B3 S.A. - BRASIL, BOLSA, BALCÃO

PUBLICLY-HELD COMPANY

CNPJ nº 09.346.601/0001-25

NIRE 35.300.351.452

MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF

DIRECTORS HELD ON APRIL 28, 2023

  1. Date, Time and Place: On April 28, 2023, at 17:30pm, by electronical means, provided that the place of the meeting is considered as the headquarters of B3 S.A. -
    Brasil, Bolsa, Balcão ("B3" or "Company"), located in this City of São Paulo, State of
    São Paulo, at Praça Antonio Prado, No. 48, Downtown.
  2. Attendance: Messr. Antonio Carlos Quintella - Chairman, Caio Ibrahim David, Claudia Farkouh Prado, Cristina Anne Betts, Eduardo Mazzilli de Vassimon, Florian Bartunek, Guilherme Affonso Ferreira, João Vitor Nazareth Menin Teixeira de Souza, Mauricio Machado de Minas and Pedro Paulo Giubbina Lorenzini - Directors.
  3. Presiding Members: Mr. Antonio Carlos Quintella - Chairman; e Ms. Iael Lukower
    - Secretary.
  4. Discussions held by the Board of Directors, and authorization was given for these minutes to be drawn up as a summary:

It was stated that, due to an operational failure in the remote voting bulletin disclosed to the market, where one of the items required by CVM Resolution No. 81/22 was not included, by means of which the shareholders were asked whether they wished to request the adoption of the multiple vote process for the election of the Board of Directors, the 4th item on the agenda of the Company's Annual General Meeting held yesterday, April 27, 2023, at 11:00 a.m., namely, the election of the Board of Directors, was removed from the agenda, and a new General Meeting shall be called in due course for this purpose ("Election Meeting"). Thus, in line with the applicable legislation, the unified term of office of the current members of the Board of Directors will extend until the investiture of the new members of the Board of Directors to be elected at such General Election Meeting.

Therefore, the Board of Directors has unanimously decided:

4.1. As to its Advisory Committees, that, considering the extension of the unified term of office of the current Directors, the composition described below be observed.

4.1.1. Regarding the Audit Committee:

  1. to reelect Mr. Carlos Alberto Rebello Sobrinho as external member of the Audit Committee for a term of 2 years, as of this date, in accordance with the Company's Bylaws;
  2. to ratify the composition of the Audit Committee, as follows: (a) Mr. Rogério Calderón, as Coordinator, financial expert and external member; (b) Ms. Cristina Anne Betts, as Independent and Unbounded Director; and (c) Mr. Carlos Alberto Rebello Sobrinho, as external member.

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

(Continuance of the minutes of the Extraordinary Meeting of the Board of Directors of B3 S.A. - Brasil, Bolsa, Balcão held on April

28, 2023)

4.1.2. Regarding the Risks and Finance Committee:

  1. to appoint Mr. Caio Ibrahim David as Coordinator of this Committee; and
  2. to ratify its composition, as follows: (a) Mr. Caio Ibrahim David as Coordinator and Independent and Unbounded Director; (b) Mr. Antonio Carlos Quintella and Mr. Eduardo Mazzilli de Vassimon, Independent and Unbounded Directors; (c) Mr. Mauricio Machado de Minas and Pedro Giubbina Lorenzini, Independent Directors; and (iv) Mr. Cícero Augusto Vieira Neto, as external member, whose term of office follows that of the other members, considering the unified term of office of the members of this Committee, as provided in Article 3 of its Internal Regulations.
  1. In relation to the People and Compensation Committee: to ratify its composition, as follows: (a) Mr. Antonio Carlos Quintella, as Coordinator and Independent and Unbounded Director; and (b) Messrs. Claudia Farkouh Prado and Florian Bartunek, Independent and Unbounded Directors.
  2. Regarding the Nominations and Governance Committee: ratify its composition, as follows: (a) Ms. Claudia Farkouh Prado, as Coordinator and Independent and Unbounded Director; and (b) Mr. Antonio Carlos Quintella and Mr. Guilherme Affonso Ferreira, Independent and Unbounded Directors.
  3. Regarding the Pricing and Products Committee:
  1. to reelect, to serve a 2-year term as of this date, the external members Eric André Altafim and Roberto de Jesus Paris. Board Members Mauricio Machado de Minas and Pedro Paulo Giubbina Lorenzini abstained from voting on this item due to potential conflict of interest.
  2. to elect, for a mandate of 2 years as of this date, the following external members: José Eduardo Louzada de Araújo, Milena Weiss Aloisi, Pedro Hermes da Fonseca Rudge and Ricardo Daniel Gomes de Negreiros; and
  3. to ratify its composition, as follows: (a) Mr. Guilherme Affonso Ferreira as Coordinator and Independent and Unbounded Director; (b) Mr. Florian Bartunek as Independent and Unbounded Director; and (c) as external members, Messrs. Eric André Altafim, Luiz Paulo Rodrigues de Freitas Parreiras, José Eduardo Louzada de Araújo, Milena Weiss Aloisi, Pedro Hermes da Fonseca Rudge, Ricardo Daniel Gomes de Negreiros and Roberto de Jesus Paris.

4.2. Regarding the slate for the Board of Directors for the 2023-2025 term of office, ratify the Management Proposal that had been disclosed to the market on the occasion of the call to the Annual and Extraordinary Shareholders' Meeting held yesterday, the details of which shall be timely republished pursuant to the Law and current regulations, in the following terms: (a) as Independent and Unbounded members: Ana Dolores Moura Carneiro de Novaes, Antonio Carlos Quintella, Caio Ibrahim David, Claudia Farkouh Prado, Claudia Souza Ferris, Cristina Anne Betts, Florian Bartunek, Guilherme Affonso Ferreira and Rodrigo Guedes Xavier; and (b) as Independent members: Maurício Machado de Minas and Pedro Paulo Giubbina Lorenzini.

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

(Continuance of the minutes of the Extraordinary Meeting of the Board of Directors of B3 S.A. - Brasil, Bolsa, Balcão held on April

28, 2023)

4.3. To register that the Board of Directors took cognizance of the resignation of Mr. Luís Sérgio Kondic Alves Lima from the position of Chief Product Officer, delivered to the Company's President on April 27, 2023, effective as of May 2, 2023.

5. Closing: There being no further business to be resolved, these minutes were drawn up and then approved and signed by all attending Directors. São Paulo, April 28, 2023. Signatures. Antonio Carlos Quintella, Caio Ibrahim David, Claudia Farkouh Prado, Cristina Anne Betts, Eduardo Mazzilli de Vassimon, Florian Bartunek, Guilherme Affonso Ferreira, João Vitor Nazareth Menin Teixeira de Souza, Mauricio Machado de Minas and Pedro Paulo Giubbina Lorenzini.

This is a true copy of the minutes recorded in the proper register.

Antonio Carlos Quintella

Chairman

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

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B3 SA Brasil Bolsa Balcao published this content on 28 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2023 12:22:10 UTC.