B3 S A Brasil Bolsa Balcão : AESM - Final consolidated synthetic map

Resolve on the managers' accounts and the Financial Statements for the

Abstain

561,027,148

1

Approve

3,100,954,483

fiscal year ending 12/31/2023.

Reject

6,932,399

Resolve on the allocation of the earnings for the fiscal year ending

12/31/2023, as detailed in the Management Proposal, as follows.

(i) allocate part of the corporate net profit for the fiscal year to the dividend

account in the amount corresponding to R$2,540,950,000.00, of which

Abstain

100,617,370

R$2,166,950,000.00 has already been paid to shareholders through dividends

and interest on equity, based on art. 57 of the Company's Bylaws, leaving a

balance of R$374,000,000.00, to be distributed as dividends, equivalent to

the value of R$0.06690029, per share, being that:

a) the values per share are estimated and may be modified due to the sale of

treasury stock to comply with the Company's Stock Grant Plan or other plans

2

based on shares, or even due to the acquisition of shares within the scope of

Approve

3,568,296,660

the Repurchase Program;

b) the aforementioned payment will be made on April 5, 2024 and will be

based on the calculation of the shareholding position on February 27, 2024;

c) the Company's shares were traded on the "with" condition until and

including February 27, 2024, and on the "ex" dividend condition as from

February 28, 2024; and

(ii) allocate the remainder of the amounts recorded under the heading of

Reject

-

accumulated profits for the fiscal year to the legal reserve and to the

statutory reserve, in accordance with art. 56, § 1, (ii), of the Companys

Bylaws, in the respective amounts of R$206,596,416.53 and

R$1,387,755,386.94.

Management Proposal: Resolve on the global remuneration of managers for

Abstain

125,610,038

3

2024 in the amount of R$153,501,075.86, in accordance with the

Approve

3,498,691,195

Management Proposal.

Reject

44,612,797

Do you wish to request the establishment of a fiscal council, under the terms

Abstain

144,796,054

of article 161 of Law 6,404, of 1976? (If the shareholder chooses "no" or

4

Yes

3,523,722,512

"abstain", his/her shares will not be computed for the request of the

establishment of the fiscal council).

No

395,464

Slate proposed by the Administration:

Abstain

140,915,163

André Coji (Efetivo) / Stânia Lopes Moraes (Suplente)

5

Ângela Aparecida Seixas (Efetivo) / Maria Paula Soares Aranha (Suplente)

Approve

3,525,037,068

Marcus Moreira de Almeida (Efetivo) / Benilton Couto da Cunha (Suplente)

Nomination of all the names that compose the slate.

Reject

2,961,799

If one of the candidates of the slate leaves it, to accommodate the separate

Abstain

149,033,113

6

election referred to in articles 161, paragraph 4, and 240 of Law 6404, of

Yes

470,855,698

1976, can the votes corresponding to your shares continue to be conferred to

the same slate?

No

3,049,025,219

Abstain

130,724,236

In the event of the installation of the Fiscal Council, to set its remuneration,

7

Approve

3,534,174,967

in accordance with corporate law, at up to R$627,987.36.

Reject

4,014,827

Resolve the adjusts to the Bylaws, as detailed in the Proposal, to:

Abstain

94,339,415

Block A - Corporate Purpose: A.1. Adapt the description of activities to current

1

regulations (items II, V, IX and sole paragraph (f) of Art. 3).

Approve

3,608,406,461

A.2. Adapt the scope of data services (section VIII of Article 3).

A.3. Adapt the scope of auction services (section X of Art. 3).

Reject

-

A.4. Extend the Companys list of regulators (section XIII of Article 3).

Abstain

93,953,515

Block B - Capital Stock: B.1. Register the cancellation of shares approved by

2

the Board of Directors on December 7, 2023, changing the capital stock from

Approve

3,608,792,361

5,819,000,000 to 5,646,500,000 common shares ("heading" of Article 5).

Reject

-

Block C -Transfer of Powers from the Board of Directors to the President:

C.1. Align the provision with the effective process of succession of members of

Abstain

103,465,770

the Board (Art. 29, (b)).

C.2. Attributing to the Chairman the power to propose to the Corporate

Governance and Nomination Committee the duties of all Directors, and not

just those who report directly to him (amendment of Articles 35 (b) and 49,

Approve

3,598,853,506

3

sole paragraph (e), and deletion of the former item (b) of Article 37 and the

former item (f) of the sole paragraph of Article 49).

C.3. Transfer to the President the power to inform the CVM about events that

affect the markets managed by B3, as well as to submit reports relating to

operations carried out and/or registered in the environments managed by the

Reject

426,600

Company (transfer of old items (g) and (h) of §1 of Art. 37 for items (k) and (l)

of Art. 35).

Block D - Corporate Authorization Policy:

Abstain

94,882,315

D.1. Include a reference to the Corporate Authorization Policy to be approved

by the Board of Directors related to certain powers of the Joint Board

4

established in Article 37, so that they can be shared with Company Directors

Approve

3,607,437,961

whose duties have technical relevance to the respective themes. The

objective of the Policy is to promote greater speed in decision-making and

more robustness to the Companys governance structure (change in items (e),

Reject

425,600

(g), (h), (m), (n) and (q).

Block E - Approval of Debenture Issue by the Joint Board:

Abstain

94,339,415

E.1. Authorize the Joint Board to approve the issue of non-convertible

5

debentures at an amount lower than the Reference Value under the terms

Approve

3,608,406,461

provided for in §1 of Article 59 of the Brazilian Corporation Law, amended by

Law No. 14.711/2023 (inclusion of item (f) in Art. 37).

Reject

-

Resolution

Resolution Vote

Number of

Code

Shares

Abstain

94,339,415

Block F - Powers of the Board of Directors:

Approve

3,608,406,461

6

F.1. Clarify that the duties of the Board of Directors include those established

in current regulations and in the Internal Regulations ("heading" of Art. 29).

Reject

-

Abstain

96,796,715

Block G - Powers of the Joint Board:

7

G.1. Include item (u) of Article 37 to reflect in the Statute the powers of the

Approve

3,605,949,161

Collegiate Board within the scope of the Related Party Transactions Policy.

Reject

-

Block H - Powers of the CEO:

Abstain

103,465,770

H.1. Adjust the provision to better qualify the organizational structure

approved by the President (Art. 35, item (e)).

8

H.2. Adapt to the concept of CVM Resolution No. 135/22 (Art. 35, itens (i) and

Approve

3,599,280,106

(j)).

H.3. Assign the President the authority to approve the Regulations of the

Reject

-

Committees created to provide this person with advice (Art. 35, §3).

Block I - Other Adjustments:

I.1. Functioning of the Meeting. Adjust §6 of Article 12 to make it compatible

with the wording of the Brazilian Corporation Law (art. 125).

Abstain

96,795,715

I.2. Management Compensation. Adjust the sole paragraph of Article 17 to

clarify that it is the responsibility of the Board of Directors to distribute the

bodys compensation approved at the Meeting among its members.

I.3. Composition of Board (CA). Adjust §4 (d) of Art. 22 to clarify that the

hypotheses provided for therein are exemplary; and §9 of Art. 22 to include a

definition of Related Board Member.

I.4. Replacement/Vacancy in the Joint Board. Adjust Arts. 40, 41 and 42 to

clarify that the replacement criteria extend to the functions performed by

Approve

3,605,950,161

9

statutory employees as executives of the Company, as well as to functions as

members of the Joint Board.

I.5. Company Representation. Delete §1 of Article 43 to simplify the text;

adjust the sole §, item (a), to include other corporate types; adjust the sole §,

item (b), and Art. 44, to include "et extra" powers to the ad judicia clause; and

adjust the sole §, item (c), to include private entities.

I.6. Powers of the Pricing and Products Committee. Adjust Article 50, sole

paragraph, to include the possibility of establishing other powers through the

Internal Regulations.

Reject

-

I.7. Formal adjustments. Other formal writing adjustments (including for

better understanding of provisions), spelling, cross-reference, renumbering

and gender adjustments, as detailed in the Management Proposal.

Abstain

94,339,415

10

To restate the Bylaws of the Company in order to reflect the changes above.

Approve

3,608,406,461

Reject

-