ANNUAL REPORT
FOR 2022
This document is an unofficial translation of the Polish version of Annual Report for 2022 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.
CAPITAL GROUP XTB S.A.
TABLE OF CONTENTS
PRESIDENT’S LETTER 3
CONSOLIDATED FINANCIAL HIGHLIGHTS 5
CONSOLIDATED FINANCIAL STATEMENTS 7
CONSOLIDATED COMPREHENSIVE INCOME STATEMENT 8
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 9
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 10
CONSOLIDATED CASH FLOW STATEMENT 12
ADDITIONAL EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 13
1. Information about the Parent Company and composition of the Group 13
2. Basis for drafting the financial statements 15
3. Professional judgement 17
4. Adopted accounting principles 18
5. Operating income 32
6. Salaries and employee benefits 33
7. Marketing 33
8. Costs of maintenance and lease of buildings 33
9. Other external services 34
10. Commission expenses 34
11. Other expenses 34
12. Finance income and costs 34
13. Segment information 35
14. Cash and cash equivalents 40
15. Financial assets at fair value though P&L 40
16. Financial assets at amortised cost 40
17. Prepayments and deferred costs 41
18. Intangible assets 42
19. Property, plant and equipment 44
20. Amounts due to customers 46
21. Financial liabilities held for trading 46
22. Other liabilities 46
23. Liabilities due to lease 47
24. Provisions for liabilities and contingent liabilities 47
25. Equity 48
26. Profit distribution and dividend 49
27. Earnings per share 49
28. Current income tax and deferred income tax 50
29. Related party transactions 53
30. Remuneration of the audit companies 55
31. Employment 55
32. Supplementary information and explanations to the cash flow statement 55
33. Post balance sheet events 55
34. Off-balance sheet items 56
35. Items regarding the compensation scheme 56
36. Capital management 57
37. Risk management 59
MANAGEMENT BOARD REPORT ON THE OPERATIONS OF THE GROUP AND COMPANY 70
1. Basic information 71
2. The activities and development of the Parent Company and its Capital Group 78
3. Operating and financial situation 86
4. Corporate governance 115
5. Other information 144
6. Statement and information of the Management Board 153
NON-FINANCIAL STATEMENT OF XTB S.A. CAPITAL GROUP FOR 2022 154
1. Introduction 155
2. Organisation of XTB Capital Group 155
3. ESG Strategy 158
4. Description of the Capital Group's Business 159
5. Employment 164
6. Occupational health and safety 176
7. Environmental aspects 176
8. Impact of COVID-19 on the XTB Group 180
9. Impact of Russia’s invasion of Ukraine in the Group’s results 180
10. EU Non-Financial Taxonomy 181
11. Business Ethics 188
12. Data protection 190
13. Regulatory compliance 190
14. Risk related to non-financial issues 191
15. XTB Foundation 192
16. Scoreboards - Non-Financial Taxonomy 194
DECLARATION AND ASSESMENT OF THE SUPERVISORY BOARD 198
LETTER FROM THE PRESIDENT
OF THE MANAGEMENT BOARD
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 4
Letter from the President of the
Management Board
Ladies and Gentlemen!
On behalf of the Management Board of XTB S.A. I am
pleased to present you the report for 2022. This document
is a summary of the activities of the XTB Capital Group for
the last year, including the financial results achieved and the
most important events.
An important success factor for XTB is the skilful use of
changes in the economic and market environment, not only
in terms of maximizing profits, but also consistently
strengthening the brand and competitive position of the
company. One of XTB's priorities is to focus on clients by
providing them with the best investment offer – both in
terms of instruments, tools and service.
Once again, we have proven that we are a reliable, stable
and responsible partner for our clients and contractors.
In 2022, the trend of dynamically growing client base and
the number of active clients continued. In the presented
year, XTB acquired nearly 197 thousand new clients. Thus,
in each of the four quarters, the company fulfilled its
declarations assuming the acquisition of an average of at
least 40 thousand clients per quarter. The total number of
clients at the end of 2022 exceeded almost 615 thousand.
An important indicator influencing the result is the number
of active clients, which in 2022 amounted to nearly 259
thousand (in 2021: 190 000), which gives an increase of
almost 36% y/y.
This translated into a significant increase in the trading
volume of clients on CFD instruments expressed in lots –
in 2022, it amounted to 6.4 million transactions against 2.9
million in the same period of 2021 (increase by 55%).
Profitability per lot increased by 49% y/y.
In 2022, we were distinguished by our own breakthrough
investment technology and its continuous development. We
have consistently developed the xStation trading platform,
which is designed to meet the skills of both experienced and
beginner traders.
The dynamic development of XTB, with favourable market
conditions, meant that in 2022 we achieved record financial
results. Throughout 2022, XTB generated a consolidated net
profit of PLN 766 million, which is over 3 times more than in
the previous year (PLN 238 million). Revenue from
operating activities amounted to PLN 1 444 million,
compared to PLN 626 million in 2021. Increasing revenue by
over 130% year on year is a record achievement in the
history of the Group.
XTB, with its strong market position and dynamically
growing client base, is building its presence on
non-European markets more confidently, consistently
implementing the strategy of creating a global brand. The
Management Board of XTB puts the main emphasis on the
organic development of XTB, on the one hand, increasing
the penetration of European markets, on the other hand,
gradually building a presence in Latin America, Asia and
Africa.
The good results we achieve each year are the result of our
proper development strategy, flexibility of operation and,
above all, the commitment of our employees.
Looking ahead, I am convinced that the Group is strong and
well prepared to face the challenges of a competitive
market.
On behalf of the Management Board, I would like to thank
our Shareholders, Supervisory Board and Employees for
their commitment and work to build the value of the XTB
Capital Group. I hope that the coming years will bring
further development of the activities conducted by XTB S.A.,
confirmed not only by the growing number of active clients,
but also by the growing range of products and services, with
the simultaneous ability to generate value.
Thank you for the trust you have placed in us in 2022 and
I encourage you to read the annual report.
Yours faithfully,
Omar Arnaout
President of the Management Board
CONSOLIDATED FINANCIAL
HIGHLIGHTS
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 6
CONSOLIDATED FINANCIAL HIGHLIGHTS
IN PLN’000
IN EUR’000
12 MONTH PERIOD ENDED
12 MONTH PERIOD ENDED
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Consolidated comprehensive income
statement:
Total operating income
1 444 249
625 595
308 054
136 667
Profit on operating activities
885 682
276 823
188 913
60 475
Profit before tax
935 258
290 456
199 488
63 453
Net profit
766 096
237 830
163 406
51 956
Net profit and diluted net profit per share
attributable to shareholders of the Parent Company
(in PLN/EUR per share)
6,53
2,03
1,39
0,44
Consolidated cash flow statement:
Net cash from operating activities
1 149 105
199 010
245 101
43 476
Net cash from investing activities
(328 702)
54 888
(70 111)
11 991
Net cash from financing activities
(181 932)
(216 168)
(38 806)
(47 224)
Increase/(Decrease) in net cash and cash equivalents
638 471
37 730
136 184
8 242
IN PLN’000
IN EUR’000
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Consolidated statement of financial position:
Total assets
4 114 323
3 147 743
877 273
684 381
Total liabilities
2 608 254
2 232 183
556 143
485 320
Share capital
5 869
5 869
1 251
1 276
Equity
1 506 069
915 560
321 130
199 061
Number of shares
117 383 635
117 383 635
117 383 635
117 383 635
Carrying amount and diluted carrying amount per
share attributable to shareholders of the Parent
Company (in PLN/EUR per share)
12,83
7,80
2,74
1,70
The above data was translated into EUR as follows:
• items in the consolidated comprehensive income statement and consolidated 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: 4,6883;
− for the comparative period: 4,5775;
• items of consolidated 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: 4,6899;
− for the comparative period: 4,5994.
CONSOLIDATED FINANCIAL
STATEMENTS
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 8
CONSOLIDATED COMPREHENSIVE INCOME STATEMENT
(IN PLN’000) NOTE
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Result of operations on financial instruments 5.1 1 437 160
618 453
Income from fees and charges 5.2 7 020
5 034
Other income 69
2 108
Total operating income
5
1 444 249
625 595
Marketing 7 (222 369)
(120 101)
Salaries and employee benefits 6 (192 027)
(131 262)
Commission expenses 10 (54 365)
(36 187)
Other external services 9 (49 967)
(38 434)
Amortisation and depreciation
18, 19
(11 997)
(8
921)
Taxes and fees
(8 614)
(5
373)
Costs of maintenance and lease of buildings 8 (7 668)
(4 407)
Other costs 11 (11 560)
(4 087)
Total operating expenses (558 567)
(348 772)
Profit on operating activities
885
682
276 823
Finance income, including: 12 50 573
17 891
- interest income at amortized cost 12 23 444
378
Finance costs 12 (997)
(4 258)
Profit before tax 935 258
290 456
Income tax
28
(169 162)
(52 626)
Net profit
766 096
237 830
Other comprehensive income
489
(458)
Items which will be reclassified to profit (loss) after meeting specific
conditions
646
(502)
Currency translation differences: 646
(502)
- positions that will be reclassified to profit on valuation of foreign
companies
(182)
(272)
- positions that will be reclassified to profit on valuation of separated
equity
828
(230)
D
eferred income tax
(157)
44
Total comprehensive income 766 585
237 372
Net profit attributable to shareholders of the Parent Company 766 096
237 830
Total comprehensive income attributable to shareholders of
the Parent Company
766 585
237 372
Earnings per share:
- basic profit per year attributable to shareholders of the Parent
Company (in PLN)
27
6,53
2,03
- basic profit from continued operations per year attributable to
shareholders of the Parent Company (in PLN) 27 6,53
2,03
- diluted profit of the year attributable to shareholders of the Parent
Company (in PLN) 27 6,53
2,03
- diluted profit from continued operations of the year attributable to
shareholders of the Parent Company
(in PLN)
27
6,53
2,03
The consolidated comprehensive income statement should be read together with the supplementary notes to the
consolidated financial statements, which are an integral part of these consolidated financial statements.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 9
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(IN PLN’000) NOTE 31.12.2022
31.12.2021
ASSETS
Cash and cash equivalents 14 3 161 002
2 376 261
Financial assets at fair value through P&L
15
842 509
703 546
Income tax receivables
-
7 247
Financial assets at amortised cost 16 41 675
26 568
Prepayments and deferred costs 17 14 524
8 637
Intangible assets 18 1 441
585
Property, plant and equipment 19 45 303
16 206
Deferred income tax assets 28 7 869
8 693
Total assets 4 114 323
3 147 743
EQUITY AND LIABILITIES
Liabilities
Amounts due to customers
20
2 327 728
2 010 490
Financial liabilities held for trading 21 105 552
127 712
Income tax liabilities
1 827
783
Liabilities due to lease 30 450
7 437
Other liabilities 22 79 705
48 377
Provisions for liabilities 25 4 256
4 965
Deferred income tax provision
28
58 736
32 419
Total liabilities
2 608 254
2
232 183
Equity
Share capital 25 5 869
5 869
Supplementary capital 25 71 608
71 608
Other reserves
25
657 555
598 789
Foreign exchange differences on translation 25 40
(449)
Retained earnings
770 997
239 743
Equity attributable to the owners of the Parent Company 1 506 069
915 560
Total equity 1 506 069
915 560
Total equity and liabilities 4 114 323
3 147 743
The consolidated statement of financial position should be read together with the supplementary notes to the
consolidated financial statements, which are an integral part of these consolidated financial statements.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 10
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Consolidated 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
EQUITY
ATTRIBUTABLE TO
THE OWNERS OF
THE PARENT
COMPANY
TOTAL
EQUITY
NOTE
25
25
25,
26
25
26
As at 1 January 2022
5 869
71 608
598 789
(449)
239 743
915 560
915 560
Total comprehensive income for the
financial year
Net profit
-
-
-
-
766 096
766 096
766 096
Other comprehensive income
-
-
-
489
489
489
Total comprehensive income for the
financial year
-
-
-
489
766 096
766 585
766 585
Transactions with Parent
Company’s owners recognized
directly in equity
Appropriation of profit/offset of loss
-
dividend payment
-
-
-
-
(176 076)
(176 076)
(176 076)
-
transfer to other reserves
-
-
58 766
-
(58 766)
-
-
Increase (decrease) in equity
-
-
58 766
489
531 254
590 509
590 509
As at 31 December 2022 5 869
71 608
657 555
40
770 997
1 506 069
1 506 069
The consolidated statement of changes in equity should be read together with the supplementary notes to the consolidated financial statements, which are an integral part
of these consolidated financial statements.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 11
Consolidated statement of changes in equity for the period from 1 January 2021 to 31 December 2021
(IN PLN’000)
SHARE
CAPITAL
SUPPLEMENTARY
CAPITAL
OTHER
RESERVES
FOREIGN EXCHANGE
DIFFERENCES ON
TRANSLATION OF
FOREIGN
OPERATIONS AND
SEPARATE FUNDS
RETAINED
EARNINGS
EQUITY
ATTRIBUTABLE TO
THE OWNERS OF
THE PARENT
COMPANY
TOTAL
EQUITY
NOTE
25
25
25,
26
25
26
As at 1 January 2021
5 869
71 608
390 730
9
420 089
888 305
888 305
Total comprehensive income for the
financial year
Net profit
-
-
-
-
237 830
237 830
237 830
Other comprehensive income
-
-
-
(458)
-
(458)
(458)
Total comprehensive income for the
financial year
-
-
-
(458)
237 830
237 372
237 372
Transactions with Parent
Company’s owners recognized
directly in equity
Appropriation of profit/offset of loss
-
dividend payment
-
-
-
-
(210 117)
(210 117)
(210 117)
-
transfer to other reserves
-
-
208 059
-
(208 059)
-
-
Increase (decrease) in equity
-
-
208 059
(458)
(180 346)
27 255
27 255
As at 31 December 2021 5 869
71 608
598 789
(449)
239 743
915 560
915 560
The consolidated statement of changes in equity should be read together with the supplementary notes to the consolidated financial statements, which are an integral part
of these consolidated financial statements.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 12
CONSOLIDATED CASH FLOW STATEMENT
(IN PLN’000) NOTE
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Cash flows from
operating activities
Profit before tax
935 258
290 456
Adjustments:
346 736
(43 788)
(Profit) Loss on investment activity
285 028
4 411
Amortization and depreciation
18, 19
11 997
8 921
Foreign exchange (gains) losses from translation of own
cash
5 365
(9 457)
Other adjustments
32.1
92
(359)
Changes
Change in provisions
(709)
(2 974)
Change in balance of financial assets at fair value through P&L and
financial liabilities held for trading
(130 975)
(76 022)
Change in balance of
restricted cash
(151 634)
(753 267)
Change in financial assets at amortised cost
(15 107)
(13 258)
Change in balance of prepayments and accruals
(5 887)
(3 240)
Change in balance of amounts due to customers
317 238
807 247
Change in balance of
other liabilities
31 328
(5 790)
Cash from operating activities
1 281 994
246 668
Income tax paid
(133 730)
(47 970)
Interests
841
312
Net cash from operating activities
1 149 105
199 010
Cash flow from investing activities
Proceeds from sale of items of property, plant and equipment
10
20
Expenses relating to payments for property, plant and equipment
19
(12 625)
(7 806)
Expenses relating to payments for intangible assets
18
(1 117)
(210)
Expenses relating purchase of bonds
(857 657)
(712 743)
Expenses relating opened deposits
(300 000)
-
Proceeds from sale of bonds
832 876
773 250
Interests on bonds
9 811
2 377
Net cash from investing activities
(328 702)
54 888
Cash
flow from financing activities
Payments of liabilities under finance lease agreements
(5 016)
(5 737)
Interest paid under lease
(841)
(314)
Dividend paid to owners
(176 075)
(210
117)
Net cash from financing activities
(181 932)
(216 168)
Increase (Decrease) in net cash and cash equivalents 638 471
37 730
Cash and cash equivalents
–
opening balance
589 392
542 205
Increase (Decrease) in net cash and cash equivalents
638 471
37 730
Effect of FX rates fluctuations on
balance of cash in foreign
currencies
(5 364)
9 457
Cash and cash equivalents
–
closing balance
14
1 222 499
589 392
The consolidated cash flow statement should be read together with the supplementary notes to the consolidated
financial statements, which are an integral part of these consolidated financial statements.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 13
ADDITIONAL EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Information about the Parent Company and composition of the Group
The Parent Company in the XTB S.A Group (the “Group”) is XTB S.A. (hereinafter: the “Parent Entity”, “Parent Company”,
“Brokerage”) with its headquarters located in Warsaw at Prosta street 67, 00-838 Warszawa, Polska. On January 1, 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, Poland.
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.").
XTB S.A. is entered in the Commercial Register of the National Court Register by the District Court for the Capital City of
Warsaw, Poland, XII Commercial Division of the National Court Register, under No. KRS 0000217580. The Parent
Company was granted a statistical REGON number and a tax identification (NIP) number 5272443955.
The Parent Company’s operations consist of conducting brokerage activities on the stock exchange (stocks, ETF) and
OTC markets (currency derivatives, commodities, indices, stocks and bonds). The Parent Company is supervised by the
Polish Financial Supervision Authority and conducts regulated activities pursuant to a permit dated 8 November 2005,
No.DDM-M-4021-57-1/2005.
1.1 Information on the reporting entities in the Parent Company’s
organisational structure
The consolidated financial statements cover the following foreign branches which form the Parent 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. 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.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 14
1.2 Composition of the Group
The XTB S.A. Group is composed i XTB S.A. as the Parent Company and the following subsidiaries:
NAME OF SUBSIDIARY
CONSOLIDATION
METHOD
COUNTRY OF
REGISTERED
OFFICE
PERCENTAGE SHARE
IN THE CAPITAL
PERCENTAGE SHARE
IN THE CAPITAL
31.12.2022
31.12.2021
XTB Limited (UK) Full Great Britain 100%
100%
X Open Hub Sp. z o.o. Full Poland 100%
100%
XTB Limited (CY) Full Cyprus 100%
100%
Tasfiye Halinde XTB Yönetim
Danışmanlığı A.Ş.
Full Turkey 100%
100%
XTB International Limited Full Belize 100%
100%
XTB Chile SpA Full Chile 100%
100%
XTB Services Limited Full Cyprus 100%
100%
Lirsar S.A. en liquidacion Full Uruguay 100%
100%
XTB Africa (PTY) Ltd. Full South Africa 100%
100%
XTB MENA Limited Full UAE 100%
100%
XTB S. C. Limited Full Seychelles -
-
XTB Digital Ltd. Full Cyprus -
-
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 2022, amount of negative foreign exchange differences on translation of balances in foreign
currencies of Turkish company amounted PLN (3 767), at the 31 December 2021, amount of negative foreign exchange
differences on translation of balances in foreign currencies of Turkish company amounted PLN (3 658) thousand.
Exchange differences will be recognized in consolidated financial statement at the date of liquidation of the company.
On 9 January 2021 XTB MENA Limited with its seat in United Arab Emirates was registered in the local register of
entrepreneurs. The Parent Company will acquire 100% of shares in the subsidiary. On 13 April 2021 shared of XTB
MENA Limited with its seat in United Arab Emirates were paid by the Parent Company. Capital was contributed in the
amount of USD 1 million. On 22 March 2022, the Parent Company acquired 1,000 ordinary shares in the increased
capital of the subsidiary XTB MENA Limited, maintaining 100% of its capital.
On 8 November 2021 the Parent Company acquired 100 shares in the increased capital of subsidiary. As a result of the
above transaction the Parent Company kept 100% share in subsidiary’s capital As at the date of these financial
statements the company has not conduct its operations.
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 5 December 2022, XTB Digital Ltd. 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.
The scope of activities of subsidiaries:
XTB Limited (UK) – brokerage activity
X Open Hub Sp. z o.o. – applications and electronic trading technology offering
XTB Limited (CY) – brokerage activity
XTB International Limited – brokerage activity
XTB Chile SpA – the activity of acquiring clients
XTB Services Limited – marketing, marketing and sales activities (sales support)
XTB MENA Limited – brokerage activity
XTB Africa (PTY) Ltd. –the Company has not yet conducted operations
XTB S. C. Limited –the Company has not yet conducted operations
XTB Digital Ltd. –the Company has not yet conducted operations
Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş.– the company does not conduct its operations, is in the process of
liquidation.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 15
1.3 Composition of the Management Board
In the period covered by the consolidated 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. Basis for drafting the financial statements
2.1 Compliance statement
These consolidated financial statements were prepared based on International Financial Reporting Standards (IFRS).
The consolidated financial statements of the XTB S.A. Group prepared for the period from 1 January 2022 to
31 December 2022 with comparative data for the year ended 31 December 2021 cover the Parent Company’s financial
data and financial data of the subsidiaries comprising the “Group”.
These consolidated 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 made in order to reconcile their financial statements with the IFRS.
The consolidated financial statements were approved by the Management Board of the Parent Company on
21 March 2023.
Drafting this 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”).
2.2 Functional currency and reporting currency
The functional currency and the presentation currency of these consolidated financial statements is the Polish zloty
(“PLN”), and unless stated otherwise, all amounts are shown in thousands of zloty (PLN’000).
2.3 Going concern
The consolidated financial statements were prepared based on the assumption that the Group would continue as
a going concern in the foreseeable future. At the date of preparation of these consolidated financial statements, the
Management Board of XTB S.A. does not state any circumstances that would threaten the Group companies’ continued
operations with the exception of subsidiary Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş. in Turkey and Lirsar S.A. en
liquidacion in Uruguay described in note 1.2.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 16
2.4 Comparability of data and consistency of the policies applied
Data presented in the consolidated financial statements is comparable and prepared under the same principles for all
periods covered by the consolidated financial statements.
2.5 The impact of COVID-19 on the Group’s results
In March 2020 the World Health Organization determined that COVID disease can be treated as a pandemic. Due to
significant increase of this disease all over the world, countries take numerous action to limit or delay it’s spread.
Undertaken measures have increasing impact on global economy The Parent Company’s Management Board does not
identify any further impact of the COVID-19 pandemic on the Group’s operations.
2.6 The impact of Russia’s invasion of Ukraine on the Group’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 has no significant impact on the Group, however, it caused
high volatility in the financial and commodity markets around the world, which affected the transaction activity of XTB
clients and the Group's results.
2.7 Changes in the accounting policies
The accounting policies applied in the preparation of the interim condensed consolidated financial statements are
consistent with those applied in the preparation of the consolidated financial statements of the Group for the year
ended 31 December 2021, except for the application of new or amended standards and interpretations applicable to
annual periods beginning on or after 1 January 2022.
Annual amendments to various standards due to “Improvements to IFRS (Cycle 2018-2020)”
Amendments to IAS 37 - Onerous Contracts—Cost of Fulfilling a Contract
Amendments to IAS 16 - Property, Plant and Equipment — Proceeds before Intended Use
Amendments to IFRS 3 – Reference to the Conceptual Framework
The Group 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 2022 do not have a significant impact on the Group's annual consolidated financial
statements.
2.8 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 17 “Insurance contracts” and amendments to IFRS 17 – effective for financial years beginning
on or after 1 January 2023;
Amendments to IAS 1 "Presentation of financial statements" and IFRS Board Guidelines on disclosures regarding
accounting policies in practice – effective for financial years beginning on or after 1 January 2023;
Amendments to IAS 8 “Accounting policies, changes in accounting estimates and errors” – effective for financial years
beginning on or after 1 January 2023;
Amendments to IAS 12 Income Taxes - deferred tax related to assets and liabilities arising from a single transaction
– effective for financial years beginning on or after 1 January 2023;
Amendments to IFRS 17 “Insurance Contracts” - initial application of IFRS 17 and IFRS 9 – effective for financial years
beginning on or after 1 January 2023;
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 17
Amendments to IFRS 16 "Leases" - lease liabilities in sale and leaseback transactions – 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 1 “Presentation of Financial Statements” - classification of liabilities as current or non-current–
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 IFRS 14 "Regulatory Accruals" – the endorsement process of these Amendments has been
postponed by EU - the effective date was deferred indefinitely by IASB;
Amendments to IFRS 10 and IAS 28 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 Group’s condensed consolidated 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 which is described in details in notes 4.13 and 4.14. Variable remuneration,
liabilities due to reimbursements and other in the case of the Group do not occur.
Amortization periods of intangible assets
Amortization period of the isolated intangible asset in the form of the licence for conducting brokerage activities on the
Belizean market is assessed based on the expected economic useful life of this asset. The amortization period was
determined according to the expected useful life of the asset on the Belizean market no shorter than 10 years. Should
the circumstances leading to a change in the expected useful life change, the amortization rates also would change,
which will have an impact on the value of amortization charges and the net book value of intangible assets.
3.1 Material estimates and valuations
In order to prepare its financial statements in accordance with the IFRS, the Group 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 Group’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 Group, 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 Group makes estimates are presented below.
3.2 Impairment of assets
As at each balance sheet date, the Group determines whether there are any indications of impairment of a given
financial asset or group of financial assets. In particular, the Group tests its past due receivables for impairment and
writes down the estimated amount of doubtful and uncollectible receivables.
At each balance sheet date, the Group 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.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 18
Deferred income tax assets
At each balance sheet date, the Parent 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 utilized, which is described in note 29.2.2.
Period for settlement of the deferred tax asset
The Group 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 Group 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 37 – Risk management.
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 Group’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 accounting principles
4.1 Rules of consolidation
The consolidated financial statements contain the financial information of the Parent Company and subsidiaries as at
31 December 2022 and 31 December 2021. The financial statements of subsidiaries, after adjustments made to ensure
compliance with the IFRS, are prepared for the same reporting period as the financial statements of their parent
companies, with the application of consistent accounting principles, based on uniform accounting policies applied to
transactions and economic events of a similar nature. Adjustments are made in order to eliminate any discrepancies in
the accounting methods.
4.1.1 Business combinations
Acquisitions of entities and organised parts of the business are recognised under the acquisition method. Each payment
made as a result of a business combination is measured at the aggregate fair value (as at the date of payment) of
transferred assets, liabilities incurred or acquired and capital investments issued in exchange for taking over the target.
Costs directly related to the business combination are recognised in profit or loss at the time they were incurred.
In some cases, the payment transferred also includes assets or liabilities arising under contingent payment, measured
at fair value at the date of acquisition. Changes in the fair value of a contingent payment over subsequent periods are
recognised as changes in the cost of the combination only if they can be classified as changes over the measurement
period.
All other changes are settled in accordance with applicable IFRS regulations. Changes in the fair value of a contingent
payment classified as an equity component are not disclosed.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 19
Identifiable assets, liabilities and contingent liabilities of the target that meet the criteria for disclosure under IFRS 3
Business combinations are recognised at fair value as at the acquisition date, taking into account the exceptions set out
in IFRS 3.
In settling transactions under joint control, the Group applies the acquisition method.
Where control is acquired as a consequence of several subsequent transactions, interests held as at the date of takeover
are measured at fair value and their results are recognised in income or expenses for the period. Amounts accrued
under shares in that entity, previously recognised under comprehensive income, are carried over to income or expenses
for the period.
4.1.2 Investments in subsidiaries
Subsidiaries are understood as entities controlled by the Parent Company (inclusive of special purpose entities). It is
assumed that the Group controls another entity in which the investment was made, when due to its involvement in this
unit it is exposed to changing financial results, or when it has rights to variable financial results and the ability to affect
the amount of these financial results through the exercise of power over the entity.
Financial results of subsidiaries acquired or sold in the course of the year are recognised in the consolidated financial
statements from/until the time of their effective acquisition or disposal.
Any transactions, balances, income and expenses between the entities consolidated within the Group are subject to full
consolidation elimination.
Non–controlling interests are presented separately from equity attributable to the owners of the Parent Company. Non–
controlling interests may initially be measured at fair value or in proportion to the fair value share of acquired net
assets. One of the above methods may be selected by any business combination. In subsequent periods, the value of
non–controlling interests comprises the value initially recognised, adjusted for changes in the value of the entity’s equity
in relation to the shares held. Comprehensive income is allocated to non–controlling interests even if it results in
a negative value for these interests.
Changes in the share in a subsidiary not resulting in a loss of control are recognised as equity transactions. The book
values of the share of the Parent Company’s owners and of the non–controlling interests are modified accordingly to
reflect any changes in the interest structure. The difference between the value by which the value of non–controlling
interests is adjusted and the fair value of the payment received or made is recognised directly in equity.
In the event of a loss of control over a subsidiary, the gain or loss on the disposal is calculated as the difference between:
(i) the total fair value of the payment received and the fair value of the entity’s shares remaining with the Parent
Company, and (ii) the book value of assets (together with goodwill), liabilities and non–controlling interests. Amounts
recognised for the entity being sold under other items of comprehensive income are reclassified to the income or
expense for the period. The fair value of assets in the entity remaining with the Parent Company following the disposal
is treated as the initial fair value for the purpose of their subsequent disclosure under IAS 39, or initial cost of shares in
associates or joint ventures.
4.1.3 Goodwill
Goodwill occurring at acquisition results from a surplus, as at the date of acquisition, of the sum of the payment made,
the value of non–controlling interests and the fair value of previously held shares in the target over the Parent
Company’s share in the net fair value of identifiable assets, liabilities and contingent liabilities of the entity, recognised
as at the date of acquisition.
If a negative value occurs, another review is performed of the fair value calculations for each net asset being acquired.
If the value remains negative after the review, it is promptly disclosed under profit or loss.
Goodwill is initially disclosed as an asset at purchase price being the amount of the above–mentioned surplus, and then
measured at purchase price less accumulated impairment loss.
For the purpose of testing for impairment, goodwill is allocated to individual cash–generating units that should benefit
from synergies resulting from the combination. Cash–generating units to which goodwill is allocated are tested for
impairment once a year or more often, if there are reasonable grounds to suspect that impairment has occurred. If the
recoverable amount of a cash–generating unit is lower than its carrying amount, impairment loss is first allocated to
reduce the carrying amount of goodwill allocated to that unit, and then to other assets of that unit in proportion to the
carrying amount of that entity’s assets. Impairment loss entered for goodwill cannot be reversed in the next period.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 20
At the time of disposal of a subsidiary or a jointly–controlled entity, the portion of goodwill allocated thereto is taken
into account in calculating the profit/loss on disposal.
Goodwill resulting from acquisition of an entity located overseas is treated as an asset of the entity located overseas
and is translated at the exchange rate in effect on the balance sheet date.
4.2 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. Non–cash items are carried based on historical cost.
The Parent Company’s functional currency is the Polish zloty, which is also the functional currency of these consolidated
financial statements.
Foreign exchange differences are reported under revenue or expenses of the period in which they occur, except for:
foreign exchange differences regarding construction–in–progress which are included in expenses connected with
such construction–in–progress and treated as adjustments of interest expenses on loans in foreign currencies;
foreign exchange differences arising from cash items of receivables or amounts due to foreign operations with
whom no settlements are planned, or such settlements are improbable, representing a portion of net investments
into a foreign operation and recognised under capital reserve on the translation of foreign operations and profit/loss
on the disposal of a net investment.
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:
CURRENCY
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
31.12.2022
31.12.2021
31.12.2022
31.12.2021
USD
4,4018
4,0600
4,4679
3,8757
EUR
4,6899
4,5994
4,6883
4,5775
CZK
0,1942
0,1850
0,1910
0,1785
RON
0,9475
0,9293
0,9501
0,9293
HUF
0,0117
0,0125
-
-
GBP
5,2957
5,4846
5,4900
5,3308
TRY
0,2349
0,3016
0,2700
0,4350
CLP
0,0051
0,0048
0,0051
0,0051
4.3 Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and bank deposits on demand. Other monetary assets are
short–term, highly liquid investments that are readily convertible to specific amounts of cash and which are subject to
an insignificant risk of changes in value. The Group 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.
Cash flows are inflows and outflows of cash and other monetary assets. The Group discloses cash flows from operating
activities using the indirect method, whereby profit or loss is adjusted for the effects of non–cash transactions, any
deferrals or accruals of past or future operating cash receipts or payments, and items of income or expense associated
with investing or financing cash flows and items of income or expense associated with investing or financing cash flows.
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 Group’s own cash and customers’ cash. Customers’ cash is deposited in bank accounts separately
from the Group’s cash. Customers’ cash and cash equivalents are not analysed in the consolidated cash flow statements.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 21
4.4 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
debt instruments at amortised cost;
debt instruments at fair value through other comprehensive income;
equity instruments at fair value through other comprehensive income, and
financial assets at fair value through P&L.
Financial liabilities are classified as:
financial liabilities at fair value through P&L and
other financial liabilities at amortized cost.
Financial assets classification
Financial assets are classified to the following categories:
measured at amortised cost,
measured at fair value through P&L,
measured at fair value through other comprehensive income.
The Group 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.
Initial measurement
Except for certain trade receivables, at initial recognition, an entity measures a financial asset at its fair value plus or
minus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly
attributable to the acquisition or issue of the financial asset.
Derecognition
Financial assets are derecognised when:
the contractual rights to the cash flows from the financial asset expired, or
the contractual rights to the cash flows from the financial asset were transferred and the Company transferred all
risks and rewards of ownership of the financial asset.
Subsequent measurement of financial assets
After initial recognition financial assets are classified to one of the below categories:
debt instruments at amortised cost;
debt instruments at fair value through other comprehensive income;
equity instruments at fair value through other comprehensive income;
financial assets at fair value through P&L.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 22
4.4.1 Debt instruments measured 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.
4.4.2 Debt instruments measured at fair value through other comprehensive
income
Financial asset is measured at fair value through other comprehensive income if both of the following conditions are
met:
the financial asset is held within a business model whose objective is achieved by both collecting contractual cash
flows and selling financial assets and
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, exchange rate differences and impairment gains or losses for a financial asset are recognized in profit
or loss and calculated in the same way as in case of financial assets measured in amortised cost. Other changes in fair
value are recognized in other comprehensive income. On derecognition of a financial asset its entirety profit or loss
previously recognized in other comprehensive income is reclassified from equity to profit or loss.
Interest revenue is calculated by using the effective interest method and recognized in profit or loss in position “Finance
income”.
4.4.3 Equity instruments – financial assets measured at fair value through other
comprehensive income
At initial recognition, an entity may make an irrevocable election to present in other comprehensive income subsequent
changes in the fair value of an investment in an equity instrument that is neither held for trading nor contingent
consideration recognised by an acquirer in a business combination to which IFRS 3 applies. Such election is made
separately for each equity instrument. The cumulative gain or loss previously recognised in other comprehensive
income is not subject to reclassification to profit or loss. Dividends are recognised in profit or loss when the entity's
right to receive payment of the dividend is established, unless the dividend clearly represents a recovery of part of the
cost of the investment.
4.4.4 Financial assets measured at fair value through profit or loss
Financial assets items which do not meet the criteria of measurement at amortised cost or at fair value through other
comprehensive income 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 Group falls into this category mainly OTC derivatives and stocks.
4.4.5 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.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 23
The fair value of a financial instrument at initial recognition is the transaction price, i.e. fair value of the price paid or
received.
Pursuant to IFRS 13 “Fair Value Measurement”, the Group 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;
3. valuation models using unobservable data (not derived from an active market).
Valuation techniques used to determine fair value are applied consistently. Change in valuation techniques resulting in
a transfer between these methods occurs when:
transfer from Method 1 to 2 takes place when, for financial instruments measured using Method 1, quoted prices
from an active market are not available at the balance sheet date (and they used to be);
transfer from Method 2 to 3 takes place when, for financial instruments measured using Method 2, the value of
parameters not derived from the market has become material at a given balance sheet date (and it used to be
immaterial).
4.4.6 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.
Concerning listed stock classified as available for sale, a material or long-term decline in share prices is considered to
be objective evidence of impairment.
For certain categories of financial assets, e.g. trade receivables, specific assets which are not considered past due, are
tested for impairment cumulatively. Objective evidence of impairment of a portfolio of receivables includes the
Company’s experience in collecting receivables; increase in the number of payments past due by 90 days on average
and observable changes in the domestic or local economic environment which are connected with cases of the untimely
payment of liabilities
At each reporting date, an entity measures the loss allowance for a financial instrument at an amount equal to the
lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial
recognition. At each reporting date, an entity assesses whether the credit risk on a financial instrument has increased
significantly since initial recognition. When making the assessment, an entity uses the change in the risk of a default
occurring over the expected life of the financial instrument instead of the change in the amount of expected credit
losses. To make that assessment, an entity compares the risk of a default occurring on the financial instrument as at
the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition
and consider reasonable and supportable information, that is available without undue cost or effort, that is indicative
of significant increases in credit risk since initial recognition.
4.4.7 Derecognition of financial assets from the balance sheet
The Group derecognises a financial asset from the balance sheet only when contractual rights to cash flows generated
by the asset expire or when the financial asset with essentially all risks and rewards of ownership of such asset is
transferred to another entity. If the Group does not transfer or retain essentially all risks and rewards of ownership of
such asset, and continues to control it, the Group recognises the retained share in such asset and related liabilities
under payments due, if any. If, in turn, the Group retains essentially all the risks and benefits of the asset transferred,
it continues to recognise the relevant financial asset. At the time of derecognising a financial asset in full, the difference
between (i) the carrying amount and (ii) the sum of payment received and any accumulated gains or losses entered
under other comprehensive income, is recognised under the income or expenses for the period.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 24
4.4.8 Financial liabilities held for trading (at fair value through profit or loss)
In this category the Group includes financial liabilities held for trading or classified as carried at fair value through profit
or loss at initial disclosure.
A financial liability is classified as held for trading if:
it was incurred primarily for repurchase over a short period of time;
it is part of a specific financial instrument portfolio managed jointly by the Company in accordance with the current
and actual model for generating short–term 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:
a) it eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as ‘an
accounting mismatch’) that would otherwise arise from measuring assets or liabilities or recognising the gains and
losses on them on different bases; or
b) a group of financial liabilities or financial assets and financial liabilities is managed and its performance is evaluated
on a fair value basis, in accordance with a documented risk management or investment strategy, and information about
the group is provided internally on that basis to the entity's key management personnel (as defined in IAS 24 Related
Party Disclosures), for example, the entity's board of directors and chief executive officer.
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.
4.4.9 Other financial liabilities
Other financial liabilities, 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.
The effective interest rate method is used to calculate amortised cost of a liability and to allocate interest costs in the
appropriate period. The effective interest rate is a rate effectively discounting future cash payments in the anticipated
useful life of a given liability or a shorter period if necessary.
4.4.10 Derecognition of financial liabilities from the balance sheet
The Group derecognises financial liabilities from the balance sheet only if the appropriate liabilities of the Group are
performed, invalidated or if they expire. At the time of derecognising a financial liability, the difference between (i) the
carrying amount and (ii) the sum of payment made any accumulated gains or losses is entered under income or
expenses for the period.
4.5 Contributions to the compensation scheme
The Parent Company makes obligatory payments to the compensation scheme maintained by KDPW which constitute
long–term receivables of the compensation scheme participant due from the KDPW.
Pursuant to the Act on Trading in Financial Instruments of 29 July 2005 (Journal of Laws No. 183, item 1538, as amended,
hereinafter, the “Act”), the Parent Company participates in the obligatory compensation scheme. The purpose of the
compensation scheme maintained by the KDPW is to secure the assets held in cash accounts and securities accounts
of customers of brokerage houses and banks maintaining securities accounts, in the event of their loss, in accordance
with the principles established in the Act. The compensation scheme is created from payments made by its participants
and profits generated on such payments. Payments contributed to the compensation system may be returned to
a brokerage house only when it is fully discharged from participation in the system (it winds up its operations specified
in the decision on withdrawal, repeal of a permit to provide brokerage services or expiry of such permit) and provided
that such funds have not already been used for purposes as specified. On a quarterly basis, the KDPW informs system
participants of accrued profits. The Parent Company’s payments to the compensation system are reported as expenses,
under “Other costs” in the comprehensive income statement.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 25
The Parent Company maintains a register of payments to the compensation system and profits generated in connection
with the management of funds collected by the KDPW in the compensation scheme in a manner that enables calculation
of the balances of payments made and profits accrued.
4.6 Intangible assets
Intangible assets include the Group’s assets which do not exist physically, which are identifiable and can be reliably
measured, and which will give the Group 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 write–offs, if any.
Intangible assets arising as a result of development works are disclosed in the statement of financial position, provided
that the following conditions are met:
from a technical point of view, it is feasible to complete the intangible asset so that it is available for use or sale;
it is possible to demonstrate the intent to complete the intangible asset and to use and sell it;
the intangible asset will be fit for use or sale;
it is known how the intangible asset will generate probable future economic benefits;
technical and financial resources necessary to complete development works and its use or sale will be provided;
it is possible to reliably measure the expenditures attributable to the intangible asset during its development.
The expenditures attributable to the intangible asset during its development and expenditures that do not meet the
above criteria are disclosed as expenses in the comprehensive income statement as on the date they were incurred.
Amortisation of intangible assets is carried out on the basis of rates reflecting their estimated useful lives. The Group
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
Intangible assets are tested for impairment, whenever there is an indication of impairment, however with regard to
intangible assets in the period of realisation, a potential impairment is defined at each balance sheet date. Effects of
impairment and of amortisation of intangible assets are disclosed under operating expenses.
Intangible assets held under finance lease agreements are depreciated over their expected useful life, in the same
manner as own assets, but for a period no longer than the term of the lease.
Gains or losses from sale / liquidation or discontinued use of items of property, plant and equipment are defined as
the difference between revenue from sales and the carrying amount of these items, and disclosed in the comprehensive
income statement.
4.7 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 Group 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 include significant specialist spare parts which are elements of a tangible asset.
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.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 26
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
Computers 5 years
Vehicles 5 years
Office furniture and equipment from 5 to 12 years
Assets held under finance lease agreements are depreciated over their expected useful life, in the same manner as own
assets, but for a period no longer than the term of lease.
Gains or losses from sale / liquidation or discontinued use of items of property, plant and equipment are defined as
the difference between revenue from sales and the carrying amount of these items, and disclosed in the comprehensive
income statement.
4.8 Lease
IFRS 16 introduces a unitary model of the lessee's accounting and requires the lessee to recognize assets and liabilities
resulting from each lease with a period exceeding 12 months, unless the underlying asset is of low value. At the
commencement date, the lessee recognizes an asset representing the right to use the underlying asset and a liability
to make lease payments.
Identifying a lease
At new contract inception, the Group 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. In order to assess if an agreement transfers the right to control the use of an identified
asset for a given period, the Group shall determine whether throughout the entire period of use the customer enjoys
the following rights:
a) the right to obtain substantially all economic benefits from the use of the identified asset and
b) the right to manage the use of the identified asset.
Should the Group 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 as per IFRS 16 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 Group 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 Group measured the right of use asset at cost.
The cost of the right of use asset is inclusive of the following:
a) the amount of the initial measurement of the lease liability,
b) all lease payments paid on or before the date of commencement, less any lease incentives received,
c) all initial costs directly incurred by the lessee, and
d) estimated costs to be incurred by the lessee in connection with the dismantling and removal of underlying assets,
the refurbishment of premises within which they were located, or the refurbishment of underlying assets to the
condition required by the terms and conditions of the lease.
Lease payments included in the evaluation of lease liability include:
- fixed lease payments;
- variable lease payments, which depend on an index or a rate, initially measured using the index or rate as at the
commencement date;
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 27
- amounts that are expected to be paid by the lessee as part of the guaranteed residual value;
- the call exercise price, should it be assumed with reasonable certainty that the Group shall decide to exercise the call
option;
- penalty payments for termination of a lease, unless it can be assumed with reasonable certainty that the Group shall
not terminate the lease.
Variable payments, which do not depend on an index or a rate should not be taken into account when calculating lease
liability. Such payments are recognised in the profit or loss in the period of the occurrence which renders them payable.
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 lessee.
The Group does not discount lease liabilities by the lease interest rate as the calculation of such rates requires
information known only to the lessor (the non-guaranteed residual value of the leased asset as well as the direct costs
incurred by the lessor).
Determining the lessee’s marginal interest rate
Marginal interest rates were specified as the sum of:
a) the risk free rate, based on the Interest Rate Swap (IRS) in accordance with the maturity of the discount rate, and the
relevant basic rate for the given currency, as well as
b) the Group's credit risk premium based on the credit margin calculated inclusive of the credit risk segmentation of all
companies which have entered into lease agreements.
Subsequent measurement
After the commencement date, the lessee measures the right of use asset applying the cost model.
In applying the cost model, the lessee shall measure the cost of the right of use asset:
a) less any accumulated depreciation and accumulated impairment losses; and
b) adjusted in respect of any updates to the measurement of lease liability not resulting in the necessity for recognition
of a separate asset.
After the date of commencement the lessee shall measure the lease liability by:
a) increasing the carrying amount to reflect interest on the lease liability,
b) decreasing the carrying amount to reflect the leasing payments made, and
c) remeasuring of the carrying amount to reflect any reassessment or lease modifications or to revise in-substance fixed
lease payments.
The Group shall remeasure the lease liability in cases where there is a change in future lease payments as a result of
a change in the index or rate used to determine lease payments (e.g. a change in payment associated with the right of
perpetual use), in cases where there is a change in the amount expected by the Group to be payable under the residual
amount guarantee, or if the Group reassesses the likelihood of the exercise of the call option, or the extension or
termination of the lease.
Updated of the lease liability also adjusts the value of the right of use asset. In a situation where the carrying amount
of the right of use asset has been reduced to zero, further reductions in the measurement of the lease liability shall be
recognised by the Group as profit or loss.
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 Group 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
The Group applies IAS 36 Impairment of Assets to determine whether the right of use asset is impaired and to account
for any impairment loss identified.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 28
Simplifications and practical solutions in the application of IFRS 16
Short-term lease
The Group 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, or
- another systematic method, if it better reflects the way of spreading the benefits gained by the user in time.
Leases of low-value assets
The Group does not apply the rules concerning recognition, measurement and presentation outlined in IFRS 16 to lease
agreements 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.
An asset covered by a lease must not be counted as a low-value asset if the asset would typically not be of low value
when new. As low-value items, the Group includes for example: coffee machines, printers and small items of furniture.
The underlying asset may have a low-value only if:
a) the lessee may benefit from use of the underlying asset itself or with other resources which are readily available to
him, and
b) the underlying asset is not highly dependent on or related to other assets.
4.9 Impairment of property, plant and equipment and intangible assets except
goodwill
As at each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment and
intangible assets for indications of impairment. If such indications are identified, the Group estimates the recoverable
amount of a given asset in order to determine the potential write-down thereon. When an asset does not generate cash
flows that are largely independent of those from other assets, an analysis is carried out for the Group’s cash-generating
assets to which a given asset belongs. Where it is possible to specify a reliable and uniform allocation basis, the Group’s
property, plant and equipment are allocated to the relevant cash-generating units or the smallest clusters of cash-
generating units for which such reliable and uniform allocation bases can be established.
For intangible assets with an indefinite useful life, an impairment test is performed yearly and whenever there are any
indications of potential impairment.
The recoverable amount is calculated as the higher of: fair value less selling costs or value-in-use. The latter value
represents the current value of estimated future cash flows discounted using the discount rate before tax taking into
account the current market time value of money and the asset-specific risk.
If the recoverable amount is lower than the carrying amount of an asset (or a cash-generating unit), the carrying amount
of the asset or the unit is decreased to the recoverable amount. Impairment loss is recognised promptly as the cost of
the period when it occurred.
If the impairment loss is then reversed, the net value of an asset (or a cash-generating unit) is increased to the newly
estimated recoverable amount, however no higher than the carrying amount of the assets that would be established
had the impairment loss of an asset / cash-generating unit not been recognised in the preceding years. A reversal of
impairment losses is disclosed promptly in the comprehensive income statement.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 29
4.10 Provisions for liabilities
Provisions for liabilities are established when the Group 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.
4.10.1 Onerous contracts
Current liabilities under onerous contracts are disclosed as provisions. A contract entered into by the Group is
considered to be onerous if it involves inevitable costs of performance of contractual obligations whose value exceeds
the value of economic benefits expected under the contract.
4.11 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.
4.12 Customers’ financial instruments and nominal values of transactions on
derivatives (off–balance sheet items)
Off–balance 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 Group’s customers, acquired on the regulated stock
exchange market and deposited in the accounts of the Group’s customers.
4.13 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 held for trading: result on financial instruments on transactions with customers and
brokers;
The net income/(costs) on financial assets held to maturity: 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.
4.14 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 Group and disclosed at
the date when the services were provided.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 30
4.15 Cost of employee benefits
Short–term employee benefits, including specific contributions to benefit schemes, are disclosed in the period when
the Group 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.
Post–employment benefits in the form of benefit schemes (retirement severance pays) and other long–term benefits
(length of service bonuses, etc.) are determined using the projected personal right method, with an actuarial valuation
performed at each balance sheet date. Actuarial gains and losses are disclosed in full in the comprehensive income
statement. Past service costs are recognised promptly to the extent in which they pertain to benefits already gained,
and in other cases amortised with the straight line method for the average period after which such benefits are gained.
Pursuant to the requirements of the Regulation of the Minister of Finance of 2 December 2011 on the principles of defining
the policy of variable remuneration elements for the management staff by brokerage houses, starting from 2012, the
Parent Company applies the policy of variable remuneration elements for the persons occupying key positions. Benefits
granted to the employees within the framework of the Program of variable remuneration elements are granted in cash –
50 per cent and in the form of the financial instruments whose value is related to the Parent Company’s financial standing
– 50 per cent. The part of benefits granted in the form of financial instruments whose value is related to the Parent
Company’s financial standing, is paid in cash within three years after the date of being granted. The provision for employee
benefits due to variable remuneration elements is recognised in accordance with IAS 19 in the comprehensive income
statement in “Employee benefits and remuneration”.
4.16 Finance income and costs
Finance income includes interest income on funds invested by the Group. 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.
4.17 Tax
The entity’s income tax comprises current tax due and deferred tax.
4.17.1 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 non–taxable 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 Parent Company and its subsidiaries are located.
Regulations concerning the tax on goods and services, corporate income tax and the burden of social insurance are
subject to frequent changes. These frequent changes result in lack of appropriate benchmarks, inconsistent
interpretations and few established precedents that could be applied. The current regulations also contain
uncertainties, resulting in differences in opinion regarding the legal interpretation of tax regulations both between
government bodies and companies.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 31
Tax settlements and other areas of activity (for example, customs or foreign exchange) may be subject to inspection by
control authorities that are entitled to impose high penalties and fines, and any additional tax liabilities resulting from
inspections must be paid together with high interest. These conditions cause that tax risk in Poland is higher than in
countries with more mature tax systems.
Consequently, the amounts reported and disclosed in the financial statements may change in the future as a result of
a final decision of the tax audit.
On 15 July 2016 changes have been introduced to the Tax Code to take into account the provisions of the General Anti
Avoidance Rules (GAAR). GAAR is to prevent the formation and use of artificial legal structures created in order to avoid
payment of tax in Poland. GAAR defines tax avoidance operation as an action made primarily in order to achieve a tax
advantage being in conflict with the subject and purpose of the provisions of the Tax Act. According to GAAR such
activity does not result in the achievement of a tax advantage if the behaviour was artificial. Any occurrence of
(i) unjustified sharing operations, (ii) the involvement of intermediaries, despite the lack of economic justification or
business, (iii) the elements mutually terminating or compensating, and (iv) other actions with a similar effect to the
aforementioned, may be treated as a condition of existence false operations covered by GAAR. The new regulations will
require greater judgment when assessing the tax consequences of particular transactions.
GAAR clause should apply to transactions made after its entry into force and to the transactions that were carried out
prior to the entry into force of the GAAR clause but for which the benefits have been achieved or are still. The
implementation of these regulations will enable the Polish tax authorities to question legal arrangements and
agreements carried out by the taxpayers, such as restructuring and group reorganization.
4.17.2 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 Group 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.
4.17.3 Current and deferred tax for the current reporting period
Current and deferred tax is disclosed in the comprehensive income statement, except for cases in which it pertains to
items that credit or debit other comprehensive income directly, because then the tax is also disclosed in the other
comprehensive income statement, or when it is the result of an initial calculation of a business combination.
4.18 Earnings per share
Earnings per share for each period is calculated by dividing the net profit for the period by the weighted average number
of shares outstanding during the reporting period.
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 32
5. Operating income
5.1 Result of operations in financial instruments
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Financial instruments (CFD)
Index CFDs 687 424
209 304
Commodity CFDs 501 314
313 948
Currency CFDs 251 429
79 761
Stock and ETF CFDs 36 816
34 885
Bond CFDs
796
223
Total CFDs 1 477 779
638 121
Stocks and ETFs 3 494
(689)
Gross gain on transactions in financial instruments 1 481 273
637 432
Bonuses and discounts paid to customers
(5 653)
(2 700)
Commission paid to cooperating brokers (38 460)
(16 279)
Net gain on transactions in financial instruments 1 437 160
618 453
Bonuses paid to clients are strictly related to trading in financial instruments by the customer with Group.
The Group 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
Group and particular brokers relate to the trade between the broker and customers that are not his customers.
The Group’s operating incomes is generated from: (i) spreads (the differences between the “offer” price and the “bid”
price); (ii) fees and commissions charged by the Group 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 Group’s market making activities. The table below presents percentage share
of income categories in gross gain on transactions in financial instruments.
TWELVE
-
MONTH
PERIOD ENDED
TWELVE
-
MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Spread 54%
83%
Swap, fees and commissions 26%
40%
Market Making 20%
-23%
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
31.12.2022
31.12.2021
Fees and charges from institutional clients 3 716
2 754
Fees and charges from retail clients
3 304
2 280
Total income from fees and charges
7 020
5 034
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 33
5.3 Geographical areas
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Operating income
Central and Eastern Europe 842 167
327 289
- including Poland 598 006
209 804
Western Europe 356 196
165 349
Latin America * 197 251
121 314
Middle East
**
48 635
11 643
Total operating income 1 444 249
625 595
* 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 of clients
acquired by this company from the Middle East region.
** 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 country from which the Group derives each time 20% and over of its revenue is Poland with a share of 41,4% (in
2021: 33,5%). Due to the overall share in the Group’s revenue Poland was set apart for presentation purposes within
the geographical area. The share of other countries in the structure of the Group’s revenue by geographical area does
not in any case exceed 20%.
The Group breaks its revenue down into geographical area by country in which a given customer 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.
6. Salaries and employee benefits
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Salaries (162 675)
(111 212)
Social insurance and other benefits (22 239)
(16 997)
Employee
benefits
(7 113)
(3 053)
Total salaries and employee benefits
(192 027)
(131 262)
7. Marketing
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Marketing online
(169 860)
(114
373)
Marketing offline (52 437)
(5 728)
Competitions for clients (72)
-
Total marketing (222 369)
(120 101)
Marketing activities carried out by the Group 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
31.12.2022
31.12.2021
Maintenance costs (2 260)
(3 123)
Costs for renting low-value or short-term tangible assets (3 730)
(599)
Other costs (1 678)
(685)
Total costs of
maintenance and lease of buildings
(7 668)
(4
407)
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 34
9. Other external services
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Support database systems (18 658)
(14 492)
Market data delivery (10 188)
(7 381)
Legal and advisory services (9 690)
(6 928)
Internet and telecommunications (3 666)
(3 486)
Recruitment
(3 054)
(1
087)
Accounting and audit services
(2 176)
(2
124)
IT support services (946)
(1 535)
Postal and courier services (149)
(441)
Translation (142)
(116)
Other external services (1 298)
(844)
Total other external services (49 967)
(38 434)
10. Commission expenses
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Bank commissions (46 568)
(29 863)
Stock exchange fees and charges
(7 457)
(5
256)
Commissions of foreign brokers
(340)
(1
068)
Total commission expenses (54 365)
(36 187)
11. Other expenses
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Receivables impairment write–downs (4 261)
(430)
Business trips (1 979)
(468)
Materials (1 664)
(1 161)
Costs relating to legal risk (632)
-
Representation (570)
(205)
Insurance
(352)
(540)
Liquidation of fixed assets
(184)
(560)
Membership fees (60)
(41)
Other (1 858)
(682)
Total other expenses (11 560)
(4 087)
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
31.12.2022
31.12.2021
Interest income at amortized cost 23 444
378
Foreign exchange gains 15 179
-
Income on bonds 11 741
17 352
Other finance income
209
161
Total finance income
50 573
17 891
Group XTB S.A.
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 35
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Interest paid under lease agreements (841)
(314)
Other interest (143)
(123)
Loss on bonds -
(3 808)
Other finance costs (13)
(13)
Total finance costs (997)
(4 258)
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 Group’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 Group 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 Group does not allocate financial activity and corporate income tax burden on business segments.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 36
CONSOLIDATED COMPREHENSIVE INCOME STATEMENT
FOR TWELVE-MONTH PERIOD ENDED31.12.2022
(IN PLN’000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
CONSOLIDATED
COMPREHENSIVE
INCOME STATEMENT
Net result on transactions in financial instruments
1 421 396
15 764
1 437 160
1 437 160
CFDs
Index CFDs
687 744
(320)
687 424
687 424
Commodity CFDs
487 843
13 471
501 314
501 314
Currency CFDs
248 654
2 775
251
429
251 429
Stock and ETF CFDs
36 816
-
36 816
36 816
Bond CFDs
958
(162)
796
796
Stocks and ETFs
3 494
-
3 494
3 494
Bonuses and discounts paid to customers
(5 653)
-
(5 653)
(5 653)
Commission paid to cooperating brokers
(38 460)
-
(38 460)
(38
460)
Fee and commission income
3 304
3 716
7 020
7 020
Other income
69
-
69
69
Total operating income
1 424 769
19 480
1 444 249
1 444 249
Marketing
(221 587)
(782)
(222 369)
(222 369)
Salaries and employee benefits
(190 106)
(1 921)
(192 027)
(192 027)
Commission expense
(54 352)
(13)
(54 365)
(54 365)
Other external services
(48 961)
(1 006)
(49 967)
(49 967)
Amortization and depreciation
(11 971)
(26)
(11 997)
(11 997)
Taxes and fees
(8 597)
(17)
(8 614)
(8 614)
Cost of
maintenance and lease of buildings
(7 668)
-
(7 668)
(7 668)
Other expenses
(11 355)
(205)
(11 560)
(11 560)
Total operating expenses
(554 597)
(3 970)
(558 567)
(558 567)
Operating profit
870 172
15 510
885 682
885 682
Finance income
-
-
-
50 573
Finance costs
-
-
-
(997)
Profit before tax
-
-
-
935 258
Income tax
-
-
-
(169 162)
Net profit
-
-
-
766 096
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 37
ASSETS AND LIABILITIES AS AT 31.12.2022
(IN PLN’000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
CONSOLIDATED
STATEMENT OF
FINANCIAL POSITION
Customers’ cash and cash equivalents
1 852 516
85 987
1 938 503
1 938 503
Financial assets at fair value through P&L
823 687
18 822
842 509
842 509
Other assets
1 332 037
1 274
1 333 311
1 333 311
Total
assets
4 008 240
106 083
4 114 323
4 114 323
Amounts due to customers
2 215 470
112 258
2 327 728
2 327 728
Financial liabilities held for trading
115 321
(9 769)
105 552
105 552
Other liabilities
174 974
-
174 974
174 974
Total
liabilities
2 505 765
102 489
2 608 254
2 608 254
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 38
CONSOLIDATED COMPREHENSIVE INCOME STATEMENT
FOR TWELVE-MONTH PERIOD ENDED31.12.2021
(IN PLN’000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
CONSOLIDATED
COMPREHENSIVE
INCOME STATEMENT
Net result on transactions in financial instruments
619 222
(769)
618 453
618 453
CFDs
Commodity CFDs
310 714
3 234
313 948
313 948
Index CFDs
212 081
(2 777)
209 304
209 304
Currency CFDs
79 689
72
79 761
79 761
Stock and ETF CFDs
36 174
(1 289)
34 885
34 885
Bond CFDs
232
(9)
223
223
Stocks and ETFs
(689)
-
(689)
(689)
Bonuses and discounts paid to customers
(2 700)
-
(2 700)
(2 700)
Commission paid to cooperating brokers
(16 279)
-
(16 279)
(16 279)
Fee and commission income
2 280
2 754
5 034
5 034
Other income
2 108
-
2 108
2 108
Total operating income
623 610
1 985
625 595
625 595
Salaries and employee benefits
(129 835)
(1 427)
(131 262)
(131 262)
Marketing
(119 427)
(674)
(120 101)
(120 101)
Other external services
(36 883)
(1 551)
(38 434)
(38 434)
Commission expense
(36 174)
(13)
(36 187)
(36 187)
Amortization and depreciation
(8 823)
(98)
(8 921)
(8 921)
Taxes and fees
(5 339)
(34)
(5
373)
(5 373)
Cost of maintenance and lease of buildings
(4 372)
(35)
(4 407)
(4 407)
Other expenses
(3 933)
(154)
(4 087)
(4 087)
Total operating expenses
(344 786)
(3 986)
(348 772)
(348 772)
Operating profit
278 824
(2 001)
276 823
276 823
Finance income
-
-
-
17 891
Finance costs
-
-
-
(4 258)
Profit before tax
-
-
-
290 456
Income tax
-
-
-
(52 626)
Net profit
-
-
-
237 830
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 39
ASSETS AND LIABILITIES AS AT 31.12.2021
(IN PLN’000)
RETAIL
OPERATIONS
INSTITUTIONAL
OPERATIONS
TOTAL
REPORTING
SEGMENTS
CONSOLIDATED
STATEMENT OF
FINANCIAL POSITION
Customers’ cash and cash equivalents
1 719 559
67 310
1 786 869
1 786 869
Financial assets at fair value through P&L
686 492
17 054
703 546
703 546
Other
assets
656 866
462
657 328
657 328
Total assets
3
062 917
84 826
3 147 743
3 147 743
Amounts due to customers
1 943 368
67 122
2 010 490
2 010 490
Financial liabilities held for trading
114 555
13 157
127 712
127 712
Other
liabilities
93 980
1
93 981
93 981
Total liabilities
2 151 903
80 280
2 232 183
2 232 183
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 40
14. Cash and cash equivalents
Broken down by type:
(IN PLN’000)
31.12.2022
31.12.2021
Cash in current accounts in bank and their equivalents 2 853 883
2 376 261
Short-term deposits in bank 307 119
-
Cash and cash equivalents in total 3 161 002
2 376 261
The Group classifies as cash equivalents short-term deposits with maturities of less than 3 months and accrued interest
thereon. Other deposits, i.e., 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)
31.12.2022
31.12.2021
Customers’ cash and cash equivalents 1 938 503
1 786 869
Own cash and cash equivalents 1 222 499
589 392
Cash and cash equivalents in total
3 161 002
2 376 261
Customers’ cash and cash equivalents include the value of clients’ open transactions.
15. Financial assets at fair value through P&L
(IN PLN’000) 31.12.2022
31.12.2021
CFDs
Index CFDs
157 533
113 353
Commodity CFDs 120 387
67 036
Currency CFDs 98 145
89 476
Stock and ETF CFDs 91 867
80 244
Bond CFDs 2 219
28
Debt instruments
362 074
331 926
Stocks and ETFs
10 284
21 483
Total financial assets at fair value through P&L 842 509
703 546
Detailed information on the estimated fair value of the instrument is presented in note 37.1.1.
16. Financial assets at amortised cost
(IN PLN’000) 31.12.2022
31.12.2021
Trade receivables 21 058
21 864
Amounts due from the Central Securities Depository of Poland 13 650
-
Receivables due from clients 5 990
4 629
Deposits 5 640
4 289
Statutory receivables
1 648
968
Gross other receivables 47 986
31 750
Impairment write-downs of receivables (843)
(1 108)
Impairment write-downs of receivables due from clients (5 468)
(4 074)
Total net other receivables 41 675
26 568
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 41
Movements in impairment write-downs of receivables
(IN PLN’000)
31.12.2022
31.12.2021
Impairment write-downs of receivables – at the beginning of the
reporting period
(5 181)
(5 068)
Write
-
downs
recorded
(1 645)
(791)
Write
-
downs reversed
193
361
Write-downs utilized 322
316
Impairment write-downs of receivables – at the end of the reporting
period
(6 311)
(5 182)
Write-downs of receivables in 2022 and 2021 resulted from the debit balances which arose in customers’ accounts in
those periods.
17. Prepayments and deferred costs
(IN PLN’000) 31.12.2022
31.12.2021
Advertising 4 556
2 075
CRM - customer service and sales 4 330
2 026
Licenses and news services 2 620
1 524
Database application
555
850
Prepaid rent
489
543
Insurance 393
300
Other 1 581
1 319
Total prepayments and deferred costs 14 524
8 637
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 42
18. Intangible assets
Intangible assets in the period from 1 January 2022 to 31 December 2022
(IN PLN’000)
LICENCES FOR COMPUTER
SOFTWARE
INTANGIBLE ASSETS
MANUFACTURED INTERNALLY
OTHER
INTANGIBLE
ASSETS
TOTAL
Gross value as at 1 January 2022
5 422
10 792
4 814
21 028
Additions
1 117
-
-
1 117
Sale and scrapping
(132)
-
-
(132)
Net foreign exchange
differences
(2)
-
-
(2)
Gross value as at 31 December 2022
6 405
10 792
4 814
22 011
Accumulated amortization as at 1 January 2022
(4 968)
(10 792)
(4 683)
(20 443)
Amortization for the current period
(235)
-
(26)
(261)
Sale and
scrapping
132
-
-
132
Net foreign exchange differences
2
-
-
2
Accumulated amortization as at 31 December 2022
(5 069)
(10 792)
(4 709)
(20 570)
Net book value as at 1 January 2022
454
-
131
585
Net book value as at 31 December 2022
1
336
-
105
1 441
Intangible assets manufactured internally relate to a financial instrument trading platform and applications compatible with this platform. Other intangible assets relate to
the separated licence value under the acquisition of the subsidiary described in note 1.2 and client base purchased by XTB International. Client base was purchased on
18 April 2017 from company in Chile for the amount of USD 540 thousand.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 43
Intangible assets in the period from 1 January 2021 to 31 December 2021
(IN PLN’000)
LICENCES FOR COMPUTER
SOFTWARE
INTANGIBLE ASSETS
MANUFACTURED INTERNALLY
OTHER
INTANGIBLE
ASSETS
TOTAL
Gross value as at 1 January 2021
5 961
10 792
4 814
21 567
Additions
210
-
-
210
Sale and scrapping
(760)
-
-
(760)
Net foreign exchange
differences
11
-
-
11
Gross value as at 31 December 2021
5 422
10 792
4 814
21 028
Accumulated amortization as at 1 January 2021
(5 479)
(10 792)
(4 657)
(20 928)
Amortization for the current period
(238)
-
(26)
(264)
Sale and scrapping
760
-
-
760
Net foreign exchange differences
(11)
-
-
(11)
Accumulated amortization as at 31 December 2021
(4 968)
(10 792)
(4 683)
(20 443)
Net book value as at 1 January 2021
482
-
157
639
Net book value as at 31 December 2021
454
-
131
585
Intangible assets manufactured internally relate to a financial instrument trading platform and applications compatible with this platform. Other intangible assets relate to
the separated licence value under the acquisition of the subsidiary described in note 1.2 and client base purchased by XTB International. Client base was purchased on
18 April 2017 from company in Chile for the amount of USD 540 thousand.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 44
19. Property, plant and equipment
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 19 436
8 385
12 347
413
336
40 917
Additions
9 702
2 072
-
-
851
12 625
Lease -
-
27 731
297
-
28 028
Sale and scrapping (758)
(1 243)
(1 622)
(102)
-
(3 725)
Net foreign exchange differences 48
91
524
12
-
675
Gross value as at 31 December 2022 28 428
9 305
38 980
620
1 187
78 520
Accumulated amortization as at 1 January 2022
(14 626)
(4 489)
(5 373)
(223)
-
(24 711)
Amortization for the current period (3 293)
(941)
(7 387)
(115)
-
(11 736)
Sale and scrapping 752
1 055
1 600
101
-
3 508
Net foreign exchange differences (21)
(56)
(193)
(8)
-
(278)
Accumulated amortization as at 31 December
2022 (17 188)
(4 431)
(11 353)
(245)
-
(33 217)
Net book value as at 1 January 2022 4 810
3 896
6 974
190
336
16 206
Net book value as at 31 December 2022 11 240
4 874
27 627
375
1 187
45 303
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 45
Property, plant and equipment in the period from 1 January 2021 to 31 December 2021
(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 2021 15 882
7 665
15 153
361
23
39 084
Additions
4 214
3 280
-
-
312
7 806
Lease -
-
4 326
195
-
4 521
Sale and scrapping (607)
(2 587)
(7 066)
(149)
-
(10 409)
Net foreign exchange differences (53)
27
(66)
6
1
(85)
Gross value as at 31 December 2021 19 436
8 385
12 347
413
336
40 917
Accumulated amortization as at 1 January 2021 (12 364)
(6 010)
(7 207)
(243)
-
(25 824)
Amortization for the current period (2 899)
(658)
(4 978)
(122)
-
(8 657)
Sale and scrapping
602
2 203
6 832
147
-
9 784
Net foreign exchange differences 35
(24)
(20)
(5)
-
(14)
Accumulated amortization as at 31 December
2021 (14 626)
(4 489)
(5 373)
(223)
-
(24 711)
Net book value as at 1 January 2021 3 518
1 655
7 946
118
23
13 260
Net book value as at 31 December 2021 4 810
3 896
6 974
190
336
16 206
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 46
Non-current assets by geographical area
(IN PLN’000)
31.12.2022
31.12.2021
Non-current assets
Central and Eastern Europe 31 773
8 900
- including Poland 31 013
8 136
Western Europe 13 911
6 373
Latin America and Turkey
1 060
1 518
Total non
-
current assets
46 744
16 791
20. Amounts due to customers
(IN PLN’000)
31.12.2022
31.12.2021
Amounts due to retail customers 2 215 470
1 943 368
Amounts due to institutional customers 112 258
67 122
Total amounts due to customers 2 327 728
2 010 490
Amounts due to customers are connected with transactions concluded by the customers (including cash deposited in
the customers’ accounts).
21. Financial liabilities held for trading
(IN PLN’000)
31.12.2022
31.12.2021
Financial instruments (CFD)
Index CFDs 35 118
34 492
Stock and ETF CFDs 32 030
47 536
Currency CFDs 20 507
28 083
Commodity CFDs
17
791
17 356
Bond CFDs
106
245
Total financial liabilities held for trading 105 552
127 712
22. Other liabilities
(IN PLN’000) 31.12.2022
31.12.2021
Provisions for other employee benefits 37 959
21 588
Trade liabilities 30 035
18 982
Statutory liabilities 7 452
3 237
Liabilities due to brokers 2 550
3 692
Liabilities due to employees 1 453
674
Amounts due to the Central Securities Depository of Poland
256
204
Total other liabilities 79 705
48 377
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,
established in the amount of projected benefits, which the Group is obligated to pay in the event of payment of holiday
equivalents.
Program of variable remuneration elements
Pursuant to the Variable Remuneration Elements policy applied by the Parent Company, the employees of the Parent
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.
As at 31 December 2022, salaries and employee benefits included the provision for variable remuneration elements in
the amount of PLN 6 604 thousand and as at 31 December 2021 in the amount of PLN 3 013 thousand.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 47
23. Liabilities due to lease
(IN PLN’000) 31.12.2022
31.12.2021
Short- term 6 600
2 894
Long- term 23 850
4 543
Total liabilities due to lease 30 450
7 437
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 2022 the cost related to short-term leasing included in the statement of comprehensive
income amounted to PLN 1 128 thousand, the cost related to lease of low-value assets included in the statement of
comprehensive income amounted to PLN 7 thousand. In the period from 1 January to 31 December 2021 the cost
related to short-term leasing included in the statement of comprehensive income amounted to PLN 202 thousand, the
cost related to lease of low-value assets included in the statement of comprehensive income amounted to
PLN 58 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 19.
24. Provisions for liabilities and contingent liabilities
24.1 Provisions for liabilities
(IN PLN’000)
31.12.2022
31.12.2021
Provisions for retirement benefits
215
177
Provisions for legal risk 4 041
4 788
Total provisions 4 256
4 965
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
Group 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 procedures described therein and the future resolution of
these proceedings in the context of a possible impact on other clients of the Group do not have a material impact on
these consolidated financial statements.
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
177
38
-
-
215
Provisions for legal risk
4 788
694
1 380
61
4 041
Total provisions
4 965
732
1 380
61
4 256
Movements in provisions in the period from 1 January 2021 to 31 December 2021
(IN PLN’000)
VALUE AS AT
01.01.2021
INCREASES
DECREASES
VALUE AS AT
31.12.2021
USE
REVERSAL
Provisions for retirement benefits
1 610
-
-
1 433
177
Provisions for legal risk
6 329
141
1 127
555
4 788
Total provisions
7 939
141
1 127
1 988
4 965
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 48
24.2 Contingent liabilities
The Group is party to a number of court proceedings associated with the Group’s operations. The proceedings in which
the Group acts as defendant relate mainly to employees’ and customers’ claims.
As at 31 December 2022 the total value of claims brought against the Group amounted to approx. PLN 16 282 thousand
(as at 31 December 2021: PLN 15 693 thousand). Company has not created provisions for the above proceedings. In
the assessment of the Group there is low probability of loss in these proceedings.
On 9 May 2014, the Parent Company issued a guarantee in the amount of PLN 61 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 issued a guarantee in the amount of PLN 6 033 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.
25. Equity
Share capital structure as at 31 December 2022 and 31 December 2021
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-series ordinary registered shares.
Shareholding structure of the Parent Company
To the best Parent Company’s knowledge, the shareholding structure of the Parent Company as at 31 December 2022
and 31 December 2021 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, 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 in the amount of
PLN 657 555 thousand,
foreign exchange differences on translation, including foreign exchange of branches and foreign operations in the
amount of PLN 40 thousand. A detailed presentation of exchange differences resulting from translation is presented
in the table below.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 49
(IN PLN’000) 31.12.2022
31.12.2021
XTB Spółka Akcyjna branch in Germany 907
777
XTB MENA Limited 654
217
XTB Limited (CY) 632
471
XTB Limited (UK) 361
859
XTB Spółka Akcyjna branch in France
343
258
XTB International
322
495
XTB Spółka Akcyjna branch in Romania 290
283
XTB Spółka Akcyjna 201
62
XTB Spółka Akcyjna branch in Czech Republic 103
47
XTB Spółka Akcyjna branch in Spain 46
20
XTB Services Limited 39
114
XTB Spółka Akcyjna branch in Slovakia
19
8
XTB Spółka Akcyjna branch in Portugal
7
2
XTB Africa (PTY) Ltd.
5
(33)
XTB Chile SpA (122)
(371)
Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş. (3 767)
(3 658)
Total foreign exchange differences on translation 40
(449)
26. Profit distribution and dividend
Pursuant to the decision of the General Shareholders’ Meeting of the Parent 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.
Pursuant to the decision of the General Shareholders’ Meeting of the Parent Company, the net profit for 2020 in the
amount of PLN 418 176 thousand was partially earmarked for the payment of a dividend in the amount of
PLN 210 117 thousand, the remaining amount was transferred to reserve capital.
The amount of dividend per share paid for 2020 was equal to PLN 1,79. The dividend was paid on the 30 April 2021.
DIVIDENDS RECOGNIZED AS PAYMENTS TO OWNERS PER SHARE
(IN PLN)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Dividends paid to owners 1,50
1,79
27. Earnings per share
Basic earnings per share are calculated by dividing the net profit for the period attributable to shareholders of the
Parent Company by the weighted average number of ordinary shares outstanding during the period. When calculating
both basic and diluted earnings per share, the Group uses the amount of net profit attributable to shareholders of the
Parent 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
31.12.2022
31.12.2021
Profit from continuing operations attributable to shareholders of the
Parent Company
766 096
237 830
Weighted average number of ordinary shares 117 383 635
117 383 635
Shares causing dilution (share option plan)
-
-
Weighted average number of shares including dilution effect 117 383 635
117 383 635
Basic net profit per share from continuing operations for the year
attributable to shareholders of the Parent Company
6,53
2,03
Diluted net profit per share from continuing operations for the year
attributable to shareholders of the Parent Company 6,53
2,03
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 50
28. Current income tax and deferred income tax
28.1 Current income tax
Income tax disclosed in the current period’s profit and loss
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Income tax – current portion
Income tax for the reporting period (142 183)
(42 726)
Income tax – deferred portion
Occurrence / reversal of temporary differences (26 979)
(9 900)
Income tax disclosed in profit and loss
(169 162)
(52
626)
Reconciliation of the actual tax burden
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Profit before tax
935 258
290 456
Income tax based in the applicable tax rate of 19%
(177 699)
(55 187)
Difference resulting from application of tax rates applicable in other
countries
773
552
Non-taxable revenue 361
675
Non-deductible expenses (3 481)
(821)
Tax losses for the reporting period not included in deferred tax 135
-
Realisation of tax losses for the preceding periods
-
26
Writing off tax losses activated in previous years
46
-
Other items affecting the tax burden amount 10 703
2 129
Income tax disclosed in profit or loss (169 162)
(52 626)
On the basis of art 18d of Act on corporate income tax dated 15 February 1992 with further amendments the Group
benefited in 2022 from the tax burden for research and development in total amounted to PLN 10 790 thousand.
In 2021 benefits from the tax burden amounted to PLN 4 510 thousand.
28.2 Deferred income tax
28.2.1 Unrecognized deferred income tax asset
Deferred income tax was not disclosed with respect to the items below:
(IN PLN’000) 31.12.2022
31.12.2021
Tax loss
441
484
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 441 thousand as at 31 December 2022 and in the amount of PLN 484 thousand as at 31 December 2021.
The company did not recognize deferred tax assets on tax loss arising in France.
UNRECOGNIZED TAX LOSSES AVAILABLE FOR USE
(IN PLN’000)
31.12.2022
31.12.2021
no limit
441
484
Total unrecognized tax losses available for use
441
484
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 51
28.2.2 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)
31.12.2022
31.12.2021
Deferred tax on tax losses
7 619
8 524
As at 31 December 2022 the Company established deferred tax assets with regard to tax losses to be settled in future
periods in the total amount of PLN 7 619 thousand (as at 31 December 2021: PLN 8 524 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 France. Forecasted results of these branches and
subsidiary, their margins and development plans assume an effective settlement of losses in the future.
28.2.3 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 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
468
81
549
Prepayments and deferred costs
2 521
2 473
4 994
Other liabilities
6 909
(32)
6 877
Tax losses of previous periods to be settled in future
periods
8 525
(906)
7 619
Total deferred income tax assets
37 439
(3
074)
34 365
(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
Other liabilities
246
392
638
Prepayments and deferred costs
670
1 183
1 853
Financial assets at amortised cost
-
-
-
Property, plant and equipment
299
36
335
Total deferred income tax provision
60 489
23 905
84 394
Deferred tax disclosed in profit or (loss)
-
(26 979)
-
(IN PLN’000)
AS AT
01.01.2022
INCLUDED
IN EQUITY
AS AT
31.12.2022
Deferred income tax assets included directly in the
equity:
Separate equity of branches
674
164
838
Total deferred income tax assets included directly in
the equity
674
164
838
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 52
Change in the balance of deferred tax for the period from 1 January to 31 December 2021
(IN PLN’000)
AS AT
01.01.2021
PROFIT
OR (LOSS)
AS AT
31.12.2021
Deferred income tax assets:
Cash and cash equivalents
-
23
23
Property, plant and
equipment
138
(114)
24
Financial liabilities held for trading
14 196
4 773
18 969
Provisions for liabilities
670
(202)
468
Prepayments and deferred costs
3 453
(932)
2 521
Other liabilities
3 002
3 907
6 909
Tax losses of previous periods to be
settled in future
periods
9 217
(693)
8 524
Total deferred income tax assets
30 676
6 762
37 438
(IN PLN’000)
AS AT
01.01.2021
PROFIT
OR (LOSS)
AS AT
31.12.2021
Deferred income tax provision:
Cash and cash equivalents
15
10
25
Financial
assets at fair value through P&L
43 227
16
022
59 249
Other liabilities
203
43
246
Prepayments and deferred costs
383
(383)
-
Financial assets at amortised cost
-
671
671
Property, plant and equipment
-
299
299
Total deferred income tax
provision
43 828
16
662
60 490
Deferred tax disclosed in profit or (loss)
-
(9
900)
-
(IN PLN’000)
AS AT
01.01.2021
INCLUDED
IN EQUITY
AS AT
31.12.2021
Deferred income tax assets included directly in the
equity:
Separate equity of
branches
718
(44)
674
Total deferred income tax assets included directly in
the equity
718
(44)
674
Geographical division of deferred income tax assets
(IN PLN’000)
31.12.2022
31.12.2021
Deferred income tax assets
Central and Eastern Europe 233
153
Western Europe 7 636
8 540
Total deferred income tax assets 7 869
8 693
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 53
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
26 364
84 202
-
57 838
Czech Republic
92
19
73
-
Slovakia
160
-
160
-
Germany
2 420
-
2 420
-
France
3 549
-
3 549
-
Great Britain
1 667
-
1 667
-
Chile
113
372
-
259
Belize
-
639
-
639
Total
34 365
85 232
7 869
58 736
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 2021:
(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
28 676
60 547
-
31 871
Czech Republic
80
20
60
-
Slovakia
99
6
93
-
Germany
2 566
-
2 566
-
France
4 101
-
4 101
-
Great
Britain
1 873
-
1 873
-
Chile
43
345
-
302
Belize
-
246
-
246
Total
37 438
61 164
8 693
32 419
29. Related party transactions
29.1 Parent Company
As at 31 December 2022 XXZW Investment Group S.A. with its registered office in Luxembourg is the key shareholder
of the Company, it holds 66,99% 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.
29.2 Figures concerning related party transactions
As at 31 December 2022 Group has liabilities to Mr Jakub Zabłocki in the amount of PLN 24 thousand due to his
investment account (as at 31 December 2021 PLN 19 thousand). In the period from 1 January to 31 December 2022
Group has not noted profit or loss from transactions with Mr Jakub Zabłocki (in the analogical period of 2021 loss from
transactions with Mr Jakub Zabłocki in amount of PLN 2 thousand). 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 2022 the paid gross
salary and bonuses amounted to PLN 1 831 thousand and in the analogical period of 2021 amounted to
PLN 2 505 thousand.
Mr Hubert Walentynowicz receives salary on the basis of work contract. In the period from 1 January to
31 December 2022 the paid gross salary and bonuses amounted to PLN 535 thousand and in the analogical period of
2021 amounted to PLN 487 thousand.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 54
As at 31 December 2022 Group has liabilities to Mr Filip Kaczmarzyk in the amount of PLN 72 thousand due to his
investment account. As at 31 December 2021 the Company has liabilities to Mr Filip Kaczmarzyk in the amount of
PLN 79 thousand due to his investment account.
As at 31 December 2022 Group has liabilities to Mr Paweł Szejko in the amount of PLN 4 thousand due to his investment
account. As at 31 December 2021 the Company has liabilities to Mr Paweł Szejko in the amount of PLN 7 thousand due
to his investment account.
As at 31 December 2022 Group has liabilities to Mr Jakub Kubacki in the amount of PLN 15 thousand due to his
investment account. As at 31 December 2021 the Company has no any liabilities to Mr Jakub Kubacki due to his
investment account.
The table below presents the total number and nominal value of the Parent Company's shares held directly by the
persons managing and supervising Group, as at the date of submitting this report:
NAME AND SURNAME FUNCTION
NUMBER OF
SHARES HELD
TOTAL NOMINAL VALUE OF
SHARES (in PLN)
Paweł Szejko
Member of the
Management Board
4 000 200
Jakub Kubacki
Member of the
Management Board
2 400 120
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 9 May 2022 Paweł Szejko acquired jointly 3 300 shares of Parent Company;
on the 28 June 2022 Paweł Szejko acquired jointly 700 shares of Parent Company;
on the 1 July 2022 Jakub Kubacki acquired jointly 2 400 shares of Parent Company.
At the end of the reporting period and as at the date of submitting this report, the supervising persons did not have
any shares or rights to the Parent Company's shares.
29.3 Benefits to Management Board and Supervisory Board
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Benefits to the Management Board members
(6 356)
(3 741)
Benefits to the Supervisory Board members
(252)
(223)
Total benefits to the Management Board and Supervisory Board
(6 608)
(3 964)
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 22 of the financial statements.
29.4 Loans granted to the Management and Supervisory Board members
As at 31 December 2022 and 31 December 2021 there are no loans granted to the Management and Supervisory Board
members.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 55
30. 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
31.12.2022
31.12.2021
Statutory audit of standalone and consolidated financial statements 450
425
Review of half-year standalone and consolidated financial statements 120
120
Statutory audit of annual financial statements of branch offices 90
66
Other certifying services 135
149
Statutory audit of annual financial statements of subsidiaries
325
234
Total remuneration of the audit companies
1 120
994
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 2022 and 2021.
In 2022 total remuneration due to PwC companies amounted to PLN 667 thousand (in 2021: PLN 637 thousand),
including 45 thousand PLN relates to other attestation services and 120 thousand semi-annual financial reviews.
31. Employment
Total employment in the Group as at 31 December 2022 was 860 people. As at 31 December 2021, the employment
was 594 people. The list does not include persons on maternity leave, parental leave and benefits (dismissals for more
than 33 days).
32. Supplementary information and explanations to the cash flow statement
32.1 Other adjustments
The “other adjustments” item includes the following adjustments:
(IN PLN’000)
TWELVE-MONTH
PERIOD ENDED
TWELVE-MONTH
PERIOD ENDED
31.12.2022
31.12.2021
Change in the balance of differences from the
conversion of branches
and subsidiaries 489
(458)
Foreign exchange differences on translation of movements in property,
plant and equipment, and intangible assets
(397)
99
Change in other adjustments
92
(359)
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 Group’s foreign entities and the difference between the rate applied to value
amortization and depreciation cost of fixed assets and intangible assets in the Group’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. Post balance sheet events
On 28 February 2023, in the judgment in case no. II GSK 1302/19, the Supreme Administrative Court dismissed the cassation
appeal against the judgment of the Voivodship Administrative Court in Warsaw, dismissing the complaint against the
decision of the Polish Financial Supervision Authority of 18 September 2018 imposing on the Parent Company a fine of
PLN 9 900 000. The Company does not see any risk related to potential customer claims in this respect.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 56
On 8 March 2023, the Management Board of XTB S.A. informed that it had made a decision regarding the intention to
buy back its own shares in accordance with the Act of 15 September 2000 - Code of Commercial Companies and the
intention to recommend to the Supervisory Board and the General Meeting of the Parent Company the distribution of
the standalone net profit for 2022. The buyback of own shares is subject to the Parent Company obtaining permission
from the Polish Financial Supervision Authority ("KNF") to buy back up to 5 683 635 of its own shares (representing
4,84% of the total number of shares/votes in the Group) by 31 December 2023 for their redemption. The Parent
Company applied to the Polish Financial Supervision Authority for permission to repurchase its own shares and reduce
instruments in the Group's Common Equity Tier 1 capital.
As at the date of publication of this financial statement, the Parent Company has not received information from the
Polish Financial Supervision Authority regarding the submitted application.
On 9 March 2023, the Parent Company allocated USD 1 million to increase the share capital of the subsidiary, XTB MENA
Limited, maintaining 100% of its capital.
34. Off-balance sheet items
34.1 Nominal value of financial instruments
(IN PLN’000) 31.12.2022
31.12.2021
Index CFDs 3 575 327
3 554 525
Currency CFDs 2 165 605
2 585 954
Commodity CFDs 1 377 290
1 600 229
Stock and ETF CFDs
565 898
910 224
Bond CFDs 23 264
3 813
Total financial instruments 7 707 384
8 654 745
The nominal value of instruments presented in the chart above includes transactions with customers and brokers. As
at 31 December 2022 transactions with brokers represent 5% of the total nominal value of instruments (as at
31 December 2021: 9% 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)
31.12.2022
31.12.2021
Listed stocks, ETF and rights to stocks registered in customers’
securities accounts 3 445 190
2 452 113
Other securities registered in customers’ securities accounts 207
207
Total customers’ financial instruments 3 445 397
2 452 320
34.3 Transaction limits
The amount of unused transaction limits granted to related entities was as at 31 December 2022 PLN 14 178 thousand
and as at 31 December 2021 was PLN 15 521 thousand.
35. Items regarding the compensation scheme
(IN PLN’000) 31.12.2022
31.12.2021
1. Contributions made to the compensation scheme
a) opening balance
7 412
5 654
-
increases
3 157
1 758
b) closing balance
10 569
7 412
2. XTB’s share in the profits from the compensation scheme 626
372
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 57
36. Capital management
The Group’s principles of capital management are established in the “Capital management policy at XTB S.A.”. The
document is approved by the Parent Company’s Supervisory Board. The policy defines the basic concepts, objectives
and rules which constitute the Parent 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 Group 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 Group to operate in a prudent and efficient manner. This objective is attained
by maintaining an appropriate capital base, taking into account the Group’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 Group’s current and future capital requirements (both regulatory
and internal), and on comparing them with the current and projected levels of available capital. The Group has prepared
contingency plans to be launched in the event of a capital liquidity shortage, described in detail in the “Capital
management policy at XTB S.A.”.
As part of ICAAP, the Group assesses its internal capital in order to define the overall capital requirement to cover all
significant risks in the Group’s operations and evaluates its quality. The Group estimates internal capital necessary to
cover identified significant risks in compliance with procedures adopted by the Group and taking into account stress
test results.
The Parent 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 Parent Company is the K-factor
capital requirement.
The parent company calculates own funds in accordance with Part Two of the European Parliament and of the Council
(EU) 2019/2033 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").
The principles for calculation of own funds are established in the CRR and IFR Regulations, "Procedure for calculating
capital adequacy ratios of XTB S.A." the Parent company and are not regulated by IFRS.
The Group currently has only own funds of the best category - Tier I.
Prudential consolidation in accordance with IFR covers subsidiaries that are investment firms, financial institutions,
ancillary services undertakings or tied agents. When applied to the Group, the Parent Company includes the following
subsidiaries in prudential consolidation:
since 31st Nov 2015 XTB Limited (UK),
since 30th April 2017 XTB International,
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 58
since 31st July 2018 XTB Limited (CY),
since 31st July 2021 XTB MENA Limited,
since 31st August 2021 XTB Africa (PTY) Ltd and
till 30 July 2021 Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş.
Pursuant to the Act of 5 August 2015 on macroprudential supervision of the financial system and crisis management,
from 1st Jan 2016 the Group was obliged to hold capital buffers requirement. In the period covered by this financial
statement the Group was obliged to hold a capital conservation buffer and a countercyclical capital buffer. Due to entry
into force of IFR from 26
th
June 2021 the capital buffers requirement ceased to exist for the Group.
Key values in capital management:
(IN PLN’000) 31.12.2022
31.12.2021
The Group’s own funds 718 887
659 765
Tier I Capital 718 887
659 765
Common Equity Tier I capital 718 887
659 765
Total capital requirement IFR
329 563
329 638
Total capital ratio IFR
218,1%
200,1%
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 consolidated 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
31.12.2022
AVERAGE MONTHLY
VALUE IN THE PERIOD
AS AT
31.12.2021
1. Own funds 718 887
698 739
659 765
1.1. Base capital Tier I without deductions 731 647
715 297
675 665
1.2. Supplementary capital Tier I -
-
-
1.3. Items decreasing share capitals (12 760)
(16 558)
(15 900)
I. Own funds 718 887
698 739
659 765
1. Risk to Client, including:
10 388
9 1
79
7 930
1.1. K-AUM -
-
-
1.2. K-CMH 8 974
7 995
7 010
1.3. K-ASA 1 414
1 122
868
1.4. K-COH -
62
52
2. Risk to Market, including: 181 812
253 672
197 267
2.1. K
-
NPR
181 812
253 672
197 267
2.2. K
-
CMG
-
-
-
3. Risk to Firm, including: 137 363
136 043
124 441
3.1. K-TCD 134 592
133 642
122 592
3.2. K-DTF 2 771
2 401
1 849
3.3. K-CON -
-
-
II. Total K-factor capital requirement (IFR) 329 563
398 894
329 638
The parent company calculates the requirement for fixed indirect costs. However, it is significantly lower than the capital
requirement for the K-factor.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 59
37. Risk management
The Group is exposed to a variety of risks connected with its current operations. The purpose of risk management is to
make sure that the Group 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 Parent
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.
The Risk Control Department supports the Management Board in shaping, reviewing and updating the ICAAP rules in
the event of the emergence of new types of risk, significant changes in the strategy and action plans. This department
also monitors suitability and effectiveness of the implemented risk management system, identifies, monitors and
controls the risks of the Group's own investments, determines the total capital requirement and estimates internal
capital. The Risk Control Department is headed by a Member of the Management Board who exercises permanent
supervision over the risk management system in the Company.
The Risk Control Department is managed by the Member of the Management Board responsible for the supervision of
the risk management system.
The Parent 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 clients 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 Group 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)
31.12.2022
LEVEL 1
LEVEL 2
LEVEL 3
TOTAL
Financial assets
Financial assets at fair value through P&L
372 358
470 151
-
842 509
Total financial assets
372 358
470 151
-
842 509
Financial liabilities
Financial liabilities held for trading -
105 552
-
105 552
Total financial liabilities
-
105 552
-
105 552
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 60
31.12.2021 (IN PLN’000)
31.12.2021
LEVEL 1
LEVEL 2
LEVEL 3
TOTAL
Financial assets
Financial assets at fair value through P&L
353 409
350 137
-
703 546
Total financial assets
353 409
350 137
-
703 546
Financial liabilities
Financial liabilities held for trading -
127 712
-
127 712
Total financial liabilities
-
127 712
-
127 712
In the periods covered by the condensed consolidated financial statements, there were no transfers of items between
the levels of the fair value hierarchy.
The fair value of contracts for differences (CFDs) is determined based on the market prices of underlying instruments,
derived from independent sources, i.e. from reliable liquidity suppliers and reputable news, adjusted for the spread
specified by the Group. 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 Group, was insignificant from the point
of view of the general estimation of derivative transactions concluded by the Group. Therefore, the Group 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 condensed consolidated financial statements, the Group entered into OTC contracts for
differences (CFDs). The Group 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 Group’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 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 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 Group enters into transactions principally in instruments bearing currency risk. Aside from transactions where the
FX rate is an underlying instrument, the Group also offers instruments which price is denominated in foreign currencies.
Also, the Group 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 Group’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. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 61
Assets and liabilities denominated in foreign currencies as at 31 December 2022 (value in foreign currencies converted to PLN)
(IN PLN’000) USD
EUR
GBP
CZK
HUF
RON
OTHER
CURRENCIES
TOTAL
CARRYING
AMOUNT
Assets
Cash and cash equivalents
515 807
989 036
42 145
201 199
8 066
20 580
31 595
1 808 428
3 161 002
Financial assets held for trading
96 484
164 530
6 916
57 135
2 242
8 024
14 399
349 730
842 509
Income tax receivables
-
-
-
-
-
-
-
-
-
Financial assets at amortised cost
6 440
13 534
274
1 646
67
232
1 659
23 852
41 675
Prepayments and deferred costs
1 446
1 473
378
135
-
7
11
3 450
14 524
Intangible assets
-
4
-
4
-
-
2
10
1 441
Property, plant and equipment
1 447
12 488
93
530
-
103
952
15 613
45 303
Deferred income tax assets
-
6 129
1 667
73
-
-
-
7 869
7 869
Total assets
621 624
1 187 194
51 473
260 722
10 375
28 946
48 618
2 208 952
4 114 323
Liabilities
Amounts due to customers
314 053
958 251
19
983
221 498
8 627
23 492
24 937
1 570 841
2 327 728
Financial liabilities held for trading
48 251
22 139
1 883
3 615
1 068
460
8 543
85 959
105 552
Income tax liabilities
-
318
-
138
-
33
502
991
1 827
Lease liabilities
-
27 095
1 169
186
-
-
2 000
30
450
30 450
Other liabilities
10 109
16 416
4 641
3 556
-
640
1 908
37 270
79 705
Provisions for liabilities
-
3 662
68
-
-
-
254
3 984
4 256
Deferred income tax provision
-
-
-
-
-
-
898
898
58 736
Total liabilities
372 413
1 027 881
27 744
228 993
9
695
24 625
39 042
1 730 393
2 608 254
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 62
Assets and liabilities denominated in foreign currencies as at 31 December 2021 (value in foreign currencies converted to PLN)
(IN PLN’000) USD
EUR
GBP
CZK
HUF
RON
OTHER
CURRENCIES
TOTAL
CARRYING
AMOUNT
Assets
Cash and cash equivalents
534 146
816 290
39 251
207 735
13 343
22 838
34 282
1 667 885
2 376 261
Financial assets held for trading
79 147
112 877
9 971
41 993
3 168
3 756
14 843
265 755
703 546
Income tax receivables
-
72
-
-
-
-
-
72
7 247
Financial assets at amortised cost
1 679
7 355
213
1 640
114
562
1 212
12 775
26 568
Prepayments and deferred costs
1 024
1 141
452
126
-
10
8
2 761
8 637
Intangible assets
-
-
-
30
-
1
2
33
585
Property, plant and equipment
2 052
4 285
87
626
-
60
1 381
8 491
16 206
Deferred income tax assets
-
6 760
1 873
60
-
-
-
8 693
8 693
Total assets
618 048
948 780
51 847
252 210
16 625
27 227
51 728
1 966 465
3 147 743
Liabilities
Amounts due to customers
232 610
769 782
28
381
226 312
12 139
23 019
28 123
1 320 366
2 010 490
Financial liabilities held for trading
55 882
26 585
3 830
9 361
1 018
854
9 986
107 516
127 712
Income tax liabilities
-
167
-
-
-
-
616
783
783
Lease liabilities
-
4 444
-
21
-
-
2 972
7 437
7
437
Other liabilities
8 118
13 247
4 503
1 750
10
471
1 052
29 151
48 377
Provisions for liabilities
-
1 380
-
-
-
-
300
1 680
4 965
Deferred income tax provision
-
-
-
-
-
-
548
548
32 419
Total liabilities
296 610
815 605
36 714
237 444
13 167
24
344
43 597
1 467 481
2 232 183
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 63
A change in exchange rates, in particular, the PLN exchange rate, affects the balance sheet valuation of the Group’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 Group’s equity and profit before tax to a 5% increase or decrease of the PLN exchange rate is
presented below:
(IN PLN’000)
31.12.2022 31.12.2021
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
20 888
(20 888)
35 640
(35 640)
Equity, of which:
3 392
(3 392)
2 810
(2 810)
Foreign exchange differences on
translation
3 392
(3 392)
2 810
(2 810)
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 Group to the adverse
impact of exchange rate fluctuations. Such risk may result from the contracts entered into by the Group, 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 Group is the mismatch of interest rates paid to clients in connection with funds
deposited in cash accounts in the Group, and of the bank account and bank deposits where the Group’s clients’ funds
are invested.
In addition, the source of the Group’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 Group 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, the interest rate risk was considered significant in the Group'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) 31.12.2022
31.12.2021
Financial assets
Cash – in current bank accounts 2 853 883
2 376 261
Cash – short-term deposits in bank 307 119
-
Debt instruments
362 074
331 926
Total financial assets
3 523 076
2 708 187
Financial liabilities
Amounts due to clients -
-
Other liabilities 25 597
7 437
Total financial liabilities
25 597
7 437
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 in the period from 1 January to 31 December 2022 and from
1 January to 31 December 2021, using the average 1M interest rate in a given market.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 64
(IN PLN’000)
31.12.2022 31.12.2021
INCREASE BY
50 PB
DECREASE BY
50 PB
INCREASE BY
50 PB
DECREASE BY
50 PB
Profit/(loss) before tax 13 769
(13 769)
2 960
(2 960)
Short-term deposits 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 Group
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)
31.12.2022 31.12.2021
INCREASE
DECREASE
INCREASE
DECREASE
BY 50 PB
BY 50 PB
BY 50 PB
BY 50 PB
Profit/(loss) before tax (1 126)
1 138
(971)
978
37.2.3 Other price risk
Other price risk is exposure of the Group’s financial position to unfavorable 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)
31.12.2022
31.12.2021
Financial assets at fair value through P&L
Commodity
Precious metals
20 157
26 802
Base metals
1 482
868
Other 90 323
34 115
Total commodity 111 962
61 785
Equity instruments
Stocks and ETF 91 208
89 716
Indicies 148 348
108 309
Total equity instruments 239 556
198 025
Debt instruments
2 171
19
Total financial assets at fair value through P&L 353 689
259 829
Financial liabilities held for trading
Commodity
Precious metals 2 829
5 855
Base metals
155
361
Other
6 383
5 932
Total commodity 9 367
12 148
Equity instruments
Stocks and ETF
21 124
35 567
Indicies 25 934
29 551
Total equity instruments 47 058
65 118
Debt instruments 58
32
Total financial liabilities held for trading
56 483
77 298
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 65
The Group’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)
31.12.2022 31.12.2021
INCREASE BY 5%
DECREASE BY 5%
INCREASE BY 5%
DECREASE BY 5%
Income/(expenses) for the period
Commodity
Precious metals
2 615
(2 615)
(19 035)
19
035
Base metals
171
(171)
(32)
32
Other
(10 518)
10 518
(2 149)
2 149
Total commodity
(7 732)
7 732
(21 216)
21 216
Equity instruments
Stocks and ETFs
67
(67)
80
(80)
Indicies
16 668
(16 668)
12 605
(12 605)
Total equity instruments
16 735
(16 735)
12 685
(12 685)
Debt instruments
(912)
912
71
(71)
Total income/(expenses) for the period
8 091
(8 091)
(8 460)
8 460
37.3 Liquidity risk
For the Group, 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.
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 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. 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 activities over the balance of cash accounts are also carried out
by the Risk Control Department on a daily basis.
In accordance with the IFR regulation, from 26 June 2021, the Parent Company maintains an amount of liquid assets
equivalent to at least one third of the requirement for fixed indirect costs. The parent company's liquid assets for the
purposes of IFR include, inter alia, unencumbered own funds deposited in bank accounts and Treasury bonds or bonds
guaranteed by the Treasury denominated in PLN. As at 31 December 2022, the Parent Company had a much higher
level of liquid assets than required by the IFR regulation.
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. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 66
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
3 161 002
3 161 002
2 853 883
307 119
-
-
-
Financial assets at fair value through P&L
Listed stocks and ETFs
10 285
10 285
10 285
-
-
-
-
Bonds
362 074
362 074
362 074
CFDs
470 150
470 150
470 150
-
-
-
-
Total financial assets at fair value through
P&L 842 509
842 509
842 509
-
-
-
-
Financial assets at amortised cost
41 675
41 675
22 385
-
5 640
-
13 650
Total financial
assets
4 045 186
4 045 186
3 718 777
307 119
5 640
-
13 650
Financial liabilities
Amounts due to clients
2 327 728
2 327 728
2 327 728
-
-
-
-
Financial liabilities held for trading
CFDs
105 552
105 552
105 552
-
-
-
-
Total financial liabilities held for trading
105 552
105 552
105 552
-
-
-
-
Liabilities due to lease
30 450
30 450
1 579
5 188
23 683
-
-
Other liabilities
79 705
79 705
41 491
31 663
-
-
6 551
Total financial liabilities
2
543 435
2
543 435
2
476 350
36 851
23 683
-
6 551
Contractual liquidity gap in maturities
(payment dates)
1 242 427
270 268
(18 043)
-
7 099
Contractual cumulative liquidity gap
1 242 427
1
512 695
1
494 652
1 494 652
1 501 751
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 67
Contractual payment periods of financial assets and liabilities as at 31 December 2021
(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
2 376 261
2 376 261
2 376 261
-
-
-
-
Financial assets at fair value through P&L
Listed stocks and ETFs
21 483
21 483
21 483
-
-
-
-
Bonds
331 926
331 926
331 926
CFDs
350 137
350 137
350 137
-
-
-
-
Total financial assets at
fair value through
P&L 703 546
703 546
703 546
-
-
-
-
Financial assets at amortised cost
26 568
26 568
22 279
-
4 289
-
-
Total financial assets
3 106 375
3 106 375
3 102 086
-
4 289
-
-
Financial liabilities
Amounts due to
clients
2 010 490
2 010 490
2 010 490
-
-
-
-
Financial liabilities held for trading
CFDs
127 712
127 712
127 712
-
-
-
-
Total financial liabilities held for trading
127 712
127 712
127 712
-
-
-
-
Liabilities due to lease
7 437
7 437
837
2
057
4 543
-
-
Other liabilities
48 377
48 377
26 586
16 330
-
-
5 461
Total financial liabilities
2
194 016
2
194 016
2
165 625
18 387
4 543
-
5 461
Contractual liquidity gap in maturities
(payment dates)
936 461
(18 387)
(254)
-
(5 461)
Contractual cumulative liquidity gap
936 461
918 074
917 820
917 820
912 359
The Group does not expect the cash flows presented in the maturity analysis to occur significantly earlier or in significantly different amounts.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 68
37.4 Credit risk
The chart below shows the carrying amounts of financial assets corresponding to the Group’s exposure to credit risk:
(IN PLN’000)
31.12.2022 31.12.2021
CARRYING
AMOUNT
MAXIMUM
EXPOSURE TO
CREDIT RISK
CARRYING
AMOUNT
MAXIMUM
EXPOSURE TO
CREDIT RISK
Financial assets
Cash and cash equivalents
3 161 002
3 161 002
2 376 261
2 376 261
Financial assets at fair value through P&L * 842 509
15 414
703 546
24 152
Financial assets at amortised cost 49 472
49 472
26 568
26 568
Total financial assets 4 052 983
3 225 888
3 106 375
2 426 981
* As at 31 December 2022 the maximum exposure to credit risk for financial assets held for trading, not including the collateral received, was PLN 434 125 thousand (31 December
2021: PLN 350 185 thousand). This exposure was collateralized with clients’ cash, which, as at 31 December 2022, covered the amount of PLN 418 710 thousand (31 December
2021: PLN 272 046 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 Group’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 Group’s assets fall within the following credit rating brackets:
Fitch Ratings – from F1+ to B
Standard & Poor's Ratings Services – from A-1 to B
Moody’s – from P-1 to N/A
Cash and cash equivalents
Credit risk connected with cash and cash equivalents is related to the fact that own cash and clients’ 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 2022, the
Group had deposit accounts in 50 banks and institutions (31 December 2021: in 49 banks and institutions). The ten
largest exposures are presented in the table below (numbering of banks and institutions determined individually for
each period:
ENTITY
31.12.2022
(IN PLN’000)
ENTITY
31.12.2021
(IN PLN’000)
Bank 1 1 126 049
Bank 1 682 155
Bank 2 378 856
Bank 2 326 417
Bank 3
374 474
Institution 1
313 432
Bank 4
301 106
Bank 3
279 383
Bank 5
200 833
Institution 2
123 257
Bank 6 118 167
Bank 4 105 612
Bank 7 109 502
Bank 5 88 649
Institution 1 85 165
Bank 6 73 255
Bank 8 75 590
Institution 3 67 669
Bank 9 66 696
Institution 4 59 801
Other
324 564
Other
256 631
Total
3 161 002
Total
2
376 261
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 69
The table below presents a short-term assessment of the credit quality of the Group’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)
31.12.2022
31.12.2021
Cash and cash equivalent
Step 1
2 345 959
1 952 898
Step 2
71 381
23 265
Step 3 741 787
397 446
Step 4 1 875
2 652
Total 3 161 002
2 376 261
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 Group’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 Group’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 Group
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 Group’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:
ENTITY
31.12.2022
NET EXPOSURE
(IN PLN’000)
ENTITY
31.12.2021
NET EXPOSURE
(IN PLN’000)
Entity 1
5 917
Entity 1
12 206
Entity 2 4 166
Entity 2 8 837
Entity 3 2 740
Entity 3 1 242
Entity 4 357
Entity 4 435
Entity 5 215
Entity 5 161
Entity 6 166
Entity 6 134
Entity 7
110
Entity 7
106
Entity 8
96
Entity 8
97
Entity 9 89
Entity 9 59
Entity 10 88
Entity 10 58
Total 13 944
Total 23 335
Other receivables
Other receivables do not show a significant concentration, and they arose in the normal course of the Group’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 Group.
MANAGEMENT BOARD REPORT
ON THE OPERATIONS OF THE
GROUP AND COMPANY
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 71
1. Basic information
1.1 Synthetic summary of data concerning the Company and the Capital Group
for the year 2017-2022
2022
2021
2020
2019
2018
2017
Change y/y
(‘22/’21)
Selected consolidated financial data
Total operating income
mm PLN
1 444,2
625,6
797,8
239,3
288,3
273,8
130,9%
Net profit
mm PLN
766,1
237,8
402,1
57,7
101,5
93,0
222,2%
Balance sheet total
mm PLN
4 114,3
3 147,
7
2 283,
5
1 138,9
970,1
897,7
30,7%
Own cash + treasury bonds
mm PLN
1 584,6
921,3
940,8
499,3
468,0
367,1
72,0%
Equity
mm PLN
1 506,1
915,6
888,3
490,7
455,2
400,3
64,5%
Earnings per share (EPS)
1
PLN
6,5
2,0
3,4
0,5
0,9
0,8
4,5
The market value of the Company
shares
2
PLN
31,0
16,8
17,9
4,0
4,4
4,5
14,2
Total capital ratio (IFR)
3
%
218,1
200,1
200,1
165,8
238,5
133,7
18,0 pp
Selected standalone financial data
Total operating income
mm PLN
1 334,4
562,4
748,3
210,6
267,3
251,7
137,3%
Net profit
mm PLN
761,6
234,8
418,2
54,1
90,9
87,4
224,4%
Balance sheet total
mm PLN
3 913,3
2 971,
6
2 155,
6
1 083,9
928,0
853,4
31,7%
Own cash + treasury bonds
mm PLN
1 486,9
882,8
893,4
449,9
413,0
323,0
68,4%
Equity
mm PLN
1 498,4
912,4
889,0
497,3
463,2
412,8
64,2%
Earnings per share (EPS)
1
PLN
6,5
2,0
3,6
0,5
0,8
0,7
4,5
Standalone capital ratio (IFR)
3
%
228,0
211,5
213,5
182,3
250,4
136,8
16,5 pp
Selected Group indicators
4
EBITDA
mm PLN
897,7
285,7
523,5
72,2
119,7
134,3
214,2%
EBITDA margin
%
62,2
45,7
65,6
30,2
41,5
49,1
16,5 p.p.
Net profit margin
%
53,0
38,0
50,4
24,1
35,2
34,0
15,0 p.p.
Return on equity –ROE
%
63,3
26,4
58,3
12,2
23,7
24,6
36,9 p.p.
Return on assets – ROA
%
21,1
8,8
23,5
5,5
10,9
11,0
12,3 p.p.
Selected operational data
4
New clients
k
196,8
189,2
112,0
36,6
20,7
18,9
7,6
Clients in total
k
614,9
429,2
255,8
149,3
116,5
105,7
185,7
Number of active clients
k
258,8
190,5
107,2
45,8
37,5
32,8
68,3
Net deposits
mm PLN
3 423,2
2 933,
4
1 961,
2
409,4
332,9
357,7
16,7%
Average operating income per active
client
k PLN
9,4
5,6
13,7
9,0
13,5
14,7
3,8
Transaction volume in CFD instruments
mm lots
6 365,6
4 104,
6
3 175,
2
1 597,2
2 095,4
2 196,6
55,1%
Profitability per lot
PLN
227
152
251
150
138
125
75
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. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 72
1.2 General information
The Parent Company in the Capital Group XTB S.A. (the „Group”, „Capital Group”) is XTB S.A. (hereinafter: the „Company”
„Parent Entity”, „Parent Company”, „Brokerage”, „XTB”) with its headquarters located in Warsaw, at Prosta street 67,
00-838 Warsaw.
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. 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.
XTB S.A. is entered in the Commercial Register of the National Court Register by the District Court for the Capital City of
Warsaw, XII Commercial Division of the National Court Register, under No. KRS 0000217580. The Parent Company was
granted a statistical REGON number 015803782 and a tax identification number 5272443955.
The Parent Company’s operations consist of conducting brokerage activities on the stock exchange and OTC markets
(currency derivatives, commodities, indices, stocks and bonds). The Parent Company is supervised by the Polish
Financial Supervision Authority and conducts regulated activities pursuant to a permit dated 8 November 2005, No.
DDM–M–4021-57-1/2005.
Company's shares have been listed on the main market of the Warsaw Stock Exchange.
The foregoing Management Board report on the operations of the Group and Company for 2022 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.
The company prepared the Non-financial Statement of XTB S.A. Capital Group on non-financial information for 2022,
which will be posted on the XTB website in accordance with Article 49b paragraph 9 and Article 55 paragraph 2c of the
Accounting Act.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 73
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 74
1.3 Significant selected events in 2022 and until the date of the report
Calendar
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 75
1.4 Composition of the Group
As at 31 December 2022 comprised Parent Company and 12 subsidiaries. The Company has 7 foreign branches.
The chart below presents the corporate structure of the Group as at 31 December 2022 including Company’s
subsidiaries and foreign branches, together with the share in the share capital/in the number of votes at the general
meeting or the meeting of shareholders to which the shareholders is entitled.
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.
Subsidiaries
Basic information about the Group companies, which are directly or indirectly dependent on the Company, is provided
below.
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 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 Chile SpA, Chile
On 17 February 2017 the Parent Company established XTB Chile SpA. The Company owns 100% of shares in subsidiary.
XTB Chile SpA will provide services involving the acquisition of 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.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 76
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., South Africa
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 Foundation, Poland
On 23 December 2020 XTB Foundation was registered in KRS (National Court Register).
The subject of foundation activity is:
• increase in entrepreneurship and innovation, in particular in the area of new technologies and the financial
market,
• raising awareness and knowledge of economic, finance and new technologies,
• scientific and research activity and promotion of solutions developed as part of the activities of the XTB Capital
Group.
XTB Digital Ltd., Cyprus
On 5 December 2022, XTB Digital Ltd. with its registered office in Cyprus was registered in the local register of
entrepreneurs. The shares in this company have not yet been paid up. As at the date of submitting these report, the
company did not conduct any 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. The shares in this company have not yet been paid up. As at the date of submitting these
report, the company did not conduct any operating activities.
Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş. (formerly: X Trade Brokers Menkul Değerler A.Ş.), Turkey
In 2022 Tasfiye Halinde XTB Yönetim Danışmanlığı Anonim Şirketi did not conduct any operating activities. In the past
the company business encompassed among others.:
• Investment consulting,
• Trading derivatives,
• Leverage trading on the forex market and
• Trading intermediation.
On 10 February 2017, the Turkish regulator, the Capital Market Board of Turkey (CMB), amended the regulations
governing the activities of investment services, investment activities and additional services. As a result, the
Management Board decided to terminate the activity on the Turkish market and liquidate the subsidiary in Turkey.
On 3 March 2020 the General Meeting of company XTB Yönetim Danışmanlığı Anonim Şirketi with its office in Turkey
decided to reduce the company’s share capital from TRY 22 500 thousand to TRY 100 thousand. Therefore, XTB S.A.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 77
Group, on the basis of Management Board decision of 15 April 2020, made a decision on recognition in accounting
records reclassification of the part of negative foreign exchange differences in the amount of PLN 21,9 million arising
from the translation of the XTB Yönetim Danışmanlığı Anonim Şirketi subsidiary’s equity from the position “Foreign
exchange differences on translation” in equity to income statement.
The recognition of reclassification in the above amount as financial cost in accounting records is an accounting
operation and was recognized in consolidated financial results for the 1st Half 2020. However, it did not affect the
liquidity position of XTB nor the total amount of Group’s equity as at the date of its booking.
The remaining part of foreign exchange differences arising from the translation of the Turkish company’s equity, which
as at the end 2022 amounted to PLN (-) 3,8 million and is derived among other the exchange rate of Turkish lira, will be
recognized in consolidated result at the date of liquidation of this company.
On 12 March 2020 the subsidiary changed its name to XTB Yönetim Danışmanlığı Anonim Şirketi.
On 15 September 2020 the liquidation process of the company in Turkey began. The name of the company has changed
to Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş.
Lirsar S.A en liquidacion, Uruguay
On 21 May 2014 the Parent Company acquired 100% of shares in Lirsar S.A. with its seat in Uruguay. The capital from
the subsidiary with accumulated profits was returned to the Parent Company on 14 December 2017. Until the date of
report submission the company was not formally liquidated.
In the reporting period, i.e. from 1 January to 31 December 2022 and until the date of submitting this report, there were
no changes in the structure of the XTB S.A. Capital Group. other than those described above.
1.5 Change in the Group’s structure
In the reporting period, i.e. from od 1 January to 31 December of 2022 and until the date of report submission there
were no changes in the XTB S.A. Group’s structure, than described in point
1.4 Composition of the Group
.
1.6 Branches of the Parent Company
The Company has 7 foreign branches, listed below:
• 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. Date of registration of the new name in the local register: 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. Date of registration of the
new name in the local registry: 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. Date of registration of the new name in the local registry:
9 April 2022;
• XTB S.A. Varsovia Sucursala Bucuresti (formerly: X-Trade Brokers Dom Maklerski S.A. Sucursala Bucuresti
Romania (branch in Romania)) – 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. Date of registration of the new name in the local registry: 22 April 2022;
• XTB S.A. German Branch (formerly: X-Trade Brokers Dom Maklerski S.A., German Branch (branch in Germany))
– 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
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 78
identification number: DE266307947. Date of registration of the new name in the local registry: 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. Date of registration of the new name in the local registry: 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
under and was granted the following tax identification number PT980436613. Date of registration of the new
name in the local registry: 17 May 2022.
1.7 Organizational and capital ties
XXZW Investment Group S.A. with its registered office in Luxembourg is the key shareholder of the Company. It holds,
as at 31 December 2022, 66,99% of shares and votes in the General Meeting. XXZW Investment Group S.A. prepares
consolidated financial statements.
Mr. Jakub Zabłocki is the ultimate parent of the Company and XXZW Investment Group S.A.
Apart from the organization of the Group and the Parent Company described above, neither the Parent company nor
any of the Group companies holds any shares in other undertakings which could materially impact the assessment of
its assets and liabilities, financial condition and profits and losses.
1.8 Changes to the management principles of the Company and its Capital Group
In the reporting period there were no changes in the management principles of the Company and its Capital Group.
2. The activities and development of the Parent Company and its Capital Group
2.1 Products and services
The Group is an international provider of trading and investment products, services and solutions, specialising 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. The Group operates in two segments: retail and institutional segment. The Group's retail
operations mainly include online trading of derivatives based on assets and underlying instruments that are traded on
the financial and commodity markets. Institutional customers of the Group offers technologies thanks to which they
can offer their clients the possibility of trading in financial instruments under their own brand. The Group also acts as
a liquidity provider for institutional clients.
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. The Group’s retail clients are given
access to one of the above-mentioned front-end trading platforms and to the range of its components, along with
access to back-office systems. Institutional clients are granted full access to the set-up and management facilities, the
branding system and the risk management tools.
The Group also offers its clients various trading alternatives based on the level of client sophistication (from beginner
to expert) and on the mode of access (from smartphones to web-based interfaces to desktop applications). These
applications provide retail clients investing in CFDs based on various financial instruments with tools, including charts,
analytics, research and online trading.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
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The functionality of the Group’s offer enables clients to open and deposit funds in accounts, place and move orders
and request statements via the Internet. The Group’s core technology uses software products designed for their
functionality and scalability.
In the period of 12 months of 2022 the Group continued the process of expanding its product offer. The aim of these
activities was to meet clients expectations regarding the availability of individual financial instruments. In 2022, the offer
of shares and ETFs was constantly expanded with new instruments desired by clients. XTB was the first brokerage house
in Poland to provide its clients with the option of submitting the W8BEN form enabling tax optimization when settling
transactions on American shares. In 2022, the Company expanded its offer and currently offers over 40 CFD instruments
based on cryptocurrencies. In October 2020, the Company offered trading on shares from all around the world for free
for monthly volumes up to EUR 100 000 as a first broker in Poland. In January 2022, an offer of completely commission-
free trading on CFD instruments based on shares was launched. XTB is constantly developing its own xStation trading
platform by adding new functionalities. The Company’s aim is to make the xStation platform a central and necessary
place for every trader, where besides trading one could have access to education and fundamental data.
XTB product offer
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
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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 2022, the Group offered a total of almost 5 800 financial instruments from all over the world. This
number consisted of 2 300 leveraged CFDs, including over 50 based on currency pairs, approximately 20 based on
commodities, approximately 30 on indices and 50 based on cryptocurrency, approximately 1 900 based on shares of
companies listed on stock exchanges in 16 countries and over 150 based on American and European ETFs. Second part
of the XTB’s offer consists of over 3 500 cash instruments, namely almost 3 200 equity instruments and over 300 ETF
instruments from European markets. In 2022, the Company focused mainly on improving the existing processes of
acquiring new clients, optimizing transaction costs for both clients and the Company, as well as all processes leading to
the start of trading by customers and the experience of concluding transactions in XTB. The Group is actively introducing
new improvements to the trading platform that make it more intuitive and easier to use.
2.2 Main operating markets and their segments
The Group conducts its operations through two business segments:
• Retail segment and
• Institutional segment.
The Group’s retail business is focused on providing online trading in various instruments based on assets and
underlying instruments from the financial and commodities markets to individual clients. For its institutional clients, the
Group offers technologies that allow clients to set up their own trading environment under their own brands and acts
as a liquidity provider to its institutional clients.
The Group operates on the
basis of licences 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, including Poland,
Spain, the Czech Republic,
Portugal, France and Germany
and has prioritised Latin
America, Africa and Asia as a
region for future development.
Currently, the Management Board's efforts are focused on reaching mass clients with the offer. This is crucial for further
dynamic development of XTB and building a global brand. This goal is to be served by new products added to the offer
in 2023 and in the consecutive years. The Management Board estimates that the effects of these works will give a much
higher output than if the available resources were invested in launching operations in South Africa. For this reason, the
start of operations of XTB Africa (PTY) Ltd. has been postponed at least until 2024.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
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2.3 Events significantly influencing activities in 2022
Information about events and circumstances that had impact on the Company’s and Group's operations in 2022 are
presented in other parts of this report, in particular in section
3.2 Basic economic and financial information
. Apart from
the events described in this report there were no other events which had significant impact on the Company’s and the
Group’s activities in 2022.
2.4 Material contracts
In 2022, 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.
2.5 Related party transactions
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.
2.6 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 2022, the Company and the Group companies did not grant any loans.
2.7 Sureties and guarantees
On 9 May 2014 the Company issued a guarantee in the amount of PLN 61 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 6 033 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 2022 XTB did not grant and did not receive other sureties and guarantees.
2.8 Post balance sheet events
On February 28, 2023, in the judgment in case, the Supreme Administrative Court dismissed the cassation appeal
against the judgment of the Provincial Administrative Court in Warsaw, dismissing the complaint against the decision
of the Polish Financial Supervision Authority of September 18, 2018 imposing on the Parent Company a fine of PLN 9.9
million.
XTB does not see any risk related to potential client claims in this respect.
On March 8, 2023, the Management Board of XTB S.A. informed that it had made a decision regarding the intention to
buy back its own shares in accordance with the Act of September 15, 2000 – Code of Commercial Companies and the
intention to recommend to the Supervisory Board and the General Meeting of the Parent Company the distribution of
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
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the standalone net profit for 2022. The buy back of own shares is subject to the Parent Company obtaining permission
from the Polish Financial Supervision Authority ("PFSA") to buy back up to 5 683 635 of its own shares (which constitutes
4.84% of the total number of shares/votes in the Group) by December 31, 2023 for redemption. The parent company
applied to the Polish Financial Supervision Authority for permission to buy back its own shares and reduce instruments
in the Company's Common Equity Tier 1 capital. As at the date of publication of this report, the Company has not
received information from the Polish Financial Supervision Authority regarding the submitted application.
2.9 External and internal factors important for the development of the Company
and the Group
2.9.1 The number of active clients, transaction volumes and deposit amounts
The Group’s revenue and its results of operations are directly mostly depended 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.
2.9.2 Revenues of the Company and the situation on the financial and commodity
markets
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
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.
2.9.3 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.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
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2.9.4 Competition on the FX/CFD
The FX/CFD market, both globally and in Poland, is characterised 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
licenced institutions (such as Saxo Bank and IG Group) and other entities, both licenced and non-licenced which gain
clients through the Internet (such as Plus500).
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.
2.9.5 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 an issuer.
The Group 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 licence from the
PFSA and is subject to a number of regulatory requirements. The Company is a brokerage house operating based on a
licence 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 licence granted by the PFSA in the following member states of the EU: the Czech Republic, Spain,
Slovakia, Romania, Germany, France and Portugal.
Moreover, the Company and XTB Limited, subject to the supervision by the FCA, conduct cross-border operations
without establishing a branch (the MiFID Outward Service) in a number of jurisdictions, focusing mainly on the Italian
and Hungarian markets. In addition, the Company and its subsidiaries are entitled to conduct cross-border operations
in Austria, Belgium, Bulgaria, Greece, the Netherland, Sweden, Hungary and Italy.
Additionally, the Company has a 100% interest in the following entities operating based on separate licences 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 S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
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• 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, which at the time of writing the report is
applying for a license to conduct brokerage activities.
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.
2.10 The Group’s activities in 2022 and development outlook
The Group's strategy is to actively strengthen its position as an international supplier of technologically advanced
products, services and solutions in the field of trading in financial instruments mainly in the EU, Latin America, Asia and
Africa by increasing brand recognition, acquiring new clients for its transaction platforms and building a long-term
investment profile and client loyalty. The Group's strategic plan includes supporting growth through expansion into
new markets, further penetration of existing markets, expansion of the Group's product and service offer as well as the
development of the institutional segment of operations (X Open Hub).
The Management Board is of the opinion that the Group has built solid foundations that ensure its good position to
generate stable growth in the future.
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.
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.
In 2022, the Company focused mainly on improving the existing processes of acquiring new clients, as well as all
processes leading to the commencement of trade by clients and the experience itself resulting from concluding
transactions with XTB. The Group is constantly introducing new improvements to the trading platform that make it
more intuitive and easy to use.
The Group consistently implemented in its branches modern tools for comprehensive management of client relations
from the moment of obtaining contact through the stages of further service, to signing the contract and maintaining
the after-sales relationship. The tools allow for reporting and analysis, giving a better understanding of users and clients,
which allows to optimize the cost of client acquisition and retention, which translates into a better-matched offer and
faster implementation of client instructions.
The Group continued the process of educating investors by organizing free workshops and conferences and providing
access to educational materials for both beginners and more experienced investors.
Currently, the Management Board's efforts are focused on reaching mass customers with the offer. This is crucial for
further dynamic development of XTB and building a global brand. This goal is to be served by new products added to
the offer in 2023 and subsequent years. The Management Board believes that the effects of these works will bring a
much greater result than if the possessed resources were invested in launching operations in South Africa. For this
reason, the start of operations of XTB Africa (PTY) Ltd. has been postponed until at least 2024.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 85
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. Due to
significant increase of this disease all over the world, countries take numerous action to limit or delay it’s spread.
Management Board of XTB S.A. does not identify the impact of the COVID-19 pandemic on the Group's operations.
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 ant the Group’s results.
2.11 Major achievements in research and development – XTB as FinTech
XTB, as a technological entity
operating in the financial sector,
realise continuous development
work and developing highly
innovative, comprehensive solutions
in the field of online transactions and
investments in financial instruments
("research and development";
"R&D"). This makes the Company
a FinTech organization. The aim of
the above works is to develop
innovative technologies and
solutions allowing, in particular, the
further development of the product
offer. XTB owns a number of
proprietary technological solutions,
including the modern xStation
transaction platform.
The R&D works carried out in 2022 were aimed at developing tools necessary for the efficient functioning of XTB’s
transaction systems, effective execution of orders, efficient client onboarding process and further development of tools
supporting internal processes in the company as a result of identified development needs. Research areas focused on
functionalities and security of operation of systems, processes and databases. R&D works were also conducted aimed
at the development of new electronic trading systems. The main types of activities performed as part of R&D works
include:
• creating new or improving existing software solutions used by XTB clients in the process of trading on financial
instruments,
• creating new or improving existing software solutions used by XTB clients in the account opening process and
when using the back office modules (deposits, withdrawals, account update, etc.),
• development of XTB’s IT infrastructure, e.g. in order to ensure a sufficiently effective network, continuous
modernization of servers and other devices active in XTB,
• creating new or improving existing software solutions supporting the activities of XTB,
• creating and developing key transactional applications and CRM systems,
• developing of solutions to increase the security of work in the network and external access,
• developing solutions for the security of data storage,
• creating and implementing new, innovative hardware, hardware-software and software solutions in the
company,
• analysis of product development opportunities in terms of current technological solutions,
• work on increasing the level of security of the processed data, both in terms of data storage and transmission
protocols.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 86
Due to the adopted business strategy based on the development of new technologies, the IT Development Department
has been separated within the XTB structure, in which a great part of the staff are people performing R&D works. The
R&D works have a significant, almost strategic impact on the business activities realised by XTB, which not only translate
into the level of revenues generated by XTB, but are also crucial in the process of building and maintaining the highly
competitive position of the Company on the global capital market. It should be emphasized that XTB is one of the largest
FX & CFD brokers in the world, operating on the OTC (over-the-counter) market and on the stock market.
The table below presents the number of people employed in the IT Development department and the related costs
incurred with the development of highly innovative, extensive solutions in the field of Internet transactions and
investments:
TWELVE-MONTH PERIOD ENDED
CHANGE %
31.12.2022
31.12.2021
Related costs with technology development (in PLN’000)
58 381
36 617
59,4
Number of employees in the IT Development
*
266
161
65,2
* Employees hired on the basis of an employment contract, contract of mandate and providing services based on a B2B contract.
3. Operating and financial situation
3.1 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 2022 to
31 December 2022 with comparative data for the year ended 31 December 2021 cover the Parent Company’s financial
data and financial data of the subsidiaries comprising “The Group”.
The separate financial statements of the XTB S.A. prepared for the period from 1 January 2022 to 31 December 2022
with comparative data for the year ended 31 December 2021 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 this 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”).
3.2 Basic economic and financial information
3.2.1 Basic consolidated economic and financial information
The Group’s operating and financial results are mainly affected 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;
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 87
• regulatory environment.
The key factors affecting the Group’s financial and operating results in the 12 months period ended 31 December 2022
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.
Description of the Group results in 2022
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 %
31.12.2022
31.12.2021
Result of operations on financial instruments
1 437 160
618 453
132,4
Income from fees and charges
7 020
5 034
39,5
Other income
69
2 108
(96,7)
Total operating income
1 444 249
625 595
130,9
Salaries and employee benefits
(222 369)
(120 101)
85,2
Marketing
(192 027)
(131 262)
46,3
Other external services
(54 365)
(36 187)
50,2
Commission expenses
(49 967)
(38 434)
30,0
Amortisation
(11 997)
(8 921)
34,5
Taxes and fees
(11 560)
(4 087)
182,8
Costs of maintenance and lease of buildings
(8 614)
(5 373)
60,3
Other expenses
(7 668)
(4 407)
74,0
Total operating expenses
(558 567)
(348 772)
60,2
Operating profit (EBIT)
885 682
276 823
219,9
Finance income
50 573
17 891
182,7
Finance costs
(997)
(4 258)
(76,6)
Profit before tax
935 258
290 456
222,0
Income tax
(169 162)
(52 626)
222,4
Net profit
766 096
237 830
222,1
XTB's dynamic operational growth, coupled with favourable market conditions, translated into record-breaking financial
results in 2022. Consolidated net profit amounted to PLN 766 096 thousand compared to PLN 237 830 thousand a year
earlier. Consolidated revenues amounted to PLN 1 444 249 thousand (2021: PLN 625 595 thousand) with operating
expenses of PLN 558 567 thousand (2021: 348 772 thousand).
Operating income
The Group’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 Group 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.
12 MONTHS PERIOD ENDED
31.12.2022
31.12.2021
Spread
54%
83%
Swap, commission and fees
20%
(23)%
Market Making
26%
40%
Gross result of operations on financial instruments
100%
100%
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 88
In 2022 the retail business segment generated approximately 87% of the total volume of the Group's turnover and the
institutional business segment – approximately 13%.
In 2022, XTB reported record increase in revenue from PLN 625 595 thousand to PLN 1 444 249 thousand, i.e. by 130,9%
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 35,9% y/y), connected with their high transaction activity
expressed in the number of CFD contracts concluded in lots (increase by 55,1% y/y). As a consequence the transaction
volume in CFD instruments amounted to 6 365,6 thousand lots (2021: 4 104,6 thousand lots), and a profitability per lot
amounted to PLN 227 (2021: PLN 152).
TWELVE-MONTH PERIOD ENDED
31.12.2022
31.12.2021
31.12.2020
31.12.2019
31.12.2018
31.12.2017
Total operating income
(in PLN’000)
1 444 249
625 595
797 750
239 304
288 301
273 767
Transaction volume in CFD
instruments in lots
1
6 365 643
4 104 566
3 175 166
1 597 218
2 095 412
2 196 558
Profitability per lot (in PLN)
2
227
152
251
150
138
125
Transaction volume in CFD
instruments in nominal value
(in USD’000000)
2 259 588
1 737 351
1 021 835
541 510
773 899
653 373
Profitability for 1 million USD
transaction volume in CFD
instruments in nominal value
(in USD)
3
143
93
200
115
103
111
1
) 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.
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).
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 89
THREE-MONTH PERIOD ENDED
31.12.2022
30.09.2022
30.06.2022
31.03.2022
31.12.2021
30.09.2021
30.06.2021
31.03.2021
Total operating income
(in PLN’000)
216 746
391 289
396 410
439 804
183 567
200 029
55 302
186 697
Transaction volume in
CFD instruments in lots
1
1 720 381
1 594 606
1 489 917
1 560 739
1 073 549
1 044 329
871 300
1 115 389
Profitability per lot
(in PLN)
2
126
245
266
282
171
192
63
167
Transaction volume
in CFD instruments in
nominal value
(in USD’000000)
548 781
539 879
539 673
631 255
482 097
502 650
366 257
386 347
Profitability for 1 million
USD transaction volume
in CFD instruments in
nominal value (in USD)
3
87
152
168
167
94
102
40
127
1
) 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.
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).
XTB has a solid foundation in the form of constantly growing client base and the number of active clients. In 2022 the
Group reported another record in this area, acquiring 196 864 new clients compared to 189 187 a year earlier, which
means an increase of 4,1%. Similarly to the number of new clients, the number of active clients was also record high.
It increased from 190 452 to 258 799, i.e. by 35,9% y/y.
PERIOD ENDED
31.12.2022
30.09.2022
30.06.2022
31.03.2022
31.12.2021
30.09.2021
30.06.2021
31.03.2021
New clients
1
51 038
44 796
45 697
55 333
42 760
38 573
40 623
67 231
Clients in total
2
614 934
567 387
525 287
481 931
429 157
388 973
352 946
316 658
Number of active clients
3
258 799
224 339
190 088
149 726
190 452
160 608
133 415
103 446
Average number of active
clients
4
153 082
150 444
149 824
149 726
112 015
106 961
105 005
103 446
1
) The 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 2022 and 12, 9, 6 and 3 months of 2021 respectively. An active client is a client who carried
out at least one transaction in a period.
4
) The average quarterly number of clients respectively for 12, 9, 6 and 3 months of 2022 and 12, 9, 6 and 3 months of 2021.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 90
The priority of the Management Board is to
further increase the client base leading to the
strengthening of XTB's market position in the
world by reaching the mass client with its product
offer. These activities are and will be supported
by a number of initiatives, including the
introduction of new products or promotional
campaigns. The ambition of the Management
Board in 2023 is to acquire, on average, at least
40-60 thousand new clients quarterly. In January
2023, the Group acquired a total of 42,3 thousand
new clients, while in February 2023, it was 36,5
thousand of new one.
For example, on January 9, 2023, XTB launched a
new promotion "Free share for a good start"
consisting in receiving a free share worth up to
USD 30 for opening an account with XTB and
making a deposit of any amount.
In order to strengthen its market position and
worldwide recognition, XTB cooperates with titled
athletes who are the ambassadors of the XTB
brand. In February 2022, an advertising campaign
was launched with the participation of the titled
martial arts competitor, the first Polish woman in
the UFC organization and the champion of this
organization, as well as the three-time world
champion in Thai boxing – Joanna Jędrzejczyk.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 91
In September 2022, promotional activities were
launched with the participation of Conor McGregor,
another XTB brand ambassador – an Irish mixed martial
arts (MMA) and the UFC fighter. Conor McGregor is the
biggest martial arts star in the world and the best
rewarded athlete according to Forbes list. Conor is not
only a fighter, but also a successful person in business
as an investor in many interesting projects.
The face of the XTB brand is also Jiří Procházka,
a Czech fighter, one of the leading MMA fighters,
UFC champion. Thanks to this cooperation, XTB
plans to continue its intense promotional
activities.
The team of XTB ambassadors was also joined in 2022 by
Iker Casillas, a former Real Madrid footballer, considered
one of the best goalkeepers of all time. He is currently the
Deputy Director General of the Real Madrid Foundation.
Thanks to the cooperation with such personalities as Joanna Jędrzejczyk, Conor McGregor, Jiří Procházka or Iker Casillas,
XTB started promoting the offered investment solutions, in particular, convincing that investing in various types of
assets is available to everyone, using the tools provided that facilitate entry into the world of investments: through daily
market analysis, as well as numerous educational materials.
Looking at XTB's revenues in terms of the classes of instruments responsible for their creation, it can be seen that in
2022 CFDs based on index were in the lead. Their share in the structure of revenues on financial instruments reached
46,4% compared 32,8% year earlier. This is a consequence of high profitability on 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 2022 was 33,8% (2021: 49,3%). This is a consequence of high
profitability on CFD instruments based on quotations of natural gas, gold and oil prices. Revenues on CFDs based on
currencies accounted for 17,0% of all revenues, compared 12,5% year earlier, where the most profitable financial
instruments in this class were CFD based on currency pairs EURUSD and GBPUSD.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 92
The result of operations on financial instruments
(IN PLN’000)
12 MONTHS PERIOD ENDED
CHANGE %
31.12.2022
31.12.2021
Index CFDs
687 424
209 304
228,4
Commodity CFDs
501 314
313 948
59,7
Currency CFDs
251 429
79 761
215,2
Stock CFDs and ETFs
36 816
34 885
5,5
Bond CFDs
796
223
257,0
Total CFDs
1 477 779
638 121
131,6
Shares and ETFs
3 494
(689)
607,1
Gross gain on transactions in financial instruments
1 481 273
637 432
132,4
Bonuses and discounts paid to customers
(5 653)
(2 700)
109,4
Commission paid to cooperating brokers
(38 460)
(16 279)
136,3
Net gain on transactions in financial instruments
1 437 160
618 453
132,4
The share of instruments in the result of operations on financial instruments
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 93
The business model used by the Group combines the features of the agency model and the market making model, in
which the Group is a party to a transaction concluded and initiated by the client. The Group does not engage in
transactions carried out on its own account in anticipation of 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.
XTB places great importance on the geographical diversification of revenues, consistently implementing the strategy of
building a global brand. The country from which the Group derives more than 20% of revenues each time is Poland,
with a share of 41,4% (2021: 33,5%). Due to the overall share in the Group's revenues, Poland was separated for
presentation purposes as the largest market in terms of revenues in the Group. 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)
12 MONTHS PERIOD ENDED
31.12.2022
31.12.2021
Central and Eastern Europe
842 167
327 289
- including Poland
598 006
209 804
Western Europe
356 196
165 349
Latin America
1
197 251
121 314
Middle East
2
48 635
11 643
Total operating income
1 444 249
625 595
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
31.12.2022
31.12.2021
Retail segment
1 424 769
623 610
Institutional segment (X Open Hub)
19 480
1 985
Total operating income
1 444 249
625 595
XTB’s business model includes high volatility of revenues depending on the period. Operating results are mainly affected
by: (i) volatility on financial and commodity markets; (ii) the number of active clients; (iii) volume of concluded
transactions on financial instruments; (iv) general market, geopolitical and economic conditions; (v) competition on the
FX/CFD market and (vi) regulatory environment.
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
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 94
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.
Operating expenses
The operating costs in 2022 amounted to PLN 558 567 thousand and were PLN 209 795 thousand higher than in the
previous year (2021: PLN 348 772 thousand). The most important changes occurred in:
• marketing costs, an increase by PLN 102 268 thousand resulting mainly from higher expenditure on online
and offline marketing campaigns;
• costs of remuneration and employee benefits, an increase by PLN 60 765 thousand, mainly due to an increase
in employment and higher provisions for variable remuneration components (bonuses);
• commission costs, an increase by PLN 18 178 thousand resulting from higher amounts paid to payment service
providers through which clients deposit their funds in transaction accounts;
• other external services, an increase by PLN 11 533 thousand as a result of mainly higher expenditure on:
(i) support database systems (increase by PLN 4 166 thousand y/y); (ii) market data delivery services (increase
by PLN 2 807 thousand y/y); (iii) legal and advisory services (increase by PLN 2 762 thousand y/y) and
(iv) recruitment costs (increase by PLN 1 967 thousand y/y).
3.2.2 Public support
In 2022, the Company did not receive any financial support from public funds.
In 2021 the Company received financial support in the form of the de minimis help in the total amount of PLN 30
thousand from KFS training fund.
3.2.3 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 2022 amounted
to 18,6%, and as of 31 December 2021 amounted to 7,6%.
3.2.4 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 (formerly: X-Trade Brokers Dom Maklerski Spółka Akcyjna, organizačni složka)
in Czech Republic. The branch provides support services for the sale of financial instruments;
− XTB S.A. Sucursal en Espana (formerly: X-Trade Brokers Dom Maklerski Spółka Akcyjna, Sucursal en Espana)
in Spain. The branch provides support services for the sale of financial instruments;
− XTB S.A. organizačná zložka (formerly: X-Trade Brokers Dom Maklerski Spółka Akcyjna, organizačná zložka)
in the Slovak Republic. The branch provides support services for the sale of financial instruments;
− XTB S.A. Varsovia Sucursala Bucuresti (formerly: X-Trade Brokers Dom Maklerski S.A. Sucursala Bucuresti
Romania) in Romania. The branch provides support services for the sale of financial instruments;
− XTB S.A. German Branch (formerly: X-Trade Brokers Dom Maklerski 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 (formerly: X-Trade Brokers Dom Maklerski Spółka Akcyjna) in the Republic of
France. The branch provides support services for the sale of financial instruments;
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 95
− XTB S.A. – Sucursal em Portugal (formerly: X-Trade Brokers Dom Maklerski S.A., Sucursal Portugesa) 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 and
− XTB Africa (PTY) Ltd. in South Africa. The company has obtained a license to conduct brokerage activities.
As at the date of publishing this report, the Company did not conduct any operating activities.
The table below presents additional data on the above branches and subsidiaries in 2022 and 2021:
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
the UE
114 248
127
5 215
(1 730)
Subsidiaries
the UE
3 734
10
141
(18)
Subsidiaries
outside the UE
157 525
81
8 947
(524)
NAME
AREAS OF
ACTIVITIES
REVENUE FOR
2021
(in thousands
PLN)
NUMBER OF
EMPLOYEES AT THE
END OF 2021
PROFIT BEFORE TAX
FOR 2021
(in thousands PLN)
INCOME TAX
FOR 2021
(in thousands
PLN)
Branches
the UE
76 205
111
3 449
(1 239)
Subsidiaries
the UE
3 195
7
158
(38)
Subsidiaries
outside the UE
83 535
46
5 738
(296)
3.2.5 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
31.12.2022
31.12.2021
EBITDA (in PLN’000)
1
897 679
285 744
EBITDA margin (%)
2
62,2
45,7
Net profit margin (%)
3
53,0
38,0
Return on equity –ROE (%)
4
63,3
26,4
Return on assets – ROA (%)
5
21,1
8,8
Aggregate capital adequacy ratio (IFR) (%)
218,1
200,1
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).
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 96
The table below presents:
• the number of new clients in individual periods;
• the aggregate number of clients;
• the number of clients who at least one transaction has been concluded over the individual periods;
• the average quarterly number of clients who at least one transaction has been concluded over the last three
months;
• 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);
• 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.
12 MONTHS PERIOD ENDED
31.12.2022
31.12.2021
New clients
1
196 864
189 187
Clients in total
614 934
429 157
Number of active clients
2
258 799
190 452
Average number of active clients
3
153 082
112 015
Net deposits (in PLN’000)
4
3 423 224
2 933 422
Average operating income per active client (in PLN’000)
5
9,4
5,6
Transaction volume in CFD instruments in lots
6
6 365 643
4 104 566
Profitability per lot (in PLN)
7
227
152
Transaction volume in CFD instruments in nominal value (in USD’000000)
2 259 588
1 737 351
Profitability for 1 million USD transaction volume in CFD instruments in
nominal value (in USD)
8
143
93
Turnover of shares in nominal value (in USD’000000)
3 336
4 437
1
) The number of new Group’s clients in the individual periods.
2
) The number of clients who at least one transaction has been concluded over the individual periods.
3
) The average quarterly number of clients who at least one transaction has been concluded over the last three months.
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).
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 97
The table below shows data on the Group’s transaction volumes (in lots) by geographical area for the periods indicated.
12 MONTHS PERIOD ENDED
31.12.2022
31.12.2021
Retail operations segment
5 561 112
3 712 714
Central and Eastern Europe
2 762 057
1 744 002
Western Europe
1 204 963
1 031 132
Latin America
1
1 258 226
917 870
Middle East
2
335 866
19 709
Institutional operations segment
804 530
391 852
Total
6 365 643
4 104 566
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.
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.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 98
(IN PLN’000)
12 MONTHS PERIOD ENDED
31.12.2022
31.12.2021
Result from operations on financial instrument:
1 437 160
618 453
Central and Eastern Europe
836 683
321 404
Western Europe
355 237
164 410
Latin America
1
196 605
120 996
Middle East
2
48 635
11 643
Income from fees and charges:
7 020
5 034
Central and Eastern Europe
5 415
3 777
Western Europe
959
939
Latin America
1
646
318
Middle East
2
0
0
Other income:
69
2 108
Central and Eastern Europe
69
2 108
Total operating income
1 444 249
625 595
Central and Eastern Europe
842 167
327 289
- including Poland
3
598 006
209 804
Western Europe
356 196
165 349
Latin Amercia
1
197 251
121 314
Middle East
2
48 635
11 643
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
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 41,4% (2021: 33,5%). Due to the overall share
in the Group's revenues, Poland was presented as the largest market in the Group in terms of revenue.
Group revenues by geographical area
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 99
Retail operations segment
The table below presents key operational data in the retail operations segment of the Group for the respective periods
indicated.
12 MONTHS PERIOD ENDED
31.12.2022
31.12.2021
New clients
1
196 859
189 182
Clients in total
614 902
429 119
Number of active clients
2
258 770
190 425
Average number of active clients
3
153 061
111 993
Number of transactiosn
4
135 661 515
80 129 210
Transaction volume in CFD instruments in lots
5
5 561 113
3 712 714
Net deposits (in PLN’000)
6
3 377 709
2 916 936
Average operating income per active client (in PLN’000)
7
9,3
5,6
Average client acquisition cost (in PLN’000)
8
1,1
0,6
Profitability per lot (in PLN)
9
256
168
Transaction volume in CFD instruments in nominal value (in USD million)
2 120 851
1 615 612
Profitability for 1 million USD transaction volume in CFD instruments in
nominal value (in USD)
10
153
100
Turnover of shares in nominal value (in USD million)
3 336
4 437
1
) The number of new clients in the individual periods.
2
) The number of clients who at least one transaction has been concluded over the individual periods.
3
) The average quarterly number of clients via which at least one transaction has been concluded over the last three months.
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).
The table below presents the average quarterly number of retail clients maintained by the Group on which at least one
trade was executed in the three-month period by geographical location. 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.
12 MONTHS PERIOD ENDED
31.12.2022
31.12.2021
Central and Eastern Europe
90 481
59%
64 097
57%
Western Europe
32 959
21%
28 597
26%
Latin Amercia
1
28 552
19%
18 802
17%
Middle East
2
1 069
1%
497
0%
Total
153 061
100%
111 993
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.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 100
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.
12 MONTHS PERIOD ENDED
31.12.2022
31.12.2021
Average number of active clients
21
22
Clients in total
32
38
The table below presents the Group’s turnover (in lots) in the institutional operations segment in the periods indicated.
12 MONTHS PERIOD ENDED
31.12.2022
31.12.2021
Transaction volume in CFD instruments in lots
804 530
391 852
3.2.6 Basic separate economic financial information
Discussion of the Company’s results in 2022
The table below shows selected items of the separate statement of comprehensive income for the periods indicated.
(IN PLN’000)
12 MONTHS ENDED
CHANGE %
31.12.2022
31.12.2021
Result of operations on financial instruments
1 328 564
555 840
139,0
Income from fees and charges
5 764
4 404
30,9
Other income
69
2 108
(96,7)
Total operating income
1 334 397
562 352
137,3
Salaries and employee benefits
(148 627)
(102 530)
45,0
Marketing
(171 317)
(75 267)
127,6
Other external services
(79 130)
(71 157)
11,2
Commission expenses
(31 102)
(23 804)
30,7
Amortisation
(9 872)
(7 485)
31,9
Taxes and fees
(6 988)
(3 900)
79,2
Other costs
(7 932)
(2 450)
223,8
Costs of maintenance and lease of buildings
(4 189)
(2 596)
61,4
Total operating expenses
(459 157)
(289 189)
58,8
Profit on operating activities
875 240
273 163
220,4
Impairment of investments in subsidiaries
(737)
(1 022)
(27,9)
Finance income
56 208
18 625
201,8
Finance costs
(834)
(4 115)
(79,7)
Profit before tax
929 877
286 651
224,4
Income tax
(168 313)
(51 810)
224,9
Net profit
761 564
234 841
224,3
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 101
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).
12 MONTHS PERIOD ENDED
31.12.2022
31.12.2021
Spread
54%
83%
Swaps, commissions and fees
26%
40%
Market Making
20%
(23)%
Gross result of operations on financial instruments
(expect dividends from subsidiaries)
100%
100%
The table below shows information on the Company’s operating income for the periods indicated.
12 MONTHS PERIOD ENDED
31.12.2022
31.12.2021
(in PLN’000)
(%)
(in PLN’000)
(%)
Result of operations on financial instruments
1 328 564
99,6
555 840
98,8
Income from fees and charges
5 764
0,4
4 404
0,8
Other income
69
0,0
2 108
0,4
Total operating income
1 334 397
100,0
562 352
100,0
The largest source of the Company's operating income is the result from operations on financial instruments, which
accounted for 99,6% and 98,8% of total operating revenues, in 2022 and 2021, 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 2022, respectively 46,1%, 33,7% and 16,9% (in 2021, respectively: 32,6%, 48,9% and
12,4%). 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 2,8% and 5,4% of the result on operations in gross financial instruments in
2022 and in 2021 respectively.
The result of operations on financial instruments
(IN PLN’000)
12 MONTHS PERIOD ENDED
CHANGE %
31.12.2022
31.12.2021
Index CFDs
687 424
209 304
228,4
Commodity CFDs
501 314
313 948
59,7
Currency CFDs
251 429
79 761
215,2
Stock and ETF CFDs
36 816
34 885
5,5
Bond CFDs
796
223
257,0
Total CFDs
1 477 779
638 121
131,6
Stocks and ETFs
3 494
(689)
607,1
Dividends from subsidiaries
8 401
5 100
64,7
Gross gain on transactions in financial instruments
1 489 674
642 532
131,8
Bonuses and discounts paid to customers
(160 203)
(86 148)
86,0
Intermediary services
(907)
(544)
66,7
Commission paid to cooperating brokers
1 328 564
555 840
139,0
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 102
The share of instruments in the result on operations financial instruments
Total operating expenses
In 2022 operating expenses amounted to PLN 459 157 thousand and were higher by PLN 169 968 thousand in relation
to the same period a year earlier (2021: PLN 289 189 thousand). The most significant changes occurred in:
• marketing costs, an increase of PLN 96 050 thousand mainly due to higher expenditures on marketing online
campaigns;
• costs of remuneration and employee benefits, an increase by PLN 46 097 thousand mainly due to the increase
in employment and higher provisions for variable remuneration components (bonuses);
• other external services, an increase of PLN 7 973 thousand as a result of higher expenditures on: (i) IT systems
and licenses (an increase of PLN 4 205 thousand y/y); (ii) market data provision services (increase by PLN 2 807
thousand y/y); (iii) legal and advisory services (increase by 2 180 thousand y/y); (iv) recruitment costs (increase
by PLN 1 498 thousand y/y) and (v) lower expenditure on financial intermediation services (decrease by PLN
2 224 thousand y/y);
• commission expenses, an increase of PLN 7 298 thousand as a result of larger amounts paid to payment
service providers through which clients deposit their funds on transaction accounts;
• other costs, increase by PLN 5 482 thousand related mainly to created write-downs on receivables.
3.2.7 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 harmonised manner and may not be comparable
with the ratios presented by other companies, including companies operating in the same sector as the Company.
12 MONTHS PERIOD ENDED
31.12.2022
31.12.2021
EBITDA (in PLN’000)
1
885 112
280 648
EBITDA margin (%)
2
66,3
49,9
Net profit margin (%)
3
57,1
41,8
Return on equity –ROE (%)
4
63,2
26,1
Return on assets – ROA (%)
5
22,1
9,2
Aggregate capital adequacy (IFR) (%)
228,0
211,5
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. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 103
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 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)
12 MONTHS PERIOD ENDED
31.12.2022
31.12.2021
Result of the operations on financial instrument:
1 328 564
555 840
Central and Eastern Europe
845 083
326 503
Western Europe
330 897
144 386
Latin America
1
121 655
80 060
Middle East
2
30 929
4 891
Income from fees and charges:
5 764
4 404
Central and Eastern Europe
5 083
3 805
Western Europe
681
599
Other income:
69
2 108
Central and Eastern Europe
69
2 108
Total operating income
1 334 397
562 352
Central and Eastern Europe
850 235
332 416
- including Poland
3
608 931
214 933
Western Europe
331 578
144 985
Latin America
1
121 655
80 060
Middle East
2
30 929
4 891
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 41,4% (2021: 33,5%). Due to the overall share
in the Group's revenues, Poland was presented as the largest market in the Group in terms of revenue.
3.3 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. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 104
3.4 Structure of assets and liabilities
3.4.1 Structure of assets and liabilities in the consolidated statement of financial
position
(IN PLN’000)
31.12.2022
% balance
sheet total
31.12.2021
% balance
sheet total
ASSETS
Own cash
1 222 499
29,7
589 392
18,7
Clients’ cash
1 938 503
47,1
1 786 869
56,8
Financial assets at fair value through P&L
842 509
20,5
703 546
22,4
Income tax receivables
-
-
7 247
0,2
Financial assets at amortized cost
41 675
1,0
26 568
0,8
Prepayments and deferred costs
14 524
0,4
8 637
0,3
Intangible assets
1 441
0,0
585
0,0
Property, plant and equipment
45 303
1,1
16 206
0,5
Deferred income tax assets
7 869
0,2
8 693
0,3
Total assets
4 114 323
100,0
3 147 743
100,0
EQUITY AND LIABILITIES
Liabilities
Amounts due to clients
2 327 728
56,6
2 010 490
63,9
Financial liabilities held for trading
105 552
2,6
127 712
4,1
Income tax liabilities
1 827
0,0
783
0,0
Liabilities due to lease
30 450
0,7
7 437
0,2
Other liabilities
79 705
1,9
48 377
1,5
Provisions for liabilities
4 256
0,1
4 965
0,2
Deferred income tax provision
58 736
1,4
32 419
1,0
Total liabilities
2 608 254
63,4
2 232 183
70,9
Equity
Share capital
5 869
0,1
5 869
0,2
Supplementary capital
71 608
1,7
71 608
2,3
Other reserves
657 555
16,0
598 789
19,0
Foreign exchange differences on transaction
40
0,0
(449)
0,0
Retained earnings
770 997
18,7
239 743
7,6
Equity attributable to the owners of the
Parent Company
1 506 069
36,6
915 560
29,1
Total equity
1 506 069
36,6
915 560
29,1
Total equity and liabilities
4 114 323
100,0
3 147 743
100,0
As at 31 December 2022 balance sheet total amounted to PLN 4 114 323 thousand. In comparison to 31 December
2021 there was an increase by PLN 966 580 thousand i.e. 30,7%.
The most important asset item, both at the end of 2022 and 2021, are cash plus treasury bonds (presented in financial
assets at fair value through P&L), which accounted for respectively in 2022 and 2021, 85,4% and 86,0% 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 2022 the total amount of treasury bonds in the Group amounted
to PLN 362 074 thousand (as at 31 December 2021: PLN 331 926 thousand). At the end of 2022, own cash plus treasury
bonds increased by 72,0% y/y, while clients' cash increased by o 8,5% y/y.
The most significant increase in terms of value, i.e. by PLN 633 107 thousand in assets took place in own cash.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 105
With regards to the structure of liabilities, the most significant item as at 31 December 2022 were amounts due to clients
(56,6% liabilities in 2022 and 63,9% in 2021). Amounts due to clients result from transactions made by clients (including
cash deposited on clients’ accounts).
3.4.2 Structure of assets and liabilities in the separate statement of financial
position
(in PLN’000)
31.12.2022
% balance
sheet total
31.12.2021
% balance
sheet total
ASSETS
Own cash
1 124 822
28,7
550 871
23,0
Clients’ cash
1 803 101
46,1
1 635 115
43,7
Financial assets at fair value through P&L
796 117
20,3
663 725
29,4
Investments in subsidiaries
43 487
1,1
39 879
1,7
Income tax receivables
-
-
7 247
0,1
Financial assets at amortised cost
83 218
2,1
47 796
1,1
Prepayments and deferred costs
12 541
0,3
7 093
0,2
Intangible assets
1 333
0,0
450
0,0
Property, plant and equipment
42 455
1,1
12 562
0,5
Deferred income tax assets
6 203
0,2
6 820
0,3
Total assets
3 913 277
100,0
2 971 558
100,0
EQUITY AND LIABILITIES
Liabilities
Amounts due to clients
2 176 863
55,6
1 879 191
51,2
Financial liabilities held for trading
68 196
1,7
94 469
3,4
Income tax liabilities
1 304
0,0
132
0,0
Liabilities due to lease
28 108
0,7
4 382
0,3
Other liabilities
78 603
2,0
44 429
2,5
Provisions for liabilities
4 002
0,1
4 665
0,2
Deferred income tax provision
57 838
1,5
31 871
1,1
Total liabilities
2 414 914
61,7
2 059 139
58,8
Equity
Share capital
5 869
0,1
5 869
0,3
Supplementary capital
71 608
1,8
71 608
3,3
Other reserves
657 417
16,8
598 651
18,1
Foreign exchange differences on translation
1 905
0,0
1 450
0,1
Retained earnings
761 564
19,5
234 841
19,4
Total equity
1 498 363
38,3
912 524
41,2
Total equity and liabilities
3 913 277
100,0
2 971 558
100,0
As at 31 December 2022 balance sheet total amounted to PLN 3 913 277 thousand. Compared to 31 December 2021
there was an increase by PLN 941 719 thousand i.e. 31,7%.
The most important asset item, both at the end of 2022 and 2021, are cash plus treasury bonds (presented in financial
assets at fair value through P&L), which accounted for respectively in 2022 and 2021, 84,1% and 84,7% 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, 2022 the total value of bonds in the Company was PLN
362 074 thousand (as at December 31, 2021: PLN 331 926 thousand). At the end of 2022, own cash plus treasury bonds
increased by 68,4% y/y, with client cash increased by 10,3% y/y.
The most significant increase in terms of value, i.e. by PLN 573 951 thousand in assets, occurred in own cash.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 106
As regards the structure of liabilities, the most significant item as at 31 December 2022 were amounts due to clients
(55,6% of liabilities in 2022 and 63,2% in 2021). Amounts due to clients result from transactions made by clients
(including cash deposited on clients’ accounts).
3.5 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 2023 and in some cases also longer:
• The business model used by XTB combines the features of the agency model and the market maker model, in
which the Company is a party to transactions concluded and initiated by clients. XTB does not engage, in the
strict sense, in transactions carried out on its own account in anticipation of changes in prices or values of
underlying instruments - proprietary trading).
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.
The Group's offer includes both CFD instruments and stocks / ETFs from the cash markets. In the case of
selected CFD instruments, e.g. based on share prices, the position of XTB is fully hedged with external brokers.
For equity instruments and ETFs, the Group transmits the client's order to be executed directly on the regulated
market or in an alternative trading system.
The Group's operating income is generated:
i. spreads (the difference between the offer price and the bid price);
ii. fees and commissions charged by the Group to its clients;
iii. swap points charged by the Group (as a cost of maintaining the position over time) and;
iv. net result (profits offset by losses) from the Group’s market making activities;
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 of the market (range trading). In
this case, a higher 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, economic or geopolitical conditions. It
can significantly affect the revenues generated by the Group in the subsequent quarters. This is characteristic
of the Group's business model. To illustrate this impact, the table below presents the historical financial results
of the Group on a quarterly basis.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 107
THREE-MONTH PERIOD ENDED
31.12.2022
30.09.2022
30.06.2022
31.03.2022
31.12.2021
30.09.2021
30.06.2021
31.03.2021
Total operating income
(in PLN’000)
216 746
391 289
396 410
439 804
183 567
200 029
55 302
186 697
Transaction volume in CFD
instruments in lots
1
1 720 381
1 594 606
1 489 917
1 560 739
1 073 549
1 044 329
871 300
1 115 389
Profitability per lot (in PLN)
2
126
245
266
282
171
192
63
167
Transaction volume in CFD
instruments in nominal
value (in USD’000000)
548 781
539 879
539 673
631 255
482 097
502 650
366 257
386 347
Profitability for 1 million
USD transaction volume in
CFD instruments in nominal
value (in USD)
3
87
152
168
167
94
102
40
127
1
) 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.
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).
Although in quarterly terms, the revenues of the XTB Group are subject to significant fluctuations, which is
a phenomenon typical of the XTB business model, then in a longer time horizon, which is a year, they take on
more stable and comparable values to those from historical years.
12 MONTHS PERIOD ENDED
31.12.2022
31.12.2021
31.12.2020
31.12.2019
31.12.2018
31.12.2017
Total operating income
(in PLN’000)
1 444 249
625 595
797 750
239 304
288 301
273 767
Transaction volume in CFD
instruments in lots
1
6 365 643
4 104 566
3 175 166
1 597 218
2 095 412
2 196 558
Profitability per lot (in PLN)
2
227
152
251
150
138
125
Transaction volume in CFD
instruments in nominal value
(in USD’000000)
2 259 588
1 737 351
1 021 835
541 510
773 899
653 373
Profitability for 1 million USD
transaction volume in CFD
instruments in nominal value
(in USD)
3
143
93
200
115
103
111
1
) 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.
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).
• 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.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 108
2022
2021
2020
2019
2018
2017
% share of operating income from
institutional operations in total
operating income
1,3%
0,3%
13,2%
8,7%
6,5%
15,2%
The level of volatility in financial and commodity markets in 2023, 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 2023 the total operating
costs may even be about a quarter higher than that observed in 2022. 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.
• 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.
• Currently, the Management Board's efforts are focused on reaching mass clients with the offer. This is crucial
for further dynamic development of XTB and building a global brand. This goal is to be served by new products
added to the offer in 2023 and in the consecutive years. The Management Board estimates that the effects of
these works will give a much higher output than if the available resources were invested in launching
operations in South Africa. For this reason, the start of operations of XTB Africa (PTY) Ltd. has been postponed
at least until 2024.
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.
3.6 Risk factors
3.6.1 Risk management
The Group is exposed to a variety of risks connected with its current operations. The purpose of risk management is to
make sure that the Group takes risk in a conscious and controlled manner. Risk management policies are formulated
in order to identify and measure the risks taken and for regularly setting appropriate limits to limit the scale of exposure
to these risks.
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.
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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.
3.6.2 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 2022 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 harm its business and profitability;
• the Group may incur material financial losses from its market making model;
• the Group’s risk management policies and procedures may prove ineffective;
• the Group may experience disruptions to or corruption of its infrastructure necessary for the conduct of the
Group’s business;
• the Group’s business relies, to a great extent, on the Group’s ability to maintain its good reputation and the
general perception of the financial instruments;
• the Company may not be able to pay dividends in the future or pay lower dividends than provided in the
Group’s dividend policy;
• the Group may fail to implement its strategy;
• as a result of implementing its strategy relating to developing its operations in various regions of the world
may be exposed to various risks specific to these regions;
• the Group may experience difficulties in attracting new retail clients and maintain its active retail client base;
• the Group may be unable to effectively manage its growth;
• the Group is subject to counterparty credit risk;
• 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’s operations in certain regions are subject to increased risks associated with political instability and
the risks that are typical of the developing markets;
• the Group operates on a highly competitive market;
• 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;
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• 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;
• 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;
• 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.
3.6.3 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.
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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.
3.6.4 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.
3.6.5 Credit risk
Credit risk is mainly affected by the risks associated with maintaining cash both own and customers' 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
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.
3.6.6 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
customers’ funds are deposited.
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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.
3.6.7 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.
3.6.8 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
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.
3.6.9 Hedge accounting
XTB does not apply hedge accounting.
3.7 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
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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 37.3 and 38.3 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.
In 2022, the Company did not issue any securities.
3.8 Material off-balance sheet items
Nominal value of financial instruments (off-balance sheet items) as at 31 December 2022 and as at 31 December 2021
was presented in notes
34
and
35
, respectively to the consolidated and separate financial statements.
3.9 Financial forecasts
XTB S.A. did not publish any financial forecasts for 2022 (respectively consolidated and separate).
3.10 Dividend policy
The XTB dividend policy assumes recommendation by the Management Board to the General Meeting a dividend
payment in the amount taking into account the level of net profit presented in the standalone annual financial report
of the Company and a variety of factors relating to the Company, including prospects for further operations, future net
profits, demand for cash, financial situation, the level of capital adequacy ratios, expansion plans, legal requirements in
this area and PFSA guidelines. In particular, the Management Board, when submitting proposals for dividend payment,
will be guided by the need to ensure an appropriate level of the Company’s capital adequacy ratios and the capital
necessary for the development of the Group.
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 2022 amounted
to PLN 761 564 thousand. Taking into account the criteria set out by the Polish Financial Supervision Authority in the
position published on 6 December 2022, in particular with regard to the level of the total capital ratio and the BION
assessment, in 2023 it is possible to pay dividends by XTB in the maximum amount of up to 75% of the profit for 2022.
On December 30, 2022, the Company received a supervisory rating (BION) of 2 [2.56] from the Department of
Investment Firms of the Polish Financial Supervision Authority. The rating was assigned as of June 30, 2022. The rating
at level 2 means a low level of threat to the stability of the brokerage house and thus meets the criteria recommended
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by the Polish Financial Supervision Authority, which should allow the Company to pay dividends for 2022 in accordance
with this criterion.
The chart below presents the value of the total capital ratio (IFR) in 2022.
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 2022 the total capital ratio in the Company was 228,0%.
The table below contains information on the standalone net profit of the Company and the general amount of dividend
paid for the financial years indicated therein.
FOR THE YEAR ENDED (IN PLN’000)
31.12.2021
31.12.2020
Net profit of the Company
234 841
418 176
Dividend
176 075
210 117
Pursuant to the decision of the General Meeting of Shareholders of the Company, the net profit for 2021 in the amount
of PLN 234 841 thousand was partly allocated to the payment of a dividend in the amount of PLN 176 075 thousand,
the remaining part of the profit in the amount of PLN 58 766 thousand was transferred to reserve capital.
The value of the dividend per share paid for 2021 was PLN 1,50. The dividend was paid on May 16, 2022.
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4. Corporate Governance
4.1 Set of rules of corporate governance applied by XTB S.A.
Acting pursuant to § 70 section 6 point 5 in connection with § 72 section 4 of the Regulation on current and periodic
information (…), the Management Board of XTB S.A. provides a declaration on the application of corporate governance
principles in 2022.
Best Practice of WSE Listed Companies
In 2022, XTB S.A. complied with the corporate governance principles set out in the document "Code of Best Practice for
WSE Listed Companies 2021" adopted by the Stock Exchange Supervisory Board by Resolution No. 13/1834/2021 of
March 29, 2021. The current content is available on the website devoted to the principles of corporate governance of
companies listed on the WSE at: www.gpw.pl/dobre-praktyki.
On the website of XTB S.A., in the Investor Relations section, there is information on the company's application of the
recommendations and principles contained in the Code of Best Practice for WSE Listed Companies 2021.
In 2022, XTB S.A. complied with the principles set out in the Best Practice of WSE Listed Companies 2021 with the
exception of three rules: 2.1., 2.2. and 2.11.6.
Regarding the following specific rules:
“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 company'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.
Regarding the following specific rule:
“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 competences 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.
Regarding the following specific rule:
“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:
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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.
Principles of Corporate Governance of the PFSA
On July 22, 2014 the Polish Financial Supervision Authority issued the Principles of Corporate Governance for Supervised
Institutions.
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.
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.
The Company applies the Corporate Governance Rules of the Polish Financial Supervision Authority to the extent to
which they define the rules of functioning of brokerage houses and are consistent with the generally applicable
provisions.
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.
4.2 Equity
As at December 31, 2022 and as at the date of submitting this annual report, the share capital of XTB S.A. consisted of
117 383 635 A-series ordinary shares. Nominal value of each XTB S.A. share is PLN 0,05.
4.3 Shares on the stock exchange
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.
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XTB’s share price
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.
The maximum price of XTB shares in 2022 was PLN 32,08 on December 21, 2022 (according to the closing prices). The
price low of PLN 14,20 was marked on February 24, 2022.
4.4 Shareholding structure
4.4.1 Shareholding structure at the end of the reporting period
To the best knowledge of the Management Board of the Company as at 31 December 2022, 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
XXZW Investment Group S.A.
1
78 629 794
3 932
66,99%
Other shareholders
38 753 841
1 937
33,01%
Total
117 383 635
5 869
100%
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.
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The shareholding structure as at 31 December 2022 is presented in the following chart:
4.4.2 Changes in the shareholding structure after the balance sheet date
To the best knowledge of the Management Board of the Company as at the date of publishing this periodic report, 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 did not change compared to the status as at 31 December 2022.
4.5 Acquisition of own shares
In the financial year 2022, the Company and its subsidiaries did not acquire the shares of XTB S.A.
4.6 Holders of securities with special control rights
In the 2022 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.
4.7 Restrictions on exercising the voting right
In the 2022 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.
4.8 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.
4.9 Agreements as a result of which changes may occur in the future in the
proportions of shares held by the current shareholders
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.
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4.10 Management Board
The governing body of the Company is the Management Board.
4.10.1 Composition, changes and election of the Management Board
The rules for appointing and dismissing Management Board members and their rights are specified in the Company's
Articles of Association. Pursuant to the Articles of Association of the XTB, the composition of the Management Board
may include from three to six members, including the President of the Management Board and two Vice Presidents of
the Management Board.
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
• a good opinion in connection with the positions held thereby.
Articles of Association of the Company is available on the Company's website ir.xtb.com in the Investor Relations
section.
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..
As at 31 December 2022 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.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 120
The main information on the education, qualifications and previously held positions of the members of the
Management Board are presented below:
Omar Arnaout
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.
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.
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.
XTB S.A. Group
Annual report for 2022
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www.xtb.com 121
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.
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.
In the reporting period and until the date of submission of this report, there were no changes in the composition of the
Management Board.
4.10.2 Powers of the Management Boards
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.
All members of the Management Board are obliged and authorized to jointly conduct the Company’s affairs.
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,
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 122
• 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.
4.10.3 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.
4.10.4 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)
Paweł Szejko
Board Member
4 000
200
Jakub Kubacki
Board Member
2 400
120
In 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 May 9, 2022 Paweł Szejko acquired a total of 3 300 shares of the Company;
• on June 28, 2022, Paweł Szejko acquired a total of 700 shares of the Company;
• on July 1, 2022, Jakub Kubacki acquired a total of 2 400 shares of the Company.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 123
Other managing persons and the supervising persons did not have any shares or rights to the Company's shares as at
the end of the reporting period and as at the date of submitting this report.
4.10.5 Positions held by the Management Board Members of the issuer in the
Group companies
The following table provides information on the functions carried out by members of the Management Board of the
parent company in the authorities of subsidiaries:
NAME AND SURNAME
COMPANY
FUNCTION
Paweł Szejko
Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş.
(formerly: X Trade Brokers Menkul Değerler A.Ş.)
Board Member
Omar Arnaout*
Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş.
(formerly: X Trade Brokers Menkul Değerler A.Ş.)
Board Member
Omar Arnaout
XTB Mena Limited
Board Member
Jakub Kubacki
XTB Mena Limited
Board Member
Andrzej Przybylski
XTB Limited, Great Britain
Executive Director of SMF3
Andrzej Przybylski
XTB Mena Limited
Senior Manager
* Omar Arnaout has been Chairman of the Management Board of Tasfiye Halinde XTB Yönetim Danışmanlığı A.Ş. (former: X-Trade Brokers Menkul Değerler from
17 February 2017.
Members of the Management Board of the parent company did not receive in 2022 and 2021 remuneration for
performing functions in the bodies of subsidiaries. On 15 September 2020, the liquidation process of the company in
Turkey began.
4.11 Supervisory Board
Supervisory Board shall supervise the operations of the Company in all areas of its operations.
4.11.1 Composition, changes and election of the members of the Supervisory
Board
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.
Composition and election if the Supervisory Boards
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, who is the
Chairman of the Supervisory Board, by way of a written representation on the appointment or dismissal of the
chairman of the Supervisory Board submitted to the Company; the above right which, within the meaning of
Article 385 §2 of the Commercial Companies Code is classified as an “other method of appointment” of
a member of the Supervisory Board, will be enjoyed by Jakub Zabłocki until such time that, through entities
personally controlled thereby, 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 overall 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.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 124
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.
As at 31 December 2022 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
Member 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
The main information on the education, qualifications and previously held positions of the members of the Supervisory
Board are presented below:
Jan Byrski,
Chairman of the
Supervisory
Board
Jan Byrski specializes in financial innovation law (FinTech), including in the payment and
banking market and insurance, in the aspects of legal protection of information (personal data,
professional secrets, business secrets), IT and TMT as well as conducting proceedings before
the President of the National Bank of Poland, the President of the Polish Financial Supervision
Authority and the President of the Personal Data Protection Office and cases before
administrative courts. He advises companies and financial institutions from the Polish and
international markets. Jan Byrski is a legal expert of the Polish Chamber of Insurance and the
Foundation for the Development of Cashless Transactions. Member of the IAPP (International
Association of Privacy Professionals) and the SABI-IOD (Data Protection Officer Association,
Poland) and Vice-President of the FinTech Committee of the Polish Chamber of Information
Technology and Telecommunications (PIIT). He is a member of working parties at the PFSA
Office on the development of financial innovation (FinTech) and MC working groups, including
distributed registers and blockchain. He takes part in parliamentary work on the adaptation of
Polish law to PSD 2, interchange fee regulation (IF Reg), the GDPR, and numerous amendments
to the Act on the Protection of Personal Data and the Act on Payment Services. He is a speaker
at conferences, seminars and training courses in Poland and elsewhere, and a member of the
Consultative Council of the IT in Administration monthly.
He is the author and co-author of numerous academic and popular-science publications,
including the monograph ,,Tajemnica prawnie chroniona w działalności bankowej” (Legally-
Protected Secret in Banking Operations) (C.H. Beck 2010), which earned him the top award in
the Scientiae Legis Excellentia contest for the best PhD dissertation on economic law organized
by the National Bank of Poland, as well as the habilitation dissertation “Outsourcing in the
Activities of Payment Service Providers” (C.H. Beck 2018). He has also received individual
recommendations in the Chambers & Partners Europe 2020 and 2021 Banking & Finance
ranking, Regulatory Poland, FinTech Legal Poland 2020 and 2021, The Legal 500 EMEA 2020 and
2021 in the category Data privacy and data protection.
He is a professor in Economic Law of the Faculty of Finance at the Cracow University of
Economics. He is a graduate of the Faculty of Law and Administration of the Jagiellonian
University, and attended the School of German Law of the Jagiellonian University, University of
Heidelberg, and the University of Mainz, and the School of Austrian Law of the Jagiellonian
University and the University of Vienna. He studied at Ruhr-Universität Bochum on
a scholarship awarded by the Foundation for Polish-German Cooperation. He has been on
scholarships at the Ernst-Moritz-Arndt Universität Greifswald, Johann Gutenberg Universität
Mainz, and Max-Planck-Institut für Immaterialgüter-und Wettbewerbsrecht.
A member of the Supervisory Board meets the independence criteria specified in § 20
paragraph 2 of the Articles of Association.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 125
Jakub
Leonkiewicz,
Member 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,
Member of the
Supervisory
Board
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
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,
Member of the
Supervisory
Board
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.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 126
Member of the Supervisory Board satisfies the independence criteria provided for in § 20,
section 2 of the Articles of Association
In 2022, members of the Company's Supervisory Board devoted an appropriate amount of time to performing their
duties. In 2022, the Supervisory Board held nine meetings. In 2022, 60 resolutions were adopted at the meetings of the
Supervisory Board and by circulation. The average attendance was 97,8%.
In the reporting period and until the date of submitting this report, there were no changes in the composition of the
Supervisory Board.
4.11.2 Powers of the Supervisory Board
The Supervisory Board shall exercise permanent supervision over the operations of the Company in all areas of such
operations.
Apart from the matters reserved for the competence of the Supervisory Board by the Code of Commercial Companies,
the Supervisory Board shall be responsible, in particular, for:
• evaluation and review of the financial statements for the last financial year and evaluation of the report of the
Management Board on the activities of the Company for the last financial year, in terms of their compliance
with accounting books and documents, as well as the actual state of affairs, and review of the distribution of
profits or covering the losses proposed by the Management Board;
• submitting to the General Meeting of the annual written report on the results of the review and evaluation
referred to in point above;
• suspending members of the Management Board in their activities, for material reasons;
• determining conditions of remuneration and employment of members of the Management Board;
• appointing committees referred to in §18 of the Regulations of the Supervisory Board;
• granting consent to the payment of interim dividends;
• approving annual budgets, including the budget of the Company, the budgets of the Subsidiaries, and the
consolidated budget of the capital group of the Company;
• appointing an independent external auditor for the Company and the Subsidiaries;
• granting consent to the provision of sureties, guarantees or other forms of collateral for third-party liabilities,
excluding any events which are directly and closely related to the operations of the Company, which shall be
understood as any activities directly related to the current brokerage activities performed by the Company and
the Subsidiaries, and in particular those related to trading in foreign exchange contracts, contracts for
difference and any other instruments in the OTC market, including any marketing activities (the “Operations of
the Company”);
• granting consent to establishment of pledges, mortgages, assignments by way of security, and any other
encumbrances on the assets of the Company or the Subsidiaries, not provided for in the budget;
• granting consent to the acquisition, subscription or disposal by the Company or any of the Subsidiaries any
shares or stocks in other companies, or any assets or organised part of the enterprise of another company or
other companies, or to mergers with (or demergers from) other companies or enterprises by the Company or
any of the Subsidiaries, excluding any agreements concluded within the framework of Operations of the
Company, if such acquisition, subscription or disposal does not exceed 5% of the share capital of such other
company;
• granting consent to the sale, encumbrance, leasing or any other disposal of the real estate of the Company or
any of its Subsidiaries, not provided for in the budget approved by the Supervisory Board;
• granting consent to the conclusion of agreements between the Company or any of its subsidiaries and the
members of the Managements Board, the Supervisory Board or shareholders of the Company, or any related
party, with any member of the Management Board, the Supervisory Board or any shareholder of the Company,
excluding any agreements concluded within the framework of Operations of the Company;
• expressing an opinion on changes to the investment policy of the Company, if any such change would result in
the increase, by more than 50%, of the maximum exposure of the Company to market risk, unless the revenues
of the Company, as planned in the budget approved by the Supervisory Board, were to increase by more than
50%, and in this case, such an opinion of the Supervisory Board shall be required if the percentage of the
increase in the exposure exceeds the percentage of the increase in the revenues, as planned in the budget;
• granting members of the Management Board consent for competitive interests, within the meaning of article
380 of the Code of Commercial Companies;
XTB S.A. Group
Annual report for 2022
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www.xtb.com 127
• granting consent to the disposal by the Company of any right or incurring a liability with a value exceeding EUR
1 000 000 (one million), if any such disposal or liability has not been provided for in the budget approved by
the Supervisory Board, including any disposal or liability related to repeated or continuous benefits/services, if
the value of benefits arising therefrom exceeds EUR 1 000 000 (one million) per annum. In the event that the
total value of all such disposals and liabilities made or incurred by the Company, and not provided for, or
exceeding the value provided for, in the budget of the Company, exceeds in the calendar year the amount of
EUR 3 000 000 (three million), the Management Board shall be required to request the Supervisory Board for
its approval of any disposal of right or liability to be incurred which has not been provided for in the budget of
the Company, regardless of the value thereof,
• granting consent to members of the Management Board to take office in the management or supervisory
boards of companies from outside the capital group of the Company;
• granting consent to the appointment and dismissal of persons in charge of the internal audit and compliance
departments of the Company,
• review and expressing opinion on matters to be discussed and put to a vote at the General Meeting.
4.11.3 The operation of the Supervisory Board
The Chairman of the Supervisory Board manages the work of the Supervisory Board and represents the Supervisory
Board before other authorities of the Company. In the case of the absence of the chairman of the Supervisory Board
or a vacancy in such position, the above-mentioned rights of the chairman of the Supervisory Board should be exercised
by a member of the Supervisory Board authorised thereby to exercise such rights, and if no such authorisation has
been granted, by the eldest member of the Supervisory Board.
The Chairman of the Supervisory Board or a member of the Supervisory Board authorised thereby convenes the
meetings of the Supervisory Board and chairs such meetings, and if the chairman of the Supervisory Board has not
granted the relevant authorisation, the right to convene and chair the meetings is enjoyed by the eldest member of the
Supervisory Board. A meeting of the Supervisory Board may also be convened by two members of the Supervisory
Board acting jointly.
The Management Board or a member of the Supervisory Board may demand that a meeting of the Supervisory Board
be convened by presenting the proposed agenda. Such meeting of the Supervisory Board should be convened for a
date falling no later than the 14th day from the date of submitting the request, provided that, if reasonable
circumstances exist preventing the presence of at least half of the members of the Supervisory Board at the meeting
within the above mentioned deadline, the meeting of the Supervisory Board may be convened not later than within
30 days from the date of filing the application.
Resolutions of the Supervisory Board may also be adopted in writing by circulating the resolution or by using 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 and delivering it through another member of the Supervisory Board. Such method of voting may
only be used when voting on matters already on the agenda of a meeting of the Supervisory Board.
The detailed procedure for the operation of the Supervisory Board and the organisation thereof is set out in the
Regulations of the Supervisory Board.
Resolutions of the Supervisory Board will be valid if all of the members of the Supervisory Board have been invited to
and at least half are present at a Supervisory Board meeting, including the chairman or a deputy chairman of the
Supervisory Board.
The Supervisory Board resolutions are passed by a simple majority. In case of equal number of votes, the vote of the
Chairman of the Supervisory Board decides.
4.11.4 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.
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4.11.5 Positions held by the Supervisory Board Members of the Issuer in the
Group companies
Members of the Supervisory Board of the Parent Company did not hold in the reporting period at the same time
functions in the bodies of subsidiaries.
4.11.6 Committees of the Supervisory Board
The following committees operate within the Supervisory Board:
• Audit Committee;
• Remuneration Committee;
• Risk Management Committee;
• Nomination Committee (until August 16, 2022).
The duties of the Remuneration Committee, Risk Committee and Nomination Committee are performed by all of the
members of the Supervisory Board collectively pursuant to a resolution adopted thereby. From the date of 13 October
2017 the Audit Committee functions as a separate committee, before that date, the duties of the Audit Committee are
performed by all of the members of the Supervisory Board.
The Supervisory Board may also appoint other committees. The detailed duties and procedures for the appointment
and operation of the committees are provided for in the Regulations of the Supervisory Board.
On August 16, 2022 the Supervisory Board passed a resolution to dissolve the Nomination Committee, which has
functioned within it until now.
Audit Committee
In the period from January 1, 2022 to December 31, 2022, the Audit Committee was composed of the following
composition:
− Grzegorz Grabowicz – Chairman of the Audit Committee;
− Jakub Leonkiewicz – Member of the Audit Committee;
− Bartosz Zabłocki – Member of the Audit Committee.
Basic assignments taken by the Audit Committee:
• monitoring the financial reporting process;
• monitoring Company’s SLC systems, SIC systems, SIA systems including SRM;
• monitoring the performance of financial audit activities, particularly an audit performed by an audit firm,
taking into account any conclusions and findings of an inspection carried out at the audit firm;
• checking and monitoring the independence of the statutory auditor of permitted non-audit services;
• presenting to the Supervisory Board offers of audit firms and recommending the selection of a company to
conduct audits of financial statements;
• informing the Supervisory Board on the results of the audit and explaining in what way the audit contributed
to the honesty of the financial reporting process in the Company, as well as what was the role of the audit
committee in the audit process;
• monitoring the independence of the statutory auditor and granting consent for performance of services
permitted by him other than financial audits;
• establishing an audit firm selection policy and regularly reviewing this documents;
• establishing the policy for conducting permitted non-audit services by an audit firm carrying out the statutory
audit, entities related to this audit firm and any member of the network to which the audit firm and regularly
reviewing this documents;
• establishing the procedure of an audit firm selection and regularly reviewing this documents;
• presenting the recommendation regarding selection of the certified auditors or audit firms to the Supervisory
Board;
• providing recommendations to ensure reliability of the public-interest entity’s financial reporting process;
• adoption of the report on the activities of the Audit Committee for the previous year.
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Regarding XTB Audit Committee:
• members who meet the independence criteria:
In 2022 in the members of the Audit Committee fulfilled the criteria of independence specified in article 129
item 3 of the Act of 11 May 2017 in auditors, audit firms and public supervision:
− Grzegorz Grabowicz –Chairman of the Audit Committee;
− Jakub Leonkiewicz –Member of Audit Committee.
• members with knowledge and skills in the field of accounting or auditing of financial statements, with
an indication of how to acquire them
The persons listed below, who are members of the Audit Committee, acquired as a result of the described
education and professional experience knowledge and skills in the field of accounting or auditing of financial
statements:
− Grzegorz Grabowicz 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 1998. 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. Over the period has worked in the Audit Department at Deloitte, in 2003 he was
a financial controller at BFF Polska S.A. (formerly Magellan S.A.), in the years 2004 - 2017 he was the financial
director at BFF Polska S.A.;
− 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. He gained his professional experience in Roland Berger Strategy
Consultants in Germany and also in J.P. Morgan;
− Bartosz Zabłocki graduated from the Faculty of Law and Administration at the University of Łódź. From 2005
to June 2022 he was a partner in the Law Firm of P. Grzelka & Wspólnicy sp. k. Since 2006, Bartosz Zabłocki
also runs his own business: "Globetroter Bartosz Zabłocki". Since March 2021, he has been a Member of
the Management Board of Kamienica sp. z o.o. He has been a member of the Company's Supervisory Board
for over 6 years.
• members with knowledge and skills in the industry in which the issuer operates, with an indication of
how to acquire them
− Jakub Leonkiewicz – for over 6 years he has been a member of the Supervisory Board of XTB, which allowed
him to learn in detail about the financial industry and the specification of brokerage activities on the stock
market and the OTC market (currency derivatives, commodities, indices, stocks and bonds) operated by
XTB. Additionally, in 2001-2002 he worked for Roland Berger Strategy Consultants in Germany. In the years
2002-2015 he was related with J.P. Morgan - first as an analyst in the M&A team in London, and from 2012
as director of J.P. Morgan in Warsaw, where he was responsible for the practice of J.P. Morgan on Poland
and the Baltic countries. Currently, he is a partner in the private equity fund Avia Capital;
− Bartosz Zabłocki – for over 6 years he has been a member of the Supervisory Board of XTB, which allowed
him to acquire relevant knowledge in the industry. From 2005 to June 2022, he was a partner in the Law
Office of P. Grzelka & Wspólnicy sp. k.
• information on providing services by audit firm examining financial statement permitted non-audit
services and on conducted assessment of independency of audit firm and expressed consent for
providing these services
In 2022, the auditing company PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością
Audyt sp.k. performed the following permitted non-audit services:
− review of the condensed interim financial statements and the condensed interim consolidated financial
statements for the period from January 1, 2022 to June 30, 2022;
− review of the process of storing the assets of the Company's clients as at December 31, 2022;
− assurance service for compliance with the applicable requirements of the remuneration report prepared
by the Supervisory Board of the Company for the year ended December 31, 2022.
The above services were performed on the basis of the consent of the Supervisory Board after prior
familiarization with the recommendation of the Audit Committee of May 4, 2021.
The Audit Committee approved the employment of an auditing company (i.e. PricewaterhouseCoopers Polska
spółka z ograniczoną odpowiedzialnością Audyt sp.k.) to perform the above-mentioned permitted non-audit
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services. Prior to submitting relevant recommendations to the Audit Committee, the independence of the
auditor's services in the process of auditing statements was positively verified.
• the main assumptions of the developed policy of selecting an audit firm to conduct the audit and the
policy for the provision of permitted non-audit services by the audit firm conducting the audit, entities
related to this audit firm and by a member of this audit firm's network
On 13 October 2017 Supervisory Board approved:
− Procedure of selecting an audit firm;
− Policy of selecting an audit firm;
− Policy for the provision of permitted non-audit services by the audit firm.
Procedure for selection an audit firm:
The purpose of the Procedure is to describe the process of selecting an audit firm. This procedure contains the
following elements:
− offer inquiry;
− evaluation of offers;
− selection of the offer;
− conclusion of the agreement or repeated selecting.
Policy for selection of audit firm:
The purpose of the Policy is to define rules and criteria for selection of audit firm, which will conduct audit in
the Company. It describes:
− selection criteria for entities authorized to conduct the audit;
− evaluation criteria of offers received;
− criteria for the independence assessment carried out by the Audit Committee;
− rules for submitting and selecting offers.
Criteria for selecting an audit firm included 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 Management Board of the Company is entitled to submit inquiries to audit firms other than those listed
in point 1, provided that they are reputable international audit companies.
3. In order to ensure the independence of the statutory auditor and the audit firm, the selection of the audit
firm is made taking into account the rotation rules of the audit firm and the key statutory auditor resulting
from the Act. on statutory auditors and Regulation (EU) No 537/2014 of the European Parliament and of the
Council of 16 April 2014 on detailed requirements for statutory audits of financial statements of public-
interest entities, repealing Commission Decision 2005/909 / EC, in particular:
a) the maximum uninterrupted duration of statutory audit engagements referred to in Art. 17 sec. 1,
second paragraph of the Regulation, carried out by the same audit firm or a related audit firm with
this audit firm or any member of the network operating in the European Union countries to which
these audit firms belong, may not exceed 10 years;
b) the key statutory auditor may not conduct the statutory audit in the Company for a period longer than
5 years;
c) the key statutory auditor may re-conduct the statutory audit in the Company after at least 3 years from
the end of the last statutory audit.
4. No inquiries are sent to the audit company that has carried out the Research for the previous 10 financial
years.
5. Re-sending the inquiry to the audit company referred to in item 3 may take place after 4 years from the end
of the last Research carried out by this company.
Policy for the provision of permitted non-audit services by the audit firm:
The purpose of the Policy is to define general principles on which the audit firm conducting audit may provide
services to the Company or entities affiliated with the Company. The policy includes a catalogue of the
permitted services.
• recommendation regarding the selection of an audit firm to conduct the audit
In 2021, the Supervisory Board of the Company selected the auditing company PricewaterhouseCoopers
Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. to audit the Company's financial statements for
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the years 2021-2023, i.e. conducting reviews of the separate and consolidated interim financial statements of
the Company for the six-month period ended June 30, 2021; June 30, 2022; June 30, 2023 and audits of the
Company's annual separate and consolidated financial statements for the end of the year December 31, 2021;
December 31, 2022; December 31, 2023. The selection of a new entity authorized to audit financial statements
was carried out on the basis of the Company's Audit Firm Selection Policy and the Audit Firm Selection
Procedure for the Audit of XTB Financial Statements. The essence of the procedure in question was the Audit
Committee's analysis of the collected offers in terms of the requirements under the Act on Experts and the
criteria and guidelines set out in the above-mentioned Policy. As a result of analysing and comparing the offers,
the Audit Committee recommended two audit companies to the Supervisory Board, at the same time
indicating the offer of PricewaterhouseCoopers Polska Sp. z o.o. Audyt sp.k. as preferred.
Having read the recommendation, the Supervisory Board selected an entity preferred by the Audit Committee.
• number of meetings of the Audit Committee or meetings of the Supervisory Board or other supervisory
or controlling body dedicated to performing the duties of the Audit Committee
In 2022, 10 meetings of the Company's Audit Committee were held.
Remuneration Committee
The function of the Compensation Committee in the Company is performed by the entire Supervisory Board. The tasks
of the Compensation Committee include:
• expressing opinion on the variable remuneration components policy, including the amount of remuneration
and the components of remuneration;
• expressing opinion on performing the variable remuneration components policy;
• expressing opinion on the Remuneration Policy for Members of the Management Board and Members of the
Supervisory Board;
• expressing opinion on and monitoring of payment of the remuneration variable components to the persons
holding managerial positions responsible for risk management, internal audit and compliance of the brokerage
house’s activity with law;
• determining list of the persons holding managerial positions in the Company, and;
• approving the planned amount of remuneration and the components of remunerations of the persons holding
managerial positions.
In 2022, 5 meetings of the Remuneration Committee were held.
Risk Management Committee
The function of the Risk Management Committee is performed by the entire Supervisory Board in the Company. The
main tasks include:
• developing a draft document regarding the risk appetite of a brokerage house;
• expressing opinions on the strategy of a brokerage house developed by the Management Board in the scope
of risk management;
• supporting the Supervisory Board in monitoring the implementation of the brokerage house strategy in terms
of risk management by the Management Board;
• verification of the remuneration policy and the rules of its implementation in terms of adjusting the
remuneration system to the risk to which the brokerage house is exposed, its capital, liquidity and probabilities
and dates of obtaining income.
• discussing and approving the Declaration of the Acceptable Level of Risk;
• discussing and approving the ICAAP report.
In 2022, the 1st meeting of the Nominations Committee was held.
Nomination Committee
The function of the Nominating Committee functioning until 16 August 2022 was performed by the entire Supervisory
Board. Its main tasks included:
• recommending candidates for the management board of the brokerage house, taking into account the
necessary knowledge and skills as well as the experience of the management board as a whole, necessary to
manage the brokerage house, and taking into account diversity in the composition of the management board
of the brokerage house;
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• defining the scope of duties for the candidate to the management board of a brokerage house, knowledge
and skills requirements and anticipated commitment in terms of time spent, that is necessary to perform the
function;
• conducting periodic reviews, at least once a year, of the knowledge, skills and experience of the board as
a whole and individual board members and informing the management board about the results of this
assessment;
• periodically reviewing management's policy regarding the selection and appointment of persons holding
management positions and presenting recommendations to the management board in this regard.
• accepting individual and collegial assessment of the suitability of bodies.
In 2022, one meeting of the Nomination Committee was held.
Due to amendments to the Law on Trading in Financial Instruments and the repeal of the provision requiring the
appointment of a Nomination Committee at a brokerage house and also the revocation of the Regulation of the Minister
of Finance dated May 7, 2018 on the detailed scope of tasks of the Nomination Committee at brokerage houses, on
August 16, 2022. The Company's Supervisory Board decided to dissolve the Nomination Committee.
4.11.7 The control system for employee share schemes
XTB does not operate employee share program.
4.12 General Meeting of Shareholders
The operation of the General Meeting of the Company and its powers are contained in the Articles of Association and
the Regulations of the General Meeting of XTB S.A. with its registered office in Warsaw, which is available on the
Company's website under ir.xtb.com in Corporate Governance section.
4.12.1 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
Company’s shareholders submitting such request to convene an extraordinary General Meeting. In such case, the
chairman of the General Meeting is appointed by the court.
4.12.2 Powers of General Meetings
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,
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• 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.
4.12.3 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.
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
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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.
Pre-emption 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.
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.
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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
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.
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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
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.
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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.
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.
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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;
• 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.
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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.
4.13 Change of the Articles of Association of the Company
Change of the Articles of Association of the Company in accordance with the provisions of the Commercial Companies
Code, is within the competence of the General Meeting. The resolution concerning amendments to the Statute is
adopted by a majority of three-quarters of votes.
Resolution on amendments to the statute, increasing the benefits of shareholders or limiting the rights granted
personally to individual shareholders in accordance with art. 354 Commercial Companies Code, requires the consent
of all shareholders concerned.
4.14 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
statements of the Parent Company and the Group are approved prior to publication by the Management Board of the
Parent Company.
4.15 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.
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4.15.1 Remuneration of the Management Board members
The remuneration of Board members is determined adequate to their function and to the scale of operations of the
company. The total remuneration consists of the following:
• fixed remuneration – flat-rate monthly basic salary (for a calendar month);
• variable remuneration– supplementary remuneration for a given financial year depending on the level of
achievements of management objectives. The employment contracts with the members of the Management
Board concludes the amount and the components of remuneration, also provide the opportunity to receive
additional commissions or annual bonus granted in the amount and under the conditions specified separately.
According to the adopted Variable Remuneration Policy, employees holding key management positions may
receive variable remuneration, paid in cash and in the form of a financial instrument.
The key parameters for determining the variable remuneration components are described in the Variable
Remuneration Component Policy at XTB S.A. of February 17, 2022. In addition, the rules regarding variable
remuneration components are regulated in the Remuneration Policy for Members of the Management Board
and Members of the Supervisory Board of February 16, 2022, approved on April 25, 2022 by the Ordinary
General Meeting of the Company ("Remuneration Policy").
The assumptions of implementation of the Variable Remuneration Policy are determined by the Supervisory
Board, acting as the Remuneration Committee, with the approval of the budget of the brokerage house for
a given financial year.
The Supervisory Board, after verification of the fulfilment of the criteria and justification for obtaining the
Variable Component of Remuneration may approve granting of a premium in derivatives based on the value
of XTB shares, for the realization of plans for the year.
The bonus is determined by the Supervisory Board in the form of a resolution on the terms specified in the
Policy of Variable Remuneration Components. The bonus must meet the following conditions:
o take into account the company's results for the period in which the person holds a position, but not longer
than for the last 3 financial years;
o should consider the way of performance of the tasks assigned to a person holding a managerial position
based on internal organizational rules of the company and on the basis of regulations of organizational
units directed by that person for the period in which the person holds a managerial position, but not
longer than for the previous 3 years.
The employment contracts of the members of the management board do not provide for severance pay in case of
termination.
Due to the fact that the members of the management board were concluded non-competition agreements, in respect
of compliance with this prohibition on competition after termination of employment of board members, they shall be
entitled to compensation, the amount of which was determined as follows:
• Member of Management Board – Mr Paweł Szejko is entitled to compensation amounting to 50% of gross salary
received by the employee before the termination of employment for a period corresponding to the non-
competition, payable in 12 monthly instalments.
The tables below presents the remuneration received by each member of the Management Board in 2022 and 2021.
Fixed remuneration, which consists of: gross base salary, pension scheme (PPK), additional non-cash benefits and
variable remuneration. In 2022 and in 2021, members of the Management Board of the Company received
remuneration based on employment contracts.
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Fixed remuneration
NAME AND SURNAME
FIXED REMUNERATION RECEIVED FROM
THE COMPANY IN THE YEAR:
(IN PLN’000)
2022
2021
Omar Arnaout
986
745
Filip Kaczmarzyk
689
501
Paweł Szejko
497
398
Jakub Kubacki
450
372
Andrzej Przybylski
435
363
Variable remuneration
IMIE I NAZWISKO
VARIABLE REMUNERATION RECEIVED
FROM THE COMPANY IN THE YEAR: (IN
PLN’000)
1
2022
2021
Omar Arnaout
1 200
462
Filip Kaczmarzyk
840
323
Paweł Szejko
600
231
Jakub Kubacki
440
166
Andrzej Przybylski
220
180
1
) At least 40% of the variable remuneration component paid out in the form of a financial instrument is settled and paid over a period of three to five years, with
this period being determined taking into account the business cycle, the nature and risk of the obligations of that person. In case, the total remuneration of
that person in the previous financial year exceeds the PLN equivalent of EUR 1.000.000 of the average published by the National Bank of Poland in force on the
last day of the previous year, the above applies to 60% of the variable remuneration components.
Non-wage benefits enjoyed by individual members of the management board and key managers include health
benefits, vacation benefits, provision of recreation and sports, and Christmas vouchers. In addition, in the reporting
period board members – Filip Kaczmarzyk, Jakub Kubacki were provided with a company car.
4.15.2 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 2022, 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.
4.15.3 Remuneration of the Supervisory Board members
The table below presents the remuneration received by the members of the Supervisory Board of the Company. The
total remuneration includes gross salaries and contributions to social security paid for by the employer. In 2022 and
2021 the members of the Company’s Supervisory Board received remuneration on the basis of their appointment.
XTB S.A. Group
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NAME AND SURNAME
FIXED REMUNERATION RECEIVED FROM
THE COMPANY IN THE YEAR:
(IN PLN’000)
2022
2021
Jan Byrski
1
58
5
Jakub Leonkiewicz
49
46
Łukasz Baszczyński
49
44
Jarosław Jasik
2
-
40
Bartosz Zabłocki
49
44
Grzegorz Grabowicz
49
44
1
) Jan Byrski appointed as the Chairman of the Supervisory Board for the joint term of office of the Supervisory Board from November 22, 2021 to the end of
November 19, 2024.
2
) Jarosław Jasik was as a Member of the Supervisory Board until November 10, 2021.
4.15.4 Information on liabilities arising from pensions and similar benefits
for former members of management, supervisory and administrative
bodies
As at 31 December 2022 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
4.15.5 Changes in the remuneration policy
On April 25, 2022 the Ordinary General Meeting of the Company adopted the updated Remuneration Policy for
Members of the Management Board and Members of the Supervisory Board. There were no changes from the date of
adoption of the Remuneration Policy to the balance sheet date.
On February 17, 2022, the Management Board and the Supervisory Board adopted the updated Policy of Variable
Remuneration Components at XTB S.A.
4.15.6 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
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.
4.15.7 Sponsorship, charity and similar activities
XTB makes every effort to ensure that the actions taken strengthen the organization in the area of social responsibility,
taking into account environmental and climate protection, and consciously and effectively manages natural resources.
For this purpose, in the fourth quarter of 2021, the ESG Strategy of the XTB Capital Group was adopted, under which
XTB S.A. Group
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the Company emphasizes the implementation of commitments in the area of the environment and sustainable
development.
All activities in the area of social responsibility are carried out by the XTB Capital Group and the one established in
December 2020, the XTB Foundation.
The company strengthens the education of XTB employees in the field of environmental protection and health
protection. For this purpose, an environmental education program has been developed and the solutions contained
therein are systematically implemented, as well as meetings with specialists in the field of prophylaxis and health
protection are organized.
Activities in the area of charity and sponsorship are constantly being strengthened. In 2022, activities in this area were
largely focused on helping in connection with the outbreak of war in Ukraine. To this end, the Company supported two
charity organizations in the total amount of PLN 1 million and conducted a number of activities aimed at helping
refugees.
In addition, the Company provides charity support in response to the current situation of people in need.
Sports activities of XTB employees are also supported, including in the area of the football team playing tournaments
in the business league, or the XTB Running Team taking part in marathons, half-marathons and other runs.
4.15.8 Description of diversity policy
XTB S.A follows a policy of diversity and a policy of equal treatment for all the Company’s employees, its authorities and
key managers, because of its firm belief that diversity, as a fundamental value of contemporary society, has a significant
impact on the development, competitiveness and innovation of our organization.
The pursuit of a policy of diversity can be seen, among other things, in hiring employees of different gender, age,
educational background, qualifications, professional experience, nationality, ethnic background, religion,
denomination, nondenominational character, political views, state of health, psychosexual orientation, family status,
lifestyle, place of residence, form, scope and basis of employment, ensuring respect, tolerance and equal treatment in
the workplace for all employees, as well as creating a work environment conducive to making the most of the above
differences for the good of the organization.
The policy of diversity pursued at XTB S.A is aimed at exploiting the potential of our employees, their skills, talents,
passions, knowledge and qualifications to the full.
XTB creates an organizational culture focused on achieving the Company’s objectives by building in-house teams which
vary in terms of gender, age and qualifications, which makes it possible to resolve problems in a more effective manner,
leads to a better working environment, boosts the creativity of project teams, and enables effective knowledge sharing.
In the implementation of one of the important aspects of the policy of diversity, the Company offers internships and
traineeships to university students and graduates with various job profiles and gives them the opportunity to pursue a
career within our organization.
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
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
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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.
5. Other information
5.1 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.
On June 10, 2021, an annex to the contract of January 25, 2019 was concluded between XTB and PWC regarding:
• 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.
Additionally, on March 2, 2022, an annex was signed to the agreement of January 25, 2019 for:
• verification of marking the annual consolidated financial statements for the financial period from January 1,
2021 to December 31, 2021 with XBRL tags in accordance with the ESEF regulation.
On March 2, 2022, an annex to the agreement of February 16, 2021 was signed for:
• performance of an assurance service and preparation of an independent auditor's report including an
assessment of compliance with the requirements for the safekeeping of the Company's clients' assets in the
annual period ended December 31, 2021, December 31, 2022 and December 31, 2023;
• Performing all procedures related to the remuneration report for the years ended December 31, 2021,
December 31, 2022 and December 31, 2023;
On February 27, 2023, an annex was signed to the agreement of January 25, 2019 on:
• change in the amount of remuneration for services for the financial year from January 1, 2022 to December
31, 2022 and from January 1, 2023 to December 31, 2023.
In the previous years, the company used advisory services provided by other entities of the PwC network, mainly in the
field of tax consultancy. In the opinion of the Company, the services provided do not affect the assurance of the required
level of impartiality and independence of the auditor.
The total amount of remuneration paid or due 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 31 and 30, respectively, to the separate and consolidated financial
statements.
XTB S.A. Group
Annual report for 2022
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5.2 The information on the significant court proceedings, arbitration authority or
public administration authority
As at December 31, 2022 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 were 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 17,8 million, which consists of four proceedings on employee
claims, with a value of approximately PLN 1,2 million, eight suits brought by clients with the total value of PLN 9 million
and moreover, one proceeding brought by ESBANK Bank Spółdzielczy regarding the alleged failure to apply financial
security measures by the Company. Below are presented the most significant, in the Company’s view:
• 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. In previous reports the Company informed that there was a possibility
of filing a suit by one of the Company’s clients who accused the Company of improper execution of the agreement
concluded with Company for provision of services consisting in the execution of orders to buy or sell property
rights, keeping property rights accounts and cash accounts, by allegedly delaying and interrupting execution of
the transactions via the trading platforms provided. 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;
• law suit brought by ESBANK Bank Spółdzielczy dated July 2020, delivered to the Company in November 2020 –
value of the proceeding is approximately PLN 7,6 million. In this case in February 2020 the Company received
a pre-trial payment order. The damage was to consist in the Company's failure to apply financial security measures,
which lead to effective appropriation of funds by an employee of Bank Spółdzielczy, who was also a client of the
Company. The Company considers the charges made in the tender offer to be completely unfounded. In December
2020 the Company filed the response to the law suit.
Proceedings against XFR Financial Ltd. (the company currently operating under the name XTRADE Europe Ltd.)
On November 18, 2016, the Company filed a lawsuit against XTRADE Europe Ltd. (formerly: XFR Financial Ltd. or "XFR")
based in Cyprus for securing claims in connection with violation of the principles of fair competition, in which it brought,
among others:
(i) forbidding XFR to use the word and figurative word "XTRADE" and (ii) forbidding XFR to use the word mark "XTRADE"
as the domain name. The Court of Appeal in Warsaw secured the Company's claims against XTRADE Europe Ltd. for
prohibiting XTRADE Europe Ltd. from using as a company designation or services (i) verbal and word-graphic
designations "XTB", "X-Trade", "XTrade" , "X" and (ii) the word sign xtrade.eu. The company has applied to the Warsaw-
Śródmieście District Court for enforcement due to the fact that XTRADE Europe Ltd. has not ceased to use as a company
designation or provided services owned by the company, despite the relevant decision of the Court of Appeal in Warsaw
of March 15 2017. On January 12, 2018, the District Court for Warsaw-Śródmieście in Warsaw issued a decision pursuant
to which XTRADE Europe Ltd. was ordered to pay PLN 5,000 to the Company. There was also a threat of ordering
payment to the Company in the event of any subsequent violation by the debtor of the obligation to comply with the
decision of the Court of Appeals in Warsaw of 15 March 2017.
Therefore, on April 19, 2018, the Company applied to the District Court for an order against XTRADE Europe Ltd. for PLN
100 000 in connection with the failure by XTRADE Europe Ltd. to secure the security established by the Court of Appeal.
During the enforcement proceedings, XTRADE Europe Ltd. closed its branch in Warsaw and declared that it had ceased
to provide services to recipients in Poland. In connection with the decision of November 28, 2018, the District Court
dismissed the Company's request and determined that, as at the date of issuing the decision, the XTRADE markings
were no longer used in Poland by XTRADE Europe Ltd. By virtue of the decision of March 27, 2019 the District Court in
Warsaw, he dismissed the company's complaint.
XTB S.A. Group
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Before the District Court in Warsaw, from 12 April 2017, proceedings were pending due to the Company's action to
prohibit XTRADE Europe Ltd. from violating the principles of fair competition, consisting in the unlawful use by the
defendant as a company designation or as financial services, brokerage and consulting services. financial, brokerage
and brokerage services, word and word and graphic markings "XTB", "X-Trade", "XTrade" and "X".
On July 12, 2019, the District Court in Warsaw, in a case against Xtrade Europe Ltd., issued a judgment in which:
(i) ordered the defendant XTRADE EUROPE LTD to refrain from acts of unfair competition against the plaintiff X-TRADE
Brokers Dom Maklerski S.A. in Warsaw, consisting in the unlawful use by the defendant as a company designation or of
financial services rendered, financial intermediation and consultancy, brokerage and brokerage services, including
services provided via the Internet, using specialized computer software, as well as training services, including in
materials advertising and in the name of the Internet domain xtrade.com, as well as on the websites available at:
www.xtrade.eu and xtrade.com, the following markings in the territory of the Republic of Poland: (a) the word markings
"XTB", "X-Trade", "XTrade", "Xtrade"; (b) the symbols xtrade.eu and xtrade.com; (ii) ordered the defendant XTRADE
EUROPE LTD to submit and publish, at his own expense and with his own effort, within 2 (two) months from the
announcement of the final judgment in the case and after changing the name of the defendant's company pursuant to
paragraph 1 of the final judgment, the statement on the decision referred to in the judgment content in the following
media: a) "Gazeta Giełdy i Inwestorów Parkiet"; b) on the defendant's website - on the home page; c) on websites
identified by domains: http://www.parkiet.com/, http: // www .gazetaprawna.pl / and http://rp.pl (iii) in the event that
before the publication of the statement there was a change of the defendant company, the defendant in the content of
the statement in place of the words "XTRADE EUROPE LTD" is obliged to use the name of the company current as of the
date of publication statements; and (iv) authorized the plaintiff to publish the statement at the defendant's expense in
the event of the defendant's failure to comply with the obligation to publish the statement on the content and within
the time limits specified in paragraph 2 of the judgment, and obliged the defendant to reimburse the costs incurred by
the plaintiff.
On 5 January 2022 the Court of Appeal ruled on the Company's appeal against the judgment of the Court of First
Instance. The appeal was upheld for the most part: the Court amended the judgment of the Court of First Instance and
prohibited XTRADE Europe from using a further 3 word and graphic signs, as claimed in the lawsuit. The appeal
regarding the claim for publishing an apology in the media was dismissed. The proceeding is legally closed.
In addition, the Munich Regional Court, in a judgment of 25 July 2017, issued a ban on the use of the designations
"XTRADE" and "XTRADE EUROPE Ltd." in Germany, confirming that the designations are confusingly similar to the
trademarks reserved by the Company. In addition, Xtrade Europe Ltd. was also required to provide information on the
extent and number of past use of the marks and to pay damages, the amount of which has not yet been determined.
On April 19, 2018, the Court of Appeal dismissed the appeal of the Cypriot company - the verdict prohibiting the use of
the XTRADE sign in Germany is final. As at the date of submitting this report, proceedings are still pending to order
XTRADE Europe Ltd. to pay the costs of legal representation and to enforce a final judgment. Proceedings enforcing the
ruling ban were pending before European Union Intellectual Property Office (EUIPO) as regards the annulment of
conflicting marks of Xtrade Europe Ltd. On March 20, 2020, EUIPO issued a decision rejecting the application for
a declaration of invalidity. On 19 May 2020, an appeal was filed with the Board of Appeal of EUIPO. Currently we are
waiting for the decision of the authority. On 8 November 2021 the EUIPO Board of Appeal issued its decision and upheld
the arguments and evidence submitted by the Company and found that the Company's sign was used in Germany in
the course of trade of more than local significance prior to the date of application for the disputed mark and that the
Company's sign was used for "brokerage and financial services". For the rest, the Board of Appeal remitted the case
back to the first instance, the Cancellation Division, which will re-examine the application in question. In its re-
examination, the Cancellation Division will be bound by the arguments and reasoning of the Board of Appeal. In
addition, the Cancellation Division should analyse whether the other grounds for invalidity of the contested mark which
were not analysed by the Board of Appeal in its decision are fulfilled. Only after this analysis and reconsideration will
the Cancellation Division issue a decision on the merits of the application and the cancellation. This decision will again
be subject to appeal by either party. The proceeding before EUIPO is pending.
XTRADE EUROPE Ltd., currently under the name of Guma Holding Ltd., filed a complaint with the General Court of the
European Union against the decision of the Fifth Board of Appeal of EUIPO of November 8, 2021, in which it applied for
the amendment of this decision in its entirety by dismissing the application for annulment. The company responded to
the complaint on May 26, 2022. Guma Holding Ltd. applied to the General Court of the European Union for a hearing.
On January 26, 2023, a hearing was held before the European Union Court in the case and the Company is awaiting a
ruling.
XTB S.A. Group
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Administrative and control proceedings
The Company and the Group Companies are party to several administrative and control proceedings related to the
Group’s business. The Company believes that below are presented the most significant among them:
• on September 27, 2018, the Company received information about imposition onto the Company pursuant to art.
167 para. 2 point 1 in connection with art. 167 para. 1 point 1 of the act on Trading in Financial Instruments a fine
of PLN 9.9 million in connection with the violation of the law, in particular in the area of providing brokerage
services to the Company's clients. In the Company’s opinion, the imposition of a fine for above-mentioned fraud
is not justifiable and is not reflected in the facts. The PFSA refused to take the evidence requested by the Company
(including the expert’s opinion) and did take into account independent expert’s opinions submitted by the
Company. Acting in the best interest of the Company, its employees and shareholders, as well as having clients
best interest in mind, the Management Board appealed the abovementioned decision by filing on October 29,
2018, complaint against the PFSA decision to Provincial Administrative Court (hereinafter the “PAC”). On June 6,
2019, the PAC dismissed the Company's plaint against the Commission's decision to impose a financial fine in the
amount of PLN 9.9 million. After delivery by PAC a copy of the ruling along with its justification, the Company's
Management Board decided to lodge a final cassation appeal to Supreme Administrative Court, which was lodged
on August 16, 2019. On February 28, 2023, a hearing was held before the Supreme Administrative Court during
which the Court decided to dismiss the Company's complaint. The decision is legally binding. The Company does
not see any risk related to potential customer claims in this respect.
• by letter dated November 27th, 2020, the French Branch of the Company was informed of the initiation of control
by the French supervisory authority Autorité de contrôle prudentiel et de résolution – ACPR Banque de France
against the Company's Branch, pursuant to articles L. 612-23 and R.612- 22 of the Monetary and Financial Code.
The audit was intended to assess the compliance of the anti-money laundering and anti-terrorist financing system.
The inspection activities started on December 2nd, 2020. As of the submission date of this report, the control has
been completed. On June 23, 2021, the Company received the draft inspection report of June 20, 2021. In the reply
sent to the supervisory authority to the draft report received, the Company addressed in detail the preliminary
post-inspection findings. It cannot be ruled out, that the irregularities identified during the control may result in
the application of supervisory measures and sanctions to the Company provided for in the applicable regulations
and may result in the must for the Company to bear significant financial expenses, as well as to implement
significant organizational changes.
• on March 25, 2021, the Company's branch in Portugal was informed about the initiation of an inspection by the
Portuguese supervison authority Comissão do Mercado de Valores Mobiliários – CMVM. The inspection shall be
considered as a comprehensive assessment of the operations of the Company's Branch, based, inter alia, on the
regulations of the MiFID II Directive as well as the delegated regulations that were issued on the basis of the
previously mentioned Directive. February 8, 2022, CMVM provided XTB with a summary of its inspection activities.
On March 25, 2022, the company received post-inspection report with recommendations, which will be
implemented in the Portuguese branch.
• on January 10, 2022, a customs and tax inspection held by the Head of the Masovian Customs and Tax Office in
Warsaw regarding the correctness and reliability of XTB settlements for corporate income tax for 2019 began. The
inspection ended on January 19, 2023. The company received an inspection report in which no irregularities were
found during the period covered by the inspection.
• on May 11, 2022, an inspection by the Polish Financial Supervision Authority commenced in the scope of
compliance with the obligations arising from the Act of March 1, 2018 on counteracting money laundering and
financing of terrorism. The scope of the inspection covers the activities of the Company as an obligated institution
within the meaning of the provisions of the above-mentioned Act. In its response to the draft protocol received,
sent to the supervisory authority, the company referred in detail to the preliminary post-inspection findings. And
as of the date of publication of this report, the company is awaiting the Commission's response to the comments
and the final audit protocol.
• 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. The Company assesses the risk of recognizing the provisions in question as prohibited
and incurring negative consequences as a result of their use as low.
XTB S.A. Group
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Regulatory environment
The Group operates in a highly regulated environment imposing on it 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 sections below describe the most relevant, from the Company’s point of view, changes of regulatory obligations
occurring during the last period covered by this report and the changes that will enter into force in the forthcoming
period.
Act amending the Banking Law and certain other acts
On December 28, 2020, the parliament received a draft act amending the Banking Law and certain other acts, including
the act on trading in financial instruments and was published on the website of the Government Legislation Centre. The
most important assumptions of the project: (i) implementation of EU law in connection with the entry into force of
European Union legal regulations on capital requirements for financial institutions, the so-called CRD V / CRR II package;
(ii) introducing a standard methodology and a simplified standard methodology for the assessment of interest rate risk;
(iii) authorizing the Polish Financial Supervision Authority to dismiss a member of the management board of the
brokerage house if a given person does not meet the requirements necessary to perform a given function; and
(iv) clarifying the definition of a person whose professional activity has a significant impact on the risk profile of the
brokerage house. On February 25, 2021, the act was adopted by Sejm and then submitted to the President and the
Marshal of the Senate. On April 1, 2021, the act was signed by the President. The effective date of the Act has been split,
with some provisions taking effect within 14 days of the Act's promulgation, some taking effect on June 28, 2021, and
the remainder taking effect on January 1, 2023.
The Company exercised due diligence in order to comply with obligation under Act amending the Banking law and
certain other acts. However, it cannot be excluded that a given rule or requirement will be interpreted by the Group in
a manner inconsistent with the act which may be connected with risk of supervisory activities and other administrative
measures specified in binding laws and may require incurring by the Company further significant financial outlays and
implementation of the significant organizational changes.
Preventing use of the financial system for money laundering or terrorist financing - the so-called V AML
Directive
On July 9, 2018, the Directive (EU) 2018/843 of the European Parliament and of the Council (hereinafter referred to as
the "Directive V AML"), amending the Directive (EU) 2015/849 on the prevention of the use of the financial system for
the purposes of money laundering or terrorist financing (hereinafter referred to as the "IV AML Directive") and
amending the Directives 2009/138/EC and 2013/36/EU came into force. The main assumption of the directive is to create
within the European Union conditions for the efficient exchange of information in order to increase the effectiveness
of counteracting money laundering and terrorist financing. In accordance with the assumptions of the Directive V AML,
European Union member states were obliged to implement the provisions of the Directive V AML until January 10, 2020.
Polish legislator failed to transpose the provisions of Directive V AML within the required deadline. On March 4, 2020,
a draft act amending the Act on Counteracting Money Laundering and Financing of Terrorism and some other acts
(hereinafter referred to as the "Project") was published, which aims to implement the provisions of the AML V Directive
into the Polish legal order. also numerous details of the provisions of the Act of March 1, 2018 on counteracting money
laundering and terrorist financing (under the AML IV Directive. The most important assumptions of the Project include:
(i) extension of the list of obligated institutions, (ii) changes in definitions, including the definition of the actual
beneficiary and the group, (iii) extension of the catalogue of cases in whose obligated institutions apply financial security
measures, (iv) expanding the catalogue of premises for a higher risk of money laundering and terrorist financing, and
(v) changes in the scope of applying financial security measures. On February 25, 2021, the act was adopted by the Sejm
and then submitted to the President and the Marshal of the Senate. On April 8, 2021, the act was signed by the President
and on April 30, 2021 announced in the Journal of Laws. The entry into force of the Act has been staggered – some of
the provisions came into force 14 days after the date of announcement, some 3 months after the date of
announcement, and some 6 months after the date of announcement.
XTB S.A. Group
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The Company exercised due diligence in order to comply with obligation under act on prevention of money laundering
practices and financing of terrorism and the regulation on the transfer of information about transactions and a form
identifying the obligated institution. However, it cannot be excluded that a given rule or requirement will be interpreted
by the Group in a manner inconsistent with the act which may be connected with risk of supervisory activities and other
administrative measures specified in binding laws and may require incurring by the Company further significant
financial outlays and implementation of the significant organizational changes.
Draft act on the consideration of complaints and disputes of clients of financial market entities and on the
Financial Education Fund
On September 21, 2020 on the website of the Government Legislation System a draft act on the consideration of
complaints and disputes of clients of financial markets entities and on the Financial Education Fund was published. The
purpose of the act is to increase the effectiveness of the proceedings in matters of protection of collective consumer
interests. According to the assumptions, the act is to enter into force on January 1, 2021, except for some provisions
which will come into force accordingly on November 16, 2020 and December 31, 2020. Main assumptions of the project:
(i) most of the existing competences of the Financial Ombudsman will be passed to the President of the Office of
Competition and Consumer Protection; (ii) the President of the Office of Competition and Consumer Protection will
obtain competence to protect financial market entities’ clients, which will include,
inter alia
, the possibility of intervening
in individual cases arising from the submission of complaints; and (iii) out-of-court proceedings will be held by the
coordinator for out-of-court dispute resolution between the client and the financial market entity, who will be working
next to the President of the Office of Competition and Consumer Protection. The project is currently at the stage of
review. The Project is currently in Sejm after the stage of I reading.
Act amending the Trading in financial instruments act and other acts (IFD/IFR framework)
On October 23, 2020 on the website of the Government Legislation System a draft act amending the Trading in financial
instruments act and other acts was published. According to the assumptions, the act was to enter into force of June 26,
2021. Main assumptions of the project:
• division of the investment firms into the categories based on their size and connections with other financial
and economic entities;
• the application of prudential supervision for investment firms which, due to their size and interconnectedness
with other financial and economic entities, are not considered systemically important entities;
• regulating, by appropriate application of the provisions of the CRR, the structure of own funds of investment
companies;
• an obligation for small and unrelated investment firms to hold their own funds equal to their fixed minimum
capital requirement or one quarter of their fixed overheads calculated on the basis of their activities in the
previous year;
• setting a minimum own funds requirement for tier two investment firms corresponding to their fixed minimum
capital requirement, one quarter of their fixed overheads for the previous year or the sum of their requirement
on the basis of a set of risk factors tailored to the specificity of investment firms;
• obliging investment firms to comply with liquidity requirements, resulting in mandatory internal procedures to
monitor and manage liquidity requirements;
• an obligation to disclose relevant information, for example on own funds and liquidity requirements;
• making the capital requirements of the investment firm dependent on the type of activity authorized or
authorized by the investment firm to provide or operate; and
• obliging investment firms to demonstrate compliance with a fixed minimum capital requirement at all times
equal to the required share capital.
The Bill was passed in session on 1 October 2021 and was transmitted to the President and the Speaker of the Senate
on 4 October 2021, and on 25 November 2021 it was promulgated. The entry into force of the Act has been staggered
– some provisions entered into force on the day after the date of promulgation, some on 1 January 2022 and some
entered force on 1 January 2023.
The Company exercised due diligence in order to comply with obligation under Act amending the Trading in financial
instruments act and other acts. However, it cannot be excluded that a given rule or requirement will be interpreted by
the Group in a manner inconsistent with the act which may be connected with risk of supervisory activities and other
administrative measures specified in binding laws and may require incurring by the Company further significant
financial outlays and implementation of the significant organizational changes.
XTB S.A. Group
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Draft regulations amending the regulation on the scope, procedure, form and deadlines for submitting
information to the Polish Financial Supervision Authority by investment firms, banks referred to in art. 70 sec.
2 of the Act on Trading in Financial Instruments, and custodian banks
On 18 June 2021 and 7 July 2021, draft regulations amending the regulation on the scope, mode and form of and
deadlines for the provision of information to the Polish Financial Supervision Authority by investment firms, banks
referred to in Article 70(2) of the Act on Trading in Financial Instruments, and custodian banks were published. Both
regulations were announced.
The most important assumptions of the regulations:
▪ draft dated 18 June 2021 - amendments to the current regulation with respect to the quarterly sales activity report,
which is prepared in accordance with the template set out in Annex 10 to the regulation – The regulation was
promulgated on 15 December 2021 and entered into force on 1 June 2022;
▪ draft dated 7 July 2021 - amendments to the regulation currently in force are aimed at making the necessary
changes to the national legal order in connection with the entry into force of Directive (EU) 2021/338 of the
European Parliament and of the Council of 16 February 2021 amending Directive 2014/65/EU as regards
information requirements, product governance and position limits and Directives 2013/36/EU and (EU) 2019/878
as regards their application to investment firms in order to support the recovery from the COVID-19 crisis and
consists in (i) incorporating the EU regulations on the prudential supervision of investment firms into the text of
the Regulation, (ii) specifying the obligations of investment firms in the event of an inability to comply with certain
disclosure obligations, (iii) specifying certain obligations relating to the use of research services and (iv) introducing
new responsibilities for the compliance function – the regulation was promulgated on 14 December 2021 and
entered into force on 28 February 2022.
The Company exercised due diligence in order to comply with these regulations. However, it cannot be excluded that a
given rule or requirement will be interpreted by the Group in a manner inconsistent with the act which may be
connected with risk of supervisory activities and other administrative measures specified in binding laws and may
require incurring by the Company further significant financial outlays and implementation of the significant
organizational changes.
Draft act on the protection of whistle-blowers
On 18 October 2021, the Draft Act on the Protection of Whistle-blowers was published on the website of the
Government Legislation Centre. The Draft act 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 infringements of Union law.
The guarantees and remedies provided for in the act will be available to the whistle-blower, regardless of the basis and
form of work provision (including, but not limited to, an employment contract, civil law contract, business activity by an
individual, management contract, voluntary work, internship and traineeship), including those providing work to entities
with which the employer has a business relationship, such as contractors, subcontractors or suppliers, and other
whistle-blowers in a work-related context, such as shareholders and partners and members of bodies of a legal entity.
It will be possible to report violations of the law through internal reporting channels established by private and public
entities, through external reporting channels to the relevant state authorities and through public disclosure. The draft
act will set out the requirements for the establishment and organisation of internal and external channels (procedures
and organisational arrangements) for reporting violations and the rules for making public disclosures.
According to the draft, the Act will enter into force after 14 days from the date of its publication. Implementation of the
obligation to establish internal notification rules by entities in the private sector with at least 50 and less than 250
employees will take place by 17 December 2023. July 7 this year another version of the bill was published on the website
of the Government Legislation Centre. As of the date of preparation of this report, the project is being developed by the
Committee for European Affairs. It is estimated that the act will enter into force in the first quarter of 2023. The company
is already making efforts to adjust its internal procedures on to the requirements of the draft Act.
Draft Act on amending certain laws in connection with ensuring the development of the financial market and
the protection of investors in this market.
On July 20, 2021, a draft act on amending certain acts in connection with ensuring the development of the financial
market and the protection of investors in this market was published on the website of the Government Legislation
Centre.
The draft aims 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
XTB S.A. Group
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customers of financial institutions, protecting minority shareholders in public companies, and increasing the level of
digitization in the Financial Supervision Commission's (KNF) realisation of its supervisory duties, through appropriate
amendments to the laws governing it.
The project's key objectives include:
• expanding and strengthening the KNF’s supervisory powers;
• giving KNF additional powers to impose fines on supervised entities;
• regulations on the method of conducting inspection activities by the FSC, including allowing inspection activities
to be conducted outside the place of business of controlled entities;
• enabling the use of electronic delivery within the meaning of the Act of November 18, 2020 on electronic
delivery with respect to control activities and other supervisory activities of the FSC that do not have the form
of an administrative decision;
• issues of access to professional secrecy;
Currently, the draft is at the opinion stage and has not yet reached the Parliament. It is estimated that the law may
enter into force in the first half of 2023.
Changes to the Commercial Companies Code
As of October 13, 2022, amendments to the Commercial Companies Code, introduced by the Act of February 9, 2022,
amending the Act - Commercial Companies Code and certain other acts came into force. The new regulations introduce
provisions for groups of joint-stock companies (the so-called "holding law"), but also increase the powers and
responsibilities of a joint-stock company's supervisory board by also granting it the tools to exercise supervision more
autonomously. The most important changes include:
• An obligation to exercise due diligence arising from the professional nature of their activities and to maintain
loyalty to the company while serving as a member of the board of directors or a member of the supervisory
board, including not disclosing company secrets even after the termination of this function, which makes it
possible to hold these persons liable for damage caused to the company and acting contrary to the company's
interests if they fail to fulfil these duties.
• The introduction of the business judgement rule, which excludes the liability of management and supervisory
board members for damage caused to the company if they acted in loyalty to the company and within the
limits of reasonable business risk, including on the basis of information, analysis and opinions that should have
been taken into account under the circumstances in making a careful assessment.
• Introduction of an obligation to prepare and submit an annual report on the activities of the supervisory board
to the general meeting of shareholders.
• Introduction of the power of the supervisory board to require the management board, proxies and persons
employed by the company to prepare or submit any documents and explanations concerning the group of
companies, and introduction of criminal sanctions for failure to do so
• The possibility of appointing, by resolution of the supervisory board (at the company's expense), an
independent advisor and entrusting him with the examination of a specific matter concerning the company's
business or assets. The contract with the advisor shall be signed by the supervisory board.
• Introduction of the possibility of adopting a resolution on the formation of a "group of companies" guided by
common interest, which will allow the parent company to issue binding instructions to its subsidiaries.
The company is exercising due diligence to adapt to the new legal obligations, among other things, it is planned to make
appropriate amendments to the articles of association and regulations of its corporate bodies.
Act of December 1, 2022 on amending the Law on Complaint Handling by Financial Market Entities and the
Financial Ombudsman and certain other laws
On February 1, 2022, a draft act on amending the Act on Complaint Handling by Financial Market Entities and the
Financial Ombudsman and certain other acts was published on the website of the Government Legislation Centre. The
purpose of the draft is to increase the effectiveness and efficiency of the system of protecting customers of financial
market institutions by, among other things, increasing the competence of the Financial Ombudsman and financial
education of the Polish public.
The most important changes from the Company's perspective include:
• expanding the educational and informational powers of the Financial Ombudsman;
• expansion of the Financial Ombudsman's litigation powers, including giving it the authority to file civil lawsuits
on behalf of customers of financial market institutions or to join civil proceedings already underway, and the
XTB S.A. Group
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authority to file lawsuits in group proceedings as a representative of the group with respect to claims by
customers of a financial market institution;
• increasing the maximum amount of the financial penalty imposed by the Financial Ombudsman on financial
market entities for their failure to perform certain obligations;
The Parliament passed the act on December 1, 2022, which was then signed by the President on December 12, 2022.
Most of the act's provisions came into effect on January 1, 2023, while provisions related to granting the Financial
Ombudsman the authority to act as a representative in class actions are expected to come into effect 3 months after
the law's promulgation.
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.
5.3 Employment information
As of December 31, 2022, the Group employed 860 people, including 580 people employed by the Company. The
Group's employment structure is dominated by IT staff. The Group does not employ a significant number of temporary
workers.
The table below presents information on the number of employees of the parent company and its foreign branches
and Group Companies as at the dates indicated therein.
AS AT
31.12.2022
31.12.2021
Parent Company
580
404
Foreign branches
127
95
Group Company
153
106
Total
860
605
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6. 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 2022 and comparative data have been prepared in accordance with the applicable accounting principles
and reflect in a true, reliable and clear financial and financial situation and the financial result of the Group and the
Company, respectively. In addition, the Management Board declares that activity report contains a true picture of the
development and achievements of the Group and the Company, respectively, including a description of the basic threats
and risk.
Information of the Management Board of XTB S.A. about appointing an audit company to audit financial
statements
Hereby, the Management Board of XTB S.A. informs that on the basis of the statement of the Supervisory Board, an
auditing company authorized to audit financial statements, undertaking consolidated and separate financial statements
for 2022 was selected in accordance with the regulations, including the selection and procedure for selecting an audit
firm. At the same time, the Management Board of XTB S.A. informs that the audit company and the registered auditors
performing the review meet the requirements indispensable for issuing an objective and independent report on the
annual consolidated and separate financial statements, in line with the binding provisions of the law and professional
standards 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. informs that the Issuer has a
policy of selecting an audit firm to carry out statutory audit of XTB S.A. financial statements and the policy of carrying
out the permitted non-audit services by the audit firm conducting the audit, by entities related to this audit firm and by
any member of the network to which the audit firm belongs, including services conditionally exempt from the
prohibition of provision by an audit company.
Warsaw, March 21, 2023
Omar Arnaout
Filip Kaczmarzyk
President of the
Management Board
Member of the
Management Board
Paweł Szejko
Jakub Kubacki
Member of the
Management Board
Member of the
Management Board
Andrzej Przybylski
Member of the
Management Board
REPORT
of XTB S.A. Capital Group
on non-financial information
for 2022
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1. Introduction
This report on non-financial information of XTB S.A. Capital Group (XTB Capital Group, Group, XTB Group) has
been prepared in accordance with Article 55(2b) in conjunction with Article 49b of the Accounting Act.
This report includes information on XTB Capital Group companies for the year 2022. In preparing this report,
XTB relied on the Non-Financial Information Standard (NFIS) developed by the Reporting Standards
Foundation. This report on non-financial information in principle complies with the NFIS, subject to the
incompatibility of the sectors included in the NFIS with the activities carried out by the XTB Capital Group, as
well as the significantly limited operating activities of the subsidiaries operating within the XTB Capital Group,
which affects the inappropriateness of assigning some of the NFIS ratios to the activities of a specific
subsidiary.
2. Organization of XTB Capital Group
2.1 Profile of operations
The Group is an international provider of products, services and technological solutions for trading financial
instruments, specializing in the OTC market and CFD derivatives in particular, which are investment products
whose returns depend on changes in the price and value of the instruments and underlying assets. The Group
also offers investments in shares and ETFs on the same trading platform. The Group operates in two
segments: retail operations and institutional operations. The Group's retail operations mainly include, for
retail customers, online trading in derivatives based on assets and underlying instruments traded on financial
and commodity markets. For institutional customer, the Group offers technologies that enable them to offer
their customer the opportunity to trade financial instruments under their own brand. The Group also acts as
a liquidity provider for institutional customer.
For both retail and institutional customer, the Group offers two trading platforms:
• xStation and
• MetaTrader 4 (MT4), a platform offered to new customers until 18 January 2021
which are supported by an advanced technological infrastructure developed by the Group. The Group's retail
customers receive access to one of the aforementioned front-end trading platforms and a number of its
components, as well as back-office systems. Institutional customers receive full access to settings and
management functions, the branding system and risk management tools.
The Group also offers its customers a variety of trading options, depending on the level of sophistication of
the customer in question (from beginner to expert) and the method of access (from smartphone to web
interfaces to desktop applications). The applications include tools for retail customers investing in CFD
derivatives based on various financial instruments, including charts, analysis, research and the ability to trade
online.
The functionality of the XTB Group offer enables clients to open accounts, deposit funds into them, place
orders and transfer funds between accounts, and order statements via the Internet. XTB Group's core
technology uses software designed to ensure functionality and scalability.
2.2 Management of non-financial aspects at the XTB Group
As of 31 December 2022, the XTB Group consisted of XTB as the Parent Company and its 12 subsidiaries. XTB
also has 7 foreign branches. The diagram below shows the Group's structure as of 31 December 2022.
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Two new companies: XTB Digital Ltd., Cyprus and XTB S.C. Limited, Republic of Seychelles were established in
Q4 2022. As of the date of submission of this report, the aforementioned companies were not in operation.
Detailed information on individual subsidiaries and branches is presented in the Management Report under
Description of the Group's organization.
There were no significant changes in the XTB Group's business model during the fiscal year.
The processes related to providing users with its proprietary information technology (an area for which XTB's
IT department is responsible) as well as processes related to acquiring and supporting customers are crucial
for the operating activities. Processes related to customer acquisition and support, on the other hand, are
carried out both directly by XTB in Poland and by branches and subsidiaries operating in local markets. XTB
is also responsible for coordinating the activities of individual subsidiaries and branches, management
processes, setting development goals for businesses operating in individual countries, setting budgets and
financial targets, standards of conduct and overseeing their achievement. Subsidiaries and branches employ
from a few to several dozen people. Thus, by far the largest number of operational processes are carried out
at XTB in Poland and the activities of subsidiaries and foreign branches are, as a rule, of a nature supporting
sales and ensuring compliance with local regulations required for their operations. Consequently, also from
the point of view of ESG issues, the most important processes and solutions for managing non-financial issues
are carried out at XTB in Poland and the creation of extensive corporate solutions and dedicated policies for
individual subsidiaries would be considered ineffective.
With the above in mind, the identification of significant areas of management and related risks, including non-
financial aspects, is carried out at the XTB level in consultation with individual organizational units operating
in subsidiaries.
This process is related to the ongoing assessment of the impact on the environment and risks associated with
individual areas of interaction with stakeholders. The assessment also takes into account current changes
(among others: legal, economic and social) in the environment. In detail, these aspects are identified and
assessed in accordance with the relevant procedures relating to the identification of risks and risk assessment
for the given area.
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In doing so, particular XTB Group companies take individual measures to meet the requirements of local
regulations. XTB, on the other hand, is the recipient of information on the results of its actions in individual
ESG areas, particularly in situations in which these results could result in a violation of applicable regulations
and related financial or image liability. Thus, to the best of our knowledge, this report on non-financial
information does not omit information that could have a material impact on the accuracy of the description
of the XTB Group's impact on social, labour, environmental, respect for human rights, anti-corruption or
climate issues.
In the course of business operations and management processes, the following areas are identified in which
relationships of significant importance occur. In the course of work related to the preparation of this report,
the above-mentioned areas were reviewed, as a result of which no discrepancies were identified compared
to the previous reporting period.
Relation area
Examples of impact
Relations with customers
● delivery of reliable software
● marketing communications
● education and training activities
Relations with employees
● ensuring good working conditions
● development of employee competence
● educational activities
Relationships with regulatory
institutions
● ensuring compliance of the business with local regulations
● prevention of violations of applicable regulations
● prevention of unethical behaviour
Occupational health and safety
● ensuring a safe working environment
Environmental impact
● energy consumption
● education in the environmental area
Identification of stakeholders
Given the nature of the XTB Group's operations, the following key stakeholder groups have been identified
for the purposes of the management processes carried out:
• employees,
• retail and institutional customers,
• potential customers - those interested in education about financial markets,
• providers,
• competitors,
• state institutions, including local supervisory authorities,
• the media,
• shareholders, analysts and potential investors.
The needs and expectations of interested parties are systematically identified through, among other things,
the identification of regulatory requirements and feedback from the various stakeholder groups.
In the course of preparing this non-financial report, the list of identified stakeholders was analysed and no
changes were made compared to the previous reporting period.
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Communication with stakeholders
XTB, in order to properly communicate with its stakeholders, posts information on its website about the
objectives of its strategy, including long-term goals and planned activities.
The progress of its implementation, determined by financial and non-financial metrics, is presented in current
and periodic reports. The company holds quarterly meetings for investors, inviting in particular shareholders,
analysts, and industry experts and media representatives. XTB, as a listed company, publishes periodic
reports on a quarterly basis, while reports to supervision institutions are prepared at least monthly.
Later in this report, under Customer Communications, information is provided on communication activities
and retail customer education.
Location of operations
The XTB Group operates under licenses granted by regulatory authorities in Poland, the United Kingdom,
Cyprus, Belize and the United Arab Emirates. The XTB Group's activities are regulated and subject to
supervision by the competent authorities in the markets in which the Group operates, in these EU countries,
on the basis of the so-called Single European Passport. Currently, the Group is focused on developing its
operations in 12 key markets, including Poland, Spain, the Czech Republic, Portugal, France and Germany.
Meanwhile, the Group considers Latin America, Asia and Africa as a priority region for further expansion.
Currently, the XTB Group's efforts are focused on reaching the mass customer with its offerings. This is crucial
for XTB's further dynamic growth and building a global brand. This goal is also served by the addition of new
products to the offer in 2023 and subsequent years. The Management Board assesses that the above activities
are characterized by greater potential than placing its resources in launching operations in South Africa. For
this reason, the launch of operations in XTB Africa (PTY) has been postponed until at least 2024.
Both in Poland and in other countries, the Group operates exclusively in leased properties. These include
office space and space for IT infrastructure.
3. ESG strategy
The XTB Group's ESG Strategy was adopted in Q4 2021. Within the framework of the adopted ESG Strategy,
XTB emphasizes the continuation of existing solutions and the fulfilment of commitments in the area of
environmental protection and sustainable development. In connection with the above, goals have been set,
which will be gradually implemented. Undertaking various initiatives in this area will help build environmental
awareness not only among employees, but also customers and business partners. XTB's intention is to
constantly increase its involvement in projects in the area of social responsibility.
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The ESG strategy is based on three pillars, i.e. i) Environment, ii) Social responsibility, iii) Corporate governance.
Environment
Social responsibility
Corporate governance
● Taking care of the
environment in the
workplace.
● Introducing a number of
solutions to manage natural
resources more efficiently.
● Striving to reduce the
organization's carbon
footprint.
● Building environmental and
climate awareness among
employees and co-workers.
● Providing immediate access
to financial markets from
around the world.
● The XTB Group's overarching
goal is to educate the society
economically.
● XTB shares knowledge and
experience by collaborating
with universities and other
institutions.
● XTB's team is made up of
ambitious people who are
supported to continuously
develop and achieve their
goals.
● XTB is one of the world's
largest listed Forex &
CFD brokers.
● XTB Group's operations
are subject to financial
supervision in the
international financial
markets including: FCA,
BaFin, ACPR, CySEC, IFSC.
The ESG Strategy document is available on XTB's corporate website. Information on the implementation of
the ESG Strategy will be presented in subsequent reports and non-financial reports of the XTB Group.
Information on implemented and planned initiatives in specific areas is described in the following sections of
this report.
As of December 2020, XTB shares are included in the WIG-ESG index. The WIG-ESG Index aims to measure
the value of a portfolio of listed companies, qualified for the WIG20 and mWIG40 Indices, verified using the
adjustment factor of assessing the degree to which they fulfil environmental, social and corporate governance
principles in their operations.
4. Description of the Group’s operations
4.1 Description of basic products and services
The XTB Group is an international provider of products, services and technological solutions for trading
financial instruments, specializing in the OTC market and CFD derivatives in particular, which are investment
products whose returns depend on changes in the price and value of the instruments and underlying assets.
The Group also offers investments in shares and ETFs on the same trading platform.
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XTB’s product offering
FOREX
Forex (Foreign Exchange Market) is
the largest financial market in the
world. Forex trading takes place 24
hours a day, 5 days a week. XTB offers
about 50 CFD instruments based on
currency pairs.
INDICES
CFDs are derivatives. This means
that you don't actually own the
underlying asset - you just speculate
whether its price will go up or down.
XTB offers about 30 CFD instruments
based on share indices from around
the world: USA, Germany, China.
COMMODITIES
With commodity CFDs, you can invest
in instruments based on
commodities such as gold, silver and
oil. This allows you to make money
by speculating on commodity prices
by playing on price increases and
decreases. At XTB, you can choose
from more than 20 commodity-
based CFDs.
SHARES
XTB offers access to CFD instruments
on shares as well as listed shares.
Exchange-traded shares are securities
that confirm a stake in a particular
company. They combine a property
right (the right to dividends) with a
non-property right (voting rights).
ETF
Exchange - traded fund (ETF) - is an
investment fund, the purpose of
which is to faithfully reproduce a
designated index, and the titles are
listed on the stock exchange. And
XTB offers both CFD instruments on
ETFs and cash instruments.
CRYPTOCURRENCIES
Cryptocurrencies are a form of digital
currency created and held
electronically. XTB offers a CFD
instrument, which means you don't
have to make a physical purchase of
a cryptocurrency. All you have to do
is invest and speculate on future
price movements without owning the
underlying instrument. XTB provides
about 45 CFD derivatives based on
cryptocurrencies.
At the end of 2022, the Group had a total of nearly 5,800 financial instruments on offer from around the world.
This number consisted of 2,300 leveraged CFD derivatives, including more than 50 based on currency pairs,
about 20 based on commodities and about 30 based on indices and 50 on cryptocurrencies, about 1,900
based on shares of companies listed on exchanges in 16 countries, and more than 150 based on US and
European ETFs. The second arm of XTB's offering consists of more than 3,500 cash instruments, more
specifically, almost 3,200 equity instruments and more than 300 ETF instruments from European markets. In
2022, the Company's main focus was on improving existing processes for acquiring new customers,
optimizing transaction costs for both customers and the Company, as well as any processes leading up to
customers starting to trade, and the very experience of them trading at XTB. The Group is constantly actively
making improvements to the trading platform that make it more intuitive and easier to use.
Environmental and social aspects are not a dominant factor in the design of the product offering. Nonetheless,
XTB offers financial instruments (e.g. ETFs) that allow investments in climate-conscious entities or entities
classified in ESG-sensitive indices. In 2022, the Company added ESG rating information to its investment
platform for most of the securities of companies on offer and for ETF instruments. In addition, XTB offers
financial instruments linked to CO2 emission rights (EMISS contract) as well as it is considering expanding
offering to include instruments that support direct management of selected aspects of climate risk, i.e.
weather derivatives, for example.
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4.2 Providers
Materials used and services provided to the Group
As part of its operations, the XTB Group cooperates with providers providing services that support
organizational processes, marketing, analytics, IT development and support for the trading area. The activities
of these entities are mainly located in Europe and the USA.
In most cases, cooperation with providers should be attributed to permanent character. In certain cases, one-
time cooperation is also established in order to achieve a specific goal.
XTB's key providers are providers supporting XTB's customer service processes (including, in particular,
providers whose services contribute to the automation of the aforementioned processes) and providers of
services for the needs of the trading area (e.g. market data providers). As far as other provisions are
concerned, it should be noted in particular purchases of IT equipment, energy and office supplies.
In 2022, no labour rights violations were identified among the XTB Group providers. Given the profile and
location of its providers' operations, the XTB does not identify providers that may pose a threat to the right
to freedom of association and the right to collective disputes or violate these rights.
Dependence on providers
Due to the nature of its business, the XTB Group is not dependent on any providers.
4.3 Customers
The XTB Group operates in two segments:
• retail operations
• institutional operations.
In 2022, the retail operation segment generated about 87% of the Group's total turnover volume, and the
institutional operation segment generated about 13%.
Retail segment
The XTB Group's retail operations mainly include, for retail customers, online trading in derivatives based on
assets and underlying instruments traded on financial and commodity markets, as well as activities related to
trading in shares from selected exchanges from around the world and ETF instruments.
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The Group's retail customers receive access to the front-end trading platform and a number of its
components, as well as back-office systems.
In the retail segment, XTB's customer base is characterized by the following parameters i) new customers,
ii) total number of customers and iii) average number of active customers.
In 2022, the XTB Group attracted 196,864 new customers, with a total number of 614,934, while the number
of active customers (i.e., customers who conducted at least one transaction in the 2022 period) was 258,799.
Communication with individual customers and educational activities
Since its inception, XTB has paid special attention to education
about the functioning of financial markets. XTB's overriding goal is
to build investment awareness and facilitate access to economic
knowledge for every interested person. XTB makes sure that
everyone who is interested in the functioning of financial markets
has the opportunity to obtain the necessary knowledge. Most of the
educational materials prepared by XTB are available free of charge
to potential customers
These materials include nearly 100 hours of educational video
training available on the xStation platform developed by XTB, as
well as dozens of articles made available as part of the so-called
Trading Academy.
The authors of the trainings are both XTB specialists and external
experts in financial markets. The variety of topics and the level of
sophistication make them create value for both beginners and
advanced investors.
In addition, depending on individual needs, customers can participate in regularly held conferences and
webinars organized by XTB.
Since 2016, XTB has organized the Masterclass Conference, which is attended by several thousand people
every year.
In 2022, there were no situations of penalties/violations of competition regulations by XTB Group companies
as well as no penalties related to violations of marketing communications regulations in 2022.
Institutional segment
XTB's institutional customers are offered technology that allows them to offer their customers the ability to
trade financial instruments under their own brand. XTB also acts as a liquidity provider for institutional
customers. Institutional customers include brokerages, banks, start-ups and other financial institutions.
Institutional customers receive full access to settings and management functions, branding system, reports,
front and back-office tools.
In the institutional segment, the number of customers at the end of 2022 was 56.
Dependence on customers
Due to the nature of the core business focused on individual customers, there is no risk of becoming
dependent on any recipient.
4.4 Cooperation with counterparties
Contracts with counterparties do not contain clauses on ethical, environmental or human rights aspects other
than those arising from laws generally applicable to the location.
XTB's business model does not provide for participation in public procurement. In 2022, the XTB Group
companies did not participate in such procurements.
In 2022, no audits were carried out on behalf of the XTB Group companies in the environmental, occupational
health and safety, human rights or ethical areas. The counterparties of the XTB Group also did not commission
any audits to be performed at XTB in the above areas.
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4.5 Trading contracts and transactions
Due to the characteristics of its operations and the generation of revenues based mainly on individual
contracts with natural persons while having a dispersed group of providers, the XTB Group did not enter into
any significant contracts for its operations in 2022.
4.6 Public aid
The XTB Group companies did not benefit from public support in 2022.
The XTB Group companies did not benefit from support resulting from the so-called anti-crisis shields.
4.7 Technology development
As part of its IT work, XTB is expanding the functionalities of its proprietary desktop and mobile version of the
xStation trading system, modules to ensure effective execution of orders and other support systems available
to customers and employees. During the reporting period, work was carried out to design and develop highly
innovative, comprehensive solutions in the field of transactions and online investments ("R&D work"). The
purpose of the above work is to develop innovative technologies and solutions to further develop the
products offered to customers.
The R&D work carried out in 2022 was aimed at the development of tools necessary for the efficient operation
of XTB's trading systems, effective execution of orders, efficient onboarding of customers, and further
development of tools to support the company's internal processes as a result of identified development
needs. Research areas focused on the functionality and security of the operation of systems, processes and
databases. The R&D work focused on the development of new electronic trading systems was also carried
out. The main types of activities performed as part of the R&D work included:
• creation of new or improvement of current software solutions used by XTB customers in the process
of trading on financial instruments,
• creation of new or improvement of current software solutions used by XTB customers in the process
of account opening and during the use of back office modules (deposits, withdrawals, account
updates, etc.),
• development of XTB's IT infrastructure to, among other things, ensure an appropriately efficient
network, continuously upgrade servers and other active equipment at XTB,
• creation of new or improvement of current software solutions to support XTB's operations,
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• creation and development of key transactional applications and CRM systems,
• development of solutions to increase security of network operations as well as external access,
• development of solutions for data storage security,
• creation and implementation of new innovative hardware, hardware-software and software
solutions in the company,
• analysis of product development opportunities, in terms of current technological solutions,
• work on improving the security level of processed data both in terms of data storage and
transmission protocols.
5. Employment
5.1 XTB’s Human Resources Policy
XTB's Human Resources Policy is closely linked to the company's mission and strategy. The guidelines of the
Human Resources Policy are aimed at effective management of human resources through effective selection,
choice, support of development and retention of a team of employees that will guarantee the implementation
of the Company's planned business activities at the highest possible level. The Human Resources Policy is
based on the assumption that the most important factor in the Company's success is its employees, so the
overriding goal is to constantly strive to create the best possible jobs and employment conditions that enable
the development of competencies.
In particular, the implementation of the Human Resources Policy is aimed at:
• acquiring, in the process of professional recruitment, the optimal number of employees with specific
qualifications and professional potential, necessary to ensure staffing of XTB's various organizational
units;
• supporting the process of employee identification with the organization's goals and mission;
• shaping employees' attitudes and standards of conduct in accordance with XTB's internal regulations,
orders and procedures;
• ensuring professional stability, preventing employee turnover and retaining a highly qualified,
valuable workforce;
• supporting the development of specialized skills necessary to perform tasks and achieve set goals;
• creating an incentive system based on the proper formation of working conditions in conjunction
with the system of remuneration, promotion and bonus along with the assessment of
professionalism and effectiveness of work provided.
Areas of activity in the field of Human Resources Policy are:
• employment planning;
• recruitment;
• employee evaluation;
• employee retention (motivating, rewarding, promoting, bonuses);
• employee development (individual professional development programs, training).
All entities in the XTB Group are based on the assumptions of the Human Resources Policy.
Detailed provisions relating to the above area are included in the Human Resources Policy document and
related procedures.
Dialogue with employees
Documented dialogue with employees is most often carried out through email communication or online
meetings. In quarterly or semi-annual cycles, employees are communicated by the CEO with the XTB Group's
results, current implementation of the strategy and strategic plans for the next period.
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At XTB, cyclical meetings are held with employee representatives, during which proposals for regulatory
changes linked to changes in the Labour Code, changes in benefits, improvements in work organization are
discussed, and other suggestions and proposals from employees are presented for discussion with the
Management Board.
At the end of 2021 and the beginning of 2022, an anonymous global satisfaction survey of XTB employees was
conducted, within the framework of which it was possible to express opinions on such areas as training and
development, motivation, communication, work environment, productivity and management and relations.
In addition, employees had the opportunity to voice their opinions about their employer and provide free
conclusions. The results of the global satisfaction survey are published for the information of all XTB
employees.
As of January 2022, the return to hybrid work at XTB began, which was preceded by consultations with
employee representatives on the topics of changes to work rules and regulations for remote work, as well as
rules for the XTB office during the COVID-19 epidemiological emergency.
5.2 Ensuring diversity
Management approach to diversity
The XTB Group employees differ in talents, skills, character traits, personalities, experiences, personal
situations, views and other attributes. The XTB Group considers diversity, and equal treatment towards all
employees, authorities and key managers, to be fundamental due to the firm belief that diversity as a
fundamental value of modern society significantly affects the development, competitiveness and innovation
of the organization. This approach aims to fully utilize the potential of employees, their skills, talents, passions,
knowledge and qualifications.
The XTB Group creates an organizational culture focused on achieving the organization's goals by building
gender-, age- and qualification-diverse internal teams, which enables more effective problem solving, a better
working atmosphere, higher creativity of project teams and effective knowledge sharing. The XTB Group
employs employees who are diverse in terms of gender, age, education, qualifications, work experience,
nationality, ethnicity, religion, creed, irreligion, political beliefs, health status, psychosexual orientation, family
XTB S.A. Group
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status, lifestyle, place of residence, form, scope and basis of employment, and ensures that all employees are
respected, tolerated and treated equally in the workplace, and that a work environment is created that is
conducive to using these differences to the benefit of the organization.
Diversity management also involves incorporating into XTB's policies and procedures, provisions on anti-
discrimination, anti-bullying and other regulations setting standards for equal treatment, protection against
violence, harassment, or unjustified dismissal. The principles of equal treatment in employment are described
in internal documents, including, among others, in the work regulations, and are generally available to
employees.
In accordance with the anonymous whistleblowing procedure in place, all employees and co-workers are
required to respond if they witness the exclusion or stigmatization of co-workers.
As of 2021 XTB is a signatory to the Diversity Charter.
In 2022, no cases of discrimination, bullying or sexual harassment were found in the XTB Group. No human
rights violations were also identified during the above period.
Diversity policy with regard to members of the Company's Management Board
In terms of diversity in connection with the election of the Company's authorities, a Diversity Policy has been
adopted with respect to the Company's Management Board Members. XTB ensures a plurality of
qualifications and competencies in terms of education, work experience and skills of the selected personnel,
including managers, in order to guarantee comprehensive and reliable performance of the tasks assigned to
them. In addition, as part of the Diversity Policy, professional qualifications, reputation, work experience,
predisposition to perform the duties of the position or function, as well as diversity in terms of gender, age,
place of origin and education are taken into account during recruitment to the authorities. Members of XTB's
authorities are specialists in different areas of expertise and have diverse industry experience corresponding
to their current function. The individual competencies of the members of XTB's authorities complement each
other in such a way as to make it possible to ensure an appropriate level of collegial management in the
organization.
5.3 Employment structure
The average annual FTE employment at the XTB Group was 659 in 2022 and 562 in 2021.
Given the XTB Group's business model, the main groups of people employed are IT specialists and people in
customer support areas.
Below are the employment figures as of the end of 2021-2022.
Criterion
XTB Group
2022
2021
Employment
contract
(per FTE)
up to 30 years of
age
total
297
266
women
88
93
men
209
173
30-40 years of age
total
333
284
women
110
82
men
223
202
40-50 years of age
total
71
42
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women
22
11
men
49
31
over 50 years of
age
total
10
5
women
2
0
men
8
5
Employment
contract for an
indefinite period
(per FTE)
up to 30 years of
age
total
206
179
women
66
57
men
140
122
30-40 years of age
total
286
262
women
96
73
men
190
189
40-50 years of age
total
63
41
women
20
11
men
43
30
over 50 years of
age
total
9
4
women
2
0
men
7
4
other (contract
of mandate)
total
other
(contract of
mandate)
18
up to 30 years of
age
total
39
17
women
10
4
men
29
13
others
0
1
The greatest diversity of employment, understood as the variety of functions and positions held, takes place
in the Parent Company at XTB Headquarters. People employed at subsidiaries and branches are those mainly
responsible for supporting sales processes on local markets.
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The shares of the key categories of positions and functions occurring at XTB Headquarters, i.e.
excluding branch operations, which is characterized by the greatest diversity of employment, are
presented below.
Area/position
2022
2021
IT area
41%
39%
sales area
4%
3%
customer service area
24%
24%
other specialized positions
15%
13%
managerial positions
10%
14%
director positions
6%
7%
*the number of persons employed in a given area in relation to the number of persons employed at XTB
Headquarters, expressed in %.
Below is information on employee turnover.
Criterion
XTB Group
2022
2021
admissions of
employees
up to 30 years
of age
total
155
139
women
42
47
men
113
92
30-40 years of
age
total
76
54
women
33
21
men
43
33
40-50 years of
age
total
9
7
women
5
3
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men
4
4
over 50 years of
age
total
1
0
women
0
0
men
1
0
departures of
employees
up to 30 years
of age
total
53
68
women
16
23
men
37
45
30-40 years of
age
total
47
41
women
8
12
men
39
29
40-50 years of
age
total
11
2
women
3
2
men
8
0
over 50 years of
age
total
2
1
women
0
0
men
2
1
including in
connection
with the
acquisition of
pension rights
total
0
0
women
0
0
men
0
0
Employee turnover rate *
2022
2021
Total
17,3%
20,0%
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Women
13,2%
22,2%
Men
19,1%
19,4%
* the number of employees who left divided by the average of the sum including the initial and final number
of employees in the period
The following is a summary of information on the XTB Group's cooperation under civil contracts.
Criterion
XTB Group
2022
2021
civil contracts
number of civil contracts
at the end of the period
total
38
54
number of civil contracts
concluded during the
period
total
54
50
number of civil contracts
terminated/ended during
the period
total
31
33
In 2022, the XTB Group employed 3 people with disabilities.
In 2022, the XTB Group cooperated on the basis of employee outsourcing within the equivalent of 15 FTEs.
No labour unions were established in any of the XTB Group companies. At XTB's headquarters in Poland,
employee representatives were appointed in accordance with labour laws.
There were no industrial disputes in 2022.
In 2022, there were three occasions when a woman, after giving birth and returning to work, resigned from
her job within 12 months of returning to work.
Given its business model, the XTB Group does not envisage hiring employees from economically weaker
countries to perform so-called low-cost tasks. The principle is to ensure equality of employment rules for
similar positions. Thus, even if an employee comes from an economically weaker country, he or she is
employed on equal terms as employees from Poland, the EU, or other regions of the world.
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5.4 Employment conditions
Remuneration system
According to the internal remuneration system, employees receive remuneration for 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. The internal remuneration regulations specify the terms and conditions of
remuneration for work and work-related benefits and the conditions of their award.
At XTB, the system of remuneration, reassignment and promotion of employees is implemented by creating
sustainable mechanisms to motivate employees to increase the quality and efficiency of their work. Due to
the desire to enrich the remuneration system with non-wage solutions and the constant effort to increase the
integration and identification of employees with the company, people employed at XTB Headquarters are
covered by a package of additional benefits. The remuneration/promotion system is built in cooperation with
the directors of XTB Headquarters' departments by the Human Resources Department. The system of
employee remuneration and the scope of non-wage benefits in branches is set by branch directors in
cooperation with regional directors.
The promotion, incentive and bonus policy takes into account the full-time needs, planned budgets of head
office/foreign branch departments and funds allocated for human resources, as well as employee
qualifications and performance evaluations.
The general principles of the remuneration policy aim to ensure the consistency of the system of
remuneration and additional benefits for employees with the implementation of the long-term development
strategy and taking into account the costs adopted in the financial plan, while maintaining compliance with
risk management and operational stability.
Gender Pay Gap Ratio
In terms of remuneration, the Company applies market principles, i.e. it makes the level of employees'
remuneration dependent, in particular, on their knowledge, professional experience and substantive
contribution to the development of the Company.
The organization conducts a periodic analysis of the development of men's and women's remunerations in
each Department. If discrepancies are detected, the Department Director is consulted and corrective
measures are taken if necessary.
Below is presented information on the Gender Pay Gap Ratios (GPGR) for XTB Headquarters. The Company
presents the ratios for XTB Headquarters bearing in mind the greatest diversity of positions at XTB
Headquarters compared to other organizational units, i.e. foreign branches and subsidiaries, which are
dominated by people employed in sales positions.
The GPGR is calculated as a percentage as the absolute value of the difference of the quotient of the average
monthly remuneration of women divided by the average monthly remuneration of men and the number 1.
The ratios are presented taking into account base remuneration and base remuneration plus additional
benefits, respectively.
XTB Headquarters
2022
2021
GPGR
(based on base
remuneration)
Employees in managerial positions
19%
12%
Employees in director positions
1%
1%
Employees in positions other than the above
14%
19%
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GPGR
(base remuneration
plus additional cash
benefits, awards, etc.)
Employees in managerial positions
10%
15%
Employees in director positions
14%
6%
Employees in positions other than the above
19%
12%
The Company explains that approx. 37% of the people employed at XTB Headquarters are IT employees (in
particular, programmers) for whom the amount of remuneration as well as the dominant share of the male
gender in this category results in a wage gap in the level of wages between men and women. High
remunerations in this professional group are related to wage pressure in the labour market and the need to
attract and retain high-class specialists in this area. However, this relationship is typical of the IT industry and
does not apply only to XTB.
With the above in mind, the aforementioned ratios are presented excluding IT employees.
XTB Headquarters excluding IT Department
2022
2021
GPGR
(based on base remuneration)
Employees in managerial
positions
10%
0%
Employees in director
positions
0%
0%
Employees in positions other
than the above
0%
8%
GPGR
(base remuneration plus additional
cash benefits, awards, etc.)
Employees in managerial
positions
9%
8%
Employees in director
positions
0%
7%
Employees in positions other
than the above
9%
6%
The difference in the size of the ratio based on base remuneration compared to base remuneration plus
additional benefits is mainly related to the higher share of male employees in the Trading Department and
Sales Department in which additional benefits (i.e., bonuses and incentives in particular) are higher than the
corresponding benefits in administrative positions.
The ratio of the Company's lowest emoluments (on a full-time basis) to the average remuneration of members
of the Management Board was approximately 0.07 in 2022.
Non-wage benefits
Below is information on non-wage benefits available at the Company.
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• private medical care - available to persons cooperating with the Company under both employment
contracts and contracts of mandate;
• reimbursement of the cost of corrective glasses - available to Company employees;
• Christmas vouchers - available to employees;
• vacation leave subsidies - available to employees;
• MyBenefit platform and Multisport Package - available to persons cooperating with the Company
under both employment contracts and contracts of mandate;
• group life insurance - available to employees;
• additional paid leave day for birthdays - available to employees;
• an additional day of paid leave for care for young parents - available to employees;
• days off for volunteer services-available to employees;
• meal subsidies - available to employees.
The scope and form of non-wage benefits at subsidiaries are adapted to local conditions and standards in the
area of employee compensation and include, for example, additional medical benefits, group insurance or
Christmas gifts.
Health promotion
In 2022, XTB held flu vaccinations for company employees for the twelfth time. Employees who did not
participate or could not take the vaccination at the XTB office on a given date had the opportunity to be
vaccinated free of charge within the framework of their medical subscription at a selected healthcare
provider's facility.
XTB is strengthening employee awareness of environmental protection and health promotion. The promotion
of health care is carried out by promoting actions such as European Breast Cancer Day and Movember -
organizing webinar meetings with specialists in preventive health care, as well as organizing a series of
internal first aid training courses for employees and blood donation campaigns.
In addition, XTB finances projects related to the promotion of sports activities among employees, supporting,
among others, the XTB team playing in a business soccer league or the XTB Running Team. In addition, XTB is
organizing the XTB Challenge sports challenge, the SKYBIKE and Rak'n'Roll Foundation cycling event, healthy
lifestyle webinars in cooperation with Multisport, and participating in the Operation - Two Hours for the
Family, promoting the work-life balance approach.
There are plans to introduce a Day for Health for XTB employees, during which they will be able to perform
the most relevant preventive examinations and increase their involvement in promoting more sports.
Satisfaction survey
Satisfaction surveys are conducted once a year for the entire XTB Group. For the purposes of this survey,
information is collected through anonymous surveys completed online by employees. The satisfaction survey
report is made available to all employees.
5.5 Employee development
Management approach
XTB emphasizes the creation of favourable conditions toward long-term professional development of
employees and continuous improvement of professional skills. Creating the right conditions for employee
development is aimed at efficient use of human resources and ensures professional performance of duties
and completion of assigned tasks. The planning and development of an employee's career is considered both
in the context of his or her personal development and XTB's requirements for the desired competence and
qualification of staff.
Funds for qualification enhancement are included in the budgets of individual XTB departments. In foreign
branches, the training budget is set by the branch director. Employees are delegated to training by their
immediate supervisor as required for upgrading their education.
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XTB promotes employees' desire to acquire specialized qualifications by reimbursing the costs of successfully
passing examinations, e.g. obtaining broker, investment advisor, CFA licenses etc.
External training
The main categories of training include:
• technical (in the IT area);
• specialized (concerning the expansion of professional knowledge, including postgraduate studies,
CFA, ACCA, MBA, ICA, course preparing to pass a broker's license, etc.);
• soft skills training;
• language training (tuition subsidies, reimbursement for courses, access to the eTutor e-learning
platform for online foreign language learning).
In 2022 at XTB Headquarters:
• 6 persons took part in subsidized study and post-graduate studies (subsidies were maintained for
employees who continue their studies in subsequent semesters, so it is planned to participate in the
cost of education in future years as well);
• 49 persons took part in thematic conferences;
• 94 persons took part in technical training (in the IT area);
• 134 persons took part in specialized training courses;
• 6 persons benefited from subsidized language courses;
• 48 persons used the eTutor e-learning platform for online foreign language learning - 279 training
hours were used within this platform.
In 2022, a total of more than 100 training courses were conducted within the XTB Group, including IT technical
training, specialized training, language-related training, and soft skills training. In 2022, a total of about 520
people were trained in the XTB Group (about 1/3 women and 2/3 men) and about 5,000 training hours were
dedicated to training (of which about 1/3 dedicated to women and 2/3 dedicated to men).
In 2022, 4 XTB employees used training leave.
In addition, webinars on cancer prevention, healthy living and responding to emotions in a war situation in
Ukraine were conducted for employees in 2022. A first aid course was also conducted, which was attended
by 89 employees.
Internal training system
XTB exercises due diligence to ensure that employees have a level of knowledge and competence adequate
to the scope and nature of their activities to comply with relevant legal requirements and recommendations
of the supervisory authority, ethical standards, and that they act in accordance with the principles of fair
trading and in the best interests of the customer or potential customer.
The principles of the training system are described in the dedicated Procedure for conducting educational
training and confirming the knowledge and competence of employees.
Within XTB, from the point of view of training criteria, authorized and unauthorized employees for whom
dedicated training platforms have been made available have been distinguished.
Authorized employees are employees authorized to provide customers or potential customers with
information about brokerage services provided by XTB and financial instruments offered by XTB. Authorized
employees are employed in the Global Customer Support Department, Analysis Department, Customer
Services Department, Sales Department and External Partner Cooperation Department and are absolutely
obliged to participate in a mandatory educational program.
Authorized employees are further required to:
• regularly participate in additional educational training on the rules and procedures of brokerage
services provided by XTB in connection with changes in laws or the introduction of new regulations
applicable to XTB's operations,
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• regularly participate in additional educational training provided by XTB on the features and
characteristics of financial instruments offered by the Company or introduced to XTB's offerings,
• join the annual review of knowledge and competence of authorized employees prepared and
conducted and complete it with a positive result.
If an authorized employee fails to take part in the review of knowledge and competence, which shall be
considered a grave violation of employee duties, this may result in the authorized employee's inability to
continue working for XTB.
Unauthorized employees are also obliged to participate in the educational program for newcomers. Training
materials are automatically provided in such a situation by the educational platform in the first days of work.
In addition, at XTB Headquarters, the HR Department conducts "First Day at XTB" training; this is an induction
training on the first day of work for all new employees, including interns and employees employed under
contracts of mandate. In 2022 287 people participated in the implementation training.
Employee evaluation system
The employee evaluation system is an important area of human resources management at XTB. Obtaining
reliable information for the formulation of an employee's performance appraisal, which takes into account
the employee's competence, capabilities, motivation and contribution to the performance of tasks, is an
important element of the Human Resources Policy.
Evaluations are carried out in order to:
• improve the quality and efficiency of XTB's employees;
• provide feedback to employees on how their work is evaluated;
• record and promote achievements;
• increase employee motivation;
• identify and analyse possible problems, errors in the performance of duties;
• enable the supervisor to make rational personnel decisions, including planning the individual
professional development of the employee (posting for training).
Evaluations are carried out in an objective, professional and reliable manner, so that they reflect the actual
level of performance of duties and work provided by the evaluated employee. Employees are subject to
permanent, ongoing evaluation conducted by direct supervisors and periodic evaluations. Continuous
evaluation is carried out by the immediate supervisor and serves to inform subordinates about the quality of
their work and the degree to which they fulfil the duties imposed on them. It is carried out in the form of
routine and cyclical communication between the employee and his immediate supervisor. Periodic employee
evaluations are carried out on a quarterly or annual basis depending on the department and position.
Quarterly evaluation of employees is carried out, among others, by supervisors of the Customer Service,
Trading and Sales Departments.
Annual evaluation applies to employees of other departments, senior employees and managers, who are
evaluated by their immediate supervisor.
Development
Review program
- career planning
A Development Review program has been introduced at XTB to support career planning, acquisition of
necessary knowledge and new competencies.
In 2022, the "Your Next Best Step" survey was conducted twice to provide support in career development
within the organization. The results of the survey help plan development paths and facilitate reaching
employees with relevant career proposals.
Internship programs
As part of the implementation of one aspect of its diversity policy, XTB hires students and graduates from
universities with different professional profiles for internships and placements. XTB has launched an
internship program called the IT Academy. The IT Academy is aimed at spreading the knowledge that XTB is
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not just a brokerage house, but primarily a FinTech organization, where proprietary IT products are developed
based on various technologies. XTB periodically recruits candidates for programming internships, who, after
going through an implementation period under the guidance of a mentor, join selected teams using
innovative technologies. In addition to the IT Department, internships at XTB Headquarters were carried out
in the Analysis, Trading, Controlling, Sales Departments.
At XTB Headquarters, internships are implemented throughout the year. During 2022, a total of 48 interns
completed internships at XTB Headquarters. The largest number of internships was carried out in the IT
Department, where 37 people participated in the IT Academy program.
Internship programs are also carried out in foreign branches, but due to the scale of operations of individual
branches, cooperation in this area usually involves one or two interns - mainly in the marketing and sales
departments.
6. Occupational health and safety
From January to September 2022, there was a systematic return of individual departments to work from the
office. The implementation of hybrid (partially stationary) work was preceded by consultations with employee
representatives and the occupational physician, during which the adopted safety measures specified were
considered sufficient. In doing so, the principle was introduced that the number of people working stationary
in the office and the number of people doing remote work depends on the internal decision of the director of
the respective department.
Taking into account, among other things, the still large share of remote work and concern for the mental and
physical condition of employees, webinars were conducted in February and March 2022 to promote
prophylaxis in the field of healthy lifestyle, i.e. a series of 3 online meetings with experts on the following
topics: training, diet and motivation.
At XTB, an information policy encouraging immunization was adopted in 2020, which was also implemented
in 2021 and continued in 2022.
In 2022, there were no accidents at work or accidents equated to accidents at work in the XTB Group.
XTB has had an Occupational Health and Safety Committee established in accordance with applicable
regulations since 2018.
There are no conditions of exceeding maximum permissible concentrations (MPC) or maximum permissible
intensities (MPI) with individual workplaces, as well as no workplaces for which the level of assessed
occupational risk is unacceptably high.
There are also no cases of occupational disease identified in 2022.
7. Environmental aspects
Environmental impact
Given the nature of its business based primarily on IT and office
operations, the XTB Group does not identify any significant impact
on environmental aspects.
In providing services, XTB uses IT infrastructure, office supplies and
electricity. The waste generated is mainly IT equipment and
municipal waste.
Thus, the XTB Group's operations are characterized by a relatively
low environmental impact. These activities do not cause significant
emissions, do not generate a significant amount of waste, nor does
the XTB Group consume significant raw materials and materials.
The leased office space is located in urban locations, largely in
business centres - these locations are not protected areas from the
point of view of biodiversity. Subject to the waste generated in the
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course of operations, the individual locations do not generate any particular negative impact on the
environment.
Nevertheless, XTB undertakes a number of initiatives related to environmental protection, including, among
others:
• initiatives related to the energy efficiency of the infrastructure used,
• digitization of documents,
• reducing waste production and segregating and recycling,
• employee education - the Natural Investment program,
• new company headquarters - as of January 2022, XTB's headquarters is located in a new location
awarded with a sustainable construction certificate - the building of XTB's new headquarters was
designed with care for ecology, which is confirmed by a BREEAM Certificate at Excellent and 100% of
the energy used by the Skyliner comes from renewable energy sources,
• monitoring and calculation activities and initiatives to reduce the organization's carbon footprint.
Waste
The waste generated is classified as usable waste and mainly
includes packaging and typical office waste. Due to the small scale
of waste generated, XTB Group companies were not required to
make an entry in the waste database register.
Waste segregation is carried out in the offices. Appropriate
garbage cans for segregation, along with full introductory
information on how to properly segregate waste, are placed in
kitchens.
Waste electronic equipment is regularly sent for recycling. Mainly
desktop computers, laptops, monitors, phones and printers are
sent for recycling. On the other hand, replaced computer
equipment that is still usable is donated to charity.
Environmental education program
XTB has introduced an environmental education program for XTB employees called Natural Investment. This
program is designed to increase XTB's environmental awareness, creating a friendly workplace that attaches
importance to caring for the environment and the efficient use of natural resources.
The program aims to encourage employees to adopt green behaviour in the workplace, which at the same
time can translate into the application of good habits in daily life.
The program specifies a number of measures to reduce environmental impact, including, among others:
• conserving water and electricity by placing notices in specific locations around the office to remind
people to turn off lights, conserve water, etc;
• reducing printing and copying of documents, etc., by periodic mailings and placing information at
printers reminding them to save paper;
• segregating trash in common areas of the office with full segregation instructions. Special trash
segregation garbage cans are placed in kitchens;
• collecting wastepaper;
• collecting used batteries in a special container located in each kitchen, which are then transferred to
the appropriate collection point;
• collecting plastic caps and donating them to the appropriate collection point or to support charitable
causes;
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• promoting green days, such as car-free day, by posting specific information in common areas of the
office;
• stop for food waste - sharing food in refrigerators, monitoring discarded food;
• gradually replacing traditional flipcharts with erasable whiteboards;
• replacing plastic kitchen accessories with biodegradable and compostable ones;
• eliminating plastic cups at water dispensers;
• reducing disposable accessories in the procurement process;
• increasing the number of plants in office spaces.
The priority is to implement all the solutions covered by the program at XTB's new headquarters in Warsaw.
XTB's goal in the environmental area is to continuously raise environmental awareness among employees. It
is planned to expand the Natural Investment program to branches and subsidiaries in order to achieve
consistency in environmental policies at the workplace.
Fuel and electricity consumption
Sources of direct fuel consumption include company cars and generators.
Below is information on the direct consumption of fossil fuels at the XTB Group.
Type of fuel
UNIT
2022
2021
diesel
t.
2,51
1,79
petrol
1,50
0,89
The most significant sources of electricity and heat consumption are offices and the server room. Below is
information on the direct consumption of electricity and heat at XTB Group.
Type of energy
UNIT
2022
2021
electricity
MWh
GJ
1 016,21
385,0
thermal energy
319,1
4 374,8
Significant changes in the structure of electricity (increase) and thermal energy consumption (decrease)
compared to the previous year are related to the change of headquarters. Since January 2022, XTB's
headquarters has been located in a new location awarded a sustainable building certificate. In addition, the
increase in electricity consumption is related to the increase in the scale of operations in Poland expressed
through an increase in rental space and the number of employees.
XTB S.A. Group
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Climate-related issues
The nature of XTB's core business in the form of providing financial
services (online trading in financial instruments) and delivering
technological solutions means that from the point of view of the
impact on the environment, including climate change, XTB's
operations can be characterized as typical office and IT infrastructure
maintenance activities for which the most significant area of impact
is the consumption of purchased energy.
With the above in mind, the impact of its operations on greenhouse
gas emissions is significantly limited compared to industries such as
manufacturing, construction or energy.
XTB's intention, however, is to take measures to systematically reduce
its carbon footprint and ultimately achieve climate neutrality for the
organization.
Achieving the above is planned in particular through:
• initiatives to reduce energy intensity, including, in particular, those relating to its IT infrastructure,
• use of electricity from renewable sources,
• long-term cooperation in the area of increasing tree stands,
• more efficient management of resource consumption.
The XTB Group identifies impacts on the climate area in the following areas:
• impact on greenhouse gas emissions from direct fuel consumption,
• indirect impact related to consumption of purchased electricity and heat,
• indirect impact related to the activities of providers,
• education of employees and co-workers on climate awareness.
At the same time, climate issues are having (or may have in the future) an impact in the following
areas:
• legislative changes imposing obligations to incur capital expenditures that reduce the energy
intensity of IT infrastructure;
• impact on its product offerings in terms of instruments used for climate risk management;
• the possibility of increased local severe weather events that may affect the physical destruction of
office locations and IT infrastructure;
• rising electricity and heat prices.
Below is information on greenhouse gas emissions of which the XTB Group is a source.
The sources of emission factors for Poland were publications of KOBIZE (National Balancing and Emission
Management Centre), and the Energy Regulatory Office. The sources of emission factors for other countries
were in particular the UK Government Conversion Factors (Defra) compilation.
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Unit
2022
2021
Emissions from fuel consumption
(Scope 1)
Mg CO2e
11,9
7,9
Emissions from energy consumption
(Scope 2)
705,2
560,9
Total emissions (Scope 1 and 2)
717,1
568,8
Climate issues have so far not been included in the XTB Group's decision-making processes. The impact of
core operations (which also includes product offerings and the source of revenue and cost generation) on
climate issues can be considered insignificant compared to the impact of an organization of similar scale
operating in a traditional industry or construction sector. However, XTB's intention is for the reduction of
environmental impact (including climate in particular) to become one of the basic criteria taken into account
when making decisions in the area of business support and administration.
The intention is also to include climate risk in the risk management system operating at the XTB Group level.
At the same time, the following actions are planned:
• monitoring the carbon footprint for the organization ultimately in three scopes;
• as a long-term initiative, to cooperate with an external organization that will plant trees and take care
of the forest in cooperation with XTB employees;
• systematically reducing paper consumption;
• building environmental awareness among employees as part of further initiatives of the Natural
Investment program and business partners by including the ESG area in the Company's business
strategy.
Water consumption
Water supply and wastewater collection are handled by local municipal entities in accordance with contracts
with building owners. Due to the location of the headquarters and offices in office buildings, the Group
companies use only water from waterworks. Total water consumption in 2022 at the XTB Group was
approximately 836 m3.
8. Impact of COVID-19 on the XTB Group
In March 2020, the World Health Organization declared that the disease caused by the COVID-19 coronavirus
could be described as a pandemic. As the disease is increasingly spreading around the world, countries are
taking numerous measures to limit or delay its spread. The Management Board of XTB S.A. does not identify
the impact of the COVID-19 pandemic on the Group's operations.
9. Impact of Russia’s invasion of Ukraine in the Group’s results
On February 24, 2022, Russian troops crossed the eastern, southern and northern borders of Ukraine
attacking Ukrainian territory.
In connection with the above, XTB undertook a number of charitable activities directed at supporting Ukraine
and its citizens.
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In particular, the following actions were taken:
• As a signatory of the Diversity Charter, XTB signed the "Statement of the Forum for Responsible
Business on the War in Ukraine"
• XTB made a donation of PLN 500,000 to UNICEF Poland for relief efforts in Ukraine
• XTB made a donation of PLN 500,000 to Polish Humanitarian Action for relief efforts in Ukraine
• XTB organized an auction for the SOS Ukraine goal of the Polish Humanitarian Organization, where
MMA gloves signed by Joanna Jędrzejczyk were auctioned for PLN 4,250
• XTB participated in the auction of a bottle of Cantillon Brewery from Belgium organized by the
Cooperative Brewery, the item was auctioned for 4,000 PLN, the amount was paid directly to the
Polish Humanitarian Action as a donation to Ukraine
• XTB provided refugees from Ukraine with a total of several computers (laptops and desktop
computers).
10. EU Non-Financial Taxonomy
Contextual information - ratios for non-financial companies
Regardless of the disclosures on the Non-Financial Taxonomy dedicated to investment firms, for the purposes
of this report, an analysis of the share of compliant and non-compliant business activities in the EU Non-
Financial Taxonomy systematics in total turnover, capital expenditures and operating expenditures was
carried out, as well as adequate qualitative information insofar as it relates to the above-mentioned ratios for
fiscal year 2022. The presented ratios simultaneously relate to systematics related to climate change
mitigation and climate change adaptation.
With regard to the presented ratios, compliance with the Taxonomy was assessed for the first time. The Group
does not have comparative data for 2021 insofar as it relates to compliance with the Taxonomy.
The Group has not yet developed or implemented the plan referred to in Section 1.1.2.2. of Annex 1 to
Commission Delegated Regulation (EU) 2021/2178 of 6 July 2021 supplementing Regulation (EU) 2020/852 of
the European Parliament and of the Council by specifying the content and presentation of information to be
disclosed by undertakings subject to Articles 19a or 29a of Directive 2013/34/EU concerning environmentally
sustainable economic activities, and specifying the methodology to comply with that disclosure obligation
(Regulation 2178). The XTB Group does not have equity investments accounted for in joint ventures, in
accordance with IFRS 11 or IAS 28. For the purposes of calculating individual ratios, double recognition of the
items in question was avoided by assigning the item only separately to expense items or capital expenditures.
For the purpose of calculating non-financial ratios, no disaggregation of data was performed. For none of the
activities included in the Taxonomy was production for so-called own consumption.
a) turnover ratio
Turnover ratio - percentage of turnover compliant with systematics
Value of revenues (PLN
thousand)
Proportion of revenues (%)
Business activities compliant
with systematics
0
0.0%
Business activities non-
compliant
with systematics
PLN 1,444,249 thousand
100.0%
SUM
PLN 1,444,249 thousand
100.0%
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For the turnover ratio:
● the basis was the Group's total consolidated revenues in 2022 as disclosed in the consolidated financial
statements, i.e. PLN 1,444,249 thousand;
● for the purposes of the analysis of the numerator, no revenues were identified from the sale of
products and provision of services related to the XTB Group's activities included in the EU Non-Financial
Taxonomy.
The XTB Group companies did not issue green bonds or debt securities to finance certain identified business
activities compliant with systematics.
b) capital expenditures ratio
Capital expenditures ratio - percentage of capital expenditures compliant with systematics
Capital expenditures (PLN
thousands)
Proportion of capital
expenditures (%)
Business activities compliant
with systematics
PLN 0 thousand
0,0%
Business activities non-
compliant
with systematics
PLN 41,771 thousand
100%
SUM
PLN 41,771 thousand
100,0%
For the capital expenditures ratio:
● the basis was capital expenditures in the XTB Group in the total amount of approximately PLN 41,771
thousand calculated on the basis of the IAS/IFRS provisions indicated in the annex to Regulation 2178;
● for the purposes of the numerator analysis, capital expenditures related to business activities included
in the EU Non-Financial Taxonomy were identified in the amount corresponding to the equivalent of
approximately PLN 297 thousand and were related to the business activity;
● expenditures classified as included in the Taxonomy do not meet the compliance criteria provided for
this type of business activity.
The capital expenditures classified as included in the Taxonomy represent investments including property,
plant and equipment (means of transportation) financed by leasing and related to activities included in
Section 6.5 of the Taxonomy related to climate change mitigation and adaptation. The capital expenditures in
question have been recognized in accordance with the provisions of IFRS 16 Leases Section 53(h).
The XTB Group has not adopted the capital expenditure plan referred to in Item 1.1.2 of Annex 1 to Regulation
2178. The Group companies have not issued green bonds or other securities to finance certain identified
capital expenditures compliant with systematics.
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c) operating expenditure ratio
Operating expenditures ratio - percentage of operating expenditures compliant with systematics
Investment operating
expenditures (PLN thousands)
Proportion of operating
expenditures
Business activities compliant
with systematics
0
0,0%
Business activities non
compliant with systematics
PLN 57,461 thousand
100,0%
SUM
PLN 57,461 thousand
100,0%
For the operating expenditures ratio, an analysis of the component items of operating expenditures was
carried out in accordance with the definition of the EU Non-Financial Taxonomy, as a result of which the
denominator value for the turnover ratio was calculated at approximately PLN 57,461 thousand. The
aforementioned value consists, in particular, of non-capitalized research and development costs in the total
amount of approximately PLN 56,789 thousand, which corresponds to approximately 99% of the value of
identified operating expenditures, as well as expenditures related to the day-to-day operation of the Group's
fixed assets and keeping them in proper condition (in particular, costs related to repairs and renovations or
cleaning costs) in the total amount of approximately PLN 671 thousand.
Taking into account the XTB Group's business model of providing products, services and technological
solutions for trading in financial instruments, and the fact that the value of the identified operating
expenditures is considered insignificant from the point of view of the scale of the XTB Group's operations, for
the purposes of calculating the operating expenditures ratio, the possibility of assigning a value equal to zero
to the numerator of this ratio was used.
The tables of results for the ratios of turnover, capital expenditures and operating expenditures, respectively,
are included in Section 15 of this non-financial report.
At the same time, bearing in mind that the XTB Group's activities are not related to natural gas and nuclear
energy (and therefore the XTB Group's activities do not qualify for the activities indicated in Commission
Delegated Regulation (EU) 2022/1214 of 9 March 2022 amending Delegated Regulation (EU) 2021/2139 as
regards economic activities in certain energy sectors and Delegated Regulation (EU) 2021/2178 as regards
specific public disclosures for those economic activities, the presentation of the tables included in Annex III to
the aforementioned Regulation was waived.
Contextual information - ratios for investment firms
Article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the
establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088
(the "Taxonomy") provides for the publication by investment firms of information on how and to what extent
their activities are related to and compliant with business activities that qualify as environmentally sustainable
under Articles 3 and 9 of the aforementioned Regulation.
In turn, Article 10 of Commission Delegated Regulation (EU) 2021/2178 of 6 July 2021 supplementing
Regulation (EU) 2020/852 of the European Parliament and of the Council by specifying the content and
presentation of information to be disclosed by undertakings subject to Articles 19a or 29a of Directive
2013/34/EU concerning environmentally sustainable economic activities, and specifying the methodology to
comply with that disclosure obligation, provides for simplification of the scope of disclosures for financial
companies. The simplification of disclosures is applicable for 2023 information. The introduction of the
aforementioned disclosures is aimed at preparing financial enterprises for future reporting of key
performance indicators.
Due to the simplification of the disclosures mentioned above, the disclosures indicated in Annex VII and the
template constituting Annex VIII of Regulation 2021/2178 are not applied for investment firms.
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Thus, the Issuer presents and provides explanations on certain data related to its portfolio of assets related
to transactions for its own account. Information on investment activities other than those related to the
conclusion of transactions on own account is not presented.
The Issuer deems it appropriate to clarify that, given the specific business model of the XTB Group, which
includes operating on the FOREX market, the key disclosure ratios related to its asset portfolio resulting from
the proprietary trading activity of concluding transactions on its own account, differ significantly from the
significance of such data for other financial companies and investment firms.
This is because, in particular, it should be pointed out that while XTB has a portfolio of financial assets, this
portfolio of assets does not have the character of a classic investment portfolio. The XTB Group is not in the
business of financing business activities or investment projects. Instead, given the XTB Group's business
model, income of an operational nature is generated from its portfolio of financial assets. The result from
financial assets measured at fair value through profit or loss represents the result on financial instruments
from transactions with customers and brokers.
Below is information on the portfolio of assets at fair value through profit or loss. The assets included in this
portfolio correspond to assets invested as part of the investment firm's activities related to the conclusion of
transactions on own account.
As of 31.12.2022
(IN PLN THOUSAND)
Share in total Group
assets (%)
Share in financial
assets at fair value
through profit or
loss
Derivatives -contracts for
differences (CFDs)
470 151
11,4%
55,8%
Debt instruments
(treasury bonds)
362 074
8,8%
43,0%
Shares and ETFs
10 284
0,2%
1,2%
Total assets invested in
the investment firm's
activities related to the
conclusion of
transactions on own
account
842 509
20,5%
100%
Total assets
(balance sheet total)
4 114 323
100,0%
n/a
The structure of the portfolio of financial assets indicated above consists of:
• derivatives - for which the percentage of total assets invested within the framework of investment
firms' activities related to the conclusion of transactions on their own account of exposures, referred
to in Article 7 (2) of Regulation 2021/2178, i.e. derivatives, is 55.8%,
• treasury bonds - for which the percentage of total assets invested in the framework of investment
firms' activities related to the conclusion of transactions on their own account of exposures, referred
to in Article 7 (1) of Regulation 2021/2178, i.e. exposures to central governments, central banks and
supranational issuers, is 43.0%.
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The remainder of XTB's asset portfolio consists of shares and ETF (Exchange Traded Fund) units. The shares
and ETF units held account for about 1.2% of the aforementioned portfolio and 0.2% of total assets. The
shares that are in the portfolio in question are collateral for the purchase of a so-called synthetic share by an
XTB customer. Thus, the composition of the share portfolio is mainly driven by the structure of orders received
from customers and brokers. The composition of the share portfolio held is adjusted on an ongoing basis to
subsequent customer orders. Accordingly, at no stage of the formation of the portfolio in question does the
Issuer evaluate or consider aspects that would be related to the eligibility or compliance of the assets in
question from the perspective of the Non-Financial Taxonomy. The above significantly distinguishes the XTB
Group's portfolio of assets from the credit portfolio of a credit institution or the investment portfolio of an
investment fund or analogous entity. In practice, the composition of the portfolio of non-financial assets
within the XTB Group may change on a daily basis, significantly and unintentionally. Therefore, the structure
of the portfolio, especially the share portfolio, is almost random in terms of the eligibility of the activities of
individual issuers to the Non-Financial Taxonomy.
It should be pointed out, at the same time, that the technical process of detailed analysis of eligibility with
respect to the issuers of individual shares in the portfolio at the end of the reporting period from the point of
view of the KPI for non-financial companies would require a significant amount of work. This, in turn, would
have to be assessed as an inadequate measure from the perspective of the XTB Group's operations and its
business model in relation to the potential level of utility of the calculated ratios for other market participants.
Consequently, for the purpose of disclosures for 2022, the Issuer has assumed that the exposure (percentage)
of total assets invested in the investment firms’ activities related to the conclusion of transactions on own
account against:
• business activities non-eligible for systematics is 100%,
• business activities eligible for systematics is 0%.
Taking into account the assumption made regarding the non-eligibility of assets for systematics, the Issuer
also assumed that the percentage of total assets of the exposure referred to in Article 7 (3) of Regulation
2021/2178, i.e. exposure to companies that are not subject to the obligation to publish non-financial
information in accordance with Article 19a or 29a of Directive 2013/34/EU, is 0%.
The XTB Group is disclosing the above information for the first time. The Issuer explains that so far compliance
with Regulation 2020/852 has not been taken into account with regard to business strategy, product design
process and cooperation with customers and counterparties. The XTB Group does not engage in third-party
financing activities.
At the same time, the Issuer indicates that in 2023, analyses will be carried out on the mode of aggregation,
presentation and usability of data provided for disclosures by investment firms in accordance with the target
scope of disclosures provided for in Article 10 of Regulation 2021/2178.
Minimum guarantees
According to Article 3 of the EU Non-Financial Taxonomy Regulation1, for the purposes of determining the
extent to which an investment is environmentally sustainable, an economic activity qualifies as
environmentally sustainable if the activity: (i) makes a significant contribution to one or more of the
environmental objectives set forth in Article 9 in accordance with Articles 10-16 of the Regulation; (ii) does not
cause serious harm to any of the environmental objectives set forth in Article 9 in accordance with Article 17
of the Regulation; (iii) is carried out in accordance with the minimum guarantees set forth in Article 18 of the
Regulation; and (iv) meets the technical qualification criteria that were established by the Commission in
delegated acts to the EU Non-Financial Taxonomy Regulation.
The minimum guarantees are, on the other hand, the procedures followed by the business enterprise to
ensure compliance with the OECD Guidelines for Multinational Enterprises (the "OECD Guidelines") and the
UN Guiding Principles on Business and Human Rights, including the principles and rights set forth in the eight
fundamental conventions identified in the International Labour Organization's Declaration on Fundamental
Principles and Rights at Work and the principles and rights set forth in the International Bill of Human Rights.
In applying the procedures referred to above, companies comply with the "do no serious harm" ("DNSH")
principle referred to in Article 2(17) of the SFDR2.
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The Company's examination of compliance with the minimum guarantees was carried out by taking into
account, among other things, an assessment of the degree of implementation of the six due diligence steps
referred to in the OECD Due Diligence Guidelines for Responsible Business Conduct. The assessment was
made after first analysing the risk of a negative effect on individual principles, values and rights, and evaluating
the seriousness of individual issues. The analysis omitted those risks to which the XTB Group contributes on
a small scale or slightly contributes to their occurrence. In the course of the study, the conclusions of the
Platform Report3 and the TEG Report4 were also applied, with conclusions and interpretations regarding the
methods of implementing the guidelines and assessing compliance with the minimum guarantees, taking into
account, among other things, the principles of prioritization (implementing solutions first in relation to the
principles and values about which the risk of their violation and negative impact are the greatest) and
proportionality (taking into account the scale and structure of the company and the so-called "position of the
company" in terms of its ability to influence co-operators). The examination also took into account the
requirement to respect the DNSH principle, and not to violate the principles of cooperation with the National
Contact Point referred to in Part II of the OECD Guidelines and the Business & Human Rights Resource Centre.
Subject to the caveat made below, in the Company's assessment, in all key areas, the individual activities
carried out by the Company identified as eligible and compliant with the Non-Financial Taxonomy, both for
the Company and the XTB Group, overwhelmingly meet the requirements of the minimum guarantees
referred to in Article 18 of the EU Non-Financial Taxonomy Regulation. However, the assessment is affected
by the fact of being subject to "ultimate liability," i.e., the final statement by the Supreme Administrative Court
against XTB in March 2023, of violations of the principles and rights set forth in Chapter VIII of the OECD
Guidelines.
Due diligence in the responsible conduct of business activities within the XTB Group is reflected in an
extensive compliance system, based on procedures, other regulations and system solutions, which is
designed to ensure compliance with the principles, values and rights set forth in the acts mentioned above,
among others.
As of 2019, XTB has a Code of Ethics in place, which defines the basic norms, principles of conduct and values
to be observed by employees and associates. The Code of Ethics contains provisions relating to:
• ethical principles in mutual relations;
• ethical principles regarding loyalty, integrity and conflict of interest;
• ethical principles regarding gifts and loyalty to counterparties, business partners and retail
customers.
Formal reference to respect for human rights within the XTB Group can be found in the Work Regulations and
the Code of Ethics. Any doubts about the compliance of conducted activities with aspects of human rights
protection, according to the provisions of the Code of Ethics, should be reported under the anonymous
whistleblowing procedure.
XTB has a procedure for anonymous whistleblowing, which defines the rules for employees to make
anonymous reports of actual or potential violations of the law, including violations of anti-money laundering
and terrorist financing regulations, internal procedures and ethical standards. Violations are reported in
a dedicated electronic form that ensures anonymity. Reports are received by the Management Board Member
for Legal Affairs and if the violation involves the Management Board or individual Management Board
Members, the report is received by the Supervisory Board. Employees are required by internal regulations,
among others, the ethical standards described in the Code of Ethics, to respond to any irregularities. Any
person has the right and may report the aforementioned violations confidentially and in a manner that
protects them from retaliatory actions, discrimination or other types of unfair treatment in accordance with
the procedure for anonymous reporting of violations.
Incentive management policies and conflict of interest management regulations have been adopted within
the XTB Group. In addition, all centralized purchases (i.e., made in Poland) are carried out in accordance with
a dedicated procedure for the purchase of goods and services.
XTB is an obligated entity within the meaning of the provisions of the Anti-Money Laundering and Countering
the Financing of Terrorism Act. In view of the need to ensure compliance with the aforementioned regulations,
XTB adopted an AML/CFT Procedure (the "AML Procedure") defining detailed solutions, including the
responsibilities of employees of individual departments in the area of anti-money laundering and financing
of terrorism. The AML Procedure sets out, among other things, the rules of conduct and responsibilities
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related to the above area for employees of the Sales Department, Global Customer Support Department,
Finance and Accounting Department, Legal and Compliance Department, External Partner Cooperation
Department and IT Development Department, respectively.
The XTB Group operates in a highly regulated environment, imposing certain significant obligations on the
XTB Group in terms of many international and local regulations and laws.
The XTB Group has established a compliance (compliance supervision) function for each XTB Group company
providing brokerage services to ensure compliance with the laws and regulatory requirements to which the
XTB Group is subject. The Legal and Compliance Department at the XTB Group level is headed by the Head of
the Department, who is also a Management Board Member for Legal Affairs and reports directly to the
President of Management the Board. The Legal and Compliance Department has been divided into the
following four teams: the Internal Control Team, the Compliance Supervision Team, the Operational Support
Team and the Anti-Money Laundering and Terrorist Financing Team.
The XTB Group has adopted a dedicated Personnel Risk Management Procedure that sets out the principles
and procedure for managing this risk as part of the Operational Risk Management Policy. Identification and
assessment of risks and determination of the method of counteracting the risk are carried out by the Human
Resources Management Department on an ongoing basis.
The main role in the area of compliance is performed at XTB by the Compliance Officer acting on the basis of
the Compliance Regulations and the Organizational Regulations of the Legal and Compliance Department
("LCD Regulations"). The purpose of the aforementioned Regulations is, among other things, to establish a
system for supervising compliance with the law (the "compliance system") for the purpose of disclosing and
preventing violations by XTB of its obligations under the laws governing the conduct of brokerage activities.
The objectives of the compliance system implemented at XTB are achieved by, among other things, taking
steps to ensure that XTB complies with its obligations under the laws governing the conduct of brokerage
activities, advising and providing ongoing assistance to persons performing activities as part of XTB's
brokerage activities in fulfilling their obligations in accordance with the laws governing its conduct, and by
examining and regularly assessing the adequacy and effectiveness of the compliance system adopted, as well
as actions taken to ensure that XTB complies with its obligations under the laws governing the conduct of
brokerage activities. Ensuring the proper operation of the compliance system in XTB branches is the
responsibility of a person designated in the structure of a given XTB branch, who in this respect reports
directly to the Supervision Inspector.
The Supervision Inspector at XTB is primarily responsible for developing and implementing the XTB's policy
on the compliance function and supervising its compliance by XTB's various organizational units, directing the
process of identifying and assessing compliance risks in various areas of XTB's operations, preparing and
presenting to the XTB's Management Board and Supervisory Board a report on the functioning of the system
for supervising operations with the law, and directing the process of verifying, analysing the assessment of
information received on violations of internal regulations in terms of compliance risks.
The XTB's compliance risk management process includes identifying compliance risks, assessing the likelihood
of their occurrence, evaluating the consequences of the occurrence of a given compliance risk, assigning
weights to individual risks, applying risk mitigation measures and documenting the measures applied.
As part of the compliance system at XTB, control proceedings are also conducted at XTB's organizational units
in accordance with generally applicable regulations.
The involvement of the Management Board is also important from the perspective of the functioning of the
compliance system at XTB. As part of the compliance system, the Management Board Member for Legal
Affairs is responsible for, among other things, expressing opinions and making decisions on all legal issues
concerning XTB, overseeing the process of identifying and assessing compliance risks in various areas of XTB's
operations, preparing, executing and settling the budget of the Legal and Compliance Department, and
supporting the Supervision Inspector in supervising the compliance of XTB's operations.
The Company also indicates that it has an effective and adequate set of identified and described processes
and procedures for managing the performance of its tax law obligations and ensuring their proper execution.
The Company has adequate control over its tax processes, ensuring that risks are identified on an ongoing
basis and that tax returns containing correct data are filed on time. In addition, XTB is able to ensure the
proper functioning of internal control mechanisms for the tax function, has appropriate procedures for
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internal tax supervision, adequate personal, technical and financial resources necessary to implement them
and maintain supervision of the proper execution of tax obligations.
For example, the Company has implemented an instruction defining the scope of responsibility for carrying
out tasks on the Company's tax liability settlements. The Procedure in question defines the processes for
identifying economic events that give rise to certain tax consequences and the procedures used to fulfil XTB's
obligations as a taxpayer and payer, as well as the tasks of individual employees working in the Company's
various organizational units in the process of fulfilling the tax law obligations indicated in the Procedure.
The Company also has an internal procedure for counteracting the failure to comply with the obligation to
provide information on tax schemes. The indicated Procedure establishes uniform rules for the application
of the requirements set forth in Articles 86a - 86o of the Tax Ordinance Act at XTB related to the obligation to
submit information on tax schemes to the Head of the National Revenue Administration.
The Company's tax strategy is to strive to create and maintain an effective, efficient and transparent tax
function within the company, which in effect ensures compliance of conduct with tax regulations and certainty
in the control of tax risks.
In accordance with Article 27c (1) of the Corporate Income Tax Law, XTB prepares and publishes the
Information on the implemented tax strategy.
In summary, the XTB Group has implemented and is developing an advanced and effective multi-faceted
compliance system aimed at complying with the principles and rights expressed, among others, in the acts
referred to in Article 18 of the EU Non-Financial Taxonomy Regulation. The compliance supervision system is
based on such key solutions as the adoption of a Code of Ethics, the adoption and implementation of
Compliance Regulations, or the introduction of Organizational Regulations of the Legal and Compliance
Department. In addition, the Company has established and is developing a risk management system that also
covers legal and regulatory risks. The above measures allow us to conclude that the Company overwhelmingly
meets the requirements of the minimum guarantees referred to in Article 18 of the EU Non-Financial
Taxonomy Regulation, subject to Area VIII of the OECD Guidelines. Areas in which the Company plans to
increase its activity in developing a compliance system based on the guidelines indicated in this provision are
deepening structured dialogue with stakeholders and broadening the spectrum of supply chain analysis.
11. Business Ethics
Code of Ethics
The XTB Group exercises due diligence to ensure that its operations comply with the law, internal regulations,
the standards recommended for the anti-corruption compliance management system and the whistle-blower
protection system for companies listed on the markets organized by the Warsaw Stock Exchange, the
principles of social coexistence, good market practices and the principles of fair competition, and all decisions
regarding the XTB Group's operations are made in an appropriate manner, on the basis of reliable data and
in a manner that minimizes the risk of a conflict of interest.
As of 2019, XTB has a Code of Ethics, which sets out the basic standards, principles of conduct and values to
be observed by employees and associates.
All employees are obliged to behave responsibly and ethically, adhere to the principles of the Code of Ethics,
as well as act with integrity in all employee and business activities and interactions.
The Code of Ethics contains provisions relating to:
• ethical principles in mutual relations;
• ethical principles regarding loyalty, integrity and conflicts of interest;
• ethical principles regarding gifts and loyalty to counterparties, business partners and retail
customers.
Analogous solutions are applied by subsidiaries through customary application of developed rules of conduct
and corporate relationships within the XTB Group.
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Ethical aspects are an important part of the induction training for every new employee hired at the Company.
All new employees familiarize themselves with internal procedures and regulations, including the Code of
Ethics, and agree to abide by its provisions.
Formal reference to respect for human rights within the XTB Group can be found in the Work Regulations and
the Code of Ethics. Any doubts about the compliance of ongoing activities with aspects of human rights
protection, in accordance with the provisions of the Code of Ethics, should be reported under the anonymous
whistleblowing procedure.
In 2022, there were no complaints regarding potential violations of ethical standards.
In 2022, there were no complaints of potential ethical violations.
Counteracting corruption
However, no formal anti-corruption policy has been adopted at XTB. Nevertheless, the nature of the business
and regulatory requirements for the XTB Group companies as financial market entities (in particular,
regulations relating to the area of counteracting money laundering and financing of terrorism) impose
numerous restrictions on employees that shape the awareness of individual organizational units regarding
ethical conduct and legal restrictions in relations with partners and the sanctions associated with their
violation.
Within the XTB Group, incentive management policies and conflict of interest management regulations have
been adopted. In addition, all centralized purchases (i.e., in Poland) are carried out in accordance with
a dedicated procedure for purchasing goods and services.
There were no reported/confirmed cases of corruption within the XTB Group in 2022.
Counteracting money laundering and financing of terrorism
XTB is a so-called obligated entity within the meaning of the provisions of the Anti-Money Laundering and
Countering the Financing of Terrorism Act.
In view of the need to ensure compliance with the aforementioned regulations, XTB adopted the so-called
AML Procedure defining detailed solutions including the duties of employees of individual departments in the
area of anti-money laundering and financing of terrorism. The procedure in question defines, among other
things, the rules of conduct and responsibilities related to the above area for employees of the Sales
Department, Global Customer Support Department, Finance and Accounting Department, Legal and
Compliance Department, External Partner Cooperation Department and IT Development Department,
respectively.
In 2022, no irregularities involving the XTB Group employees in the area of anti-money laundering and
financing of terrorism were identified.
Anonymous reporting of violations
XTB has an anonymous whistleblowing procedure that defines the rules for employees to make anonymous
reports of actual or potential violations of the law, including violations of anti-money laundering and
countering the financing of terrorism regulations, internal procedures and ethical standards. Violations are
reported in a dedicated electronic form that ensures anonymity. Reports are received by the Management
Board Member for Legal Affairs and if the violation involves the Management Board or individual
Management Board Members, the report is received by the Supervisory Board. At the same time, if local laws
or regulations are stricter than the rules set forth in the above procedure, the stricter rules should be applied.
Employees are obliged by internal regulations, among others, the ethical standards described in the Code of
Ethics, to respond to any irregularities. Any person has the right and may report the aforementioned
violations confidentially and in a manner that protects them from retributive actions, discrimination or other
types of unfair treatment in accordance with the anonymous reporting procedure. All reports shall be handled
with due seriousness, integrity, fairness and in full discretion.
Verification of reports is carried out by authorized employees, which allows for fair and impartial clarification
of objections.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 190
12. Data protection
The following internal procedures are in place at XTB to protect privacy and personal data:
• Regulations for the protection of the flow of confidential information and information constituting
professional secrets at XTB,
• Security policy for the protection of personal data at XTB,
• IT security policy.
In 2022, the Company did not receive any notifications from regulatory authorities regarding
customers/employees/co-workers regarding violations. In 2022, there were isolated situations in which
customers reported a violation of their personal data. In each such case, appropriate measures were taken
to minimize the negative potential consequences of these incidents. In isolated, justified cases, the President
of the Office for Personal Data Protection was informed about violations of the confidentiality of customers'
personal data.
In 2022, there were no incidents in the XTB Group related to leakage, theft or loss of customer/employee/co-
worker information.
13. Regulatory compliance
The XTB Group operates in a highly regulated environment that imposes certain significant obligations on the
XTB Group with respect to a number of international and local regulations and laws. The XTB Group is subject
to regulations regarding, among other things:
• sales practices, including customer acquisition and marketing activities;
• maintenance of capital at certain levels;
• money laundering and terrorist financing prevention practices and customer identification
procedures (KYC);
• reporting obligations to regulatory authorities;
• obligations to protect personal information and observe professional secrecy;
• obligations to protect investors and provide them with adequate information on the risks associated
with the brokerage services provided; and
• supervision of the Group's activities;
• insider information and its use, prevention of unlawful disclosure of inside information, prevention
of market manipulation;
• making information public as a listed entity on a regulated market.
The Group is subject to the supervision of certain regulatory supervision authorities and public administration
authorities in the jurisdictions in which the Group operates.
The Group has established a compliance function for each Group company providing brokerage services to
ensure compliance with the laws and regulatory requirements to which the Group is subject.
The Legal and Compliance Department at the XTB Group level is headed by the Head of the Department, who
is also the Management Board Member for Legal Affairs and reports directly to the President of the
Management Board. The Legal and Compliance Department is divided into the following four teams: the
Internal Control Team, the Compliance Supervision Team, the Operational Support Team and the Anti-Money
Laundering and Terrorist Financing Team. For the purpose of risk management in the above area, dedicated
compliance regulations and a procedure related to legal and regulatory risk management have been adopted.
Detailed information on the description and management of regulatory risk is described in the
Management
Board Report of the operations of the Group and Company
.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 191
In 2022, no sanctions were imposed on the XTB Group companies related to violations of regulations in the
area of the environment, human and labour rights, occupational health and safety, corruption incidents, anti-
competitive activities or data confidentiality.
Details of significant or potentially significant legal proceedings and proceedings before administrative
authorities are described in the
Management Board Report of the operations of the Group and Company
.
14. Risk related to non-financial issues
Risks related to non-financial issues
Considering the XTB Group's business model, the key non-financial aspects from the point of view of its
relevance to the Group's operations are the areas of labour, human rights and ethics, anti-corruption.
Risks related to the employee area
The XTB Group has adopted a dedicated Personnel Risk Management Procedure that defines the principles
and procedure for managing this risk as part of its operational risk management policy.
Identification and assessment of the risk and determination of the method of counteracting the risk is carried
out by the Human Resources Department on an ongoing basis.
Below is information on risk factors related to the employee area.
• employee turnover in key positions,
• psychosocial factors - workplace stress exacerbated by pandemic-induced isolation and remote
working,
• long-term sickness absence,
• high employee turnover,
• shortage of highly skilled professionals,
• fraud, embezzlement, unethical practices.
Determining the impact of personnel risks involves determining the anticipated effects that will affect the
performance of tasks and the achievement of the organization's goals. In turn, a detailed description of risk
management is included in the referenced procedure.
Risks in the area of respect for ethics and human rights.
The consequences of violations of ethical and human rights obligations and standards, in addition to possible
financial consequences, would result in a deterioration of the Group's image, which could affect future
relations with customers and potential customers.
The XTB Group identifies impact on social relations in the following areas:
• educational activities;
• respect for human rights.
The XTB Group manages the above-mentioned relations by taking measures in the area of reliable
communication, applying the provisions of the Code of Ethics, transparent terms of cooperation and ensuring
conformance in the area of compliance.
Risks related to anti-corruption
The XTB Group's credibility and transparency in operations is crucial to the XTB Group's image as a trusted
provider of financial instruments trading solutions.
The occurrence of a corruption incident could have negative image consequences for the XTB Group, which
could hinder future business relationships as well as damage the XTB Group's reputation as a credible and
reliable business partner. Activities related to corruption risk management relate in particular to the
application of the Code of Ethics and the policies, procedures and regulations described earlier in this report.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 192
15. XTB Foundation
Beginning in 2020, the XTB Foundation is in operation, which XTB performs ESG tasks.
The foundation's activities are aimed in particular at:
• increasing entrepreneurship and innovation, particularly in the area of new technologies and the
financial market,
• raising awareness and knowledge of economics, finance and new technologies,
• scientific and research activities and promotion of solutions developed within the XTB Capital Group's
operations,
• 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 field of corporate social responsibility, sustainable development,
• promotion of employment and education and equalization of development opportunities,
• initiating and supporting activities of the XTB Capital Group employees,
• charitable and social activities, in particular aimed at equalizing opportunities and helping the
disabled and excluded.
The Foundation's activities in 2022 were largely focused on assistance in connection with the outbreak of war
in Ukraine. Indeed, regardless of the activities of XTB described earlier in this report, the XTB Foundation
undertook the initiatives described below.
• Internally, a closed group was created for employees on Facebook, where employees exchanged
ideas for organizing aid/collections for Ukraine, where important official information about aid
centres, hotlines, psychological support, etc. was provided.
• The Foundation provided support for employees who are Ukrainian citizens as well as their families.
• Grassroots initiatives of XTB employees in the field of individual assistance to refugees, collections of
medical supplies, collections to finance accommodation, collections of clothing and other products
for refugees from Ukraine were carried out
• The XTB Foundation provided accommodation for 41 people from Ukraine who came to Warsaw in
hotels and hostels for a week, as well as providing them with needed clothing, shoes, toys for children
etc.
• The XTB Foundation made a donation of PLN 23,980 to UNICEF for the purchase of 50 mathematics
teaching kits in support of Ukrainian children.
In 2022, XTB employees once again got involved in helping the Noble Parcel, a collection was organized among
employees, which allowed the purchase of products to meet the needs of the selected family.
Regardless of the above, in 2022 the XTB Foundation donated an amount of PLN 100 thousand to charity.
In 2022, a series of webinars in Polish and English was conducted for XTB Capital Group employees as part of
the "Full-Time Health" Program aimed at promoting healthy lifestyles.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 193
In 2022, an internal page for XTB's employees "Employee News" was created, which provides information on
events in the life of the company, so that everyone can be up-to-date with all the activities of XTB and its
employees.
The XTB Foundation is constantly developing new courses of action and looking for opportunities to cooperate
with external entities in order to achieve the Foundation's statutory goals.
The Foundation's annual reports are available on the XTB Group's corporate website.
Activities planned by the Foundation in the social area:
• systematically expanding the knowledge base for each level of expertise,
• systematically supplementing our educational video materials with transcripts to make them easier
to receive for the hard of hearing,
• increased involvement in programs supporting the development and innovation of Polish
entrepreneurs,
• systematic increase in charitable contributions and development of the partnership area in social
projects,
• continuation of the program to donate company-replaced but still functional electronic equipment
to charity in order to remove barriers and counteract exclusion,
• increase involvement in environmental projects, including planting forests,
• increase involvement in social projects systematic,
• increase in volunteer hours worked,
• taking measures to prevent the exclusion of children and young people,
• economic education program for children and young people and support for their education in
science subjects.
Notwithstanding the above, subsidiaries also undertook, according to their scale, individual activities in the
area of charity addressing them mainly to local institutions and medical institutions.
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 194
16. Scoreboards - Non-Financial Taxonomy
Scoreboard – turnover ratio
Criteria for making a significant
contribution
Criteria for the „do no serious harm”
principle
Business activity (1)
Code or codes (2)
Turnover (absolute value) (3) [PLN
thousand]
Proportion of turnover (4) [%]
Climate change mitigation (5) [%]
Climate change adaptation (6) [%]
Water and marine resources (7) [%]
Closed-loop economy (8) [%]
Pollution (9) [%]
Biodiversity and ecosystems (10) [%]
Climate change mitigation (11) [Y/N]
Climate change adaptation (12) [Y/N]
Water and marine resources (13) [Y/N]
Closed-loop economy (14) [Y/N]
Pollution (15) [Y/N]
Biodiversity and ecosystems (16) [Y/N]
Minimum guarantees (17) [Y/N]
Percentage of turnover compliant
with systematics, Year N (18)
[%]
Percentage of turnover compliant
with systematics, year N
-1 (19)[%]
Category (supporting activities) (20) [E]
Category (transition activities) (21) [Y]
A. BUSINESS ACTIVITIES ELIGIBLE FOR SYSTEMATICS
A.1 Types of environmentally sustainable business activities (compliant with systematics)
Turnover from environmentally
sustainable business activities
(consistent with systematics)
(A.1)
0
0.0%
0.0%
0.0%
n/a
n/a
n/a
n/a
0
0.0%
0.0%
0.0%
A.2 Business activities eligible for systematics but not environmentally sustainable (business activities non-compliant with systematics)
Total
(A.1+A.2)
0
0.0
%
B. BUSINESS ACTIVITIES NON-
COMPLIANT WITH SYSTEMATICS
Turnover from business
activities non-eligible for
systematics (B)
1,444,249
100%
Total (A+B)
1,444,249
100%
Scoreboard – capital expenditures ratio
Criteria for making a significant
contribution
Criteria for the „do no serious
harm” principle
Business activity (1)
Code or codes (2)
Turnover (absolute value) (3) [PLN
thousand]
Proportion of turnover (4) [%]
Climate change mitigation (5) [%]
Climate change adaptation (6) [%]
Water and marine resources (7)
[%]
Closed-loop economy (8) [%]
Pollution (9) [%]
Biodiversity and ecosystems (10
)
[%]
Climate change mitigation (11)
[Y/N]
Climate change adaptation (12)
[Y/N]
Water and marine resources (13)
[Y/N]
Closed-loop economy (14) [Y/N]
Pollution (15) [Y/N]
Biodiversity and ecosystems (16)
[Y/N]
Minimum guarantees (17) [Y/N]
Percentage of turnover compliant
with systematics, Year N (18) [%]
Percentage of turnover compliant
with systematics, year N-1 (19)[%]
Category (supporting activities)
(20) [E]
Category (transition activities) (21)
[Y]
A. BUSINESS ACTIVITIES ELIGIBLE FOR SYSTEMATICS
A.1 Types of environmentally sustainable business activities (compliant with systematics)
Capital expenditures for
environmentally
sustainable activities
(compliant with
systematics)
0
0.0%
0.0%
0.0%
n/a
n/a
n/a
n/a
0
0.0%
0.0%
0.0%
A.2 Business activities eligible for systematics but not environmentally sustainable (business activities non-compliant with systematics)
6.5 Transportation by
motorcycles, passenger
cars and light commercial
vehicles
77.11.Z
297
0.7%
Capital expenditures from business
activities eligible for systematics
but not
environmentally sustainable (business
activities non-compliant with systematics)
(A.2)
297
0.7%
Total
(A.1+A.2)
297
0.7%
B. BUSINESS ACTIVITIES NON-
COMPLIANT WITH SYSTEMATICS
Capital expenditures
from business activities
non-eligible for
systematics (B)
41,474
99,3%
Total
(A+B)
41,771
100%
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 196
Scoreboard – operating expenditures ratio
Criteria for making a significant
contribution
Criteria for the „do no serious harm”
principle
Business activity (1)
Code or codes (2)
Turnover (absolute value) (3)
[PLN thousand]
Proportion of turnover (4) [%]
Climate change mitigation (5)
[%]
Climate change adaptation (6)
[%]
Water and marine resources
(7) [%]
Closed-loop economy (8) [%]
Pollution (9) [%]
Biodiversity and ecosystems
(10) [%]
Climate change mitigation (11)
[Y/N]
Climate change adaptation
(12) [Y/N]
Water and marine resources
(13) [Y/N]
Closed-loop economy (14)
[Y/N]
Pollution (15) [Y/N]
Biodiversity and ecosystems
(16) [Y/N]
Minimum guarantees (17)
[Y/N]
Percentage of turnover
compliant with systematics,
Year N (18) [%]
Percentage of turnover
compliant with systematics,
year N-1 (19)[%]
Category (supporting
activities) (20) [E]
Category (transition activities)
(21) [Y]
A. BUSINESS ACTIVITIES ELIGIBLE FOR SYSTEMATICS
A.1 Types of environmentally sustainable business activities (compliant with systematics)
Operating expenditures for
environmentally
sustainable business
activities (compliant with
systematics) (A.1)
n/a
0
0
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/
a
n/a
A.2 Business activities eligible for systematics but not environmentally sustainable (business activities non-compliant with systematics)
Operating expenditures for
business activities eligible for
systematics but not
environmentally sustainable
(business activities non-compliant
with systematics) (A.2)
n/a
0
0
Total
(A.1+A.
2)
n/a
0
0
B. BUSINESS ACTIVITIES
NON-COMPLIANT WITH
SYSTEMATICS
Operating expenditures
for business activities
non-eligible for
systematics (B)
n/a
57,461
100%
Total
(A+B)
n/a
57,4
61
100%
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 197
Signatures of managing persons
Warsaw, 21 March 2023
________________________________________
Omar Arnaout
President of the Management Board
________________________________________
Filip Kaczmarzyk
Member of the Management Board
________________________________________
Paweł Szejko
Member of the Management Board
________________________________________
Jakub Kubacki
Member of the Management Board
________________________________________
Andrzej Przybylski
Member of the Management Board
DECLARATION AND
ASSESSMENT OF THE
SUPERVISORY BOARD
XTB S.A. Group
Annual report for 2022
(Translation of a document originally issued in Polish)
www.xtb.com 199
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 2022,
• the consolidated financial statements of Capital Group XTB S.A for the year 2022,
• the Management Board report on the operations of the Group and Company for the year 2022,
• non-financial statement of XTB S.A. Capital Group for 2022,
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
2022, 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, 22 March 2023
on behalf of the
Supervisory Board
Grzegorz Grabowicz
Member of the
Supervisory Board
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