B3 S.A. - Brasil, Bolsa, Balcão
Brazilian Federal Taxpayer CNPJ No.09.346.601/0001-25
Corporate Registry (NIRE) No. 35.300.351.452
ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETINGS
Synthetic maps of the remote voting procedure
B3 S.A. - Brasil, Bolsa, Balcão ("B3" or "Company") announces that in compliance with CVM Instruction 81/22 it is publishing the synthetic maps 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 27, 2023. The attached spreadsheet contains the information from the synthetic maps.
São Paulo, April 24, 2023
André Veiga Milanez
Chief Financial, Corporate and Investor Relations Officer
Investor Relations +55 11 2565-7739 / 4129 / 6408 / 7830 / 7976 | RI@B3.COM.BR
INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION
Synthetic map of the remote voting procedure
Annual Shareholders' Meetings (ASM) - 04/27/2023 11:00 a.m.
Resolution Code
Resolution Description
Resolution Vote
Number of
Shares
To resolve on the management accounts and the Financial Statements | Abstain | 542,837,822 | |
1 | Approve | 3,095,440,691 | |
referring to the fiscal year ended December 31, 2022. | |||
Reject | 7,990,760 | ||
To resolve on the allocation of income in the fiscal year ended December 31, | Abstain | 515,200 | |
2022, on the following terms as detailed in the Management Proposal: (I) To | |||
allocate part of the corporate net income for the fiscal year to the account of | |||
dividends, in an amount corresponding to R$2,282,604,000.00, of which | |||
R$2,070,014,000.00 have already been paid to the shareholders as dividends | Approve | 3,645,754,073 | |
2 | and interest on equity, during the year, based on article 57 of the Bylaws, | ||
with a remaining balance of R$212,590,000.00 to be distributed as dividends, | |||
as detailed in the Management Proposal; and (II) allocate the amounts | |||
recorded under retained earnings during the year, in the amount of | |||
R$1,945,002,580.83 to the statutory reserve, pursuant to Article 56, | Reject | - | |
paragraph 1, (ii) of the Bylaws. | |||
To define that the Company's Board of Directors will be composed of eleven | Abstain | 515,200 | |
3 | Approve | 3,645,754,073 | |
(11) members in the 2023-2025 term. | |||
Reject | - | ||
Abstain | 148,613,917 | ||
Nomination of all the names that compose the slate (the votes indicated in | Approve | 3,326,381,973 | |
4 | this section will be disregarded if the shareholder with voting rights fills in | ||
the fields present in the separate election of a member of the board of | |||
directors and the separate election referred to in these fields takes place). | Reject | 171,273,383 | |
If one of the candidates that composes your chosen slate leaves it, can the | Abstain | 6,399,367 | |
5 | votes corresponding to your shares continue to be conferred on the same | Approve | 396,097,401 |
slate? | Reject | 3,243,772,505 | |
In case of a cumulative voting process, should the corresponding votes to | Abstain | 514,882,700 | |
your shares be equally distributed among the members of the slate that | |||
you´ve chosen? If the shareholder chooses "yes" and also indicates the | Approve | 3,131,386,573 | |
"approve" answer type for specific candidates among those listed below, | |||
6 | |||
their votes will be distributed proportionally among these candidates. If the | |||
shareholder chooses to "abstain" and the election occurs by the cumulative | |||
voting process, the shareholder's vote shall be counted as an abstention in | Reject | - | |
the respective resolution of the meeting. | |||
Ana Dolores Moura Carneiro de Novaes | 285,327,884 | ||
Antonio Carlos Quintella | 284,397,166 | ||
Caio Ibrahim David | 285,327,884 | ||
Claudia de Souza Ferris | 285,311,090 | ||
Claudia Farkouh Prado | 285,327,884 | ||
7 | View of all the candidates that compose the slate to indicate the cumulative | ||
Cristina Anne Betts | 285,008,769 | ||
voting distribution. | |||
Florian Bartunek | 285,311,090 | ||
Guilherme Affonso Ferreira | 283,140,661 | ||
Maurício Machado de Minas | 283,543,078 | ||
Pedro Paulo Giubbina Lorenzini | 283,046,151 | ||
Rodrigo Guedes Xavier | 285,327,884 | ||
To resolve on the aggregate compensation of the managers for year 2023 in | Abstain | 54,632,320 | |
8 | the amount of R$136,019,485.31,under the terms of the Management | Approve | 3,513,265,780 |
Proposal. | |||
Reject | 78,371,173 | ||
Abstain | 515,200 | ||
9 | Do you wish to request the installation the fiscal council, pursuant to article | ||
Approve | 3,645,289,060 | ||
161 of Law No. 6.404, of 1976? | |||
Reject | 465,013 | ||
Abstain | 1,325,470 | ||
10 | Nomination of all the names that compose the slate - Fiscal Council | ||
Approve | 3,641,031,904 | ||
Reject | 3,911,899 | ||
INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION
Resolution Code | Resolution Description | Resolution Vote | Number of | |
Shares | ||||
If one of the candidates of the slate leaves it, to accommodate the separate | Abstain | 6,953,227 | ||
11 | election referred to in articles 161, paragraph 4, and 240 of Law 6404, of | Approve | 399,965,931 | |
1976, can the votes corresponding to your shares continue to be conferred | Reject | 3,239,350,115 | ||
to the same slate? | ||||
In the event of installation of the Fiscal Council, to fix its compensation, | Abstain | 47,971,324 | ||
12 | Approve | 3,592,629,724 | ||
under the corporate law, in R$546,480.00. | ||||
Reject | 5,668,225 | |||
INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION
Synthetic map of the remote voting procedure
Extraordinary Shareholders' Meeting (ESM) - 04/27/2023 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:Block | Abstain | 515,200 | |
A-A1.Include,in §2º of Art22,ref.to establish attributions to the Board (BoD) | Approve | 3,685,842,869 | |
by means of Internal Regulation.A2Adjust the def. of holder of Access | |||
Authorization,to alight with the concept of Participant of CVM Resol.135 (Res) | |||
adjusting §§8 and 9 of Art22 and §1 of Art28.A3Adapt the def. of Independent | |||
and NonBound Director to the Res, with the alteration of lines a,b,c and | |||
inclusion line d in §10 of Art22.A4Adapt to the Res the requirements for | |||
investiture of a member of the Board, adjusting §2º of Art23.A5Adjust the | |||
BoD powers to the Res, adjusting lines a,b,i and j of Art30.A6Include,in the | |||
Art33, the need to comply with the requirements of the §4 of Art. 22. for | |||
investiture as a member of the Exec. Board.A7Include ref. to the provision of | |||
attributions of the bodies in Internal Regulations,as Res, adjusting the Art | |||
35,of the current §3 of Art 45,of Art48, f the Sole§ of Art49,of §1 of Art51 and | |||
1 | of the Sole§ of Art52.A8Consolidate the ref. to the Internal Committees, with | ||
the inclusion of a new §3 to Art35,reallocation of line l of Art37 to Art39 and | |||
inclusion,in the latter Art,of the Sole§,making it clearer that Committees will | |||
function according to their Regulations and that the Exec. Board will | Reject | - | |
approve,as per conferred by the Res.A9(i)reflect in Art73 the possibility of self- | |||
regulatory activities being exercised by an association,not necessarily by a | |||
company, as Res;and (ii) harmonize the wording of the referred Art to the | |||
provisions of the Res.A10Adjust the wording (i) of lines a, d, e and f of the | |||
Sole§ of Art3 to include mention to the clearing and deposit systems;and | |||
(ii)adjust the wording of these items,of line b of the same Art and of item c of | |||
Art47 to harmonize with the wording of the Res.A11Exclude from the Bylaws | |||
the analysis of changes in the corporate control and the appointment | |||
managers of companies that are authorized to operate in the trading or | |||
registration systems of the markets managed by B3,excluding part of the | |||
current line m of Art35,since this is a broader obligation | |||
Block B - Corporate Purpose: B.1. (i) Align the text of item II of Article 3 to the | Abstain | 515,200 | |
provisions of the Resolution; (ii) change item XIII of the referred Article, since | |||
the current text already provides for prior authorization by the regulatory | Approve | 3,685,842,869 | |
2 | agencies, as applicable, and any new activities must follow the proper | ||
regulation, if any; and (iii) change item XIV, since the activities carried out by | |||
the entities in which the Company will have an interest must respect the | Reject | - | |
current regulation, as applicable, as well as the investment decision-making | |||
governance already provided for in the Bylaws. | |||
Block C - Capital Stock: C.1. Change the expression of the Companys capital | Abstain | 515,200 | |
3 | stock in Article 5 to reflect the cancellation of 280 million shares held in | Approve | 3,685,842,869 |
treasury, as approved by the Board of Directors on March 23, 2023. | |||
Reject | - | ||
Block D - System for electing members of the Board of Directors: D.1. Amend | Abstain | 515,200 | |
the caput and §§ of Article 23, as well as the caput and §§ 1, 2 and 4 of Article | |||
4 | 24, to expressly provide that the shareholders meetings for election of the | ||
members of the Board of Directors will not necessarily be held using the slate | Approve | 3,685,842,869 | |
system, and that the Board of Directors, when calling the meeting, may define | |||
Reject | - | ||
that they be held by individual vote. | |||
INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION
Resolution | Resolution Description | Resolution Vote | Number of |
Code | Shares | ||
Block E - Powers of the President: E.1. Transfer powers from the President | Abstain | 558,310 | |
(current Article 35, lines h, i, j, l, m, p and q) to the Executive Board, according | |||
to the new lines b, c, d, e, f, g and h proposed in the new §1, with the | |||
5 | consequent transfer of the term rule for precautionary suspension (current | Approve | 3,685,799,759 |
Article 35, §1) to §3 of Article 37. E.2. Board of Directors competence to | |||
appeal the decisions made by the Executive Board: include §2 in Article 37, | |||
due to the delegations referred to in item E.1 above. | Reject | - | |
Block F - Composition of the Audit Committee: F.1. Adjust the caput of Article | Abstain | 515,200 | |
6 | 46 to allow for different configurations in the composition of the Audit | ||
Approve | 3,685,842,869 | ||
Committee, including increasing the number of Directors on this Committee, | |||
while maintaining the requirement that all of them be independent members. | |||
Reject | - | ||
Abstain | 728,500 | ||
Block G - Indemnity: G.1. Include, in article 76, the members of the Fiscal | |||
7 | Approve | 3,685,586,459 | |
Council (if installed) as indemnity beneficiaries. | |||
Reject | 43,110 | ||
Block H - Investiture of Board Members: H.1. Include §6 in Article 23 and §5 | Abstain | 515,200 | |
8 | in Article 24, to provide that the investiture of candidates to the Board of | ||
Approve | 3,685,842,869 | ||
Directors nominated by shareholders must respect the eligibility | |||
requirements provided by the Company. | Reject | - | |
Block I - Other Adjustments: I.1. Election of members of the Board of | Abstain | 558,310 | |
Approve | 3,685,799,759 | ||
Directors (BoD) to the Executive Board: adjust the wording of §1 of Art 22 in | |||
order to make explicit that the objective of the provision is not to allow the | |||
two positions to be held simultaneously. I.2. Exclude §1º of Art 30, as it | |||
repeats content already reflected in line h of Art 37. I.3. Reflect the current | |||
reporting structure of the Executive Board in §2 of Art 32. I.4. Exclude, from | |||
line A of Art 37, the mention of the Internal Regulation of the Statutory | |||
Management, keeping only that of the Executive Board, considering that only | |||
the Executive Board has attributions as a collegiate body. I.5. Exclude, from | |||
line J of Art 37, a passage with content already reflected in Art 39, caput. I.6. | |||
Exclude mention of the attributions of the BoD Committees related to the | |||
companies in which the Company holds an interest, with the consequent | |||
exclusion of §1 of Art 45, alteration of line C of Art 47, and alteration of the | |||
9 | Sole § of Art 49 and its line i. I.7. Regarding the representation of the | ||
Company, include a new §3 to clarify the term routine acts, with the | |||
consequent exclusion of the current line a of §2 of Art 43 and adjustment of | Reject | - | |
the wording of the current line d of the same provision. I.8. Include, in line f of | |||
Art 37, the Executive Boards competence to authorize operations with | |||
intangible assets of the permanent assets with a value lower than the | |||
Reference Value (RV). I.9. Include a new line t in Aer 37, conferring on the | |||
Executive Board the authority to deliberate on the provision of guarantees to | |||
third-party obligations in an amount less than 10% of the RV. I.10. Adjust the | |||
wording of Art 47 to make it clear that the Audit Committee shall have, in | |||
addition to the duties set forth in the regulations and its Internal Regulation, | |||
those set forth in the Bylaws. I.11. Other wording adjustments, cross- | |||
referencing and renumbering in the current art: 22, §6, line A; 30, §2; 35, lines | |||
K, N and O and §1; 37, lines M to T, §1 and its lines; 43, §2, lines b and c; 45, | |||
§2; 68, §1. | |||
INFORMAÇÃO PÚBLICA - PUBLIC INFORMATION
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B3 SA Brasil Bolsa Balcao published this content on 24 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 April 2023 23:27:06 UTC.