provisions of the Regulations of the General Meeting. The Management
Board announces the rules on the Company's website along with the announcement on convening the General Meeting.
A shareholder of the Company holding shares registered on more than one securities account may appoint separate
proxies to exercise the rights attached to shares registered on each account.
If a representative of a shareholder of the Company at the General Meeting is a member of the Management Board,
a member of the Supervisory Board, liquidator, employee of the Company or a member of the bodies or employee of
a subsidiary or a subsidiary of the Company, the power of attorney may authorize to represent only one General
Meeting.
The proxy is obliged to disclose to the shareholder of the Company circumstances indicating the existence or the
possibility of a conflict of interests. In this case, granting a further power of attorney is unacceptable. The proxy referred
to above votes in accordance with the instructions provided by the shareholder of the Company.
Each share gives the right to one vote at the General Meeting. The Articles of Association do not provide for voting
preference. A shareholder may vote differently from each of the shares held. A proxy may represent more than one
shareholder of the Company and vote differently from the shares of each shareholder of the Company.
A shareholder of the Company may not, either personally or by proxy, vote on adopting resolutions regarding his liability
towards the Company for any reason, including granting a vote of acceptance, exemption from obligations towards the
Company and a dispute between him and the Company. The above limitation does not apply to voting by a shareholder
of the Company as a proxy of another shareholder when adopting resolutions regarding the person referred to above.
Only persons who are shareholders of the Company sixteen days before the date of the General Meeting (day of
registration of participation in the General Meeting) have the right to participate in the General Meeting. In order to
participate in the General Meeting, those entitled from the dematerialized Bearer Stocks of the Company should
request the entity maintaining their securities account to issue a personal certificate on the right to participate in the
General Meeting. The demand should be presented not earlier than after the announcement of convening the General
Meeting and no later than the first weekday after the date of registration of participation in the General Meeting.
Holders of registered shares and temporary certificates, as well as pledgees and users who have the right to vote, have
the right to participate in the General Meeting, if they are entered into the book of shares on the day of registration of
participation in the General Meeting.
The list of persons entitled to participate in the General Meeting is determined on the basis of the list prepared by the
entity keeping the securities deposit in accordance with the Act on Trading in Financial Instruments and on the basis
disclosed in the Company's share register on the day of registration of participation in the General Meeting. The above
list is displayed at the Company's office for three days preceding the day of the General Meeting. The Company's
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shareholder may request that the list of shareholders entitled to participate in the General Meeting be sent to him free
of charge via e-mail, providing his own e-mail address to which the list should be sent.
In relation to shares registered on a collective account, a certificate confirming the right to participate in the General
Meeting shall be a document with appropriate content issued by the holder of the said account. If the omnibus account
is maintained by NDS (or an entity employed by NDS to perform duties related to the maintenance of securities),
information on the holder of such an account should be disclosed to NDS (or an entity employed by NDS to perform
duties related to the operation of the securities depository) ) by the entity conducting a collective account for it before
the first issue of such a document.
On the basis of the above-mentioned documents, the omnibus account holder will prepare a list of persons authorized
to participate in the General Meeting. If the omnibus account holder is not a NDS participant (or a bank employed by
NDS in order to perform duties related to the securities depository), the list of persons authorized to participate in the
General Meeting is delivered through a NDS participant (or a bank that NDS has employed to perform its duties
associated with keeping a securities depository).
The Company's shareholder may transfer the Shares in the period between the date of registration of participation in
the General Meeting and the date of closing the General Meeting.
Right to place particular matters on the agenda
A shareholder or shareholders of the Company representing at least one twentieth of the Company's share capital may
request that specific matters be placed on the agenda of the next General Meeting. The request should be submitted
to the Management Board no later than twenty one days before the set date of the General Meeting. The request may
be submitted in electronic form. The Management Board is obliged to announce immediately, but no later than eighteen
days before the set date of the General Meeting, changes to the agenda introduced at the request of the Company's
shareholders. The announcement is made in a manner appropriate for convening the General Meeting.
Manner in which the General Meeting is convened
The General Meeting is convened through an announcement made on the Company's website and in a manner
specified for the provision of current information in accordance with the Act on Public Offering. The announcement
should be made at least twenty-six days before the date of the General Meeting. The announcement about the General
Meeting should include in particular:
the date, time and place of the General Meeting and the detailed agenda,
a precise description of the procedures for participation in the General Meeting and the exercise of voting
rights,
day of registering participation in the General Meeting,
information that only persons who are shareholders of the Company on the registration date of participation
in the General Meeting have the right to participate in the General Meeting,
an indication of where and how a person entitled to participate in the General Meeting may obtain the full text
of documentation to be presented to the General Meeting and draft resolutions or, if no resolutions are
envisaged, comments of the Management Board or Supervisory Board regarding matters introduced into the
agenda the General Meeting or issues that are to be included in the agenda before the date of the General
Meeting,
indication of the address of the website on which information on the General Meeting will be made available.
Pursuant to the Regulation on Reports, the Company will be required to submit in the form of a current report, among
others the date, time and place of the General Meeting together with its detailed agenda.
In addition, in the event of a planned amendment to the Statute, the current provisions, the content of the proposed
amendments and if, due to a large scope of intended changes, the Company makes a decision to prepare a new uniform
text, the new uniform text of the Articles of Association together with the calculation of its new provisions. The content
of draft resolutions and attachments to the projects to be discussed at the General Meeting that are relevant to the
resolutions adopted shall also be announced in the form of a current report.
Venue of the General Meeting
General Meetings are held in the Company’s registered office.
Right to propose draft resolutions to the Company
A shareholder or shareholders of the Company representing at least one-twentieth of the share capital may submit to
the Company in writing or using electronic communication means draft resolutions regarding matters included in the
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agenda of the General Meeting or issues to be included in the agenda prior to the date of the General Meeting. The
company immediately publishes draft resolutions on its website.
Right to demand the issuance of duplicates of motions
Each shareholder of the Company has the right to demand copies of motions regarding issues included in the agenda
of the next General Meeting. Such a request should be submitted to the Management Board, no later than one week
before the General Meeting.
Right to demand that the list of participants of the General Meeting be verified
Immediately after the election of the chairman of the General Meeting, an attendance list containing a list of participants
of the General Meeting should be drawn up, specifying the number of shares of the Company that each of them
presents and their votes. The attendance list should be signed by the chairman of the General Meeting and presented
during the meeting. At the request of shareholders holding one-tenth of the share capital represented at the General
Meeting, the attendance list should be checked by a committee elected for this purpose, composed of at least three
persons. Applicants have the right to choose one member of the commission.
Right to information
The Management Board is obliged to provide the Company's shareholder, during the General Meeting, upon request
with information regarding the Company, if it is justified for the assessment of a matter covered by the agenda of the
General Meeting. If there are important reasons to do so, the Management Board may provide information in writing
outside the General Meeting. In such a case, the Management Board is obliged to provide information not later than
within two weeks from the day the shareholder filed a request at the General Meeting.
The Management Board refuses to provide information if it could cause damage to the Company, a company associated
with the Company or a company or a cooperative subsidiary of the Company, in particular by disclosing technical,
commercial or organizational secrets of the company. A member of the Management Board may refuse to provide
information if the provision of information could be the basis of his criminal, civil or administrative liability.
The information provided to the Company shareholder should be made available to the public in the form of a current
report.
A shareholder who was refused to disclose the information requested during the General Meeting and who filed an
objection to the Minutes may submit an application to the registry court to oblige the Management Board to provide
information. Such a request should be submitted within one week from the end of the General Meeting at which
information was refused. A shareholder may also submit an application to the registry court for obliging the Company
to publish information provided to another shareholder outside the General Meeting. Pursuant to the Regulation on
Reports, the Company will be obliged to provide in the form of a current report information provided to a shareholder
following the Management Board's obligation by the registry court in the cases referred to above.
Right to demand the issuance of duplicates of the annual financial statements
Each shareholder of the Company has the right to request copies of the Management Board's report on the Company's
operations and financial statements along with a copy of the Supervisory Board's report and the auditor's opinion no
later than fifteen days before the General Meeting.
Right to request the election of the Supervisory Board by separate groups
At the request of the Company's shareholders representing at least one fifth of the Company's share capital, the
Supervisory Board should be elected by the next General Meeting by voting in separate groups. In this case, the mode
provided for in the Statute will not be applicable and the shareholders will apply the procedure provided for in the Code
of Commercial Companies. The mechanism of such selection is as follows: the total number of Company shares is
divided by the total number of members of the Company's Supervisory Board. Shareholders who represent such
a number of shares may form a separate group to elect one member of the Supervisory Board and may not vote in the
selection of other members. If, after a vote in the voting mode, separate groups in the Supervisory Board remain
vacancies, shareholders who have not participated in the creation of any group will be entitled to elect other members
of the Supervisory Board. If the election of the Supervisory Board is made by way of voting in separate groups, the
limitation of the preference for voting rights does not apply, and each Action gives the right to one vote, excluding
restrictions on shares that do not entitle to exercise voting rights.
Right to appeal against the resolutions of the General Meeting
The Company's shareholders are entitled to appeal against resolutions adopted by the General Meeting by way of an
action to repeal a resolution or an action for annulment of a resolution.
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Action for the revocation of a resolution
A resolution of the General Meeting that is contrary to the Statute or decency and which harms the interest of the
Company or intended to harm a shareholder of the Company may be appealed against by way of action against the
Company for repealing the resolution.
An action to cancel a resolution of the General Meeting should be brought within one month from the date of receipt
of information about the resolution, however not later than within three months from the date of adopting the
resolution.
Action to have a resolution declared invalid
A resolution of the General Meeting contrary to the Act may be challenged by an action brought against the Company
for the annulment of a resolution.
An action for annulment of a resolution of the General Meeting should be brought within thirty days from the date of
its announcement, but no later than one year from the date of adoption of the resolution.
Entities authorised to challenge resolutions of the General Meeting
The following persons have the right to file an action seeking to have a resolution of the General Meeting declared
invalid or an action for the revocation of a resolution of the General Meeting:
the Management Board, the Supervisory Board and the individual members thereof;
a shareholder of the Company who voted against the resolution and who upon the adoption thereof requested
that his objection be recorded in the minutes of the General Meeting;
a shareholder of the Company who was refused participation in the General Meeting without providing a good
reason;
the shareholders of the Company who were not present at the General Meeting only if the General Meeting
was improperly convened or in the case of a resolution on a matter which was not included on the agenda.
Change to the Rights Entrusted with the Company’s Shareholders
A change in the rights of shareholders in the form of amending the provisions of the Statute requires a resolution of
the General Meeting adopted by a three-fourths majority of votes and an entry in the Register of Entrepreneurs of the
National Court Register. In addition, a resolution to amend the Articles of Association, increasing the benefits of the
Company's shareholders or reducing the rights granted personally to the Company's shareholders, requires the
consent of all shareholders of the Company to whom it applies.
Redemption of Shares
Shares may be redeemed by way of a decrease in the share capital of the Company, however, the redemption requires
the consent of the shareholder of the Company. The Statute does not contain a provision regarding the compulsory
retirement of the Shares.
The conditions, legal basis and procedure for redemption of shares and the amount of remuneration for redeemed
shares or justification for redemption without remuneration shall be determined each time by the General Meeting in
the form of a resolution
Right to Request the Appointment of a Special-Purpose Auditor
According to art. 84 of the Act on Public Offer, at the request of a shareholder or shareholders of the Company, holding
at least 5% of the total number of votes, the General Meeting may adopt a resolution regarding the examination by
a court expert of a specific issue related to the creation of the Company or conducting its affairs. These shareholders
may, for this purpose, request that an extraordinary General Meeting be convened or that the matter of adopting this
resolution be placed on the agenda of the next General Meeting. If the shareholders decide to take advantage of the
first option and within two weeks from the date of requesting convening such a General Meeting, the Extraordinary
General Meeting will not be convened, the registry court may authorize the shareholders of the Company to submit the
request to convene an extraordinary General Meeting. The court appoints the chairman of this General Meeting. If
shareholders decide to use the second option and request that the resolution be placed on the agenda of the next
General Meeting, such request must be delivered to the Management Board in writing no later than twenty one days
before the planned date of the General Meeting.
The resolution of the General Meeting on the selection of the auditor for special matters should specify in particular:
the data of the special-purpose auditor, which auditor should be approved in writing by the requesting
shareholder;
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the subject and the scope of the audit, which should comply with the contents of the request, unless the
requesting party consented in writing to change the subject and scope of the audit;
the types of documents that should be made available to the auditor by the Company; and
the start date of the audit, which should not be later than three months from the date of the adoption of the
resolution.
If the General Meeting fails to adopt the resolution in accordance with the request or adopts such resolution in breach
of Article 84 clause 4 of the Act on Public Offering, the requesting parties may, within 14 days of the date of the adoption
of the resolution, request that the registry court appoint the identified entity as a special purpose auditor.
The auditor for special matters may only be an entity having the expertise and qualifications necessary to examine the
matter specified in the resolution of the General Meeting, which will ensure the preparation of a reliable and objective
audit report. The auditor for special matters may not be an entity providing services to the Company, its parent or
subsidiary in the audited period, as well as its parent entity or a significant investor within the meaning of the Accounting
Act. The auditor for special matters may also not be an entity that belongs to the same capital group as the entity that
provided the services referred to above.
The Management Board and the Supervisory Board are required to make available to the special-purpose auditor such
documents as have been specified in the resolution of the General Meeting upon the appointment of the special
purpose auditor, or upon the decision of the court on the appointment of the special purpose auditor, and to provide
the auditor with the explanations necessary for carrying out the audit.
The special purpose auditor is required to present to the Management Board and the Supervisory Board of the company
a written report on the audit results. The Management Board is required to announce the report in the form of a current
report. The report of the special purpose auditor may not disclose information that constitutes a technical, trade or
organisational secret of the Company, unless it is necessary for justifying the position presented in the report.
The Management Board is required to submit a report on the consideration of the audit findings at the next General
Meeting.
5.9 Company's Articles of Association
The current Articles of Association of XTB S.A. were adopted by the Extraordinary General Meeting of XTB S.A. on 31 July
2023. The current content of the document is available on the Company's Investor Relations sub-page at:
https://ir.xtb.com/en/corporate-governance/articles-od-association/
Change in the company's Articles of Association
Amendments to the Company's Articles of Association, in accordance with the provisions of the Commercial Companies
Code, fall within the competence of the General Meeting. A resolution to amend the Articles of Association is adopted
by a three-quarters majority.
A resolution concerning an amendment to the Articles of Association which increases the benefits of shareholders or
depletes the rights granted personally to individual shareholders pursuant to Article 354 of the Code of Commercial
Companies requires the consent of all the shareholders concerned.
5.10 The main features of internal control and risk management in relations to the
process of preparing separate and consolidated financial statements
The system of internal control and risk management in relation to the process of preparing separate financial
statements and consolidated financial is directly under the Management Board of the parent company. Supervision
over the process of preparation of financial statements lies with the Financial Director. Financial statements are
prepared by the Finance and Accounting Department of the parent company under the supervision of the Chief
Accountant. The Parent Company also controls and analyses costs in terms of financial targets.
In order to eliminate the risks associated with the preparation of financial statements, also of the Group subsidiaries
are annually audited by the independent auditor. The Group constantly monitors the performance of individual areas
and compares to financial targets. The annual financial statements of the Parent Company and the annual consolidated
financial statements of the Group are audited by an independent auditor. While the half-year financial statements of
the Parent Company and consolidated half-year financial statements of the Group are reviewed by the certified auditor.
The quarterly and half-yearly condensed consolidated financial statements of the Group as well as the annual financial
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statements of the Parent Company and the Group are approved prior to publication by the Management Board of the
Parent Company.
5.11 Remuneration Policy
According to the internal system of remuneration, employees receive salary for the work corresponding to the type of
work performed and the qualifications required for its performance, taking into account the quality and quantity of
work performed.
5.11.1 Remuneration of the Management Board members
The remuneration model for XTB S.A.'s Management Board Members includes fixed remuneration, variable
remuneration and non-cash benefits. The principles and amount of remuneration of the Members of the Company's
Management Board are determined by the Supervisory Board. Members of the Management Board receive
remuneration on the basis of employment contracts for an indefinite period.
The remuneration of the members of the Management Board is determined adequately to their function and adequate
to the scale of the company's activities, and consists of:
fixed remuneration which is part of the total remuneration of the members of the Management Board,
corresponds to the type of work performed by individual members of the Management Board and the
qualifications necessary for its performance, as well as taking into account the quantity, evaluation and quality
of the work provided. An important factor taken into account is also the extent of the organisational
responsibility of the Board Member concerned. When determining the amount of fixed remuneration, the
Members of the Supervisory Board take into account the situation on the local labour market in such a way
that the level of remuneration does not encourage the Members of the Management Board to take excessive
risks in order to obtain the variable component of remuneration;
variable remuneration represents an annual bonus dependent on the achievement of management
objectives. The variable remuneration depends on the balanced and risk-adjusted performance of the
individual Board Members, as well as the performance of the Company and the Group.
The members of the Management Board are informed of the objectives set and the evaluation principles on
which the award and the amount of the variable remuneration components depend. The variable components
of remuneration depend, inter alia, on the individual's performance, taking into account the Company's
business risks.
The ratio of the variable remuneration components to the fixed remuneration components may not exceed
200% with respect to each Member of the Management Board and, in the case of the Member of the
Management Board responsible for Risk, the ratio may not exceed 100%.
The payment of variable remuneration components is spread over tranches, taking into account the long-term
interests of the Company. The entire variable components of remuneration were awarded in XTB's own shares.
At least 40% of the variable components of remuneration paid in the form of financial instruments are settled
and paid over a period of three to five years, the period being determined taking into account the business
cycle, the nature and risks of the business and the responsibilities of the individual concerned. Where the
variable remuneration does not exceed the PLN equivalent of EUR 50 000 and ¼ of the total annual
remuneration of the Board Member, it shall not be deferred.
Where the amount of that person's total remuneration in the previous financial year exceeds the PLN
equivalent of EUR 1 000 000 deferral applies to 60% of the variable remuneration components.
non-monetary benefits the remuneration in the form of a non-monetary benefit granted to the Members
of the Management Board is a remuneration that includes:
pension and retirement plan (PPK);
additional non-wage benefits, including min. Private medical care, Multisport card, insurance;
the use of Company equipment, including a company car, computers, telephones, as well as access to
literature and trade press;
opportunity to participate in training;
remuneration in the form of non-cash benefits is also available to other employees of the Company.
Compensation in the form of non-cash benefits is also available to other employees of the Company.
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As non-competition agreements have been entered into with the members of the Management Board, for compliance
with this non-competition agreement, the members of the Management Board are entitled to compensation upon
termination of their employment, the amount of which is set out as follows:
The member of the Management Board - Mr Paweł Szejko is entitled to compensation equal to 50% of the
gross remuneration received by the employee prior to the termination of the employment relationship for
a period corresponding to the period of the non-compete, payable in 12 monthly instalments.
The tables below provide information on the total remuneration payable to the members of the Executive Board for
2023 and 2022. Fixed remuneration, consisting of base salary, pension plan (PPK), additional non-cash benefits and
variable remuneration. In 2023 and 2022, the members of the Company's Management Board received remuneration
on the basis of employment contracts
Fixed remuneration
NAME AND SURNAME
FIXED REMUNERATION RECEIVABLE FROM THE
COMPANY IN THE YEAR: (PLN '000)
2023
2022
Omar Arnaout
1 124
986
Filip Kaczmarzyk
788
689
Paweł Szejko
566
497
Jakub Kubacki
510 450
Andrzej Przybylski
501
435
Variable remuneration
NAME AND SURNAME
VARIABLE REMUNERATION RECEIVABLE FROM
THE COMPANY IN THE YEAR: (PLN '000)
2023 2022
Omar Arnaout
1 059
1 200
Filip Kaczmarzyk
741
840
Paweł Szejko
529
600
Jakub Kubacki
388
440
Andrzej Przybylski
253
220
From now on, variable remuneration is awarded in the Company's own shares. The shares granted are subject to
restrictions on their disposal. The disposition of 40% of the variable remuneration is restricted for 3 consecutive years.
The possibility to freely dispose of further tranches of granted shares follows the date of publication of the annual
report to the WSE containing the consolidated financial statements for the subsequent financial years following the
year for which the variable remuneration is granted.
A member of the Management Board to whom, as part of the variable remuneration components, property rights
exercised through cash settlement (synthetic shares) have been granted may make a first cash call to the Company
after the grant date, i.e. after the date on which the derivative financial instrument contract is signed. A further call may
be made after 12 months and a third call after 24 months from the date of the derivative financial instrument
agreement. Subsequent calls may be made 36 months after the conclusion of the derivative financial instrument
contract. The value of each synthetic share shall be equal to the price of the Company's shares at the close of trading
on the Warsaw Stock Exchange on the seventh day after the date of publication of the report containing the Company's
consolidated financial statements for the preceding financial year or, if there is no such price on that date, equal to the
first closing price published by the WSE after that date. The value of each synthetic share is invariable over time.
Non-salary benefits accruing to individual board members and key managers include health benefits, holiday benefits,
recreational and sports benefits and Christmas vouchers. In addition, during the reporting period, board members Filip
Kaczmarzyk, Jakub Kubacki had a company car at their disposal.
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5.11.2 Agreements concluded with the management, including compensation in
case of resignation or dismissal from the position without a material ground
or their removal or dismissal is due to the Company’s merger by acquisition
As at 31 December 2023, and as at the date of publication of this report in the Parent Company and the Group
companies there were no agreements with management providing for compensation in case of their resignation or
dismissal from the position without a material reason or if their removal or dismissal is due to merger of the Parent
Company by acquisition.
5.11.3 Remuneration of the Supervisory Board members
The table below provides information on the remuneration due to members of the Supervisory Board. It consists of
fixed remuneration components and non-cash benefits. In 2023 and 2022, the members of the Supervisory Board of
the Company received remuneration by virtue of the appointment relationship. The principles and the amount of
remuneration of the members of the Supervisory Board are determined by the General Meeting of Shareholders by
resolution:
NAME AND SURNAME
FIXED REMUNERATION RECEIVED FROM THE
COMPANY IN THE YEAR:
(IN PLN’000)
2023 2022
Jan Byrski 65 58
Jakub Leonkiewicz
59
49
Łukasz Baszczyński 60 49
Bartosz Zabłocki
60
49
Grzegorz Grabowicz
60
49
5.11.4 Information on liabilities arising from pensions and similar benefits for
former members of management, supervisory and administrative bodies
As at 31 December 2023 there were no liabilities arising from pensions and similar benefits for former members of
management, supervisory or administrative bodies, as well as no liabilities incurred in relation with these pensions.
5.11.5 Changes in the remuneration policy
On 31 July 2023, the Extraordinary General Meeting of the Company adopted the Variable Remuneration Award Policy,
the Fixed Remuneration Award Policy for Members of the Management Board and Members of the Supervisory Board
and the Incentive Scheme Regulations for persons with significant influence on the Company's risk profile.
5.11.6 Assessment of the remuneration policy
The general principles of the remuneration policy are aimed to ensure the coherence of the system of remuneration
and additional benefits for employees with the strategy of long-term development of the company and taking into
account the costs adopted in the financial plan, while maintaining compliance of risk management and stability of the
company.
Additionally, assumptions of the variable components of the remuneration for persons in key positions, which should
strengthen the relationship between the amount of the variable part of the remuneration and the implementation of
long-term company growth, contributes significantly to the stabilization of the company's operations and its
shareholder value growth.
Evaluation of the remuneration policy is under the Supervisory Board, which exercises ongoing supervision over the
adopted remuneration policy, subjects them to review and makes recommendations to the Management Board as to
possible changes in order to ensure a competitive level and effectiveness of remunerations, and ensuring their
transparency, compliance with legal regulations and internal justice. Additionally, the remuneration policy for Members
of the Management Board and Members of the Supervisory Board is subject to adoption by a resolution of the General
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Meeting adopted by a simple majority of votes. In addition, the Supervisory Board annually reviews the application of
the Remuneration Policy and prepares a remuneration report.
5.11.7 Sponsorship, charity and similar activities
XTB makes every effort to ensure that the actions taken strengthen the organisation in the area of social responsibility,
taking into account environmental and climate protection and consciously and efficiently managing natural resources.
To this end, the XTB Capital Group's ESG Strategy was adopted in Q4 2021, under which the Company emphasises the
implementation of commitments with an environmental and sustainability focus.
All activities in the area of social responsibility are implemented by the XTB Capital Group and the XTB Foundation,
established in December 2020.
XTB's charitable activities are one of the cornerstones of its dialogue with society. Its aim is to reach the most needy
places.
Accordingly, in 2023, XTB Capital Group S.A. made a donation of PLN 100,000 in cooperation with UNICEF to help victims
following the earthquake in Turkey and Syria.
In addition to the donations, in 2023 the Company enabled 39 employees to use a total of 320 hours in employee
volunteering. In 2023, the XTB Foundation donated a total of PLN 50 000 to charity.
In addition, in cooperation with an external agency, the Foundation carried out a survey on savings of young Poles, the
results of which were published in the report "Dreams and plans of young Polish women and men". The aim of the
survey was to identify the most important dreams of young citizens, the realisation of which is prevented by their
financial situation. Their approach to saving and investing was also analysed, both in terms of behaviour and
accompanying beliefs. Increasing economic awareness among younger generations is becoming one of the main
priorities.
The most significant environmental action in 2023 was the XTB Foundation's involvement in cooperation with the Forest
Forever Foundation. As a result, in October 2023, XTB employees planted more than 2 000 trees in an area of 12 000
m2, creating a biodiverse deciduous 'XTB Forest' located in Mieleszkowice Pawlowice in the Podlaskie Voivodeship. The
planted forest is a self-regulating system that functions as a CO2 store, soil stabiliser, water reservoir, habitat for many
organisms, biodiversity refuge and oxygen producer.
In 2023, XTB Employees also once again got involved in the collection for the Noble Parcel, which allowed them to
purchase products to meet the needs of a selected family. In 2023, the Company also played with the Great Orchestra
of Christmas Charity during the 31st Finale. The following items were donated to charity auctions:
Real Madrid shirt autographed by Iker Casillas;
Kuba Przygoński's Dakar'23 gloves and Team GB sweatshirt;
UFC gloves autographed by Joanna Jedrzejczyk.
Thanks to the above auctions, it was possible to support the campaign with a total of PLN 10 557.
XTB also finances projects related to the promotion of sports activities among employees, supporting, among others,
the XTB team playing in the business football league or the XTB Running Team, which celebrated its 5th anniversary in
2023. In 2023, the XTB Running Team once again took part in the Janusz Kusociński Night Relay Run, placing 33rd out
of 127 teams. Shortly afterwards, it also took part in the 32nd Warsaw Uprising Run. The event brought together almost
8 000 runners to commemorate the events of 1944. In the near future, a number of activities and events are planned
to increase employee involvement in various sports and promote a healthy lifestyle.
5.11.8 Description of diversity policy
As part of the policy of diversity, XTB S.A. also promotes and supports charitable initiatives initiated by its employees.
Managing diversity also consists of including provisions for preventing discrimination and mobbing as well as other
regulations which specify the standards for equal treatment, protection against violence, harassment or unfair dismissal
in the policies and procedures in place at XTB. The principles of equal treatment in employment are described in the
Company’s internal documents, among others, in the Labour Regulations, and are freely available to all employees. All
employees and associates are required to react if they witness the exclusion or stigmatization of associates in
accordance with the applicable Anonymous Reporting Procedure.
In the scope of diversification in connection with the selection of XTB S.A. authorities the Company has implemented
the Diversity Policy in relation to the Members of the Management Board of the Company. The company provides
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a variety of qualifications and competences in terms of education, professional experience and the skills of the selected
staff, including the managerial staff, in order to guarantee comprehensive and reliable performance of the tasks
entrusted to it. In addition, as part of the Diversity Policy during recruitment to the authorities of the Company in XTB
S.A. professional qualifications, reputation, professional experience, predispositions to perform duties within a given
position or function, as well as gender, age, place of origin and education are taken into account.
The members of the Company’s authorities are specialists in various areas of knowledge and are equipped with varied
industry-specific experience which corresponds to the functions they currently perform. The individual competencies
of the members of the Company’s authorities complement each other in such a manner as to ensure an appropriate
level of collegial management at XTB S.A.
6. Other information
6.1 Audit company authorised to audit the financial statements
On May 4, 2021, the Supervisory Board of the Company, acting pursuant to § 19 section 2 lit. h) the Articles of Association
of the Company and in accordance § 8 sec. 2 lit. h) Regulations of the Supervisory Board of XTB, after getting acquainted
with the recommendation of the Audit Committee, adopted a resolution and entrusted PricewaterhouseCoopers Polska
spółka z ograniczoną odpowiedzialnością Audyt sp.k. based in Warsaw (hereinafter referred to as PWC) to carry out:
audits of individual and consolidated financial statements for the years 2021-2023 and;
reviews of condensed separate and consolidated semi-annual financial statements for the period6 months
ended June 30, 2021, June 30, 2022 and June 30, 2023 and;
attestation service regarding the storage and protection of the assets of the Company's clients in accordance
with the Regulation of the Minister of Finance of September 24, 2012 on the procedures and conditions of
conduct of investment firms, banks [...] and the issuance of a report for the year ended December 31, 2021,
December 31 2022 and December 31, 2023;
attestation service regarding the remuneration report of the Supervisory Board in accordance with the Act on
Public Offering of July 29, 2005 and the issue of a report for the year ended December 31, 2021, December 31,
2022 and December 31, 2023.
Selection of PWC in accordance with applicable law, i.e. in particular the Act of May 11, 2017 on statutory auditors [...],
and based on internal policies and procedures.
Audit of financial statements
On 10 June 2021, an amendment to the original agreement of 25 January 2019 was concluded between XTB and PwC
for:
auditing the financial statements and the consolidated financial statements of the capital group for the financial
periods from January 1, 2021 to December 31, 2021, from January 1, 2022 to December 31, 2022 and from
January 1, 2023 to December 31, 2023 r.
review of the condensed interim financial statements and the condensed interim consolidated financial
statements of the capital group for the financial periods from January 1, 2021 to June 30, 2021, from January 1,
2022 to June 30, 2022 and from January 1, 2023 to June 30, 2023.
On 2 March 2022, an amendment to the aforementioned agreement was signed for:
To carry out verification of the tagging of the annual consolidated financial statements for the financial period
01 January 2021 to 31 December 2021, with XBRL tags in accordance with the ESEF Regulation.
On 27 February 2023, a further annex to the aforementioned agreement was signed for:
a change in the remuneration for the performance of services for the financial year 1 January 2022 to
31 December 2022 and 1 January 2023 to 31 December 2023.
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Assurance procedures for the safekeeping of client assets
On 2 March 2022, an annex to the agreement of 16 February 2021 was signed for:
to carry out an assurance service and prepare an independent auditor's report covering an assessment of
compliance with the Company's client asset custody requirements during the annual period ended
31 December 2021, 31 December 2022 and 31 December 2023;
In addition, an annex to the aforementioned agreement was signed on 30 March 2023:
a change in the performance fee for the financial year 1 January 2022 to 31 December 2022 and 1 January 2023
to 31 December 2023.
Attestation procedures over the remuneration report
On 2 March 2022, an annex to the agreement of 16 February 2021 was signed for:
the implementation of all procedures for the remuneration report for the years ended 31 December 2021,
31 December 2022 and 31 December 2023.
In addition, annexes to the aforementioned agreement were signed on 30 March 2023:
a change in the remuneration for the performance of services for the financial year 1 January 2022 to
31 December 2022 and 1 January 2023 to 31 December 2023.
The Company has, in previous years, used advisory services provided by other entities in the PwC network, mainly for
tax advice. The Company considers that the services provided do not affect the assurance of the required level of
impartiality and independence of the auditor.
The total amount of fees paid or payable to the audit firm for the current and previous financial year, separately for the
audit of the annual financial statements, other assurance services including the review of the financial statements and
other services, is disclosed in notes
30
and
31
to the separate and consolidated financial statements respectively.
6.2 The information on the significant court proceedings, arbitration authority
or public administration authority
As of December 31, 2023 and as at the submission date of this report the Parent company and its subsidiaries were not
a party to any significant proceedings pending before arbitration authority. The most important of the ongoing
proceedings are indicated below.
Court proceedings
The Company and Group companies are parties to several court proceedings related to the Group’s operations. The
proceedings in which the Company and Group companies appear as defendants are above all related to employees’
claims and clients’ claims. As at the submission date of this report the total value of the claims brought against the
Company and/or the Group Companies amounted to PLN 20,8 million, which consists of one proceeding on employee
claims, with a value of approximately PLN 80 thousand, eight suits brought by clients with the total value of PLN 13,1
million and moreover, one proceeding regarding the alleged failure to apply financial security measures by the
Company in which, the value of the dispute is PLN 7,6 million.
In addition, there is one pending lawsuit by the Company seeking injunctive relief for violation of fair competition rules,
in which the Company requested, among other things, (i) to prohibit the use of the word mark and the word and graphic
mark "XTRADE" and (ii) to prohibit the use of the word mark "XTRADE" as an Internet domain name.
The most significant proceedings, in the Company's view, are:
lawsuit dated August 2019 regarding Company’s alleged illegal actions delivered to the Company in December
2019 value of the claim is PLN 7 million. The management board finds client’s claims groundless. The only reason
for the loss of the customer was his wrong investment decisions. This has been clearly demonstrated, among
others, during the audits of the Polish Financial Supervision Authority (PFSA) in 2016, in the subsequent
correspondence of the company with the supervisor, and in the expertise of an independent consultancy
company, Roland Berger, which analysed the client's transaction history. The analysis confirmed that the
customer's transactions were not delayed, and the timing of his orders was even faster than the average for other
clients;
lawsuit dated July 2020, delivered to the Company in November 2020 regarding the alleged failure to apply
financial security measures by the Company. Value of the proceeding is approximately PLN 7,6 million. The
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damages were to consist in the Company's failure to apply financial security measures, which lead to effective
appropriation of funds by an employee of the claimant, who was also a client of the Company. The Company
considers the charges made in the suit to be completely unfounded. In June 2023, the court of first instance
dismissed the lawsuit, finding no material violations on XTB's part. On August 22, 2023, the plaintiff filed an appeal.
In September 2023, the files were transferred to the Court of Appeal in Warsaw. Currently, XTB is waiting for
a copy of the appeal to be delivered.
Administrative and control proceedings
The Company and the Group Companies are party to several control proceedings related to the Group’s business. The
Company believes that below are presented the most significant among them:
on October 14, 2022, the Company received a notice from the President of the Office of Competition and
Consumer Protection on the initiation of proceedings against the Company for recognizing a provision of the
standard agreement as prohibited in relation to two provisions of the Regulations for the Provision of Services of
the Execution of Orders for the Purchase or Sale of Property Rights and Securities, Maintenance of Property Rights
Accounts and Cash Accounts by XTB S.A., which may be considered prohibited contractual provisions within the
meaning of the Civil Code.
As part of the proceedings, in a relationship with the Office questioning two provisions
of the regulations, on December 19, 2023, a decision was imposed on the Company obliging the Company, among
other things, to change these provisions, publish the content of the decision, submit appropriate declarations to
the indicated group of persons and provide compensation with interest to persons whose the complaints were
rejected by applying the challenged provisions of the regulations. No fine was imposed on the Company. The
company does not intend to appeal against the decision. XTB is currently implementing the obligations imposed
by the decision of the President of the Office of Competition and Consumer Protection.
On September 9, 2023, an inspection of the operations of the Company's Czech branch began by the Czech
National Bank (CNB). On March 6, 2024, the Company received an inspection report. As at the date of publication
of the report, the Company submitted reservations to the report.
On October 17, 2023, an inspection by the Office of the Financial Supervisory Commission began, the purpose of
which is to verify that the Company's operations comply with laws, regulations, conditions set forth in permits, fair
trading principles or the interests of principals. As of the time of submitting this report, the inspection is ongoing.
On February 12, 2024, an inspection of the operations of the subsidiary XTB International Limited by the
International Commission (IFSC). As at the date of publication of the report, the audit is ongoing.
6.3 Regulatory environment
The Group operates in a highly regulated environment imposing on its certain obligations regarding the respect of
complying with many international and local regulatory and law provisions. The Group is subject to regulations
concerning inter alia (i) sales practices, including customer acquisition and marketing activities, (ii) maintaining the
capital at a certain level, (iii) practices applied in the scope of preventing money laundering and terrorist financing and
procedures for customer identification (KYC), (iv) reporting duties to the regulatory authorities and reporting to the
trade repository, (v) the obligations regarding the protection of personal data and professional secrecy, (vi) the
obligations in the scope of investors protection and communicating of relevant information on the risks associated with
the brokerage services, (vii) supervision over the Group’s activity, (viii) inside information and insider dealing, preventing
the unlawful disclosure of inside information, preventing market manipulation, and (ix) providing information to the
public as the issuer.
The following are the most significant changes in the company's regulatory environment that will come into effect in
the near future. The company is already doing its due diligence to prepare for and adapt to the obligations arising from
the indicated regulations.
Draft act on the protection of whistleblowers (previously: on the protection of persons reporting violations of
the law)
On October 18, 2021, the Draft Act on the protection of persons reporting violations of the law was published on the
website of the Government Legislation Center. The bill aims to implement Directive (EU) 2019/1937 of the European
Parliament and of the Council of 23 October 2019 on the protection of persons reporting breaches of Union law.
The guarantees and legal remedies provided for in the Act will be available to the person reporting the violation,
regardless of the basis and form of work (including employment contract, civil law contract, running a business by
a natural person, management contract, volunteering, internship and internship), including those performing work for
entities with which the employer maintains economic relations, such as contractors, subcontractors or suppliers, and
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other persons reporting information about violations in the context of with work, such as shareholders and partners
and members of the bodies of a legal person. It will be possible to report violations of the law via internal reporting
channels established by private and public entities, via external reporting channels to relevant state authorities, and via
public disclosure. The proposed act will specify requirements regarding the establishment and internal organization
and external channels (procedures and organizational solutions) for reporting violations and rules for public disclosure.
The obligation to establish internal reporting regulations by entities in the private sector employing at least 50 and less
than 250 employees was to be implemented by December 17, 2023. On July 7 this year. another version of the draft act
appeared on the website of the Government Legislation Center. On March 6, 2024, a draft act (dated February 26, 2024)
on the protection of whistleblowers appeared on the website of the Government Legislation Center, which replaced the
draft act on the protection of persons reporting violations of the law. As of the date of preparation of this report, the
project is at the stage of the Standing Committee of the Council of Ministers. According to the draft, the act will enter
into force after 3 months from the date of announcement in the context of solutions regarding internal reporting and
6 months in the context of solutions regarding external reporting. The company is already making efforts to adapt its
internal procedures for reporting irregularities to the requirements of the draft act.
Regulation of the European Parliament and of the Council on the digital operational resilience of the financial
sector and amending Regulations (EC) No. 1060/2009, (EU) No. 648/2012, (EU) No. 600/2014 and (EU) No. 909/2014
(Digital Operational Resilience Act "DORA")
On December 27, 2022, a regulation was published in the Official Journal of the EU, the provisions of which are aimed
at ensuring the resilience of financial sector entities to threats related to the use of digital and information and
communication technologies (ICT).
Key issues of the regulation include:
Rules for managing ICT risks, including the use of third-party technology providers.
Obligations to periodically conduct digital resilience testing of systems;
Requirement for detailed classification and reporting of incidents;
Introduction of systems for sharing information among financial entities on methods and techniques for
effective defence against ICT-related threats.
The regulation came into force on January 16, 2023. The financial sector institutions must comply with its requirements
no later than January 17, 2025. The Company is already exercising its due diligence to prepare and comply with its
obligations under the regulation.
Decision of the CNMV Spanish National Securities Market Commission, dated July 11, 2023, on product
intervention regarding financial contracts for difference and other leveraged products in the Spanish market
(the "Decision")
The Spanish regulator implemented restrictions on the marketing, distribution and sales activities of MiFID II-regulated
instruments and services provided to retail customers in Spain.
The Decision regulates bans and restrictions on CFDs, including, in particular, marketing activities:
the direct and indirect marketing, distribution or sale of CFDs through communications to retail clients is
prohibited,
sponsorship or organization of events, brand advertising, use of persons public figures if their purpose or effect
is to directly or indirectly advertise CFDs.
The decision also regulated issues such as:
rules for remuneration of sales personnel,
the facilitation of partners with unverified knowledge or experience to attract clients,
prohibition of accepting cash payments from customers by credit card,
prohibition of providing demo accounts,
a ban on offering CFD training to the public.
The Decision took effect on August 3, 2023. The Company complies with the Decision. The Company has assessed the
impact of the new regulation on its operational activities and considers it to be insignificant or minor.
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Act of August 16, 2023 on amending certain laws in connection with ensuring the development of the financial
market and the protection of investors in this market
The purpose of the act is primarily to organize and improve the functioning of financial market institutions, particularly
in terms of eliminating barriers to access to the financial market, improving supervision of the financial market,
protecting customers of financial institutions, and implementing further tasks envisaged in the government's Capital
Market Development Strategy (CRD). The law is cross-cutting in nature (28 laws given amendments, about 160 pages of
draft). The main changes are:
implementation of the so-called unified banking license;
introduction of a new form of portfolio fund (ETF), which will be able to take the form of an open-ended
investment fund or a specialized open-ended investment fund;
remodelling of the rules for the provision of services for the distribution of participation units, in particular the
rules for the payment of remuneration for this service (remuneration paid only from the investment fund
company's fixed remuneration for managing the fund, this remuneration may not affect the management fee
and burden the fund's assets, abandonment of the monthly obligation to provide the investment fund
company with a list of activities aimed at improving the quality of the services provided and documents
confirming the costs incurred in this respect);
relaxation of requirements for the duties of the issuing agent;
abandonment of the provision presuming the invalidity of contracts for the provision of brokerage services
with a retail client in a form other than on paper or another durable medium;
allowing further entrustment of entrusted activities under "further entrustment” model;
introducing a new type of bond, the so-called "transformation bonds" aimed at financing new investments that
promote acceleration of the country's sustainable economic development.
Retail Investment Strategy ("RIS") draft dated May 24, 2023.
The Retail Investment Strategy ("RIS") package introduces a number of changes to the current MIFID II regulations. They
aim to increase retail customers' willingness in investing in the capital market by increasing confidence in the market,
creating clear, transparent information about products and their costs.
The package includes extensive measures aimed at:
change the way information on investment products and services is provided to retail investors to make it
clearer and more standardized, by adapting disclosure regulations to the digital age and investors' growing
support for sustainability;
increasing transparency and comparability of costs by requiring standardized cost presentation and
terminology;
ensuring that all retail clients receive a clear picture of their portfolio's investment performance at least
annually;
addressing conflicts of interest in the distribution of investment products by prohibiting incentives for
execution-only services (i.e., when no advice is provided) and ensuring that financial advice is aligned with the
best interests of retail investors Also introducing stricter safeguards and transparency where incentives are
allowed;
protecting retail investors from misleading marketing by ensuring that financial intermediaries (i.e., advisors)
are fully accountable for the use (and misuse) of their marketing information, including where it is
communicated through social media or through known individuals or other third parties who receive
compensation or incentives;
ensuring high standards of professional qualifications for financial advisors;
empowering consumers to make better financial decisions by encouraging member states to implement
national measures that can promote the financial literacy of citizens, regardless of their age and social
background and education;
reducing the administrative burden and improve the availability of products and services for sophisticated
retail investors by making the eligibility criteria for becoming a professional investor more proportionate;
strengthening supervisory cooperation to make it easier for national competent authorities and European
supervisory authorities to ensure the proper and effective application of regulations in a consistent manner
across the EU and to jointly combat fraud and abuse.
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 158
7. Statement and information of the Management Board
Statement of the Management Board of XTB S.A. on the reliability of preparation of the consolidated and
separate financial statements
The Management Board of XTB S.A. declares that, to the best of its knowledge, the consolidated and separate financial
statements for 2023 and the comparative data have been prepared in accordance with the applicable accounting
principles and reflect in a true, fair and clear manner the assets, financial position and financial result of the Group and
the Company, respectively. In addition, the Management Board declares that the management report gives a true
picture of the development, achievements and position of the Group and the Company, respectively, including
a description of the principal risks and threats.
Information of the Management Board of XTB S.A. on the selection of an audit firm to audit the financial
statements
The Management Board of XTB S.A. hereby announces that, on the basis of the statement of the Supervisory Board, the
auditing firm authorised to audit the financial statements performing the audit of the annual unconsolidated and
consolidated financial statements for the year 2023 was selected in accordance with the regulations, including those
concerning the selection and procedure for selecting the auditing firm. At the same time, the Management Board of
XTB S.A. informs that this firm and the members of the team performing the audit of these statements fulfilled the
conditions for the preparation of an impartial and independent report on the audit of the annual consolidated and
separate financial statements, in accordance with the applicable regulations, professional standards and principles of
professional ethics, and that the applicable regulations related to the rotation of the audit firm and the key statutory
auditor and mandatory grace periods are observed. In addition, the Management Board of XTB S.A. announces that the
Issuer has a policy on the selection of the audit firm and a policy on the provision of additional non-audit services to
the Issuer by the audit firm, an affiliate of the audit firm or a member of its network, including conditionally exempt
services provided by the audit firm.
Warsaw, 27 March 2024
Omar Arnaout
President of the
Management Board
Filip Kaczmarzyk
Paweł Szejko
Member of the
Management Board
Member of the
Management Board
Jakub Kubacki Andrzej Przybylski
Member of the
Management Board
Member of the
Management Board
DECLARATION AND ASSESSMENT
OF THE SUPERVISORY BOARD
XTB S.A.
STANDALONE FINANCIAL STATEMENTS FOR 2023
(TRANSLATION OF A DOCUMENT ORIGINALLY ISSUED IN POLISH)
www.xtb.com 160
Declaration and assessment of the Supervisory Board
Declaration of the Supervisory Board of XTB S.A concerning the Audit Committee
The Supervisory Board hereby declares that it is in compliance with the regulations concerning appointment,
composition and functioning of the audit committee, including the requirements for its members to satisfy the
independence criteria and the requirements concerning knowledge and abilities from the sector in which the Company
operates as well as accounting and audit of financial statements; Moreover the Supervisory Board declares that the
Audit Committee performed the tasks of the audit committee as provided by the applicable laws.
Supervisory Board assessment of the consolidated and standalone financial statements prepared jointly with
the Management Board report on the operations of the Group and the Company
The Supervisory Board of XTB S.A has assessed the presented by the Management Board:
the standalone financial statements of XTB S.A for the year 2023,
the consolidated financial statements of Capital Group XTB S.A for the year 2023,
the Management Board report on the operations of the Group and Company for the year 2023,
the sustainability report of the XTB S.A. Capital Group for the year 2023,
hereinafter referred to as “Statements”.
As a result of the assessment The Supervisory Board stated that Statements present truly and fairly all necessary
information for assessment of financial standing of the Company and the Group and are in line with the ledgers,
documents and the state of affairs.
The Supervisory Board of XTB S.A. positively assessed the financial statements on the basis of:
the contents of the statements presented by the Company’s Management,
independent auditor’s report on the audit of the consolidated and standalone financial statements for the year
2023, as well as additional report for the Audit Committee prepared in accordance with the provisions of
Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 and the Act on
auditors, audit firms and public supervision of 11 May 2017,
meetings with the representatives of the audit firm, including the key statutory auditor,
meeting with the Company’s Management Board,
the results of other verification activities made in selected financial and operational areas.
Warsaw, 27 March 2024
on behalf of the
Supervisory Board
Grzegorz Grabowicz
Member of the
Supervisory Board