B3 S A Brasil Bolsa Balcão : Minutes of the BM - 05/09/2024

B3 S.A. - BRASIL, BOLSA, BALCÃO

PUBLICLY-HELD COMPANY

CNPJ No. 09.346.601/0001-25

NIRE 35.300.351.452

MINUTES OF THE ORDINARY MEETING OF THE BOARD OF DIRECTORS

HELD ON MAY 9, 2024

1. Date, Time and Place: On May 9, 2024, at 06:00 p.m., by electronical means, provided that the place of the meeting is considered as the headquarters 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: Mr./Ms. Antonio Carlos Quintella - Chairman, Ana Dolores Moura Carneiro de Novaes, Caio Ibrahim David, Claudia de Souza Ferris, Claudia Farkouh Prado, Cristina Anne Betts, Florian Bartunek, Guilherme Affonso Ferreira, Mauricio Machado de Minas, Pedro Paulo Giubbina Lorenzini e Rodrigo Guedes Xavier - Directors.
3. Presiding Board: Mr. Antonio Carlos Quintella - Chairman; and Ms. Iael Lukower - Secretary.
4. Discussions were held by the Board of Directors, having authorized the drawing up of these minutes in summary form:

1. Quarterly Financial Statements - 1st quarter 2024: The Board of Directors unanimously approved, based on the support material, according to the Audit
   Committee's recommendation, as well as observing the report issued by the Independent
   Auditors Deloitte Touche Tohmatsu Auditores Independentes Ltda., the Financial Statements of the 1st quarter of 2024.
2. Cancellation of Shares: Approve, by unanimous vote of those present, the cancellation of 100 million 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 5,546,500,000 shares.
3. Capital Stock Increase: Approve, by unanimous vote of those present, the proposed capital stock increase of the Company in the amount of R$350,000,000.00, by means of the capitalization of capital reserves and without the issue of new shares, pursuant to the provisions of article 8, paragraph 2, item (iii) of its By-Laws, and subject to the favorable opinion of the Fiscal Council of the Company. The information required by CVM No. 80/22 is specified in Exhibit I to these minutes.

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

(Continued Minutes of the Ordinary Meeting of the Board of Directors of B3 S.A. - Brasil, Bolsa, Balcão held on May 9, 2024)

5. Adjournment: There being no further business to discuss, these minutes were drawn up and then approved and signed by all Directors presents. São Paulo, May 9, 2024. (sgd) Ana Dolores Moura Carneiro de Novaes, Antonio Carlos Quintella, Caio Ibrahim David, Claudia de Souza Ferris, Claudia Farkouh Prado, Cristina Anne Betts, Florian Bartunek, Guilherme Affonso Ferreira, Mauricio Machado de Minas, Pedro Paulo Giubbina Lorenzini e Rodrigo Guedes Xavier.

This is a true copy of the minutes recorded in the proper register.

Antonio Carlos Quintella

Chairman

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

(Continued Minutes of the Ordinary Meeting of the Board of Directors of B3 S.A. - Brasil, Bolsa, Balcão held on May 9, 2024)

EXHIBIT I

COMMUNICATION OF CAPITAL STOCK INCREASE DETERMINED BY THE

BOARD OF DIRECTORS

(in accordance with Annex E of RCVM No. 80/22)

1. Amount of the capital stock increase and the new capital stock:

Amount of the capital stock increase	R$ 350,000,000.00
New capital stock	R$ 12,898,655,563.88

1. Inform as to whether the increase will be implemented by means of: i) the conversion of debentures or other debt securities into shares; ii) the exercise of subscription rights of or subscription warrants; iii) the capitalization of profits or reserves; or iv) the subscription of new shares:
2. 
   The increase in the Company's capital stock will be achieved by means of the capitalization of a portion of the profit reserves without any new shares being issued.
3. Reasons for the capital increase and its legal and economic consequences:
4. 
   Since the increase will be achieved by means of the capitalization of a portion of the capital reserves and without any new shares being issued, it is a transfer within shareholders' equity, without other legal or economic consequences, in order to reestablish the ratio amongst the net equity capital accounts of the Company.
5. Fiscal council's opinion, if applicable:
6. 
   The Fiscal Council resolved to be in favor of the capital increase in the meeting held on May 9, 2024, which minutes and opinion are available on the site of the Brazilian Securities Commission (www.cvm.gov.br) and on the site of the Investor Relations of B3 S.A. - Brasil, Bolsa, Balcão (https://ri.b3.com.br/en/).
7. In the event of a capital increase through the subscription of shares: i) describe the destination of the funds; ii) inform the number of shares issued of each type and class;
8. 1. describe the rights, advantages and restrictions attributed to the shares to be issued; iv) inform whether related parties, as defined by the accounting rules dealing with this subject, will subscribe shares in the capital increase, specifying the respective amounts, when these amounts are already known; v) inform the issue price of the new shares; vi) inform the nominal value of the shares issued or, in the case of shares with no nominal value, the portion of the issue price that will be allocated to the capital reserve; vii) provide the directors' opinion on the effects of the capital increase, especially with regard to the dilution caused by the increase; viii) provide information on the criteria used to calculate the issue price and justify, in detail, the

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

(Continued Minutes of the Ordinary Meeting of the Board of Directors of B3 S.A. - Brasil, Bolsa, Balcão held on May 9, 2024)

economic aspects that determined its choice; ix) if the issue price was set at a premium or discount in relation to the market value, identify the reason for the premium or discount and explain how it was determined; x) provide a copy of all the reports and studies that supported the setting of the issue price; xi) inform the issue prices of shares in capital increases carried out in the last 3 (three) years; xii) present the percentage of potential dilution resulting from the issue; xiii) inform the terms, conditions and form of subscription and payment of the shares issued; xiv) inform whether shareholders will have pre-emptive rights to subscribe for the new shares issued and detail the terms and conditions to which this right is subject; xv) inform the management's proposal for dealing with any surpluses; xvi) describe in detail the procedures that will be adopted if there is provision for partial approval of the capital increase; and xvii) if the issue price of the shares may be, in whole or in part, paid in assets: a) provide a full description of the assets that will be accepted; b) clarify the relationship between the assets and its corporate purpose; and c) provide a copy of the asset appraisal report, if available.

Not applicable.

6. In the case of a capital increase by means of the capitalization of profits or reserves:

I - Inform as to whether it will imply any change in the stock's par value, if any, or the distribution of any new shares among the shareholders;

The Company's shares do not have any par value and there will not be any distribution of new shares among the shareholders.

1. - Inform whether or not the capitalization of profits or reserves will be effected with or without modification in the number of shares, in the companies with shares without any nominal value;

The capitalization of a portion of the capital reserves will be carried out without any new shares being issued.

1. - in the case of distribution of new shares: a) state the number of shares issued of each type and class; b) state the percentage that the shareholders will receive in the form of shares; c) describe the rights, advantages and restrictions attributed to the shares to be issued; d) state the acquisition cost, in Reais per share, to be attributed so that the shareholders can comply with article 10 of Law 9.249, of December 26, 1995; and e) give details regarding the treatment of fractions, if applicable;

Not applicable.

IV - State the period established in paragraph 3 of article 169 of Law 6.404, of 1976;

Not applicable.

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION

(Continued Minutes of the Ordinary Meeting of the Board of Directors of B3 S.A. - Brasil, Bolsa, Balcão held on May 9, 2024)

V - Information and documents provided for in article 5 above, when applicable.

Not applicable.

7. In the case of a capital increase by means of conversion of debentures or other debt instrument into shares or by exercise of subscription: i) inform the number of shares issued of each type and class; and ii) describe the rights, advantages and restrictions attributed to the shares to be issued.

Not applicable.

INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION