B3 S A Brasil Bolsa Balcão : Compensation Policy

HR AND COMPENSATION POLICY

26/04/2024

PUBLIC INFORMATION

HR AND COMPENSATION POLICY

TABLE OF CONTENTS
1	PURPOSE	3
2	SCOPE	3
3	REFERENCES	3
4	GUIDELINES	4
5	RESPONSIBILITIES	9
6	FINAL PROVISIONS	10
7	CHANGE LOG	10

2	INFORMAÇÃOPUBLICINTERNAINFORMATION- INTERNAL INFORMATION

HR AND COMPENSATION POLICY

1 PURPOSE

The purpose of this Policy is to provide support to the business plan adopted by B3 S.A. - Brasil, Bolsa, Balcão through the implementation of a people management strategy focusing on the development of a more representative, diverse and inclusive workplace, creating a more sustainable, competitive, committed and high-performance Company, and establishing guidelines related to the compensation of directors, members of corporate bodies and employees of the Company.

2 SCOPE

This Policy applies to members of the Board of Directors, members of the advisory committees of the Board of Directors, members of the Executive Committee, members of the Audit Committee, employees and interns of B3 S.A.

• Brasil, Bolsa, Balcão (B3), its subsidiaries abroad, B3 Bank, BSM Market Supervision (BSM), Cetip Info Tecnologia S.A., B3 Social, and other associations (Company).

3 REFERENCES

• Market benchmarks and research;
• CEB Corporate Leadership Council;
• Brazilian Code of Corporate Governance of the Brazilian Institute of Corporate Governance (IBGC);
• United Nations Global Compact;
• The Company's Bylaws;
• The Company's Code of Conduct and Ethics; and
• The Company's Share Grant Plan

3	INFORMAÇÃOPUBLICINTERNAINFORMATION- INTERNAL INFORMATION

HR AND COMPENSATION POLICY

4 GUIDELINES

4.1 Organizational planning

• Designs compensation and benefit strategies, in line with the Company's needs and market practices, to ensure that all groups be treated with equity, that people be linked together and have room to grow, and also the Company's ability to attract talent and maintain the sustainability of its business;
• Defines and implements a compensation strategy, including a pay structure and short- and long-term incentives, as well as a benefit model and strategy;
• Deploys talent attraction, selection and succession models set out in the following manner: (i) Mapping talents and successors; (ii) Skills (techniques, behaviors and values); (iii) Technical requirements of the profile needed; (iv) Increase representation to support the delivery of results today and in the future.
• Establishes and implements a method and metrics to manage the Company's and its people's performances (targets), ensuring that the targets for members of the areas responsible for risk management, internal controls, compliance and internal audit are defined based on metrics that do not generate a conflict of interest.
• Manages the Company's people budget in accordance with the strategy established by the Company, and continuously identifies opportunities for optimization;
• Plans and monitors the need for personnel growth in the Company over time, evaluating the balance between in-house and outsourced teams; and
• Assures the best tools and processes for people management by the Company, aligned with other internal policies and best market practices.

4	INFORMAÇÃOPUBLICINTERNAINFORMATION- INTERNAL INFORMATION

HR AND COMPENSATION POLICY

4.2 Organizational development

• Establishes a methodology and implements a process to define the Company's values and culture in concert with top management;
• Develops an environment to strengthen engagement by means of goal setting and organizational climate measurement and assessment;
• Establishes an employer value proposition, aligned with the Company's culture and brand, so as to engage internal stakeholders in employees' and interns' promotions, while at the same time attracting the best talent to the Company;
• Ensures a workplace free and safe from harassment, combatting all forms of prejudice and discrimination (based on color, race, credo, gender, sexual orientation or age), and all forms of degrading work (child labor, forced labor, work involving physical or psychological abuse, etc.), never condoning these attitudes in any way since actions or omissions in this area conflict with the Company's values;
• Ensures practices and processes aimed at a more diverse, inclusive and representative Company, operating over the entire people management cycle, from attraction to development to commitment to retainment of under-represented groups;
• Fosters a psychologically safe workplace where people can be who they are, thus providing the conditions for a better team relationship, business knowledge and performance;
• Seeks representation of under-represented groups at the Company's hierarchical levels and areas; and
• Constantly enhances the Company's practices and processes to foster organizational change, with the aim of stimulating staff engagement and personal identification with the Company's values.

5	INFORMAÇÃOPUBLICINTERNAINFORMATION- INTERNAL INFORMATION

HR AND COMPENSATION POLICY

1. People development
2. • Assesses the Company's current and future development needs, in order to create an environment in which all people can thrive, in consonance with their individual career plans and needs and the Company's objectives;
   • Develops leaders according to the skills identified as necessary in the short, medium and long term;
   • Develops and implements staff training programs for the acquisition of knowledge and skills; and
   • Establishes a systematic and structured interactive communication process for building solutions to the needs of staff and the Company with regard to people management demands.
3. Compensation strategy

The Company applies the concept of Total Compensation, which comprises three pillars described below; each pillar is responsible for attracting and retaining talent, in line with the Company's strategy.

• Fixed compensation: Refers to the monthly fixed compensation.
  For employees, this amount is defined by position levels, areas of expertise and professional maturity.
  To define the best fixed compensation practices for the positions it offers, the Company participates in salary surveys on a yearly basis.
  Monthly fixed salary amounts can be adjusted for merit (movement within the same salary grade) or promotion (movement to a higher salary grade).
  For members of the Executive Committee, the fixed component consists of a compensation made up of monthly payments per year.

6	INFORMAÇÃOPUBLICINTERNAINFORMATION- INTERNAL INFORMATION

HR AND COMPENSATION POLICY

For members of the Board of Directors, fixed compensation consists of a monthly fee and an additional fee for participation in advisory committees to the Board of Directors. For some external members of advisory committees to the Board of Directors, it consists of monthly fees. It is possible, however, that external members of certain committees are not entitled to any compensation.

Compensation of the members of the Company's Audit Committee, if and when set up, is made through monthly fees in accordance with the applicable legislation.

Interns are compensated through a "stipend" in accordance with the amount established by the Company and are, therefore, not eligible for fixed compensation.

• Short-termincentive: Refers to recognition and reward for achieving and excelling Company goals, areas of expertise and individual goals, in line with the budget and strategic planning.
  For the Company's employees, the short-term incentive is reflected in profit-sharing programs, which are agreed upon between the staff's union and an in-house committee, on an annual basis.
  For Executive Committee members, the short-term incentive is distributed as a gratification, according to the Company's performance. Gratification amounts are also defined considering roles performed, relative performances, officers' responsibilities, and harmonization with international practices.
  This compensation component may be reduced on an exceptional basis, should the Company's Recovery Plan need to be adopted in accordance with the criteria provided for in the internal rules.

7	INFORMAÇÃOPUBLICINTERNAINFORMATION- INTERNAL INFORMATION

HR AND COMPENSATION POLICY

Specifically in the case of BSM, the targets within the scope of corporate objectives for the purpose of short-term incentives reflect BSM's main challenges and are not linked to any B3 corporate index.

Members of the Board of Directors are not entitled to short-term incentive.

• Long-termincentive: Refers to a long-term incentive program ("ILP") which, by granting restricted B3 shares, seeks to strengthen retention of employees and statutory officers, align shareholders' interests in creating value for the business and encourage responsible and sustainable decision-making over time. The ILP is granted every year, with a four-year total duration, as provided for in the Company's Share Grant Plan following the restricted share model and including a discretionary component that aims to reward above-expectation performances, when necessary.
  For the Board of Directors, the long-term component is also based on the granting of shares, subject to the terms of the Company's Share Grant Plan. The long-term component of directors' compensation is not linked to any Company or individual performance metrics.
  External members of advisory committees to the Board of Directors are not entitled to receive long-term incentive.
  Specifically in the case of BSM, the long-term incentive is not linked to B3's results and does not involve securities issued by it, consisting of payments made in national currency. The long-term incentive program structured for BSM aims to retain employees and encourage responsible and sustainable decision-making over time. The program is granted annually with a total duration of 4 years, subject to price adjustment by the IPCA rate, with the aim of differentiating performances, aligning with market practices and deferring compensation in the long term.
  Specifically in the case of B3 Social and other associations, the long-term incentive is not applicable.

8	INFORMAÇÃOPUBLICINTERNAINFORMATION- INTERNAL INFORMATION

HR AND COMPENSATION POLICY

• Directors' compensation: The Company's practice for directors' compensation is to align its objectives with various stakeholder interests and with administrator productivity and efficiency, maintaining the attractiveness of the Company's compensation package and contributing to long-term talent retention. Each year, the guidelines and amounts adopted are reviewed by the People and Compensation Committee and submitted to the Board of Directors for approval, and include the aforementioned fixed, short-term and long-term compensation components.

5 RESPONSIBILITIES

1. Board of Directors
2. • Sets the overall direction of the Company's business so as to facilitate the implementation of a people management strategy to support business competitiveness and sustainability;
   • Proposes the compensation of B3's directors to be submitted to the General Shareholders' Meeting; and
   • Reviews the compensation policy annually and other benefits to be assigned to B3's directors and members of the Board of Directors' advisory bodies.
3. People and Compensation Committee
4. • Perform the duties defined by the Company's Bylaws and by the Bylaws of the People and Compensation Committee.
5. Executive Board
6. • Fully assures the establishment of this Policy, as well as its disclosure and enforcement;

9	INFORMAÇÃOPUBLICINTERNAINFORMATION- INTERNAL INFORMATION

HR AND COMPENSATION POLICY

• Shares the Company's strategic guidelines so that the people management area can ensure compliance with their planning; and
• Contributes to the enhancement of the people management model.

5.4 Chief People, Marketing, Communications, Sustainability and Social Investment Officer

• Assures compliance with this Policy;
• Executes people strategies and defines mechanisms and metrics for evaluating this Policy, in order to warrant its continuous improvement;
• Assesses the Company's business needs and the required staff skills, prioritizing talent management initiatives; and
• Develops and communicates a people-centered strategic plan to assure engagement by top management and the necessary investment.

6 FINAL PROVISIONS

The above provisions apply to the entire Company upon publication of this Policy.

7 CHANGE LOG

Validity: As of April 26, 2024

1st draft: June 1, 2018.

Areas responsible for the document:

Responsible for	Area
Drafting	Compensation, Benefits and Human Resources Operations Department
	Chief People, Marketing, Communications, Sustainability and Social
	Investment Officer
Revision	Governance, Integrated Management and Cybersecurity Department
	Legal Department
	Corporate Governance and Nomination Committee

10	INFORMAÇÃOPUBLICINTERNAINFORMATION- INTERNAL INFORMATION