B3 S A Brasil Bolsa Balcão : Bylaws

BYLAWS OF B3

CHAPTER I

NAME, HEADQUARTERS, VENUE, PURPOSE AND DURATION

Article 1. B3 S.A. - Brasil, Bolsa, Balcão ("Company") is a corporation governed by these Bylaws and by applicable law and regulations.

Paragraph 1. The shares of the Company have been listed to trade on the special listing segment named Novo Mercado ("Novo Mercado"). Accordingly, the Company, the shareholders, the Directors and Officers and the Fiscal Council members, if any, are bound by the Novo Mercado Regulations ("Novo Mercado Regulations").

Paragraph 2. The Company and its directors, officers and shareholders shall observe the Issuer Registration and Securities Listing Rules adopted by the Company, including the rules that apply to trading halts and suspensions and exclusion from trading declared in relation to securities admitted for trading on organized markets operated by B3.

Article 2. The Company has headquarters and jurisdiction in the city of São Paulo, state of São Paulo. Upon a decision of the Joint Board, the Company may open and close branches, officers or other establishments and facilities anywhere in Brazil or abroad.

Article 3. The Company's corporate purpose is to perform, or hold ownership interest companies which perform the following activities:

I - Operation of organized securities markets, charged with managing the organization, development and maintenance of markets for the trading on cash or futures markets (including future settlement markets) of any and all types of marketable securities, including contracts based on or backed by financial assets, indices, rates, commodities, currencies, energy products, transport products, commodities and other assets or rights related or not related thereto;

1. - Operation and maintenance of environments and systems appropriate for trading, including purchase and sale, auctions and registration of transactions involving securities, derivatives, rights and financial assets or any other types of assets on an exchange or organized over-the-counter market;

1. - Provision of registration, clearing and (physical and financial) settlement services, through an internal facility or a company specifically organized for this purpose, which may or may not act as counterparty clearing house and provider of final settlement of outstanding obligations, pursuant to applicable legislation and its own rules, including, but not limited to:

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

1. transactions carried out and/or registered in any of the environments or systems listed in items "I" and "II" above; or
2. transactions carried out and/or registered with other exchanges, markets or trading systems,

IV - provision of services as registrar and central depository of financial assets, securities and other goods or other assets, as well as provision of services of custody of goods and other assets;

V - Provision of services of registration of liens and encumbrances on securities, notes, financial assets, or any other types of assets, and other instruments, whether financial or not, including for registration of instruments of creation of guarantee, under applicable regulations;

VI - Provision of services related to the insurance, reinsurance, pension and savings bond market, including by licensing and operating information technology systems, under the applicable regulations.

VII - Creation of a database and performance of related activities, including data processing and data intelligence;

VIII - Provision of services related to processed data, including, but not limited to, standardization, classification, analyses, quotes, statistics, job training, conducting studies, publications, information, provision of information, including for compliance with the applicable laws and regulations, library, and development, licensing and operation of and technical support for software and information technology systems and platforms.

IX - Provision of services relating (i) to operations performed and deposited in the systems and markets administered and operated by the Company, and (ii) support to credit, financing and lease-purchase transactions, or to operations performed and deposited in the systems and markets administered and operated by the Company and other similar markets and segments, including by means of the licensing and operation of information technology systems and platforms involving, among others, the automotive vehicle segment, the real estate sector, the energy, agribusiness, insurance, reinsurance, social security capitalization instruments and consortium sector, under the applicable regulations;

X - Provision of services related to the conduction of public and private bidding processes and similar procedures;

XI - Provision of technical, administrative, and managerial support for market development, including, but not limited to, customer analysis supporting services and money laundering prevention procedures;

XII - Performance of educational, promotional and publishing activities related to its corporate purpose and the markets operated by the Company;

2

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

XIII - Performance of other activities authorized by the Brazilian Securities and Exchange Commission, by the Central Bank of Brazil, by the Private Insurance Superintendence and other regulatory bodies, as applicable;

XIV - Holding ownership Interest in other companies or entities based in Brazil or abroad, whether as a partner, shareholder or member, whether controlling or otherwise, in the manner to be resolved upon by the competent management bodies, as applicable, under the applicable regulations.

Sole paragraph. Within the scope of the powers and authority granted to the Company under the Securities Market Law (Law 6.385/1976, as amended) and applicable regulations, the Company is charged with:

1. regulating the granting of permits for access to the trading, registration, depository and clearing and settlement environments and systems operated by the Company or its subsidiaries ("Access Permits");
2. setting rules of conduct as necessary for an efficient and regular operation of the market and for keeping high ethical trading standards in markets operated by the Company, in accordance with the applicable regulations;
3. regulating the activities Access Permit that holders may perform on markets and systems operated by the Company;
4. establishing, when applicable, mechanisms and rules designed to mitigate the risk that Access Permit holders would default on their obligations under transactions carried out and/or registered in any trading, registration, deposit, and clearing and settlement systems or environments of the Company;
5. monitoring, in accordance with its duties set forth in law, in the regulations or in the rules issued by the Company, the transactions carried out and/or registered in any trading, registration, deposit, and clearance and settlement systems or environments of the Company, including any transactions subject to the regulatory authority of the Company;
6. monitoring, pursuant to the provisions of the attributions defined by law, by the regulations, or by the rules enacted by the Company, the activities of Access Permit holders regarding operations carried out, registered and/or deposit in any of its environments or trading systems, registration, deposit, clearing, including in connection with transactions subject to the regulatory authority of the Company; and
7. imposing penalties to persons in breach of legal, regulatory and operating rules the Company is charged with monitoring.

Article 4. The Company has an undetermined term of duration.

CHAPTER II

3

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

CAPITAL STOCK, SHARES AND SHAREHOLDERS

Article 5. The capital stock of the Company amounts to R$12,548,655,563.88, representing 5,646,500,000 common registered shares, fully paid-in and with no par value. The Company shall not be permitted to issue preferred shares or participation certificates.

Article 6. The shares are issued by the Company in book-entry form and deposited with a Brazilian Securities and Exchange Commission ("CVM") licensed financial institution which holds them in name of their holders.

Sole paragraph. The cost of the transfer and registration, as well as the cost of the service related to book-entry shares can be charged directly to the shareholder by the transfer agent, as may come to be defined in the book-entry share contract.

Article 7. Each common share entitles the holder to one vote in decisions taken in Annual or Extraordinary Shareholders' Meeting, provided that, with due regard given to the provision under item (d) of paragraph 5 of Article 68, no shareholder or Shareholder Group (as defined under Article 71) shall be entitled to vote shares in excess of 7% of the total number of shares issued by the Company.

Paragraph 1. For purposes of the voting cap established in the main provision, and without prejudice to the provision under paragraph 2 of this Article, where two or more shareholders agree a voting or other agreement for concerted exercise of voting rights, each of the signatory parties thereto shall be deemed to constitute, and vote, as a Shareholder Group, subject therefore to the voting cap established under the main provision of this Article.

Paragraph 2. The shareholders shall not be permitted to agree preconcerted voting arrangements (whether or not under a shareholders' agreement filed with the Company) whereby the resulting voting pool exceeds the individual voting cap set forth in the main provision of this Article.

Paragraph 3. In a shareholders' meeting, the chair shall be responsible for enforcing the provisions of this Article, and for declaring the number of votes each shareholder or Shareholder Group is entitled to cast when polled.

Paragraph 4. Any vote in excess of the voting cap established in this Article shall be disregarded.

Article 8. Pursuant to a decision of the Board of Directors, the Company is authorized to increase the shares of capital stock up to a limit of seven billion five hundred million (7,500,000,000) common shares, irrespective of amending these Bylaws.

4

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

Paragraph 1. In the event contemplated under the main provision of this Article, the Board of Directors shall determine the issue price and number of shares to be issued, as well as the payment date and payment terms.

Paragraph 2. Provided it shall do so within the limit of the authorized capital, the Board of Directors may also: (i) decide on the issuance of warrants; (ii) grant stock options to management members and employees of the Company or any subsidiary, and to natural persons providing services to any of the latter two, in accordance with the plan approved by the Shareholders' Meeting, whereas limiting or suspending the preemptive rights of shareholders; (iii) increasing the capital by approving the capitalization of profits or reserves, whether or not by issuing bonus shares; and (iv) decide on the issuance of debentures convertible into shares.

Article 9. In the event a shareholder defaults on paying the issue price for shares it has subscribed, the debt will have to be paid as accruing default interest at a rate of 1% per month, plus adjustment for inflation calculated (in the shortest legally permissible time interval) pursuant to the General Market Price Index (IGP-M), and a 10% fine over the unpaid principal, without prejudice to other applicable legal remedies.

Article 10. Every shareholder or Shareholder Group is required to disclose by notice to the Company (which must include the information required under the regulations in force) any share purchases which in the aggregate result in ownership interest in excess of 5%, 10%, 15% and so on of the shares of capital stock.

Paragraph 1. If the aforementioned share acquisitions are aimed to bring about, or do lead to, a change of control or a change in the Company's management structure, or otherwise trigger a tender offer requirement (per CHAPTER VIII and applicable law and regulations), the acquiring shareholder or Shareholder Group shall also be required to release and disclose such information to the market (including the information required under Article 12 of CVM Resolution No. 44/2021) by means of releasing announcements through the communication channels customarily used by the Company for its own publications.

Paragraph 2. The obligations provided for in this Article shall likewise apply to holders of securities convertible into shares, warrants and purchase options convertible, exercisable or exchangeable for shares representing the same levels of ownership interest as set forth above.

Paragraph 3. The shareholders or Shareholder Groups shall also be required to disclose (per the main provision of this Article) any share sale or divestment by which their holdings in shares and other Company securities set forth above are reduced by 5% of the total number shares of stock.

Paragraph 4. Any violation of the provisions of this Article shall be subject to the penalties set forth in Article 16, item (g), and Article 18 of these Bylaws.

5

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

Article 11. The issuance of new shares, debentures convertible into shares or warrants placed by sale on a stock exchange, public subscription or share swap in tender offers for the acquisition of control under Articles 257 through 263 of Brazilian Corporate Law (Law No. 6.404/76) or, also, under a special tax incentive law, can take place without the shareholders being given a preemptive right in the subscription or with a reduction in the minimum period provided for in law to exercise it.

CHAPTER III

SHAREHOLDERS' MEETING

Article 12. The shareholders shall meet ordinarily within the first four months after the year closes to decide on the matters set forth under Article 132 of Brazilian Corporate Law (Law No. 6.404/1976), and, extraordinarily, whenever the interests of the Company so require.

Paragraph 1. The Shareholders' Meeting has the authority to decide on all acts related to the Company, as well as to decide in the best interests of the Company.

Paragraph 2. The Annual Shareholders' Meeting and the Extraordinary Shareholders' Meeting can be called cumulatively and held at the same place, date and time, and recorded in a single set of minutes.

Paragraph 3. A Shareholders' Meeting shall be called by the Board of Directors on the decision of the majority of its members or, also, in the cases provided for in these Bylaws and in the sole paragraph of Article 123 of Brazilian Corporate Law (Law No. 6.404/1976).

Paragraph 4. The documents pertinent to the matter to be decided on at the Shareholders' Meetings must be made available to the shareholders, at the headquarters of the Company, on the date of the publication of the first call notice, except in those cases in which the law or a regulation in effect requires that they be made available for a longer period.

Paragraph 5. The Shareholders' Meeting shall be held, on the first call, with the presence of shareholders representing at least 25% of the capital stock, except when the law requires a higher quorum; and, on the second call, with any number of shareholders.

Paragraph 6. A quorum to convene the Extraordinary Shareholders' Meeting on first call for the purpose of amending these Bylaws shall require attendance by holders of record representing at least two-thirds (2/3) of the voting capital, provided the meeting may convene on second call with any number of attending shareholders.

Paragraph 7. Shareholders' Meetings shall be presided over by the Chair of the Board of Directors. In the absence of the Chair of the Board of Directors, a Shareholders' shall be presided over by the Vice Chair or, in their absence, by the Chair's appointee. The chair of the Shareholders' Meeting shall appoint one of the attendees to act as secretary.

Paragraph 8. It shall be the exclusive responsibility of the Chair of the Meeting, subject to the rules established in these Bylaws, to make any decision regarding the number of votes

6

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

of each shareholder, which decision may be immediately appealed to the same Shareholders' Meeting, in which decision the interested party shall not vote.

Article 13. Before a shareholders' meeting convenes, the attending shareholders shall be required to sign the Shareholders' Attendance List in the proper register, identifying themselves by name, place of residence and number of shares of record, except as provided by the regulations concerning remote attendance and vote at shareholders' meetings.

Paragraph 1. The Chair of the Meeting shall close the Shareholders' Attendance List promptly upon convening the shareholders' meeting.

Paragraph 2. Tardy shareholders appearing after the closing of the Shareholders' Attendance List shall be allowed to participate in the meetings but shall not be entitled to vote in any Company's matter.

Article 14. The Company must begin the registration of the shareholders to take part in the Shareholders' Meeting at least forty-eight (48) hours in advance, it being the responsibility of the shareholder to present: (i) certificate issued by the transfer institution for the book- entry shares owned, in accordance with the terms and conditions of Article 126 of Law No. 6.404/76. This proof shall be dated no later than five days before the date of the Shareholders' Meeting. The Company, at its discretion, may dispense the presentation of this proof; and (ii) a proxy statement and/or documents that evidence the powers of legal representation of the shareholder. The shareholder or its legal representatives shall present the Shareholders' Meeting documents that prove his or her identity, or present them by means of digital filing in the events provided for by the applicable regulations.

Article 15. Unless otherwise provided by law, and with due regard for the provisions of Article 7 of these Bylaws, the Shareholders' Meetings decisions shall be approved by the affirmative vote of holders of record of a majority of the shares represented at the meeting, without computing abstentions.

Paragraph 1. Decisions taken in a shareholders' meeting to amend or eliminate any of the provisions set forth under Article 67, in particular where the effects thereof restrict shareholder rights under a tender offer requirement, shall strictly adhere to the voting cap set forth in Article 7 of these Bylaws.

Paragraph 2. A Shareholders' Meeting shall deliberate and decide only on matters included in the order of business, such as informed in the related call notice, with no open-ended discussions.

Paragraph 3. The minutes of Shareholders' Meetings shall be prepared based on business transacted and resolutions taken at the meetings, signed by the members of the board and by the attending shareholders, except as provided in the applicable laws on remote attendance and vote at the shareholders' meetings.

7

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

Article 16. It shall be incumbent on shareholders convening in a Shareholders' Meeting, among other actions prescribed by law and these Bylaws, to decide on the matters set forth below:

1. review, discuss and judge the management report and financial statements;
2. determine the allocation of net income for the year and approve dividend distributions based on the management proposal;
3. elect and remove the Directors and the members of the Fiscal Council, if active;
4. set the aggregate compensation of the managers, as well as the compensation of fiscal council members, if elected, with due regard for the provisions of Article 17;
5. approve stock option relating to shares of its own issue or subscription or stock award plans relating to shares of its own issue to its officers and employees, as well as officers and employees of other entities controlled by the Company or service providers of the subsidiaries;
6. approve proposals for the Company to delist from the Novo Mercado listing segment or cancellation of the registration as a publicly-held company;
7. suspend the rights of a shareholder, as provided under Article 120 of Law No. 6.404/76 and Article 18 of these Bylaws;
8. approve acquisitions of ownership interest in other companies and/or associations or joint ventures or consortia, where the amount involved is in excess of 15% of the Company's shareholders' equity, as determined at the end of the immediately preceding fiscal year;
9. approve any disposal of property, or contribution to the capital stock of other entities, of the Company representing an amount equal to or greater than 10% (ten percent) of the value of all the Company's assets, as determined at the end of the immediately preceding fiscal year.
10. approve transactions such as a merger with another company, a share-for-share merger, or a consolidation or spin-off transaction, or a transformation of corporate type, or the dissolution of the Company, for this purpose giving regard to any legally prescribed quorum to resolve, except where the CVM may have authorized a lower quorum, such as provided for under paragraph 2 of article 136 of Law No. 6.404/76;
11. previously approve the Company's trading of its shares in the events provided for in prevailing regulations as under the authority of the Shareholders' Meeting; and
12. approve, as set forth in the Novo Mercado Regulations, a waiver of Tender offer of Shares in the event of withdrawal from Novo Mercado.

8

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

Article 17. The Shareholders' Meeting shall set the aggregate compensation of the members of the managers.

Sole Paragraph. With due regard for the compensation allocation established by the Shareholders' Meeting, as provided in the main provision of this Article, the Board of Directors shall set the compensation of the members of the Board of Directors and of the Chief Executive Officer, and the latter shall determine the individual compensation of each Vice President and each Executive Officer.

Article 18. Shareholders convening in a shareholders' meeting shall be entitled to approve a suspension of the rights, including voting rights, of any shareholder or Shareholder Group for noncompliance with any legal or regulatory provision or the provision of these Bylaws.

Paragraph 1. Shareholders representing at least 5% of the outstanding shares shall be entitled to call a shareholders' meeting mentioned in the main provision of this Article when the Board of Directors does not comply, within 8 days of receiving it, at the request of the call submitted, with the indication of non-complied obligation and the identification of the noncompliant shareholder or Shareholder Group.

Paragraph 2. Any Shareholders' Meeting that decides for suspending the rights of a shareholder or Shareholder Group shall be responsible, among other things, for deciding on the extent and period of suspension, provided, however, that no such action may suspend the shareholder's legally prescribed rights to monitor corporate management and request information from management.

Paragraph 3. The suspension of rights shall cease as soon as the shareholder fulfills the obligation.

Article 19. Where a shareholder has or represents interests that conflict with the interest of the Company in any matter submitted for consideration at a shareholders' meeting, such shareholder shall be required to abstain from interfering in the resolutions and voting the relevant motion. Under article 115 of Law No. 6.404/76, a shareholder that interferes in, or votes on any matter in which he or she or it has or represents conflicting interest, shall be deemed to be acting in abuse of voting power.

CHAPTER IV

MANAGEMENT

SECTION I - GENERAL PROVISIONS FOR THE MANAGEMENT BODIES

Article 20. The management of the Company is comprised by the Board of Directors and the Executive Management Board.

Sole paragraph. The roles of Board Chair and Chief Executive Officer are separate, and no person may accumulate the two functions.

9

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

Article 21. The members of the Board of Directors and of the Executive Management Board shall take office by signing the deed of investiture in the proper Company register, which shall also contemplate their subjection to the arbitration clause set forth in Article 74. The directors and officers must remain in office until their successors are appointed and take office.

Sole paragraph. The directors and officers of the Company shall also be required to adhere to the Disclosures and Securities Trading Policies issued by the Company by signing the relevant deed of adherence.

SECTION II - BOARD OF DIRECTORS

SUBSECTION I - COMPOSITION

Article 22. The Board of Directors shall comprise at least 7 and at most 11 members elected by the Shareholders' Meeting for a unified two-year term, reelection being permitted.

Paragraph 1. The Directors shall not hold positions in the Executive Management Boards of either the Company or its subsidiaries, during the term of office on the Board of Directors.

Paragraph 2. The Board of Directors shall adopt an Internal Regulation establishing, amongst other matters deemed convenient, its own operating guidelines, rules on the rights and responsibilities of the Directors, their attributions, if they do not contradict the provisions of these Bylaws, and the relationships with the Joint Board, with the Executive Management Board and with other corporate bodies.

Paragraph 3. With regard to the voting process for election of Directors, it shall be incumbent on the Chairman of the Shareholders' Meeting to determine the voting system by which the shareholders will be polled, with due regard for the provisions of Articles 23 and 24 of these Bylaws.

Paragraph 4. Unless upon a waiver declared at a Shareholders' Meeting, the eligibility requirements for candidate directors shall include those that are set forth below, in addition to the requirements set forth under applicable Law and regulations:

1. being over 25 years old;
2. having an upstanding reputation and being knowledgeable in the Company's policies and internal rules;
3. not having a spouse, domestic partner or relative to the second degree serving as director or officer of, or employed with, the Company or any of its subsidiaries; and;
4. not holding a position in any company deemed to be a competitor of the Company or its subsidiaries, as well as neither having, nor representing any party that has, a conflict of interest with the Company or its subsidiaries. A conflict of interest is presumed to exist, for example, relative to any person that, cumulatively: (i) has been elected by a shareholder that

10

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION