XTB Sells FSCA Unit Five Years After No Operations

XTB has agreed to sell its South African subsidiary for $645,000, closing out what turned out to be an eight-year attempt to enter the African continent, one that never got off the ground.

The Polish broker disclosed the deal in its 2025 annual report, filed this week, noting that a conditional sale agreement for 100% of XTB Africa PTY Ltd. was signed on February 17, 2026, with a buyer it did not name. The transaction remains pending regulatory approval from South Africa's Financial Sector Conduct Authority (FSCA), which must sign off on the change in ownership before the deal is finalized.

The subsidiary, which received its FSCA operating license in August 2021, never conducted any client-facing operations, according to the annual report. The company described the sale as resulting from "the subsidiary not commencing operational activities," offering no further explanation.

Eight Years, No Clients, One License

XTB first established the South African entity in 2018 and spent more than two years waiting for the FSCA to approve its application before finally securing the license. In early 2022, the company said it planned to start forex trading operations in South Africa in the second half of that year, calling the market a priority for its international expansion push. That timeline slipped, and then slipped again, until the company made no further public commitments about the market.

The annual report's treatment of the sale is minimal. XTB Africa PTY Ltd. appears in the subsidiary table with one line of description - that it holds an FSCA license and has never operated - and the sale itself is dispatched in two sentences under post-balance-sheet events.

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There is no explanation from CEO Omar Arnaout, whose letter to shareholders discusses Brazil, Indonesia, Chile, and the UAE at length but does not mention Africa.

The carrying value of XTB Africa on the company's books stood at PLN 2.34 million as of December 31, 2025, roughly equivalent to the $645,000 sale price at current exchange Exchange An exchange is known as a marketplace that supports the trading of derivatives, commodities, securities, and other financial instruments.Generally, an exchange is accessible through a digital platform or sometimes at a tangible address where investors organize to perform trading. Among the chief responsibilities of an exchange would be to uphold honest and fair-trading practices. These are instrumental in making sure that the distribution of supported security rates on that exchange are effectiv An exchange is known as a marketplace that supports the trading of derivatives, commodities, securities, and other financial instruments.Generally, an exchange is accessible through a digital platform or sometimes at a tangible address where investors organize to perform trading. Among the chief responsibilities of an exchange would be to uphold honest and fair-trading practices. These are instrumental in making sure that the distribution of supported security rates on that exchange are effectiv Read this Term rates. XTB is selling the unit for approximately what it has on paper, recovering little from eight years of incorporation costs, legal fees, and license maintenance.

The buyer, described only as "the purchasing party," is acquiring a fully-licensed South African brokerage for a price well below what an FSCA license typically costs to obtain from scratch.

A Pattern of Retreats Beyond Europe

South Africa is not the only market where XTB has pulled back. The company began liquidating its Turkish subsidiary in September 2020, following regulatory changes that gutted the country's leveraged trading market in 2017. That process remains incomplete more than five years later, with the Turkish entity still listed in the annual report as undergoing liquidation.

More recently, XTB halted new account registrations in Brazil after ending a local partnership, and the 2025 annual report reveals the company is now weighing all options for that market, including a full exit, citing what it described as "local protectionism."

A Brazilian special purpose vehicle was incorporated as recently as February 2026, suggesting the company has not yet made a final decision, but the language in the report is cautious.

“Due to local market conditions, we decided to temporarily suspend further development in that market [Brazil]," Arnaout commented in the newest report, “focusing instead on growing our client base in Chile, while closely monitoring the long-term potential of the Latin American region.”

The contrast with XTB's European and Middle Eastern operations is sharp. XTB posted record revenues in 2025, with total operating income climbing to PLN 2.15 billion, driven almost entirely by its European client base and a surging Middle East business. Latin America and Asia contributed just PLN 33 million combined, roughly 1.5% of total revenues.

Indonesia, where XTB injected additional capital in July 2025, remains on a short leash. XTB's CEO has previously described Indonesia as "a country with a question mark" that must prove itself, setting clear performance benchmarks for the subsidiary.

Legal Head Departs After 16 Years

Alongside the Africa news, XTB disclosed that Jakub Kubacki, its head of legal affairs and a board member since 2018, submitted his resignation on March 3, 2026, citing "important personal reasons." His departure takes effect on June 30, 2026, giving the company roughly four months to manage succession.

Kubacki joined XTB in 2010 as a junior lawyer and rose to oversee the company's compliance Compliance In finance, banking, investing, and insurance compliance refers to following the rules or orders set down by the government regulatory authority, either as providing a service or processing a transaction. Compliance concerning finance would also be a state of being following established guidelines or specifications. This designation can also encompass efforts to ensure that organizations are abiding by both industry regulations and government legislation. Understanding ComplianceCompliance is a In finance, banking, investing, and insurance compliance refers to following the rules or orders set down by the government regulatory authority, either as providing a service or processing a transaction. Compliance concerning finance would also be a state of being following established guidelines or specifications. This designation can also encompass efforts to ensure that organizations are abiding by both industry regulations and government legislation. Understanding ComplianceCompliance is a Read this Term, legal management, and internal control systems. His 16 years at the firm cover most of XTB's transformation from a mid-sized Polish broker into a publicly traded company with 15 regulated entities. No replacement has been named.