B3 S A Brasil Bolsa Balcão : Management Nomination Policy

MANAGEMENT NOMINATION POLICY

June 21, 2024

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

MANAGEMENT NOMINATION POLICY

TABLE OF CONTENTS
1	PURPOSE	3
2	SCOPE	3
3	REFERENCES	3
4	NOMINATION OF MEMBERS OF THE BOARD OF DIRECTORS AND ITS
	COMMITTEES	4
5	NOMINATION OF EXECUTIVE BOARD MEMBERS	9
6	FINAL CONSIDERATIONS	10

7 CHANGE LOG…………………………………………………………………………10

2	INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

MANAGEMENT NOMINATION POLICY

1 PURPOSE

This Policy aims to establish the applicable guidelines for nomination, selection and hiring of candidates to the positions of member of the Board of Directors, member of the advisory committees to the Board of Directors ("Committees") and members of the Statutory Board of Executive Officers, including the members nominated to the Joint Board ("Executive Board") to be adopted by B3 S.A. - Brasil, Bolsa, Balcão ("Company") to ensure that the nomination of its officers complies with the legislation and other rules governing the subject, and in line with the best corporate governance practices.

2 SCOPE

This Policy applies to the members of the Board of Directors, Committees and Executive Board nominated by shareholders or the Management, as the case may be.

3 REFERENCES

• Law No. 6.404/76 (Brazilian Corporate Law).
• Novo Mercado Rules.
• CVM Instruction No.135/2022.
• CVM Instruction No. 80/2022.
• Bylaws.
• Code of Conduct and Ethics.
• Brazilian Code of Corporate Governance - Public Companies.

3	INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

MANAGEMENT NOMINATION POLICY

• Internal Regulations of the Board of Directors.
• Internal Regulations of the Corporate Governance and Nomination Committee.

4 NOMINATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Corporate Governance and Nomination Committee is responsible for nominating candidates to the position of members of the Board of Directors and its Committees, ensuring whether the legal and regulatory requirements and those provided for in the Company's Bylaws are complied with.

The Corporate Governance Legal Office is responsible for receiving and filing the assessments and nominations for Board and Committee members made by the Management, and it must send to the Governance and Nomination Committee all the material necessary to carry out the analysis indicated above.

The Governance, Integrated Management and Cyber Security Department shall conduct background checks and reputational analyses of the candidates to the aforementioned bodies, as per the internal procedures, while the Legal Department shall be responsible for clarifying doubts regarding legal aspects related to the survey, and carry out the analysis of potential conflicts of interest regarding the candidates' performance. The nomination process by the Management may be carried out with the support of expert consultants.

Once elected to occupy positions in the Company, the members of the Board of Directors, Committees and Statutory Board are subject to the provisions of the Instrument of Investiture signed with B3, as well as the

4	INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

MANAGEMENT NOMINATION POLICY

Code of Conduct and Ethics and the Company's Policies.

4.1 Board of Directors

4.1.1 Composition

The composition of the Board of Directors must comply with applicable rules and with the requirements and conditions set forth in the legislation and regulations in force and in the Company's Bylaws and the Board's Internal Regulations.

For the composition of the Company's Board of Directors, the Management must consider candidates who, besides meeting the legal, regulatory and statutory requirements in force, must have a recognized professional record with solid experience, strategic vision, alignment and commitment to the Company's principles, values and code of conduct, as well as availability of time.

Additionally, in order to ensure composition of a body with multiple competencies, the Management must seek candidates who have experience, knowledge (practical or academic) and/or outstanding professional performance in a leading institution or entity in the respective segment in at least one of the following areas of expertise: administration, audit and accounting, financial and capital markets, management and corporate finance, legislation and regulation, corporate risks, legal risk, credit risk, information and cyber security, sustainability, corporate governance, human capital, information technology, innovation, and customer experience.

Furthermore, the Management must ensure that diversity aspects, including but not limited to knowledge, experiences, gender, race, sexual orientation, and other commonly under-represented groups are taken into account in the composition of the Board of Directors, in line with the Company's values and strategy.

The majority of the Company's directors will be Independent and Unbound Directors, and, for the purposes of this Policy, the definition of Independent and Unbound Directors must be the one provided for in

5	INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

MANAGEMENT NOMINATION POLICY

the Bylaws.

In addition to the requirements established in the previous items, no more than one member maintaining a connection with the same holder with authorization to operate in trading environments or systems, or registration of market trades managed by the Company, or with the same entity, conglomerate or group to which the said holder of the authorization pertains, may be a candidate for a seat on the Board of Directors.

Furthermore, to define the candidates, it must be taken into consideration that at least two (2) of the Company's directors will be Bound Directors, and for the purpose of this Policy, the definition of Bound Directors must be the one provided for in the Bylaws.

Finally, except in the case of waiver of the Shareholders' Meeting or the Board of Directors, as the case may be, candidates may not hold positions in companies that may be considered competitors of the Company or their subsidiaries, or that have or represent conflicting interests with the Company or their subsidiaries.

In this context, candidates for positions must declare conflicts or impediments existing prior to the election as well as during their term of office, for analysis by the competent areas of the Company. Candidates must also report family and legal relationships, or any other relationship of public knowledge with public officials, politically exposed persons and/or persons linked to public officials.

4.1.2 Election

The Board of Directors will have one (1) Chairman and one (1) Vice

6	INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

MANAGEMENT NOMINATION POLICY

Chairman, who will be elected by the majority of votes of those present at the first meeting of the Board of Directors occurring immediately after such members take office, or whenever there is a resignation from or vacancy in those positions, pursuant to the Company's Bylaws and Internal Regulations of the Board of Directors.

4.1.3 Procedure for Nomination of Members of the Board of Directors

For candidates nominated by the Management, pursuant to its powers and according to its database and the result of assessment by the members, the Governance and Nomination Committee must assess the possible candidates to the position of member of the Board of Directors and present its recommendation to the Board of Directors. In such an assessment, factors like the criteria set out in item 4.1.1 above, the number of terms already served by the candidate in the event of reelection assessment, the balance in the composition between new directors and already elected directors in order to facilitate the renewal

	of the Board of Director with the preservation of its history, in addition
	to attendance at meetings of the Board of Directors and the Committees
	of which they are part, when applicable, as set out in the Internal
	Regulations of the Board of Directors.
	The Board of Directors, in its turn, must assess the recommendation of
	the Governance and Nomination Committee and define the candidates
	who will be nominated by the Management every 2 years for analysis
	of the shareholders at the General Meeting. The Board of Directors
	must include, in the Management's Proposal regarding the General
	Meeting, whose agenda should include the decision for election of
	officers, its statement contemplating adherence to this Policy by each
	candidate to the position of member of the Board of Directors.
	Shareholders who wish to nominate candidates to the Board of
	Directors may notify the Company in writing informing the full name and
	qualification of the candidates in conformity with the applicable rule.
	Candidates nominated to the Company's Board of Directors, whether
	by its Management or by its shareholders, must meet the legal and
7	INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

MANAGEMENT NOMINATION POLICY

regulatory requirements, in addition to the criteria set out in the Company's Bylaws and the Internal Regulations of the Board of Directors.

A shareholder who submits nomination of a member for the Board of

Directors must submit all documents and statements required by CVM,

Novo Mercado Rule, the Company's Bylaws and the Internal

Regulations of the Board of Directors.

Candidates must observe the fiduciary duties of diligence, information and loyalty to the Company, which are provided for in the Brazilian Corporate Law.

In the event of vacancy in the position of member of the Board of Directors during the term of office, the Governance and Nomination Committee must adopt the same nomination procedure described in the previous paragraphs. This notwithstanding, the Board of Directors shall assess the recommendation of the Governance and Nomination Committee and, in accordance with the Company's Bylaws and the Internal Regulations of the Board of Directors, shall nominate the new Board of Directors member, whose term of office shall last until the first subsequent General Meeting when the Board Member who completes the term of office of the substituted member is elected.

4.2 Advisory Committees to the Board of Directors

	To improve performance of its duties, the Board of Directors may create
	committees or working groups with defined objectives to assist it and
	composed by people designated by it ("Committees").
	The Corporate Governance and Nomination Committee, based on the
	composition rules and requirements provided for in the respective
	internal regulations, as well as its database, results of assessments of
	the members and taking into account the frequency of the Committees'
	meetings, as set out in the Board of Directors' Internal Regulation, shall
	evaluate potential candidates to members of the Committees and shall
	present its recommendation to the Board of Directors, including the
	nomination of the Coordinator.
8	INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

MANAGEMENT NOMINATION POLICY

In the event of vacancy in positions in the Committees, including the position of Coordinator, the Board of Directors must, at first, evaluate the respective internal regulations to decide whether the nomination of a new member for the vacant position is mandatory.

Once the replacement of the position has been decided, the Board of Directors, advised by the Corporate Governance and Nomination Committee, must elect a new member.

5 NOMINATION OF STATUTORY BOARD MEMBERS

The composition of the Statutory Board must comply with the requirements and conditions set forth in the legislation and regulations in force and in the Company's Bylaws.

Candidates for the position of President of the Company must be referred to the Board of Directors by the Corporate Governance and Nomination Committee, which must take into account the following for nomination: (i) Its database; (ii) The results of assessment of the President in office; (iii) The Succession Plan in force for the President of the Company; and (iv) The requirements provided for in the Company's Bylaws and in the legislation and regulation in force.

The other members of the Statutory Board shall be referred to the Board of Directors by the President of the Company, who shall consider in their nomination: (i) Their database; (ii) The results of performance assessments of the Statutory Board members; (iii) The Statutory Board's Succession Plan in force; and (iv) The requirements provided for in the Company's Bylaws and in the current legislation, and shall previously submit the documents regarding the candidates to the Corporate Governance and Nomination Committee's assessment.

Diversity aspects must also be sought, including, but not limited to, knowledge, experience, gender, race, sexual orientation, and other commonly under-represented groups. These aspects must observed in

9	INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

MANAGEMENT NOMINATION POLICY

the composition of the Statutory Board, in line with the Company values and strategy.

Members of the Statutory Board must be exclusively devoted to the Company and, during their term of office and as defined in the Company's Bylaws, they may not have a connection with: (i) Holders authorized to trade in the trading environments or systems or market trade registration managed by the Company; (ii) Shareholders or Groups of Shareholders holding 5% or more of the Company's voting stock, as defined in the Company's Bylaws; (iii) An institution that is part of a securities distribution system in Brazil or abroad; (iv) Publicly-held companies; (v) An institution that operates in the management of securities portfolio; and (vi) Institutional Investors, as defined in the Company's Bylaws.

For replacement of any members of the Statutory Board, the Board of Directors must consider the succession plans existing in the Company, which aim to identify potential successors who have the necessary competencies to perform the required duties.

6 FINAL PROVISIONS

The provisions above apply immediately to the members of the Company's Board of Directors, Committees and Statutory Board.

Omissions or exceptions to this Policy must be communicated and resolved by the Board of Directors.

7 CHANGE LOG

Effective date: June 21, 2024.

1st draft: June 25, 2020.

Areas responsible for the document:

Responsibility

Area

Drafting

Legal Department

10	INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION