B3 S A Brasil Bolsa Balcão : Internal Regulation of the Financial and Risk Committee

SUMMARY

CHAPTER I - THE FINANCIAL AND RISK COMMITTEE ................................. 3

CHAPTER II - COMPOSITION OF THE COMMITTEE ...................................... 3

CHAPTER III - COORDINATION OF THE COMMITTEE .................................. 4

CHAPTER IV - COMPENSATION OF THE COMMITTEE'S MEMBERS .......... 6

CHAPTER V - OPERATION OF THE COMMITTEE ......................................... 8

CHAPTER I

THE FINANCIAL AND RISK COMMITTEE

Article 1 The Financial and Risk Committee ("Committee") is a permanent advisory board Committee bound to the Board of Directors and governed by the Bylaws of B3 S.A. - Brasil, Bolsa, Balcão ("B3" or "Company") and this Internal Regulation ("Regulation").

Article 2 The Committee reports to the Board of Directors and operates independently from the Management of the Company.

CHAPTER II

COMPOSITION OF THE COMMITTEE

Article 3 The Committee shall be composed of at least (4) members, Independent or Not Independent, all with a two (2) years term of office, and with the possibility to be reelected for equal and consecutive terms of office.

§1. The Committee members exercise a non-delegable function to be performed with duty of care and loyalty, thus requiring them to avoid any conflict of interest which may jeopardize the interests of the Company and the shareholders.

§2. In case of vacancy of the seats of the members of the Committee, the Board of Directors shall appoint the substitute pursuant to the provisions set forth in the caput above.

CHAPTER III

COORDINATION OF THE COMMITTEE

Article 4 The Board of Directors shall appoint a Coordinator among the members of the Committee, who shall represent, organize and coordinate the activities of the Committee.

§ 1º The Coordinator of the Committee has the following duties:

• (a) calling, convening and presiding the meetings of the Committee;

• (b) to guarantee the effectiveness and well-functioning of the Committee;

• (c) once defined the annual calendar of the Board of Directors' meetings, to propose to the Committee the dates for its ordinary meetings;

(d) representing the Committee in the Board of Directors and in interactions with the Management of the Company and its internal and independent auditors, other bodies and internal committees, signing, whenever necessary, the correspondence, invitations and reports sent to them, as well as reporting the Committees' activities when requested;

(e) calling on behalf of the Committee participants to attend the meetings of the Committee, as necessary or convenient; and

(f)

comply with and enforce this Regulation.

§ 2º In temporary absences or impediments, the Coordinator may be replaced by another member appointed by himself.

CHAPTER IV

COMPENSATION OF THE COMMITTEE'S MEMBERS

Article 5 The members of the Committee shall receive an additional compensation to the one received for the seat of member of the Board of Directors of the Company, as defined by the Company's Board of Directors.

CHAPTER V

OPERATION OF THE COMMITTEE

Article 6 The Committee shall ordinarily meet at least six (6) times per year and may hold extraordinary meetings upon the request of the Coordinator or any other member of the Committee.

§ 1ºThe meetings of the Committee shall be called by means of a three (3) days prior notice, which shall attach the meeting agenda, except in the event of meetings called to consider urgent matters.

§ 2º The Coordinator shall prepare the agenda of the meeting. The other members of the Committee may propose additional motions to be considered at the meeting.

§ 3º The meetings shall be installed by the attendance of the majority of the members of the Committee.

§ 4º The majority of affirmative votes of the attending members of the Committee shall approve the recommendations and opinions of the Committee.

§ 5º The Committee meetings must be held preferably at the Company's headquarters, or, at the discretion of the Coordinator of the Committee, at any of its subsidiaries or at any other location deemed appropriate.

§ 6º Part or all members of the Committee are allowed to participate in ordinary and extraordinary meetings by conference call or videoconference or other conferencing methods allowing the identification of the Committee members and simultaneous communication amongst the attendees. In such cases, the members of the Committee shall ensure that the matters dealt with will not be accompanied by unauthorized third parties. The members of the Committee attending meetings pursuant to this paragraph shall be deemed to be present at the meeting and shall sign the relevant minutes.