B3 S A Brasil Bolsa Balcão : Internal Regulation of Personnel and Compensation Committee

INTERNAL REGULATION OF

PERSONNELAND COMPENSATION ADVISORY COMMITTEE TO THE BOARD OF DIRECTORS

6.24.2021

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

INTERNAL REGULATION OF THE PERSONNEL AND
COMPENSATION ADVISORY COMMITTEE TO THE
BOARD OF DIRECTORS
SUMMARY
CHAPTER I - THE PERSONNEL AND COMPENSATION COMMITTEE ………....3
CHAPTER II - COMPOSITION OF THE COMMITTEE…………………….…….…...3
CHAPTER III - OPERATION OF THE COMMITTEE………………………………….5
CHAPTER IV - DUTIES AND RESPONSIBILITIES OF THE COMMITTEE…….....6
CHAPTER V - GENERAL PROVISIONS.................................................................	8

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INTERNAL REGULATION OF THE PERSONNEL AND COMPENSATION ADVISORY COMMITTEE TO THE BOARD OF DIRECTORS

CHAPTER I

THE PERSONNEL AND COMPENSATION COMMITTEE

Article 1 The Personnel and Compensation 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 by 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 up to five (5) members, provided that: (i) up to four (4) members of the Board of Directors, of which at least two

1. shall be Independent and Unbound Directors; and (ii) up to one (1) external member, which shall have recognized experience related to the matters of the Committee and shall observe the set forth in Article 4 below, all with an unified two-year term of office, with the possibility of being reelected for equal and consecutive terms of office.

• 1st The member of the Committee exercises 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 of its shareholders.

§2nd In the event of vacancy of the position of member of the Committee, the Board of Directors shall appoint a replacement member pursuant to the provisions of its Internal Regulations and as set forth in the caput above.

Article 4 The candidate for the Committee shall meet the following conditions, in addition to requirements set forth in this Regulation:

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INTERNAL REGULATION OF THE PERSONNEL AND COMPENSATION ADVISORY COMMITTEE TO THE BOARD OF DIRECTORS

1. being over 25 years old;
2. having an upstanding reputation, and proficient knowledge as provided for in the policies and internal rules of the Company, in special with respect to the matters related to the Committee;
3. not hold office in the Management of the Company or its subsidiaries;
4. not having a spouse, domestic partner or relative to the second degree as members of the management of the Company or as employees of the Company or any of its subsidiaries;
5. not holding a position in any company that may be deemed to be a competitor of the Company or its subsidiaries; and
6. have effective availability to serve as a member of the Committee, regardless of the position as member of the Board of Directors of the Company and other positions that they may occupy in other entities as members of the Board of Directors and/or as executives.

Article 5 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.

§1st The following shall be performed by the Coordinator of the Committee:

1. calling, convening and presiding the meetings of the Committee, appointing the meeting secretary among the attending members, which shall be responsible for drafting the minutes of the meeting;
2. ensuring the efficacy and good performance of the Committee;
3. representing the Committee in its relationship with the Board of Directors, the Management of the Company and its internal and independent auditors, other bodies and internal committees, singing, when necessary, the correspondence, invitations and reports sent to them;

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INTERNAL REGULATION OF THE PERSONNEL AND COMPENSATION ADVISORY COMMITTEE TO THE BOARD OF DIRECTORS

1. calling, on behalf of the Committee, any participants to the meeting, as the case may be, pursuant to the terms of Article 7 below; and
2. complying with and enforcing this Regulation.

• 2nd In temporary absences or impediments, the Coordinator shall be replaced by another member of the Committee appointed by the Coordinator.

CHAPTER III

OPERATION OF THE COMMITTEE

Article 6 The Committee shall meet ordinarily at least four (4) times per year and may hold extraordinary meetings upon the request of the Coordinator or of any other member of the Committee.

• 1st The meetings of the Committee shall be called at least three (3) days prior to the date of the meeting and shall be accompanied by the meeting's agenda, except with respect to subject that require urgent deliberation.
• 2nd The Coordinator shall prepare the agenda of the meeting, provided that the other members of the Committee may suggest additional matters to be deliberated by the Committee.
• 3rd The meetings shall be installed by the attendance of the majority of the members of the Committee.
• 4th The majority of affirmative votes of the attending members of the Committee shall approve the recommendations and opinions of the Committee.
• 5th The Committee's meetings shall 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.
• 6th The participation of part or of all members in the ordinary and extraordinary meetings of the Committee by means of conference call or videoconference or

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