B3 S A Brasil Bolsa Balcão : AESM - Management's Proposal

ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETINGS

Management Proposal and Manual for Participation

B3 S.A. - Brasil, Bolsa,

Balcão

April 27, 2023

TABLE OF CONTENTS

Message from the Chairman of the Board of Directors …………………………………………………………… 03

Guidance on Participation in the Shareholders' Meetings ……………………………………………………… 06

Clarifications and Guidance …………………………………………………………………………………………………………… .. 06

A. Participation in Shareholders' Meetings ......................................................................................................... 07

A.1. Guidance for participation through electronic system .......................................................................... 08

A.2. Guidance for participation through Remote Voting Form ................................................................... 10

A.2.1. Sending of forms through service providers ................................................................................................... 11

A.2.2. Sending of forms directly to the Company ...................................................................................................... 11

A.3. Guidance for participation through a proxy ................................................................................................ 12

A.3.1. Power of attorney ....................................................................................................................................................... 12

A.3.2. Pre-accreditation ........................................................................................................................................................ 17

B. Management Proposal ................................................................................................................................................. 18

B.1. Matters to be resolved at the Annual Shareholders' Meeting .......................................................... 18

1) Management Accounts and 2022 Financial Statements .................................................................................... 18

2) Proposal for Allocation of the Result for the Fiscal Year .................................................................................... 19

3) Global Compensation of Managers ........................................................................................................................... 20

4) Number of members of the Board of Directors ..................................................................................................... 26

5) Election of members of the Board of Directors ..................................................................................................... 26

6) Election of members of the Fiscal Council, if installed ....................................................................................... 41

7) Definition of the compensation of the Fiscal Council, if elected ....................................................... 44

B.2. Matters to be resolved at the Extraordinary Shareholders' Meeting ...................................... 45

1) Amendments to the Bylaws .......................................................................................................................................... 45

2) Consolidation of the Bylaws .......................................................................................................................................... 49

C. Additional information and documents ........................................................................................................... 49

Exhibits ........................................................................................................................................................................................... 50

• I. Officers' comments on the Company's financial condition (Item 2 of Reference Form)

• II. Information on the Proposal for Allocation of Income (Exhibit A to CVM Resolution 81)

• III. Information on candidates for the Board of Directors and Fiscal Council (Item 7 of Reference Form)

• IV. Information on the Compensation of Managers (Item 8 of Reference Form)

• V. Bylaws Comparative Table

• VI. Consolidated version of the Bylaws

Message from the Chairman of the Board of Directors

Dear Shareholders,

It is with great satisfaction that, on behalf of the Board of Directors, we hereby invite you to attend the Annual and Extraordinary Shareholders' Meetings of B3 S.A. - Brasil, Bolsa, Balcão ("B3 or Company") to be held, cumulatively, on April 27, of 2023, at 11:00 a.m. (Brasília time), exclusively digitally ("Meetings" or "AGOE").

And in this introductory letter, we would like to emphasize some issues for B3 shareholders.

In the past year, the global economy presented a scenario marked by uncertainties, volatility, and relevant changes. In environments like this, we believe it is necessary to clearly define and articulate B3's medium and long-term strategic journey. We understand that, in this manner, it is possible to reconcile the confrontation of short-term challenges with initiatives aimed at innovation and sustainable growth, which are necessary to ensure the Company's perpetuity.

In 2022, we seek to make progress with this vision. We took important steps on this journey, with implementation of the investment plans that we had outlined in previous cycles. Thus, we were able to advance in our ambidextrous business model, which seeks to strengthen activities linked to our core business combined with the expansion of business in adjacent areas.

We brought news to our traditional areas of activity, stimulating innovation, promoting agility, and investing in new platforms and modularization. On this front, we expanded the offer of products and services both for the listed market (with new options for BDRs, ETFs, and indices), as well as for the organized over-the-counter market and financing infrastructure.

We also made progress towards the objectives of getting closer to our clients and attracting potential clients to our business environments, improving our relationship tools and delivering new solutions to all segments and market participants - such as investors, issuers, and financial institutions.

Our expansion strategy for activities that surround our core business continues at a strong pace. In 2022, we created B3 Digitas, which will have the mission of offering specialized market infrastructure for the digital asset industry. We also announced the launch of L4 Venture Builder, a fund designed to invest in the entrepreneurship innovation ecosystem.

We also took important steps on the growth front related to data and analytical solutions. After the acquisition of Neoway, which took place in 2021, we announced the purchase of Neurotech, a company specialized in creating artificial intelligence systems and solutions, machine learning, and big data.

We believe that these inorganic initiatives will allow the development of products and services based on our unique and proprietary data bases. By acquiring two companies recognized for their expertise in data solutions, we created the conditions to rapidly expand our business portfolio, increase client capillarity, and capture growth opportunities in this segment much faster than we would have done organically.

It is also important to note that the evolution of our business is only possible with a careful look at our people. Here at B3, we believe in the way of being of each person and in the diversity of the group of talented employees that make up our team. Different looks make us discover new paths, and the basis of this is respect and joint construction. We believe in individual potential driven by collaboration. We seek to offer all our talents opportunities for professional development. We understand that beyond diversity, learning drives us towards innovation. For that purpose, we encourage a continuous learning process and develop several actions to reinforce the engagement of our teams. For us, those who learn more today do better tomorrow and support us in building the changes in the world we want to see and experience. That's the B3 way.

We have made important progress in this field, which is helping us to build the Company's future. In this context, we made notable progress in the diversity, equity, and inclusion issue. We made public commitments and, throughout the year, we developed numerous initiatives related to this issue, which involved all levels of our organization. As a result of our practices, we were recognized as the Best Company to Work in the Financial Services category and one of the best in the Technology industry, according to the Great place to Work (GPTW).

In 2022, we also took an important step in our market induction strategy, with the presentation of the ESG Annex, a proposal that aims to encourage companies to increase gender diversity and the representation of underrepresented groups in senior leadership positions. The idea, by means of the "practice or explain" concept, is to shed more light and transparency on the issue, encouraging companies to adopt diversity goals, but without interfering with their autonomy. That means, companies listed on B3 may or may not adopt the proposed practices, reporting or explaining their decisions to the market.

It is also worth noting the advances we have promoted in our social agenda.

Through B3 Social, we invested more than R$56 million in projects spread across all states in Brazil. Following our strategy, we support structuring projects in the area of education and work to tackle emergency problems, such as fighting hunger and supporting families living in areas affected by extreme rainfall. It is estimated that, in this way, we have benefited 13.3 million people.

Finally, it is important to highlight the financial results and distribution of earnings in the period. Even under more demanding conditions, we maintained our performance at a level close to the previous year (when record volumes were observed) and above pre-pandemic levels. In the year, gross revenue reached R$10.1 billion; recurring EBITDA amounted to R$6.7 billion; and recurring net income reached R$4.2 billion. In addition, we distributed R$5.3 billion in dividends to shareholders.

Looking back over year 2022, we conclude that, in a complex and challenging environment, we were able to take relevant steps to strengthen our position in the areas in which we operate. In 2023, we are continuing our strategic journey, walking with purpose and determination. Thus, we will be able to face the new challenges that arise and continue to generate value for all interested groups and society as a whole, with responsibility, ethics, and transparency.

Having made these important considerations, we reiterate you that the Company's Meetings will be held on April 27, 2023, at 11:00 a.m., exclusively digitally, with information on the matters on the agenda and guidelines on how to participate and vote (via remote voting form or Microsoft Teams) are detailed throughout this document.

We kindly ask you to examine the documents related to the Meetings that are available at the Company's head office, at the Investor Relations (http://ri.b3.com.br), as well as at the website of the Brazilian Securities Commission (www.cvm.gov.br).

We remain at your disposal for further clarification.

Antonio Carlos Quintella

Chairman of the Board of Directors