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

B3 S.A. - BRASIL, BOLSA, BALCÃO

PUBLICLY-HELD COMPANY

CNPJ 09.346.601/0001-25

NIRE 35.300.351.452

MINUTES OF THE ORDINARY MEETING OF THE BOARD OF DIRECTORS

HELD ON MARCH 4, 2021

1. Date, Time, and Place: This meeting was held on March 4, 2021, at 12:30 p.m., by videoconference, and the place of the meeting was indicated as being the principal place of business 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, 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 Officers: Mr. Antonio Carlos Quintella - Chairman; and Ms. Iael Lukower - Secretary.

4. Resolutions taken based on the supporting documents that are filed at the Company's headquarters, and authorization was given for these minutes to be drawn up as a summary:

4.1. The attending members unanimously voted in favor regarding the Management Report and the Financial Statements for the fiscal year ended on December 31, 2020, to be submitted for approval to the Annual Shareholders Meeting to be convened to be held on April 29, 2021, according to the favorable opinions of the Fiscal Council and the Audit Committee of the Company, as well as the report of the Independent Auditors Ernst & Young Auditores Independentes S.S.

4.2. The attending members unanimously voted in favor of the proposal for allocation of the income for the fiscal year ended on December 31, 2020, to be submitted to the 2021 Annual Shareholders Meeting of the Company, according to the favorable opinions of the Fiscal Council and the Audit Committee of the Company, as well as the report of the Independent Auditors Ernst & Young Auditores Independentes S.S., in full to the dividend account, corresponding to R$4,152,303,684.20, of which R$3,353,789,177.63 have already been paid to the shareholders as dividends and interest on equity during the year 2020, with a remaining balance of R$798,514,506.58 to be distributed as dividends, in the amount of R$0.392617730 per share, where:

4.2.1. the price per share is estimated and may be changed as result of the disposal of treasury shares in compliance with the Company's Stock Grant Plan or other share-based plans;

4.2.2. the payment referred to above shall be made on April 8, 2021 and shall be based on the shareholding position of March 24, 2021; and

4.2.3. the Company's shares shall be traded "with" dividends until March 24, 2021, inclusive, and "without" dividends (ex dividends) as of March 25, 2021.

4.3. Also in respect of the year 2020, the members unanimously voted in favor of the proposal for the distribution of extraordinary dividends and the submission of the said proposal to the 2021 Annual Shareholders Meeting of the Company, according to the favorable opinions of the Fiscal Council and the Audit Committee of the Company, as well as the report of the Independent Auditors Company Ernst & Young Auditores Independentes S.S., in the total amount of R$1,189,697,510.45 to the retained earnings and profit reserve accounts, in the amount of R$0.584956606 per share, where:

4.3.1. the amount per share are estimated and may be changed as result of the sale of treasury shares in compliance with the Company's Share Grant Plan or other share-based plans;

4.3.2. the payments referred to above shall be made on May 7, 2021 and shall be based on the shareholding position of March 24, 2021; and

4.3.3. the Company's shares shall be traded "with" dividends until March 24, 2021, inclusive, and "without" dividends (ex dividends) as of March 25, 2021.

4.4. The attending members unanimously approved the cancellation of 17,138,490 shares currently held in treasury, acquired in accordance with the Company's repurchase programs previously approved by the Board of Directors. Accordingly, after the aforementioned cancellation of shares, the Company's capital stock shall be divided into 2,042,000,000 shares.

4.5. Considering the ending of the repurchase program on February 28, 2021, the attending members unanimously approved the new program for repurchasing shares issued by the Company to be held in treasury or cancellation, subject to the provisions of CVM Instruction No. 567/2015 ("Repurchase Program"), the conditions of which are set out in Exhibit I to these minutes for purposes of disclosure of the information contained in Exhibit 30-XXXVI of CVM Instruction No. 480/2009.

4.6. The attending members unanimously voted in favor of the proposal, to be submitted to be resolved by the Annual Shareholders Meeting to be convened to be held on April

29, 2021, for the split of shares issued by the Company, code "B3SA3", in the ration of 1 for 3. If the aforementioned share split is approved by the Annual Shareholders Meeting, the capital stock of the Company shall be divided into 6,126,000,000 shares.

5. Closing: There being no further business to be transacted, these minutes were drawn up and then approved and signed by all attending Directors. São Paulo, March 4, 2021. Signatures. 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 true copy of the minutes recorded in the proper register.

Antonio Carlos Quintella

Chairman

EXHIBIT I

Exhibit A to CVM INSTRUCTION no. 567, OF NOVEMBER 27, 2018

Exhibit 30-XXXVI

Trading of Own Shares

1. Explain in detail the purpose and expected economic effects of the transaction;

The acquisition of shares issued by the Company has the following main goals:

(i) To be an additional way to distribute the Company's cashier generated to the shareholders in addition to the payment of dividends and interest on net equity;

(ii) To promote the creation of value to the shareholders through an adequate capital structure combined with the growth of the results and revenue per share;

(iii) To allow the delivery of shares to the employees and managers of the Company and its controlled companies regarding the long term incentive plans.

The acquisition of shares issued by the Company may create the following economic outcomes:

To the shareholders: (i) better return of dividends/interest on net equity once the shares acquired by the Company are withdrawn from the market and such revenue is paid to a smaller number of shares; and (ii) increase of the equity percentage of the shareholders in case of cancellation of the shares.

To the Company: (i) alternative instrument to distribute the Company's cashier generated; and (ii) enhancement of the financial sources available. In the event of a full repurchase of the shares of this program, the financial value used shall not generate accounting effects on the Company's results.

2. Report the number of shares (i) outstanding and (ii) already held in treasury;

Considering the cancellation of the shares of the Company approved on this date, (i) number of free-floating shares in the market pursuant to the definition given by article 8, paragraph 3, of CVM Instruction nº 567/15: 2,039,811,398 and (ii) number of treasury shares: 8,178,179.

3. Report the number of shares that may be bought or sold;

The Company may repurchase up to 27,600,000 (twenty-seven million six hundred thousand) common shares.

4. Describe the transaction's impact, if any, on the company's ownership or management structure;

The Company does not expect impacts of the trading on its shareholder ownership or administrative structure.