StoneCo Ltd

Committees of the Board of Directors

Our Board of Directors has four standing committees: the audit committee, the people and compensation committee, the finance committee and the risk committee.

Audit Committee

The audit committee, which consists of Diego Fresco Gutierrez, Luciana Ibiapina Lira Aguiar and Silvio José Morais, assists our board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the audit committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. Diego Fresco Gutierrez is the chairperson of the committee. The audit committee consists exclusively of members of our Board of Directors who are financially literate, and Diego Fresco Gutierrez, Luciana Ibiapina Lira Aguiar and Silvio José Morais are considered “audit committee financial experts” as defined by the SEC. Our Board of Directors has determined that Diego Fresco Gutierrez, Luciana Ibiapina Lira Aguiar and Silvio José Morais satisfy the “independence” requirements of Section 5605 of the Corporate Governance Rules of Nasdaq and Rule 10A-3 under the Exchange Act. SEC and Nasdaq rules with respect to the independence of our audit committee require that all members of our audit committee must meet the independence standard for audit committee membership within one year of the effectiveness of the registration statement for our initial public offering. The audit committee consists entirely of independent directors as of the date of this annual report. The audit committee is governed by a charter that complies with applicable Nasdaq rules, which charter is posted on our website.

People and Compensation Committee

The people and compensation committee is composed of Silvio José Morais, Mauricio Luis Luchetti and Luis Henrique Cals de Beauclair Guimarães. Silvio José Morais is the chairperson of the committee. The people and compensation committee assists the Board of Directors in reviewing and approving the compensation structure, including all forms of compensation and identification of corporate goals and objectives to evaluate our directors and executive officers. The committee reviews the total compensation package for our executive officers and directors, considering the relevant goals and objectives, and recommends to the Board of Directors for determination of the compensation of each of our directors and executive officers. The committee will also periodically review and approve any long-term incentive compensation or equity plans, programs, policies, plans or similar arrangements, annual bonuses, employee pension and benefits plans, as well as review our management succession planning periodically with the Chief Executive Officer and periodically review and assess risks arising from our employee compensation policies and practices. As permitted by the listing requirements of Nasdaq, we have opted out of Nasdaq Listing Rule 5605-5(d) which requires that a compensation committee consist entirely of independent directors. Currently, all members of our people and compensation committee are independent directors and such committee is governed by a charter that is posted on our website.

Finance Committee

The finance committee, which consist of Gilberto Caldart, Silvio José Morais and Diego Fresco Gutierrez, assists the Board of Directors with decisions regarding matters within the areas of their experience and expertise, which may include but are not limited to management of our exposure to financial risk; our capital allocation and capital management strategy, including the cost of capital, capital structure, investments and returns; our indebtedness, debt management and capital markets operations and goals relating to our financial position. Gilberto Caldart is the chairperson of the committee.

Risk Committee

The risk committee is composed of Luciana Ibiapina Lira Aguiar, José Alexandre Scheinkman and Gilberto Caldart. Luciana Ibiapina Lira Aguiar is the chairperson of the committee. The risk committee assists the Board of Directors in overseeing our capital management and risk management frameworks, including risk appetite and overseeing our compliance with legal and regulatory requirements associated with them.

Foreign Private Issuer Status

We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of Nasdaq in respect of the following:

•The requirement under Section 5605(d) of Nasdaq listing rules that a compensation committee comprised solely of independent directors governed by a compensation committee charter oversee executive compensation. Currently, all members of out people and compensation committee are independent directors.

•The requirement under Section 5605(e) of Nasdaq listing rules that director nominees be selected or recommended for selection by either a majority of the independent directors or a nominations committee comprised solely of independent directors.

•Nasdaq Rule 5635, which requires that a listed issuer obtains shareholder approval prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings. Pursuant to the laws of the Cayman Islands and our Articles of Association, we are not required to obtain any such approval.

•Rule 5250(b)(3) and Rule 5250(d), which require certain disclosures of third party director and nominee compensation and distribution of annual and interim reports, respectively. As allowed by the laws of the Cayman Islands, we are not required to disclose such compensation or distribute reports in the manner specified by such rule.

Cayman Islands law does not impose a requirement that the board consists of a majority of independent directors or that such independent directors meet regularly without other members present. Cayman Islands law does not impose specific requirements on the establishment of a compensation committee or nominating committee or nominating process.