B3 S A Brasil Bolsa Balcão : Board of Directors - Minute

B3 S.A. - BRASIL, BOLSA, BALCÃO

PUBLICLY-HELD COMPANY

CNPJ No. 09.346.601/0001-25

State Registration Number (NIRE) No. 35.300.351.452

RECTIFICATION AND RATIFICATION OF THE MINUTES OF THE

EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS HELD ON

DECEMBER 4, 2020

1. Date, Time and Place. On December 11, 2020, by videoconference, understood to be carried out at 11:30 a.m., at the headquarters 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, Downtown.
2. Attendance. Messrs. Antonio Carlos Quintella - President, Ana Carla Abrão Costa, Claudia Farkouh Prado, Edgar da Silva Ramos, Eduardo Mazzilli de Vassimon, Florian Bartunek, Guilherme Affonso Ferreira, José de Menezes Berenguer, José Lucas Ferreira de Melo, José Roberto Machado Filho and Mauricio Machado de Minas - Directors.
3. Presiding Board. Mr. Antonio Carlos Quintella - Chairman; and Mr. Lucas Ometto Ferraz de Arruda - Secretary.
4. Agenda. To resolve on (i) the approval to amendsubitems II, XIII, XIX, XX and XXIV and excludeitem XXVI, both of item 5.1 of the extraordinary meeting of the Company's board of directors held on December 4, 2020 at 2 p.m. ("Meeting of the Board of Directors of December 4, 2020"), which approved the fourth (4th) issue, for private placement, of simple unsecured debentures, not convertible into shares, in up to two (2) series of the Company ("Issue" and "Debentures", respectively), pursuant to Law No. 6.404, of December 15, 1976, as amended; (ii) the execution, by the Company, of any and all instruments necessary for the issue of the Debentures and real estate receivables certificates of one hundred and fifty-fifth (155th) and one hundred and fifty-sixth (156th) series of the fourth (4th) issue of ISEC Securitizadora S.A. ("CRI" and "Securitization Company", respectively), which shall be issued backed by real estate credits arising from the Debentures, to be the subject of a public offering for distribution with restricted placement efforts, pursuant to Law No. 6.385, of December 7, 1976, as amended, of Brazilian Securities Commission ("CVM") Instruction No. 476, of January 16, 2009, as amended, and CVM Instruction No. 414, of December 30, 2004, as amended ("CRI Offering"), including, but not limited to, the following agreements: (a) "Private Deed of Private Issue of Simple Unsecured Debentures, Not Convertible into Shares, of the Fourth (4th) Issue, in up to two (2) Series of B3 S.A. - Brasil, Bolsa, Balcão" to be entered into between the Company and the Securitization Company; and (b) the "Agreement for Underwriting, Placement and Public Distribution of Real Estate Receivables Certificates, under Firm Placement Guarantee Regime, of the 155th and 156th Series of the 4th Issue of ISEC Securitizadora S.A." to be entered into between the Company, the Securitization Company and financial institutions that are part of the securities distribution system, duly authorized to operate in the capital markets, as underwriters of the CRI Offering

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

(Continuation of the Rectification and Ratification of the Minutes of the Extraordinary Meeting of the

Board of Directors B3 S.A. - Brasil, Bolsa, Balcão, held on December 4, 2020)

("Underwriters"); (ii) by virtue of the matter provided for in item (i) above, ratify the resolution regarding all other terms and conditions of the Debenture Issue included in the minutes of the meeting of the Board of Directors of December 4, 2020, which shall not be amended; (iii) authorization to the Company's Executive Board, and/or its attorneys- in-fact, as the case may be, to perform any and all acts and sign any and all documents necessary for the implementation and performance of the Issue and CRI Offering, as well as the formalization of the matter dealt with in item (i) above; and (iv) the ratification of all acts already performed by the Company's Executive Board related to the above resolutions.

5. Resolutions. Passed by unanimous vote and without reservations, based on the supporting documents that are filed at the Company's headquarters, with the drawing up of these minutes authorized in summary form:

5.1. Approve the amendment of subitems II, XIII, XIX, XX and XXIV of item 5.1 of the minutes of the meeting of the Board of Directors of December 4, 2020, which shall become effective with the following new wording:

1. Subscription Term. Respecting the fulfillment of the requirements to be provided for in the Debenture Deed, the Debentures shall be subscribed by the Securitization Company, through the execution of the Debentures subscription slip ("Debentures Subscription Slip"), on a single date, before issue of the CRI, so that, from that date on, they will be included in the Securitization Company's separate equity, pursuant to articles 9, 10 and 11 of Law No. 9.514, of November 20, 1997, as amended, even if they have not been paid in;

(...)

XIII. Term and Maturity Date. Except for the events of early redemption of all Debentures or early maturity of the obligations arising from the Debentures, pursuant to the terms provided for in the Debenture Deed, the term of the Debentures shall be 3.651 (three thousand six hundred and fifty-one) consecutive days from the Issue Date, therefore maturing on the date to be established in the Debenture Deed ("Maturity Date");

(…)

XIX. Optional Total Early Redemption. The Company may, subject to the terms and conditions set out in the Indenture Deed, at its sole discretion and regardless of the will of the Securitization Company, perform, at any time, including twenty- four (24) months from the Issue Date, the redemption of the totality of the Debentures, of one or both series ("Optional Total Early Redemption"), with the consequent cancellation of such Debentures. It is certain and agreed that the partial redemption of one series or both series shall not be allowed, that is, the Company shall carry out the total redemption of both series or the total redemption of one series.

2

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

(Continuation of the Rectification and Ratification of the Minutes of the Extraordinary Meeting of the

Board of Directors B3 S.A. - Brasil, Bolsa, Balcão, held on December 4, 2020)

(…)

Upon the Optional Total Early Redemption of the IPCA Debentures, the amount to be paid by the Company to the Securitization Company in relation to each of the IPCA Debentures shall be equivalent to the amount indicated in item (i) or item (ii) below, whichever is greater:

1. Restated Unit Par Value of the IPCA Debentures plus: (a) the respective IPCA Remuneration, calculated on a pro rata temporis basis, from the First IPCA Debentures Payment Date or the IPCA Remuneration Payment Date immediately preceding (inclusive), as the case may be, up to the date of the effective Optional Total Early Redemption of the IPCA Debentures (exclusive); (b) late payment charges, if any; and (c) any pecuniary obligations and other additions related to the IPCA Debentures; or
2. Present amount of the remaining installments of amortization payment of the Restated Unit Par Value of the IPCA Debentures, plus (a) the respective IPCA Remuneration, using as discount rate the internal rate of return of IPCA+ Treasury government bond with Semiannual Interest (NTN-B), due on the closest date to the remaining duration of the IPCA Debentures on the date of the Optional Early Redemption of the IPCA Debentures, using the indicative price disclosed by ANBIMA on its page on the world wide web (http://www.anbima.com.br) calculated on the second Business Day immediately before the date of the Optional Early Redemption of the IPCA Debentures, less spread of sixty-five hundredths percent (0.65%) per annum calculated according to the formula to be provided for in the Debenture Deed, (b) Late Charges, if any; and (c) any pecuniary obligations and other additions related to the IPCA Debentures;

1. Optional Extraordinary Amortization. The Company may, at its sole discretion and regardless of the will of the Securitization Company, carry out, on the respective Remuneration Payment Dates, even after twenty-four (24) months from the Issue Date, the optional partial amortizations on the balance of the Unit Par Value of all DI Debentures and/or on the balance of the Restated Unit Par Value of all IPCA Debentures, subject to the limit percentage thereof ("Optional Extraordinary Amortization").

(…)

Upon Optional Extraordinary Amortization of IPCA Debentures, the amount to be paid by the Company to the Securitization Company in relation to each of the IPCA Debentures shall be equivalent to the greater of the amount indicated in item (i) or item (ii) below:

1. The portion of the Restated Unit Par Value of IPCA Debentures subject of the Optional Extraordinary Amortization, plus: (a) the respective IPCA Remuneration, calculated on a pro rata temporis basis from the First Payment

3

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

(Continuation of the Rectification and Ratification of the Minutes of the Extraordinary Meeting of the

Board of Directors B3 S.A. - Brasil, Bolsa, Balcão, held on December 4, 2020)

Date of the IPCA Debentures or the IPCA Remuneration Payment Date immediately preceding (inclusive), as the case may be, to the date of the effective Optional Extraordinary Amortization of the IPCA Debentures (exclusive); (b) Default Charges, if any; and (c) any monetary obligations and other additions related to the IPCA Debentures; or;

1. Present amount of the remaining installments of amortization payment of the Restated Unit Par Value of the IPCA Debentures, plus (a) the respective IPCA Remuneration, using as discount rate the internal rate of return of IPCA+ Treasury government bond with Semiannual Interest (NTN-B), due on the closest date to the remaining duration the IPCA Debentures on the date of the Optional Extraordinary Amortization of the IPCA Debentures, using the indicative price disclosed by ANBIMA on its page on the world wide web (http://www.anbima.com.br) calculated on the second Business Day immediately before the date of the Optional Extraordinary Amortization of the IPCA Debentures, plus spread of sixty-five hundredths percent (0.65%) per annum, calculated according to the formula to be provided for in the Debenture Deed, multiplied by the percentage of Optional Extraordinary Amortization of IPCA Debentures, (b) Late Charges, if any, and (c) any pecuniary obligations and other additions related to the IPCA Debentures;

(...)

XXIV. Early Maturity. Subject to the terms and conditions to be included in the Debenture Deed, the Securitization Company shall declare in advance the obligations arising from the Debentures, and demand the immediate payment, by the Company, in relation to the DI Debentures, the Unit Par Value of the DI Debentures or of the balance of the Unit Par Value of the DI Debentures, as the case may be and if applicable, plus DI remuneration, calculated on a pro rata temporis basis from the First Payment Date of DI Debentures or DI Remuneration Payment Date immediately preceding, as the case may be, including, to the date of the effective payment, excluding ("DI Debentures Redemption Price"), and, with respect to IPCA Debentures, the Restated Unit Par Value of the IPCA Debentures or the balance of the Restated Unit Par Value of the IPCA Debentures, as the case may be and if applicable, plus the IPCA Remuneration, calculated on a pro rata temporis basis from the First IPCA Debentures Payment Date or IPCA Remuneration Payment Date immediately preceding, as the case may be, including, to the date of the effective payment, excluding ("Redemption Price of IPCA Debentures" and, when in conjunction with the DI Debentures Redemption Price, the "Debentures Redemption Price"), without prejudice, when applicable, to late payment charges (as defined below), in the event of any of the default events, to be provided for in the Debenture Deed;"

5.2. Approve the exclusionof subitem XXVI of item 5.1 of the minutes of the meeting of the Board of Directors of December 4, 2020.

4

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

(Continuation of the Rectification and Ratification of the Minutes of the Extraordinary Meeting of the

Board of Directors B3 S.A. - Brasil, Bolsa, Balcão, held on December 4, 2020)

1. Ratify all other terms and conditions of the Debenture Deed included in the minutes of the meeting of the Board of Directors of December 4, 2020.
2. Authorize the Executive Board of the Company, and/or its attorneys-in-fact, as the case may be, to, subject to the conditions described above, perform any and all acts and sign any and all documents necessary for the implementation and performance of the Issue and CRI Offering, as well as to the formalization of the matters dealt with in items

1. and 5.2 above.

1. Ratify all acts already performed by the Executive Board related to the above resolutions.

6. Closing. There being no further business to discuss, these minutes were drawn up for approval and signature of all Directors present. Sao Paulo, December 11, 2020. By: Messrs. Antonio Carlos Quintella, Ana Carla Abrão Costa, Claudia Farkouh Prado, Edgar da Silva Ramos, Eduardo Mazzilli de Vassimon, Florian Bartunek, Guilherme Affonso Ferreira, José de Menezes Berenguer, José Lucas Ferreira de Melo, José Roberto Machado Filho and Mauricio Machado de Minas.

This is a faithful copy of the minutes included in the proper book.

Antonio Carlos Quintella

Chairman

Lucas Ometto Ferraz de Arruda

Secretary

5

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION