B3 S.A. - Brasil, Bolsa, Balcão
Brazilian Federal Taxpayer CNPJ No.09.346.601/0001-25
Corporate Registry (NIRE) No. 35.300.351.452
ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETINGS
Synthetic maps of the remote voting procedure
B3 S.A. - Brasil, Bolsa, Balcão ("B3" or "Company") announces that in compliance with
CVM Instruction 481/09 it is publishing the synthetic maps of the remote voting procedure with voting instructions sent by shareholders to the Custody Agent, Central Securities Depository and Bookkeeping Agent for each item on the postal ballot including the resolutions submitted to the Annual and Extraordinary Shareholder's Meetings to be held on April 28, 2022. The attached spreadsheet contains the information from the synthetic maps.
São Paulo, April 25, 2022
Daniel Sonder
Chief Financial Officer
Investor Relations +55 11 2565-5739 / 7739 / 4129 / 4522 / 4274 / 4490 / 7976 |RI@B3.COM.BR
INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION
Synthetic map of the remote voting procedure
Annual Shareholders' Meetings (ASM) - 04/28/2022 11:00 a.m.
Resolution Code | Resolution Description | Resolution Vote | Number of Shares |
1 | To resolve on the management accounts and on the Financial Statements for the fiscal year ended on December 31st, 2021. | Abstain | 477.527.495 |
Approve | 2.896.515.112 | ||
Reject | 22.368.350 | ||
2 | To resolve on the allocation of income for the fiscal year ended on December 31st, 2021, as follows: I. (i) to allocate the corporate net income for the year fully to the dividend account, in the amount corresponding to R$ 4,717,096,997.00; and (ii) to allocate the amounts recorded directly under retained earnings during the year in the amount of R$ 41,883,445.56 to the statutory reserve, pursuant to Art. 56, §1, (ii) of the Bylaws. II. As for the portion allocated to the dividend account, the amount of R$ 3,927,801,919.00 has already been paid to shareholders through dividends and interest on equity, leaving a balance of R$ 789,295,078.00 to be distributed as dividends, equivalent to the amount of R$ 0.13096558 per share, as follows: III. the value per share is an estimate and may be changed due to the disposal of shares in treasury to comply with the Stock Granting Plan of the Company or other stock-based plans, or further due to the acquisition of shares under the Repurchase Program; IV. the payment above mentioned shall be made on April 8 th, 2022 and shall be calculated based on the shareholding as of March 24th, 2022; and V. the Company's shares shall be traded under the condition "with" by March 24th, 2022, inclusive, and under the condition "ex" dividend as from March 25th, 2022. | Abstain | 417.459 |
Approve | 3.388.298.913 | ||
Reject | 7.694.585 | ||
3 | To Resolve on the global compensation of the managers for the fiscal year of 2022 in the amount of R$119,527,976.91, according to the Management Proposal. | Abstain | 7.070.780 |
Approve | 3.253.106.198 | ||
Reject | 136.233.979 | ||
4 | To Resolve on the election of a member of the Company's Board of Directors appointed at the meeting of the Board of Directors held on May 31st, 2021, in view of a Director resignation, under the terms of article 150 of the Brazilian Corporate Law, to fulfill the ongoing term of office to be ended on the Annual Shareholders' Meeting of 2023. - Nominee proposed by Management: - Mr. João Vitor Nazereth Menin Teixeira de Souza (as Independent Member of the Board of Directors). | Abstain | 1.105.559 |
Approve | 3.394.939.698 | ||
Reject | 365.700 | ||
5 | Installation of the Fiscal Council, pursuant to Article 161 of Law No. 6,404, of 1976? | Abstain | 563.802 |
Yes | 3.376.766.615 | ||
No | 19.080.540 | ||
6 | In case there is a valid request for installation of the fiscal council to the date of the Meeting, elect the members of the Fiscal Council according to the slate presented by the Management, for the term of office to the next Annual Shareholders' Meeting. Angela Aparecida Seixas / Gilberto Lourenço da Aparecida André Coji / Maria Paula Soares Aranha Maria Elena Cardoso Figueira / Estela Maris Viera de Souza | Abstain | 1.181.569 |
Yes | 3.389.763.889 | ||
No | 5.465.499 | ||
7 | If one of the candidates of the slate leaves it, to accommodate the separate election referred to in articles 161, paragraph 4, and 240 of Law 6404, of 1976, can the votes corresponding to your shares continue to be conferred to the same slate? - | Abstain | 3.637.569 |
Yes | 61.176.787 | ||
No | 3.331.596.601 | ||
8 | In case of installation of the Fiscal Council, to define its compensation, under the corporate legislation, in R$477,189.90. | Abstain | 48.897.761 |
Approve | 3.342.047.697 | ||
Reject | 5.465.499 |
#INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION
Synthetic map of the remote voting procedure
Extraordinary Shareholders' Meeting (ESM) - 04/28/2022 11:00 a.m.
Resolution Code | Resolution Description | Resolution Vote | Number of Shares |
1 | To resolve on the following amendments to the Company's Bylaws, as detailed in the Management Proposal, as follows: Block A - corporate purpose: to change the corporate purpose of the Company set forth in Article 3 so as to include in a more specific manner activities linked to governmental and private bidding processes already performed by the Company, as authorized by the Brazilian Securities Commission (CVM) under Official Letter No. 222/2011-DO-DOP of July 14th, 2011; | Abstain | 417.459 |
Approve | 3.316.019.158 | ||
Reject | 365.700 | ||
2 | To resolve on the following amendments to the Company's Bylaws, as detailed in the Management Proposal, as follows: Block B - capital stock: to change the expression of the capital stock of the Company set forth in Article 5 so as to reflect the cancellation of 27 million treasury shares, as approved by the Board of Directors on March 17th, 2022; | Abstain | 417.459 |
Approve | 3.316.019.158 | ||
Reject | 365.700 | ||
3 | To resolve on the following amendments to the Company's Bylaws, as detailed in the Management Proposal, as follows: Block C - adjustments to attributions: (c.1) to change the wording of Article 16 in order to (i) increase the minimum value of disposals or contributions to the capital stock of other entities of assets of the Company which would be subject to resolution of a Shareholders' Meeting, in view of the amendment to Article 122, X of Law No. 6,.404/76 (the Brazilian Corporation Law) by Law No. 14,.195 of August 26th, 2021, which established this type of authority to Shareholders 'Meetings, previously not established in said law, in an amount significantly higher than that previously adopted by the Company, (c.2) add item (v) to Article 29 to clarify that the responsibility of the Board of Directors with respect to resolutions on the execution of transactions between related parties is established by the Policy on Transactions Between Related Parties and Other Situations of Potential Conflict of Interest, in line with the best practices set forth in item 5.3.1 of the Brazilian Code of Corporate Governance Report (CVM Instruction No. 480/2009), and (c.3) adjust the wording of items (j) and (k) of the Sole Paragraph of Article 49 to better reflect the attributions already performed by the Governance and Nomination Committee; | Abstain | 417.459 |
Approve | 3.316.019.158 | ||
Reject | 365.700 | ||
4 | To resolve on the following amendments to the Company's Bylaws, as detailed in the Management Proposal, as follows: Block D - adjustments to requirements on the composition of the Board of Directors: (d.1) to amend paragraph 9 of Article 22 to align it with the provisions of CVM Instruction No. 461/07, in compliance with §6 of the said Article, and (d.2) to amend paragraph 13 of Article 22 in order to clarify the situations that should give rise to the early termination of the term of office of elected Directors according to the commitments assumed at the time of their taking of office; | Abstain | 417.459 |
Approve | 3.316.019.158 | ||
Reject | 365.700 | ||
5 | To resolve on the following amendments to the Company's Bylaws, as detailed in the Management Proposal, as follows: Block E - adjustment to the term of office of Officers: to amend the main provision of Article 32 in order to allow the term of office of the Executive Management Board members to be up to 2 years, so that, in the event of the election of an Officer or Vice President during a term already in progress of the Board, it is possible to unify the terms of office, if the Board of Directors finds it convenient; | Abstain | 417.459 |
Approve | 3.316.019.158 | ||
Reject | 365.700 |
417.459
3.316.019.158
365.700
417.459 3.316.019.158
365.700
417.459
3.316.019.158
365.700
417.459
3.316.019.158
365.700
417.459
3.316.019.158
365.700
#INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION
6 | To resolve on the following amendments to the Company's Bylaws, as detailed in the Management Proposal, as follows: Block F - representation of the Company: to add clause (d) to Article 43 in order to provide that two Officers may represent the Company, without need for the President and/or a Vice President acting jointly, taking into account the increase in the number of Officers that may compose the Executive Board of the Company, in accordance with the wording approved for the main provision of Article 32 by the Extraordinary General Meeting of May 12th, 2021; and | Abstain | 417.459 |
Approve | 3.316.019.158 | ||
Reject | 365.700 |
417.459
3.316.019.158
365.700
Resolution Code | Resolution Vote | Number of Shares | |
7 | To resolve on the following amendments to the Company's Bylaws, as detailed in the Management Proposal, as follows: Block G - other adjustments: (g.1) to amend the reference to CVM Instruction No. 358/2002, replaced by CVM Resolution No. 44/2021, and (g.2) other wording, cross-referencing, and renumbering adjustments. | Abstain | 417.459 |
Approve | 3.316.019.158 | ||
Reject | 365.700 |
417.459 3.316.019.158
365.700
8 | To restate the Company's Bylaws so as to reflect the changes mentioned above. | Abstain | 417.459 |
Approve | 3.316.019.158 | ||
Reject | 365.700 |
417.459 3.316.019.158 365.700
9 | To resolve on the proposals for change in the Stock Granting Plan of the Company, as detailed in the Management Proposal. | Abstain | 417.459 |
Approve | 3.021.836.534 | ||
Reject | 294.548.324 |
417.459 3.021.836.534 294.548.324
#INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION
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B3 SA Brasil Bolsa Balcao published this content on 25 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2022 22:59:04 UTC.