Last update: 03/27/2023

Shareholder's Name

Shareholder's CNPJ or CPF

E-mail

Instructions on how to cast your vote

This form must be completed by shareholders who wish to exercise their right of remote voting as provided for in CVM Resolution No. 81 of March 29, 2022 ("CVM Resolution 81/22").

In this case it is essential that the above fields be completed with the full name (or company name, in the case of a legal entity) of the shareholder and the Individual Taxpayers Register - CPF number (or National Corporate Taxpayers Register - CNPJ, in the case of a legal entity, as well as an email address for contact if necessary.

In addition, for this voting form to be considered valid and the votes cast to be included in the quorum of the Shareholders' Meeting:

  • - All the fields below must be duly completed;

  • - Each page must be initialed;

  • - This form shall be signed by the shareholder or shareholder's legal representative, as the case may be and pursuant to the law, at the bottom; and

- Signatures appended to the form need not be authenticated or consularized.

Note: Alternatively, the Company will accept forms that have been digitally signed by means of the digital certificate issued by an entity qualified by the Brazilian Public Keys Infrastructure - ICP-Brazil, provided that all fields below are duly completed.

Please note that the Management Proposal referred to in this form is available to shareholders on our Investor Relations website (www.b3.com.br/ri), and on the websites of B3 (www.b3.com.br) and of the Brazilian Securities Commission (www.cvm.gov.br).

Instructions for sending your ballot, indicating the delivery process by sending it directly to the Company or through a qualified service provider

Shareholders who wish to exercise their right to remote voting may: (i) complete this form and send it direct to the Company, or (ii) transmit their instructions for completion to the appropriate service providers, as detailed below:

5.1. Voting through service providers - Remote voting system

Shareholders who wish to exercise their right to remote voting through a service provider must deliver their voting instructions to their custody agent or to the Company's bookkeeping agent, in accordance with the agent's rules. For this purpose, shareholders must contact their custody agent or the bookkeeping agent and find out the procedures for issuing voting instructions, and the documents and information required.

The custody agents will forward the voting instructions they receive to the B3 Central Depository, which in turn will prepare a list of votes to be sent to the Company share bookkeeping agent. Under CVM Resolution 81/22, shareholders must send their instructions for completing the voting form to their custody agent or to the bookkeeping agent not later than 7 days before the date of the Meeting, i.e. by April 20, 2023, unless the agent determines a different deadline.

Please note that in accordance with CVM Resolution 81/22, the B3 Central Depository, on receiving voting instructions from shareholders through their custody agents, will ignore any different instructions for a specific vote issued by the same CPF or CNPJ number. In addition, the bookkeeping agent, also in accordance with CVM Resolution 81/22, will ignore any different instructions for a specific vote issued by the same CPF or CNPJ number.

5.2. Forwarding of the form by shareholders directly to the Company

Shareholders who wish to exercise their right to remote voting may also do so by sending the following documents to the attention of the Investor Relations Officer (ri@b3.com.br):

(i) a scanned copy of the Remote Voting Form disclosed on the websites of the Company and the Brazilian Securities Commission, duly completed and signed under item 4 above, for attendance at the AGO; and

(ii) a scanned copy of the documents described below, as the case may be: (a) for individuals:

  • • identity document of the shareholder, with photo;

(b) for legal entities:

  • • latest bylaws or articles of association and corporate documents appointing a legal representative; and

  • • identity document of the legal representative, with photo.

(c) for investment funds:

  • • latest bylaws of the fund;

  • • bylaws or articles of association of the administrator or manager, as the case may be, subject to the voting policy of the fund, and corporate documents evidencing the representative's powers; and

  • • identity document of the legal representative, with photo.

On receipt of the documents above, the Company will confirm receipt to the shareholders and give notice of acceptance or otherwise, pursuant to CVM Resolution 81/22.

If the voting form is sent direct to the Company is not fully completed, or not accompanied by the supporting documents referred to in item (ii) above, it will be ignored and such information will be sent to the shareholder at the email address indicated in item 3 of this voting form.

The documents must be sent to the Company within seven (7) days before the date of theShareholders' Meeting, i.e. by April 20, 2023. Any voting forms received by the Company after this date will be ignored.

Postal and e-mail address to send the distance voting ballot, if the shareholder chooses to deliver the document directly to the company / Instructions for meetings that allow electronic system's participation, when that is the case.

The Shareholders may participate in the Shareholders' Meeting remotely (via electronic platform Microsoft Teams), and the instructions and data for connection of such shareholders in the electronic environment will be sent to the shareholders who show interest through the e-mailri@b3.com.brby April 25, 2023, also sending by e-mail the documents necessary for their attendance in the Meeting, as detailed in the Management Proposal.

Indication of the institution hired by the company to provide the registrar service of securities, with name, physical and electronic address, contact person and phone number

Bookkeeping Bank: Banco Bradesco S.A.

Phone: 0800 701 1616

E-mail:4010.acecustodia@bradesco.com.brSite:http://www.bradescocustodia.com.br

Cidade de Deus, Prédio Amarelo, 2º andar, Vila Yara, Osasco, SP, Brasil, CEP 06029-900

Resolutions concerning the Annual General Meeting (AGM)

[Eligible tickers in this resolution: B3SA3]

1. To resolve on the management accounts and the Financial Statements referring to the fiscal year ended December 31, 2022.

[ ] Approve [ ] Reject [ ] Abstain

[Eligible tickers in this resolution: B3SA3]

2. To resolve on the allocation of income in the fiscal year ended December 31, 2022, on the following terms as detailed in the Management Proposal:

(I) To allocate part of the corporate net income for the fiscal year to the account of dividends, in an amount corresponding to R$2,282,604,000.00, of which R$2,070,014,000.00 have already been paid to the shareholders as dividends and interest on equity, during the year, based on article 57 of the Bylaws, with a remaining balance of R$212,590,000.00 to be distributed as dividends, as detailed in the Management Proposal; and

(II) allocate the amounts recorded under retained earnings during the year, in the amount of R$1,945,002,580.83 to the statutory reserve, pursuant to Article 56, paragraph 1, (ii) of the Bylaws.

[ ] Approve [ ] Reject [ ] Abstain

[Eligible tickers in this resolution: B3SA3]

3. To define that the Company's Board of Directors will be composed of eleven (11) members in the 2023-2025 term.

[ ] Approve [ ] Reject [ ] Abstain

[Eligible tickers in this resolution: B3SA3]

Election of the board of directors by single group of candidates

Conselho da Administração

Ana Dolores Moura Carneiro de Novaes Antonio Carlos Quintella

Caio Ibrahim David Claudia de Souza Ferris Claudia Farkouh Prado Cristina Anne Betts Florian Bartunek Guilherme Affonso FerreiraMaurício Machado de Minas

Pedro Paulo Giubbina Lorenzini

Rodrigo Guedes Xavier

4. Nomination of all the names that compose the slate (the votes indicated in this section will be disregarded if the shareholder with voting rights fills in the fields present in the separate election of a member of the board of directors and the separate election referred to in these fields takes place). - Conselho da Administração

[ ] Approve [ ] Reject [ ] Abstain

5. If one of the candidates that composes your chosen slate leaves it, can the votes corresponding to your shares continue to be conferred on the same slate?

[ ] Yes [ ] No [ ] Abstain

6. In case of a cumulative voting process, should the corresponding votes to your shares be equally distributed among the members of the slate that you´ve chosen? [If the shareholder chooses "yes" and also indicates the "approve" answer type for specific candidates among those listed below, their votes will be distributed proportionally among these candidates. If the shareholder chooses to "abstain" and the election occurs by the cumulative voting process, the shareholder's vote shall be counted as an abstention in the respective resolution of the meeting.]

[ ] Yes [ ] No [ ] Abstain

7. View of all the candidates that compose the slate to indicate the cumulative voting distribution.

Ana Dolores Moura Carneiro de Novaes [

Antonio Carlos Quintella [

] Approve [

] Approve [ ] Reject [

] Reject [ ] Abstain / [

] Abstain / [

] %

  • ] %Caio Ibrahim David [ ] Approve [

    ] Reject [

    ] Abstain / [

    Claudia de Souza Ferris [ ] Approve [ Claudia Farkouh Prado [ ] Approve [

    ] Reject [ ] Reject [

    ] Abstain

    /

    ] % [

  • ] %

    ] Abstain / [

  • ] %Cristina Anne Betts [ ] Approve [ ] Reject [ Florian Bartunek [ ] Approve [ ] Reject [

] Abstain / [

] %

] Abstain /

[ ] %Guilherme Affonso Ferreira [ ] Approve [ Maurício Machado de Minas [ ] Approve [

] Reject [ ] Reject [

] Abstain / [ ] Abstain / [

] % ] %

Pedro Paulo Giubbina Lorenzini [ ] Approve [

] Reject [

] Abstain / [

] %Rodrigo Guedes Xavier [

] Approve [

] Reject [

] Abstain / [

] %

[Eligible tickers in this resolution: B3SA3]

8. To resolve on the aggregate compensation of the managers for year 2023 in the amount of R$136,019,485.31,under the terms of the Management Proposal.

[ ] Approve [ ] Reject [ ] Abstain

[Eligible tickers in this resolution: B3SA3]

9. Do you wish to request the installation the fiscal council, pursuant to article 161 of Law No.

6.404, of 1976?

[ ] Approve [ ] Reject [ ] Abstain

[Eligible tickers in this resolution: B3SA3]

Election of the fiscal board by single group of candidates

Conselho Fiscal

André Coji / Maria Paula Soares Aranha

Angela Aparecida Seixas / Estela Maris Vieira de Souza Marcus Moreira de Almeida / Inês Corrêa de Souza

10. Nomination of all the names that compose the slate. - Conselho Fiscal

[ ] Approve [ ] Reject [ ] Abstain

11. If one of the candidates of the slate leaves it, to accommodate the separate election referred to in articles 161, paragraph 4, and 240 of Law 6404, of 1976, can the votes corresponding to your shares continue to be conferred to the same slate? -

[ ] Yes [ ] No [ ] Abstain

[Eligible tickers in this resolution: B3SA3]

12. In the event of installation of the Fiscal Council, to fix its compensation, under the corporate law, in R$546,480.00.

[ ] Approve [ ] Reject [ ] Abstain

City :__________________________________________________________________________

Date :__________________________________________________________________________

Signature :_____________________________________________________________________

Shareholder's Name :____________________________________________________________

Phone Number :__________________________________________________________________

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

B3 SA Brasil Bolsa Balcao published this content on 28 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2023 01:37:00 UTC.