B3 S.A. - Brasil, Bolsa, Balcão
CNPJ nº 09.346.601/0001-25
NIRE 35.300.351.452
ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING
Synthetic maps of the remote voting procedure
B3 S.A. - Brasil, Bolsa, Balcão ("B3" or "Company") announces that in compliance with CVM Resolution 81/22 it is publishing the synthetic map of the remote voting procedure with voting instructions sent by shareholders to the Custody Agent, Central Securities Depository and Bookkeeping Agent for each item on the postal ballot including the resolutions submitted to the Annual and Extraordinary Shareholder's Meetings to be held on April 25, 2024. The attached spreadsheet contains the information from the synthetic maps.
São Paulo, April 22, 2024
André Veiga Milanez
Chief Financial, Corporate and Investor Relations Officer
Relações com Investidores: +55 11 2565-7739 / 4129 / 7976 / 6408 / 5308 | RI@B3.COM.BR
INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION
Synthetic map of the remote voting procedure
Annual Shareholders' Meetings (ASM) - 04/25/2024 11:00 a.m.
Resolution Code
Resolution Description
Resolution Vote
Number of
Shares
Resolve on the managers' accounts and the Financial Statements for the | Abstain | 461,123,949 | |
1 | Approve | 2,863,774,662 | |
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 | 36,000 | |
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 | 3,331,795,010 |
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 | 11,557,784 | |
3 | 2024 in the amount of R$153,501,075.86, in accordance with the | Approve | 3,281,445,481 |
Management Proposal. | Reject | 38,827,745 | |
Do you wish to request the establishment of a fiscal council, under the terms | Abstain | 9,644,760 | |
of article 161 of Law 6,404, of 1976? (If the shareholder chooses "no" or | |||
4 | Yes | 3,321,791,786 | |
"abstain", his/her shares will not be computed for the request of the | |||
establishment of the fiscal council). | No | 394,464 | |
Slate proposed by the Administration: | Abstain | 10,245,978 | |
André Coji (Efetivo) / Stânia Lopes Moraes (Suplente) | |||
5 | Ângela Aparecida Seixas (Efetivo) / Maria Paula Soares Aranha (Suplente) | Approve | 3,318,623,233 |
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 | 11,652,325 | |
6 | election referred to in articles 161, paragraph 4, and 240 of Law 6404, of | ||
Yes | 417,866,251 | ||
1976, can the votes corresponding to your shares continue to be conferred to | |||
the same slate? | No | 2,902,312,434 | |
Abstain | 36,000 | ||
In the event of the installation of the Fiscal Council, to set its remuneration, | |||
7 | Approve | 3,328,507,411 | |
in accordance with corporate law, at up to R$627,987.36. | |||
Reject | 3,287,599 | ||
INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION
Synthetic map of the remote voting procedure
Extraordinary Shareholders' Meeting (ESM) - 04/25/2024 11:00 a.m.
Resolution
Code
Resolution Description
Resolution Vote
Number of
Shares
Resolve the adjusts to the Bylaws, as detailed in the Proposal, to: | Abstain | 421,900 | |
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 | 3,372,866,475 |
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 | 36,000 | ||
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 | 3,373,252,375 |
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 | 964,800 | |
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 | 3,371,897,975 | |
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 | 425,600 | |
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 | 964,800 | |
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 | 3,371,897,975 |
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 | 421,900 | |
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 | 3,372,866,475 |
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 | - | |
INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION
Resolution | Resolution Vote | Number of | |
Code | Shares | ||
Abstain | 421,900 | ||
Block F - Powers of the Board of Directors: | |||
Approve | 3,372,866,475 | ||
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 | 964,800 | ||
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 | 3,372,323,575 |
Collegiate Board within the scope of the Related Party Transactions Policy. | |||
Reject | - | ||
Block H - Powers of the CEO: | Abstain | 964,800 | |
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 | 3,372,323,575 |
(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 | 964,800 | |
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 | 3,372,323,575 | |
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 | 421,900 | ||
10 | To restate the Bylaws of the Company in order to reflect the changes above. | ||
Approve | 3,372,866,475 | ||
Reject | - | ||
INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION
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B3 SA Brasil Bolsa Balcao published this content on 22 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2024 21:41:00 UTC.