B3 S A Brasil Bolsa Balcão : Minutes of the BM - 07/25/2022

B3 S.A. - BRASIL, BOLSA, BALCÃO

PUBLICLY HELD COMPANY

National Corporate Taxpayers Register (CNPJ) No. 09.346.601/0001-25

Company Registry No. (NIRE) 35.300.351.452

MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF

DIRECTORS HELD ON JULY 25, 2022

1. Date, Time and Place: On July 25, 2022 at 12:30 p.m., by electronical means, considered as being held at the registered office of B3 S.A. - Brasil, Bolsa, Balcão ("B3" or "Company") located in the city of São Paulo, State of São Paulo, at Praça Antonio Prado, nº. 48, Centro.
2. Attendances: Messrs. Antonio Carlos Quintella - Chairman, Alberto Monteiro de Queiroz, Ana Carla Abrão Costa, 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 Board: Mr. Antonio Carlos Quintella - Chairman; and Ms. Iael Lukower - Secretary.
4. Agenda: (i) the execution, as well as the terms and conditions of the 6th (sixth) issue of simple debentures, nonconvertible into shares, unsecured, in a single series, of the Company ("Issue" and "Debentures", respectively), pursuant to Law No. 6404, of December 15, 1976, as amended ("Corporation Law"), and the public offering of distribution with restricted distribution efforts of the Debentures, pursuant to Law No. 6. 385, of December 7, 1976, as amended ("Securities Market Law"), of the Securities and Exchange Commission ("CVM") Instruction 476, of January 16, 2009, as amended ("CVM Instruction 476"), and of the other applicable legal and regulatory provisions ("Offering"); (ii) the authorization to the Company's Executive Board, and/or its attorneys-in-fact, to practice all acts necessary for the execution of the Issuance and the Offering, including, but not limited to: (ii.a) hiring financial institutions to intermediate and coordinate the Offering, as well as the other service providers related to the execution of the Issue and the Offering; and (ii. b) negotiating and signing the instruments (including, but not limited to, any amendments, terminations, notifications, powers of attorney) required to carry out the Issue and the Offering; (iii) the early redemption of the Company's third-issue debentures, conditional on completion of the Issue; and (iv) the ratification of all acts already carried out, related to the resolutions above.
5. Resolutions by unanimous votes and no reservations, based on the supporting documents filed at the Company's headquarters, with authorization granted for these minutes to be drawn up summary form:

5.1. Approve the execution of the Issuance and the Offering, with the following main characteristics and conditions, which shall be detailed and regulated through the execution of the deed of issuance of the Debentures ("Deed of Issuance"):

5.1.1. Use of Proceeds: The net proceeds obtained by the Company with the Issuance

will

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

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

25, 2022)

be fully used (i) in the full prepayment of the debentures of the third issue of the Company, by means of an optional early redemption of the totality of the debentures of the third issue of the Company, and (ii) the remaining balance will be used for the ordinary management of the Company's business.

1. Placement: The Debentures will be a public offering with restricted distribution efforts, pursuant to the Brazilian Securities Law, CVM Instruction 476 and other applicable legal and regulatory provisions, and the Debentures distribution agreement ("Distribution Agreement"), with the intermediation of institutions that are part of the securities distribution system ("Coordinators"), under firm placement guarantee for the total amount of Debentures, considering the proportions established by the Distribution Agreement, targeting professional investors, as defined in Article 11 of CVM Resolution nº 30, dated May, 11, 2021, as amended ("Professional Investors"). There will be no preference for subscription of the Debentures by the current shareholders of the Company and no discount shall be conceived by the Coordinators to Professional Investors interested in acquiring the Debentures, considering the possibility of goodwill or negative goodwill on the payment price, being understood that, if applicable, the premium or discount, as the case may be, will be the same for all Debentures of the same series, on each Instalment Date (as defined below).
2. Collection of Investment Intentions. A collection of investment intentions procedure, organized by the Coordinators, without minimum or maximum lots, shall be adopted for the verification and definition, with the Company, pursuant to article 3 of CVM Instruction 476, of the Remuneration of the Debentures, subject to the limit set forth in the Deed of Issuance ("Bookbuilding Procedure"). The result of the Bookbuilding Procedure shall be ratified by means of an amendment to the Deed of Issuance, to be executed prior to the First Payment Date (as defined below), regardless of further resolution of this Board of Directors. The amendment in question may be executed without the need for an additional corporate resolution of the Company or approval by the Debenture Holders in general meeting, pursuant to the Deed of Issuance.
3. Subscription Term: Respecting the fulfillment of the requirements referred to in
   the
   Deed of Issuance, the Debentures will be subscribed, at any time, from the Offering Distribution Date, in observance with Articles 7-A, 8, Paragraph 2, and 8-A of CVM Instruction 476, limited to the placement period provided for in the Distribution Agreement.
4. Form of Subscription, Payment and Price: The Debentures will be subscribed and paid for in cash, in Brazilian currency, upon subscription ("Subscription Date"), at their Unit Par Value (as defined below), in accordance with the settlement rules applicable to B3 S.A. - Brasil, Bolsa, Balcão - Balcão B3 ("B3 - Segmento Balcão B3"). If any Debenture is to be paid in on a date other than and subsequent to the first Date of Payment ("First Payment Date"), the payment shall consider its Unit Par Value plus the respective Remuneration (as defined below), calculated pro rata temporis from the First Date of Payment ("Earliest Payment Date") until the date of its effective payment.
5. Trading: The Debentures will be deposited for trading in the secondary market through the CETIP21 - Títulos e Valores Mobiliários, which is managed and operated

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

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

25, 2022)

by B3 - Segmento Balcão B3, with the trades being financially settled and the electronic custody of the Debentures carried out by B3 - Segmento Balcão B3. The Debentures may only be traded in the secondary market after ninety (90) days of their respective subscription or acquisition by the Professional Investor, pursuant to Article 13 of CVM Instruction 476, except for the lot of Debentures subject to the firm guarantee indicated at the time of subscription, if any, observing, in subsequent agreements, the limits and conditions established in Articles 2 and 3 of CVM Instruction 476, observing, also, compliance by the Company with the obligations set forth in article 17 of CVM Instruction 476. Pursuant to Article 15 of CVM Instruction 476, the Debentures may only be traded between qualified investors, as defined in Article 12 of CVM Resolution 30, except if the Company obtains the registration referred to in Article 21 of the Brazilian Securities Law.

1. Issuance Number: The Debentures represent the Company's sixth (6) issuance of debentures.
2. Total Issuance Amount: The total Issuance Amount will be R$3,000,000,000.00 (three billion reais), on the Issuance Date ("Total Issuance Amount").
3. Quantity: A total of 3,000,000 (three million) Debentures will be issued.
4. Nominal Unit Value: The Debentures shall have a nominal unit value of R$1,000.00 (one thousand reais), on the Issuance Date ("Nominal Unit Value").
5. Series: The Issuance will be held in a single series.
6. Form and Proof of Ownership: The Debentures shall be issued in registered bookentry form, without the issuance of warranties or certificates, and for all legal purposes, the ownership of the Debentures shall be proved by the statement issued by the bookkeeping agent, and the Debentures that are electronically held at B3 - Segmento Balcão B3 will be proven by the statement issued by B3- Segmento Balcão B3 on behalf of the Debenture Holder.
7. Convertibility: The Debentures will not be convertible into shares issued by the Company.
8. Type: The Debentures will be unsecured, under the terms of Article 58 of the Brazilian Corporate Law, without guarantees and preferences.
9. Issuance Date: For all legal purposes, the issuance date of the Debentures will be August 5, 2022 ("Issuance Date").
10. Term and Maturity Date: Under the terms set forth in the Issuance Deed, the Debentures will have a term of five (5) years from the Issuance Date, so that the maturity date will not be later than August 5, 2027 ("Maturity Date").
11. Payment of the Nominal Unit Value: The Nominal Unit Value will be amortized in two (2) consecutive annual installments, always due on the 5th day of August, the first installment being due on August 5, 2026, and the last one on the Maturity Date (each, an "Amortization Date").

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

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

25, 2022)

1. Remuneration: The Unit Par Value of the Debentures will not be monetarily restated. The Unit Par Value of the Debentures will bear interest corresponding to the cumulative variation of one hundred per cent (100%) of the DI Rate, plus a certain spread (surcharge) to be defined pursuant to the Bookbuilding Procedure and limited to one hundred thirty-three hundredths (1.33%) per annum, base 252 (two hundred and fifty-two) Business Days ("Remuneration"), calculated exponentially and cumulatively pro rata temporis per Business Days elapsed, from the Commencement Date of the Profitability or the immediately preceding Remuneration Payment Date, as the case may be, until the date of effective payment. Without prejudice to payments as a result of any early maturity of the obligations under the Debentures or optional total early redemption, pursuant to the terms set forth in the Indenture, the Remuneration shall be paid in semi-annual installments, as of the Issuance Date, with the first payment due on February 5, 2023, and the other payments due always on the 5th day of the months of February and August of each year and on the Maturity Date (each such date a "Remuneration Payment Date"). The Remuneration shall be calculated in accordance with the formula to be set forth in the Issuance Deed.
2. Scheduled Renegotiation: The debentures will not be subject to scheduled renegotiation.
3. Optional Early Redemption: The Company may, at its sole discretion, carry out, at any time, starting on February 5, 2024 (included), an early redemption of the total amount ("Optional Early Redemption"), being prohibited partial redemptions. At the time of Total Optional Early Redemption, the amount due by the Company shall be equivalent to (a) the Unit Par Value of the Debentures to be redeemed, plus (b) the Remuneration and other charges due and unpaid until the date of Total Optional Early Redemption, calculated pro rata temporis from the Commencement Date of the Yield, or the Previous Remuneration Payment Date as the case may be, until the date of the effective Total Optional Early Redemption, and (c) of a premium equivalent to 0.30% (thirty hundredths percent) per annum, pro rata temporis, based on 252 (two hundred and fifty two) Business Days, considering the average remaining term, levied on the Nominal Unitary Value of the Debentures, pursuant to the formula to be set forth in the Issuance Deed.
4. Optional Early Amortization: The Company may, at its sole discretion, carry out, at any time, starting on February 5, 2024 (included), perform the optional extraordinary partial amortization of the Debentures ("Extraordinary Partial Amortization"). At the time of the Extraordinary Partial Amortization, the amount due by the Company will be equivalent to (a) the portion of the Unit Par Value (or the balance of the Unit Par Value) of the Debentures to be amortized, plus (b) the Remuneration, on a proportional basis, and other charges due and unpaid until the date of the Extraordinary Partial Amortization, calculated on a pro rata temporis basis from the Commencement Date, or the Previous Remuneration Payment Date as the case may be, until the date of the effective Partial Extraordinary Amortization, levied on the portion of the Unit Par Value (or the balance of the Unit Par Value) of the Debentures to be amortized, and (c) a premium equivalent to 0.30% (thirty hundredths percent) per annum, pro rata temporis, based on 252 (two hundred and fifty-two) Business Days, considering the average remaining term, levied on (a), pursuant to the formula to be set forth in the Indenture.

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

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

25, 2022)

1. Optional Early Redemption Offer: The Company may, at its sole discretion, carry out, at any time, an optional early redemption offer, total or partial, of the Debentures, with the subsequent cancellation of said Debentures, which shall be addressed to all Debenture Holders, without distinction, ensuring equal conditions for all Debenture Holders to accept the early redemption of the Debentures they hold, in accordance with the terms and conditions set forth in the Issuance Deed, and a premium may be offered.
2. Optional Purchase: Pursuant to CVM Resolution 77, dated of March 29, 2022, the Company may, at any time, purchase the Debentures, provided that it observes the provisions of Article 55, Paragraph 3, of the Brazilian Corporate Law, as long as observing the applicable regulation of CVM, and such fact, if so required by applicable provisions and regulations, shall be stated in the management report and financial statements of the Company. The Debentures acquired by the Company in accordance with the terms set forth herein may, at the Company's discretion, be cancelled, remain in the treasury of the Company, or be placed on the market again, subject to the restrictions imposed by CVM Instruction 476. The Debentures acquired by the Company to remain in treasury, pursuant to this Section, if and when placed again in the market, shall be entitled to the same Remuneration applicable to the other Debentures.
3. Early Maturity: Subject to the terms and conditions set forth in the Issuance Deed, the Fiduciary Agent of the Debenture ("Fiduciary Agent") shall declare in advance the obligations arising from the Debentures and require the immediate payment, by the Company, outside of the scope of B3 - Segmento Balcão B3, of the outstanding balance of the Nominal Unit Value of the Debentures, plus the Remuneration, calculated pro rata temporis from the First Payment Date or the Remuneration payment date immediately preceding, as the case may be, until the effective payment date, without prejudice, as the case may be, to Delay Penalties (as defined below), on the occurrence of any of the expected events of default, to be provided for in the Issuance Deed.
4. Delay Fines: Without prejudice to the Remuneration of the Debentures, in the event of a default in the payment of any amount due by the Company to the Debenture Holders, pursuant to the Issuance Deed, in addition to the payment of the Remuneration, calculated on a pro rata temporis basis from the First Date of Payment or the immediately preceding Remuneration Payment Date, (i) default interest of one percent (1%) per month or fraction thereof, calculated on a pro rata temporis basis, from the date of default to the date of actual payment and (ii) a default and non-compensatory fine of two percent (2%) ("Late Payment Charges").
5. Other Characteristics: The other characteristics of the Debentures and the Offering will be described in the Issuance Deed and in the other documents related to them.

5.2. Authorize the Company's Board of Executive Officers and/or attorneys-in-fact, subject to the conditions mentioned above perform all necessary acts for the execution of the Issuance and Offering, including: (a) engagement of financial institutions to intermediate and coordinate the Offering, including the hiring of the distribution and trading systems for Debentures in the primary and secondary markets, of the

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION