ITAÚ UNIBANCO HOLDING S.A.

CNPJ 60.872.504/0001-23

A Publicly-Held Company

NIRE 35300010230

SUMMARIZED MINUTES OF THE EXTRAORDINARY GENERAL

STOCKHOLDERS' MEETING

OF JUNE 26, 2024

DATE, TIME AND VENUE: On June 26, 2024, at 04:00 p.m., exclusively held online and remotely, via videoconference, in accordance with CVM Instruction No. 81/2022.

CHAIR: Álvaro Felipe Rizzi Rodrigues - Chairman; Leandro Miana Telles - Secretary.

QUORUM: Stockholders representing 92,13% of common shares of the Company's capital stock.

LEGAL ATTENDANCE: Company's management members, members of the Supervisory Council and a representative of PricewaterhouseCoopers Auditores Independentes.

CALL NOTICE: The General Stockholders' Meeting was duly called, in accordance with the Call Notice published in O Estado de S. Paulo newspaper on May 28, 2024 (printed version: page B4 and digital version: page 1), May 29, 2024 (printed version: page B5 and digital version: page 1), and May 30, 2024 (printed version: page B5 and digital version: page 1).

REMOTE VOTING: The summarized voting map consolidating the votes cast remotely has been previously disclosed.

RESOLUTIONS ADOPTED:

  1. Stockholders were informed that these minutes would be drafted in a summarized format.
  2. The publication of the minutes with the omission of the stockholders' signatures, in accordance with Article 130, paragraph 2, of Law No. 6,404/76 ("Brazilian Corporate Law") was approved. The waiving of the reading of the "Consolidated Voting Map" and agenda- related documents was authorized, since said documents had already been widely disclosed and made available to stockholders and the market.
  3. The Protocol and Justification of the Merger ("Protocol and Justification"), entered into on May 27, 2024 by the management bodies of the Company and of HIPERCARD BANCO MÚLTIPLO S.A. ("HIPERCARD") was approved, which sets forth all terms and conditions of the merger of HIPERCARD into the Company by means of the transfer of all assets of the latter to the Company and its resulting dissolution. The Protocol and Justification is an integral part of these minutes as Attachment I("Merger").
  4. The appointment and engagement of expert company PricewaterhouseCoopers Auditores Independentes Ltda. - PwC ("Appraiser"), with head office in the city and state of São Paulo (SP), at Avenida Brigadeiro Faria Lima, 3.732, 16º andar, partes 1 e 6, Edifício Adalmiro

SUMMARIZED MINUTES OF THE EXTRAORDINARY GENERAL STOCKHOLDERS' MEETING OF ITAÚ UNIBANCO HOLDING S.A. OF JUNE 26, 2024

Dellape Baptista B32, Itaim Bibi, CEP 04538-132, enrolled in Corporate Taxpayer's Registry under No. 651.562.112/0001-20, and in Regional Accounting Council of the State of São Paulo under No. 2SP000160/O-5, was ratified as the company responsible for preparing the appraisal report on the book net worth of HIPERCARD to be merged into the Company ("Appraisal Report") as of December 31, 2023 ("Merger Base Date").

  1. The Appraisal Report prepared by the Appraiser based on the balance sheet as of the Merger Base Date was approved to value HIPERCARD's equity at two billion, six hundred and seventy-nine million, two hundred and nineteen thousand, one hundred and fifty-four Brazilian reais and ninety-nine cents (R$2,679,219,154.99). The Appraisal Report is attached to the Protocol and Justification, which is an integral part of these minutes as Attachment I.
  2. The Merger of HIPERCARD into the Company was approved under the terms of the Protocol and Justification. As stated in the Protocol and Justification, considering that HIPERCARD is a wholly-owned subsidiary of the Company, the Merger of HIPERCARD by the transfer of its full assets into the Company will not imply a capital increase or the issuance of new shares by the Company.
  1. It was recorded that after the Merger is completed, HIPERCARD will be dissolved and all its assets will be transferred to ITAÚ UNIBANCO HOLDING, which, by force of law, will succeed HIPERCARD to the assets, rights, properties, obligations, contingencies and responsibilities, on a universal basis and for all legal purposes. ITAÚ UNIBANCO HOLDING will be responsible for keeping the accounting and corporate records and for cancelling the registration of HIPERCARD before the Brazilian Federal Revenue and other bodies accordingly.
  2. It was also recorded that the Merger will be carried out after the prior approval from the Central Bank of Brazil ("BACEN"), and will come into effect on the last day of the month in which said previous approval is obtained, in compliance with Article 26, main paragraph, and paragraph 2, of Resolution No. 4,817/20 of the National Monetary Council ("CMN"). Once the Merger is carried out, HIPERCARD will be definitely dissolved for any and all purposes and rights, in accordance with Article 219, item II, and Article 227 of Brazilian Corporate Law.
  3. Due to the lack of minority stockholders in HIPERCARD nor an exchange ratio or capital increase in the Company, the provisions of Article 264 of Brazilian Corporate Law will not apply. Additionally, nor will Articles 137 and 256 of Brazilian Corporate Law, since HIPERCARD is a wholly-owned subsidiary of ITAÚ UNIBANCO HOLDING.
  1. The Company's management members were authorized, as provided for in its Bylaws, to perform any and all acts and execute all documents required for the implementation and formalization of then approved resolutions, in accordance with the Protocol and Justification, as set forth in legislation in force.
  2. An amendment to the Company's Bylaws was approved, so that in Article 9, item 9.1, the maximum number of members of the Board of Officers is changed, which will now be composed of five (5) to fifty (50) members.

SUMMARIZED MINUTES OF THE EXTRAORDINARY GENERAL STOCKHOLDERS' MEETING OF ITAÚ UNIBANCO HOLDING S.A. OF JUNE 26, 2024

9. The Bylaws were consolidated to include the amendment mentioned in item 8 hereof, which will become effective in accordance with Attachment IIto these minutes, after the resolutions of this Meeting are approved by BACEN.

REMOTE VOTING: The receipt of 118 remote voting forms were registered, in the period from May 28, 2024 to June 19, 2024, which were duly computed and consolidated in the Final Voting Map.

QUORUM FOR RESOLUTIONS: Resolutions were adopted by the majority of votes, as stated in the Final Voting Map attached to these minutes and which details the percentages of approval, rejection and abstention on each matter resolved upon at the General Stockholders' Meeting.

DOCUMENTS FILED AT THE HEAD OFFICE: Opinion of the Supervisory Council, Management Proposal of May 27, 2024 and Voting Maps.

CLOSING: Once the work was completed, these minutes were signed after being drafted, read and approved by all. São Paulo (SP), June 26, 2024. (undersigned) Álvaro Felipe Rizzi Rodrigues - Chairman; Leandro Miana Telles - Secretary.

RENATO LULIA JACOB

Group Head of Corporate Strategy, Investor Relations and Corporate Development

ANNEX I OF THE EXTRAORDINARY GENERAL STOCKHOLDERS' MEETING OF ITAÚ UNIBANCO HOLDING S.A. OF JUNE 26, 2024

PROTOCOL AND JUSTIFICATION OF THE MERGER OF HIPERCARD BANCO MÚLTIPLO S.A. INTO ITAÚ UNIBANCO HOLDING S.A.

By this Merger Protocol and Justification ("Protocol and Justification"), entered into in accordance with the provisions of Articles 224 and 225 of Law No. 6,404 of December 15, 1976 ("Brazilian Corporate Law") and other applicable legal provisions, and in the due form of law, the parties qualified below:

  1. HIPERCARD BANCO MÚLTIPLO S.A., headquartered in the City and State of São Paulo, at Praça Alfredo Egydio de Souza Aranha, 100, Torre Olavo Setubal, 7º andar, parte A, Parque Jabaquara, CEP 04344-902, enrolled with the Corporate Taxpayer's Registry (CNPJ) under No. 03.012.230/0001-69 and the Company Registry Identification Number (NIRE) No. 35300155866 ("HIPERCARD"), herein represented by its undersigned Officers; and
  2. ITAÚ UNIBANCO HOLDING S.A., headquartered in the City and State of São Paulo, at Praça Alfredo Egydio de Souza Aranha, 100, Torre Olavo Setubal, Piso Itaú Unibanco, Parque Jabaquara, CEP 04344-902, enrolled with the Corporate Taxpayer's Registry (CNPJ) under No. 60.872.504/0001-23 and the Company Registry Identification Number (NIRE) No. 35300010230 ("ITAÚ UNIBANCO HOLDING"), herein represented by its undersigned Officers; and

HIPERCARD and ITAÚ UNIBANCO HOLDING, hereinafter jointly referred to as "Companies" or "Parties".

WHEREAS,

  1. Itaú Unibanco Conglomerate has been constantly seeking to streamline the use of resources and optimize its structures and businesses, aimed at providing higher efficiency and return on invested amounts to its stockholders. Accordingly, on May 23, 2024, ITAÚ UNIBANCO HOLDING's Board of Directors approved the proposal for a corporate restructuring for the merger of HIPERCARD into ITAÚ UNIBANCO HOLDING, as detailed below ("Merger" or "Transaction"). The purpose of the Merger is to transfer to ITAÚ UNIBANCO HOLDING all activities currently carried out by HIPERCARD, including the administration of bank cards;
  2. according to studies conducted, the merger of HIPERCARD into ITAÚ UNIBANCO HOLDING is convenient and more efficient from an structural standpoint, and that is the reason why the execution of this Protocol and Justification is proposed; and
  3. currently HIPERCARD is fully directly held by ITAÚ UNIBANCO HOLDING.

THE PARTIES HERETO AGREE to execute this Protocol and Justification, which will be ruled by the following terms and conditions:

1. REASONS AND PURPOSES OF THE TRANSACTION AND THE COMPANIES' INTEREST IN ITS IMPLEMENTATION

ANNEX I OF THE EXTRAORDINARY GENERAL STOCKHOLDERS' MEETING OF ITAÚ UNIBANCO HOLDING S.A. OF JUNE 26, 2024

  1. After studies about the convenience of the Transaction, and based on the arguments included in the recitals above, the Companies' management members have concluded that the restructuring will fully meet Itaú Unibanco Conglomerate's interests.
  2. The purpose of HIPERCARD Merger is to seek greater synergy among the companies and activities of the Itaú Unibanco Conglomerate for the purpose of streamlining costs and achieving more efficiency.
  3. The Merger will result in the dissolution of HIPERCARD and the absorption of its activities and assets by ITAÚ UNIBANCO HOLDING, leading to the reduction of its maintenance costs and thus providing the rationalization of its administrative and commercial activities and the improvement of the corporate structure to which the Companies are linked.
  4. We take this opportunity to clarify that ITAÚ UNIBANCO HOLDING is a multiple bank authorized to operate by the Central Bank of Brazil ("BACEN"), the reason why it has a corporate purpose that is appropriate for carrying out the activities to be transferred by
    HIPERCARD.

2. APPRAISAL CRITERIA, BASE DATE, AND TREATMENT GIVEN TO SUBSEQUENT CHANGES IN EQUITY

  1. HIPERCARD's equity, to be merged into ITAÚ UNIBANCO HOLDING, will be appraised at book net worth, based on HIPERCARD's balance sheet as of December 31, 2023 ("Merger Base Date").
  2. Expert company PricewaterhouseCoopers Auditores Independentes Ltda. ("PWC"), headquartered in the City and State of São Paulo, at Avenida Brigadeiro Faria Lima, 3.732, 16º andar, partes 1 e 6, Edifício Adalmiro Dellape Baptista B32, Itaim Bibi, CEP 04538-132, enrolled with the Corporate Taxpayer's Registry (CNPJ) under No. 61.562.112/0001-20, registered with the Regional Accounting Council of the State of São Paulo under No. 2SP000160/O-5, has been hired to appraise HIPERCARD's book net worth to be merged into ITAÚ UNIBANCO HOLDING, based on the balance sheet as of the Merger Base Date. The appraisal report on the book net worth ("Appraisal Report") is an integral part of this Protocol and Justification, under the terms of Attachment I hereto, and the value specified in it will be submitted to the review and approval by the Companies' stockholders, in accordance with the law.
  3. ITAÚ UNIBANCO HOLDING will merge HIPERCARD'S equity, valued at two billion, six hundred and seventy-nine million, two hundred and nineteen thousand, one hundred and fifty-four Brazilian reais and ninety-nine cents of Brazilian reais (R$ 2,679,219,154.99). Accordingly, after the Merger, ITAÚ UNIBANCO HOLDING's equity can be represented as follows:

ITAÚ UNIBANCO HOLDING

ANNEX I OF THE EXTRAORDINARY GENERAL STOCKHOLDERS' MEETING OF ITAÚ UNIBANCO HOLDING S.A. OF JUNE 26, 2024

Description of

Equity on

Amount merged

Cancellation of

the investment

After the merger

accounts

12.31.2023

from Hipercard

and equity

Equity

182,505,168,920.87

2,679,219,154.99

(2,679,219,154.99)

182,505,168,920.87

Capital

90,729,000,000.00

2,223,627,269.39

(2,223,627,269.39)

90,729,000,000.00

Capital reserve

2,617,406,396.82

9,553,719.74

(9,553,719.74)

2,617,406,396.82

Revenue Reserve

93,728,781,179.41

446,038,165.86

(446,038,165.86)

93,728,781,179.41

Other

comprehensive

(4,558,673,697.46)

-

-

(4,558,673,697.46)

income

(Treasury shares)

(11,344,957.90)

-

-

(11,344,957.90)

  1. Taking into account that HIPERCARD is a wholly-owned subsidiary of ITAÚ UNIBANCO HOLDING, the Merger will not imply any capital increase or the issue of new shares of ITAÚ UNIBANCO HOLDING.
  2. The Merger will (i) be carried out through an Extraordinary General Stockholders' Meeting of HIPERCARD, in which at least the following must be approved: this Protocol and Justification and the Merger, the appointment and hiring of PWC as the appraisal firm, the Appraisal Report prepared by PwC, with its management members being authorized to perform the acts necessary to implement the Merger; (ii) be carried out through an Extraordinary General Stockholders' Meeting of ITAÚ UNIBANCO HOLDING, in which at least the following must be approved: this Protocol and Justification, the appointment and hiring of PwC as the appraisal firm, the Appraisal Report prepared by PwC and the Merger, with its management members being authorized to perform the acts necessary to implement the Transaction; and (iii) be subject to approval from the Central Bank of Brazil and shall become effective on the last day of the month in which said regulatory approval is obtained ("Effective Date").
  3. After the Transaction, HIPERCARD will be dissolved and all of its assets will be transferred to ITAÚ UNIBANCO HOLDING, which, in accordance with the law, will succeed HIPERCARD in the effective or contingent rights and obligations, on a universal basis and for all legal purposes.
  4. Any equity changes between the Merger Base Date and the Effective Date will be recognized by HIPERCARD and transferred to ITAÚ UNIBANCO HOLDING.

3. CAPITAL AND EXCHANGE RATIO

3.1. After the Merger, HIPERCARD will be dissolved and all common and preferred shares it has issued will be cancelled. In accordance with item 2.4 above, and taking into account that HIPERCARD is a wholly-owned subsidiary of ITAÚ UNIBANCO HOLDING, the Merger will not imply a capital increase or the issue of new shares of ITAÚ UNIBANCO HOLDING. Therefore, after the Merger is finalized, ITAÚ UNIBANCO HOLDING's capital stock will

ANNEX I OF THE EXTRAORDINARY GENERAL STOCKHOLDERS' MEETING OF ITAÚ UNIBANCO HOLDING S.A. OF JUNE 26, 2024

remain being ninety billion, seven hundred twenty-nine million Brazilian reais (R$90,729,000,000.00), represented by four billion, nine hundred fifty-eight million, two hundred ninety thousand and three hundred fifty-nine (4,958,290,359) common shares and four billion, eight hundred forty-five million, eight hundred forty-four thousand and nine hundred eighty-nine (4,845,844,989) preferred shares.

3.1.1. Taking into account that the Merger will not give rise to a capital increase and/or the issue of new shares by ITAÚ UNIBANCO HOLDING, there is no need to set out criteria for an exchange ratio.

4. AMENDMENTS TO THE BYLAWS

  1. This Transaction will not result in a capital increase and/or amendment to ITAÚ UNIBANCO HOLDING's Bylaws.
  2. However, considering ITAÚ UNIBANCO HOLDING's current and future activities, the Bylaws of Itaú Unibanco Holding S.A. shall be amended to reflect the increase in the maximum number of officers, resulting in the Board of Officers being now composed of five (05) to fifty (50) members. As a result, the amendment to item 9.1. of Article 9 of the Bylaws will be submitted for approval of the Extraordinary General Stockholders' Meeting so that will become effective with the following wording:

"Article 9º (...) - 9.1. The Board of Officers shall have between five (5) and fifty (50) members, comprising the positions of Chief Executive Officer and Officer".

5. MISCELLANEOUS

  1. All registrations and applications for registrations of trademarks owned by HIPERCARD, in Brazil and abroad, will be merged into ITAÚ UNIBANCO HOLDING, as detailed in Attachment II hereto.
  2. Once the Merger is effective, all assets, rights, properties, obligation, contingencies, and responsibilities of HIPERCARD will automatically be transferred, at book net worth, to ITAÚ UNIBANCO HOLDING's assets, which will succeed HIPERCARD on a universal basis, regardless of any other formalities beyond those provided for by law. The costs and expenses arising from the implementation of the Merger will be the responsibility of ITAÚ UNIBANCO HOLDING.
  3. As ITAÚ UNIBANCO HOLDING is the only stockholder of HIPERCARD and has already stated a favorable position for the Transaction, no share reimbursement amount has to be determined nor will the provisions of Article 264 of Brazilian Corporate Law apply. Likewise, nor will Articles 137 and 256 of the Brazilian Corporate Law be applicable, since HIPERCARD is a wholly-owned subsidiary of ITAÚ UNIBANCO HOLDING.

ANNEX I OF THE EXTRAORDINARY GENERAL STOCKHOLDERS' MEETING OF ITAÚ UNIBANCO HOLDING S.A. OF JUNE 26, 2024

  1. Taking into account that the Merger involves HIPERCARD and ITAÚ UNIBANCO HOLDING, and both companies are authorized to operate by the Central Bank of Brazil, the Transaction will be submitted to approval from the latter, in accordance with applicable regulation.
  2. The Companies have agreed to file and publish the Merger related acts, in accordance with applicable legislation, after the terms of the Transaction are approved by their proper bodies, under the terms of this Protocol and Justification, and after the review and approval from the Central Bank of Brazil.
  3. This Protocol and Justification is entered into on an irrevocable and irreversible basis, binding the signatories hereto and their successors, and will be governed and construed in accordance with applicable legislation and rules. It is hereby appointed the venue of the judicial district of the City of São Paulo to settle any controversies arising from this Protocol and Justification.

IN WITNESS WHEREOF, the Parties hereby have executed this Protocol and Justification in four (4) copies of equal content, in the presence of the two (2) witnesses identified below.

São Paulo (State of São Paulo), May 27, 2024.

HIPERCARD BANCO MÚLTIPLO S.A.

FELIPE PICCOLI AVERSA

CARLOS HENRIQUE DONEGÁ AIDAR

CEO

Officer

ITAÚ UNIBANCO HOLDING S.A.

ALEXSANDRO BROEDEL LOPES

LINEU CARLOS FERRAZ DE ANDRADE

Officer

Officer

Witnesses:

1._________________________________________

2._____________________________________________

Name: DÁRIO BARGAS PASSOS

Name: MARCOS LUIZ FERREIRA

RG-SSP/SP 18.811.225 - CPF 080.496.398-35

RG-SSP/SP25.575.317-2 - CPF 176.147.528-21

ANNEX I OF THE EXTRAORDINARY GENERAL STOCKHOLDERS' MEETING OF ITAÚ UNIBANCO HOLDING S.A. OF JUNE 26, 2024

ATTACHMENT I TO THE PROTOCOL AND JUSTIFICATION OF THE MERGER OF HIPERCARD BANCO MÚLTIPLO S.A. INTO ITAÚ UNIBANCO HOLDING S.A.

APPRAISAL REPORT

DocuSign Envelope ID: 919A175E-2524-40C7-B099-0FC2A92B11F7

(A free translation of the original in Portuguese)

Hipercard Banco Múltiplo S.A.

calculated based on accounting records December 31, 2023

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Itaú Unibanco Holding SA published this content on 26 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 June 2024 22:23:07 UTC.