Itaúsa S A : A/EGM of April 28, 2023 - Minutes of the Ordinary and Extraordinary General Stockholder's Meeting

CNPJ 61.532.644/0001-15

A Publicly-Held Company

SUMMARIZED MINUTES OF THE

ANNUAL AND EXTRAORDINARY GENERAL STOCKHOLDERS' MEETING OF APRIL 28, 2023

DATE, TIME, FORMAT AND PLACE: on April 28, 2023 at 11:00 a.m. held in an exclusively digital format in accordance with CVM Resolution No. 81/22, as amended, reason for which the Meeting shall be deemed to have been held at the corporate headquarters of the Company at Avenida Paulista, 1938, 5º andar in the city and state of São Paulo.

CHAIR: Luciano da Silva Amaro (Chairman) and Carlos Roberto Zanelato (Secretary), through a selection process carried out by the Company's management, with audio and video attendance.

CALL NOTICE: published on March 31 and April 1 and 2, 2022 on the "O Estado de S. Paulo" newspaper (pages B4, B5 and B11) and on its website (https://estadaori.estadao.com.br/publicacoes/).

OPENING QUORUM: stockholders representing more than two thirds of the Company's

voting capital as verified by: (i) the virtual attendances recorded in the electronic distance attendance system provided by the Company; and (ii) the distance voting ballots received by the Central Depositary of B3 S.A. - Brasil, Bolsa, Balcão and by the Bookkeeper, in addition to those received directly by the Company according to the Final Summarized Voting Map (Attachment 1).

LEGAL ATTENDANCE: Company's management members, representatives of the Audit Committee, the Fiscal Council and the PricewaterhouseCoopers Auditores Independentes (PwC), via audio and video attendance.

RESOLUTIONS ADOPTED:

Preliminary issues

1. waived, unanimously by the stockholders present on a virtual basis: (i) the reading of the Consolidated Summarized Voting Maps of votes cast through Distance Voting Ballots, disclosed to the market on April 27, 2023; and (ii) the reading of the Financial Statements, accompanied by the Management Report, the Audit Committee Report, the Opinion of the Fiscal Council and the Independent Auditors' Report for the fiscal year 2022, since they had already been widely disclosed and made available to stockholders and the market.

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2. authorized, unanimously by the stockholders present on a virtual basis: (i) the drawing- up of the Minutes of this Meeting in summarized format; and (iii) the publication of the

Minutes with the omission of the stockholders' names, in accordance with paragraph 2 of the Article 130, of Law No. 6,404/76.

Agenda of the Ordinary Stockholders' Meeting

1. approved the Management Accounts and the Financial Statements for the year ended December 31, 2022, accompanied by the Management Report, the Audit Committee, the Opinion of the Fiscal Council and the Independent Auditors' Report (PwC), which were disclosed to the Market on March 20, 2023 and published on March 27, 2023 on the "O Estado de S. Paulo" newspaper (pages B21 to B44) and on its website (https://estadaori.estadao.com.br/publicacoes/).

1.1. registered the summarized presentation, made by the Administrative and Finance Managing Director, of the 2022 results of Itaúsa and the investees, including capital allocation and the journey of the ESG strategy, as well as the ESG aspiration Itaúsa and its three pillars of impact.

2. approved the allocation of	net	income for fiscal year	2022	in the amount	of
R$ 13,674,297,009.66, as follows:	(a)	R$ 683,714,850.48 to	the	Legal Reserve;	(b)

R$ 8,293,044,765.52 to the Statutory Reserves, of which: R$ 4,146,522,382.76 to the Reserve for Dividend Equalization, R$1,658,608,953.10 to the Reserve for Working Capital Increase and R$ 2,487,913,429.66 to the Reserve for the Increase of the Capital of Investees; and (c) R$ 4,697,537,393.66 for the payment of interest on capital included in the dividend amount for the year 2022.

2.1. ratified the resolutions of the Board of Directors regarding the declaration of this interest on own capital, which represent 30.74% of the adjusted net income for the year, which is why the declaration of additional earnings was not proposed.

3. approved that the Board of Directors be composed of nine effective members and three alternates, with an annual term of office that will be effective until the investiture of those members elected at the Annual General Stockholders' Meeting of 2024.

1. recorded that adoption of the multiple voting process in the election of members to the Board of Directors was not required, by stockholders representing 5% or more of the voting capital.
2. a separate election process was also not required by stockholders representing 10% or more of the capital stock, that have substantiated uninterrupted share ownership since January 28, 2023, pursuant to Article 141 of Law 6,404/76.

4. elected, to compose the Company's Board of Directors:

1. by nomination of the controlling stockholders: effective members ALFREDO EGYDIO SETUBAL, Brazilian, married, business administrator, bearer of Identity Card (RG-SSP/SP) No. 6.045.777-6 and enrolled with the Individual Taxpayer's Registry (CPF) under No. 014.414.218-07, domiciled in the city and state of São Paulo at Avenida Paulista, 1938, 5º andar; ANA LÚCIA DE MATTOS BARRETTO VILLELA, Brazilian, married, pedagogue, bearer of Identity Card (RG-SSP/SP) No. 13.861.521-4 and enrolled with the Individual Taxpayer's

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Registry (CPF) under No. 066.530.828-06, domiciled in the city and state of São Paulo at Rua Fradique Coutinho, 50, 11º andar; HENRI PENCHAS, Brazilian, married, engineer, bearer of Identity Card (RG-SSP/SP) No. 2.957.281-2 and enrolled with the Individual Taxpayer's Registry (CPF) under No. 061.738.378-20, domiciled in the city and state of São Paulo at Avenida Paulista, 1938, 5º andar; ROBERTO EGYDIO SETUBAL, Brazilian, married, production engineer, bearer of Identity Card (RG-SSP/SP) No. 4.548.549-5 and enrolled with the Individual Taxpayer's Registry (CPF) under No. 007.738.228-52, domiciled in the city and state of São Paulo at Avenida Brigadeiro Faria Lima, 3500, 4º andar; and RODOLFO VILLELA MARINO, Brazilian, married, business administrator, bearer of Identity Card (RG-SSP/SP) No. 15.111.116-9 and enrolled with the Individual Taxpayer's Registry (CPF) under No. 271.943.018-81, domiciled in the city and state of São Paulo at Avenida Paulista, 1938, 5º andar, and as independent members PATRÍCIA DE MORAES, Brazilian, married, economist, bearer of Identity Card (RG-SSP/SP) No. 60.628.137-X and enrolled with the Individual Taxpayer's Registry (CPF) under No. 012.198.117-77, domiciled in the city and state of São Paulo at Avenida Brigadeiro Faria Lima, 2055, conjunto 41; RAUL CALFAT, Brazilian, married, business administrator, bearer of Identity Card (RG-SSP/SP) No. 5.216.686-7 and enrolled with the Individual Taxpayer's Registry (CPF) under No. 635.261.408-63, domiciled in the city and state of São Paulo at Avenida Paulista, 1938, 5º andar; and VICENTE FURLETTI ASSIS, Brazilian, married, civil engineer, bearer of Identity Card (RG-SSP/MG) No. 1.073.833 and enrolled with the Individual Taxpayer's Registry (CPF) under No. 487.467.706-15, domiciled in the city and state of São Paulo, at Avenida Presidente Juscelino Kubitschek, 1909, conjuntos 211, 221 e 231; and as alternate members RICARDO EGYDIO SETUBAL, Brazilian, married, business administrator, bearer of Identity Card (RG-SSP/SP) No. 10.359.999-X and enrolled with the Individual Taxpayer's Registry (CPF) under No. 033.033.518-99, domiciled in the city and state of São Paulo, at Avenida Paulista, 1938, 5º andar, as substitute for Alfredo Egydio Setubal and Roberto Egydio Setubal, and RICARDO VILLELA MARINO, Brazilian, married, engineer, bearer of Identity Card (RG-SSP/SP) No. 15.111.115-7 and enrolled with the Individual Taxpayer's Registry (CPF) under No. 252.398.288-90, domiciled in the city and state of São Paulo at Avenida Brigadeiro Faria Lima, 3500, 4º andar, as substitute for Ana Lúcia de Mattos Barretto Villela and Rodolfo Villela Marino; and

1. by nomination of the stockholder Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência, effective independent member EDSON CARLOS DE MARCHI, Brazilian, married, economist, bearer of Identity Card (RG-SSP/SP) No. 10.246.772 and enrolled with the Individual Taxpayer's Registry (CPF) under No. 055.654.918-00; and respective alternate independent member VICTÓRIO CARLOS DE MARCHI, Brazilian, married, economist and lawyer, bearer of Identity Card (RG-SSP/SP) No. 2.702.087 and enrolled with the Individual Taxpayer's Registry (CPF) under No. 008.600.938-91, both domiciled in the city and state of São Paulo at Avenida Brigadeiro Faria Lima, 3900, 11º andar.

4.1. registered that all those elected comply with the prior eligibility conditions provided for in Articles 146 and 147 of Law 6,404/76 and in Attachment K of CVM Resolution No. 80/22, as amended, and that they are not politically exposed persons, in accordance with declarations filed with the Company's head office.

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5. approved the whether the candidates Edson Carlos De Marchi, Patrícia de Moraes, Raul Calfat, Vicente Furletti Assis and Victório Carlos De Marchi meet the criteria for independent member of the Board of Directors, by attendance the independence criteria set forth in the applicable regulation and in the Company's Nomination Policy for the Members to the Board of Directors ("Policy").

1. registered that these candidates (i) declared that they meet these criteria and (ii) in opinion and analysis of the Board of Directors, with the support of the Governance and Personnel Committee, also meet these criteria.
2. registered that, in opinion and analysis of the Board of Directors, with the support of the Governance and Personnel Committee, the candidates Ana Lúcia de Mattos Barretto Villela, Henri Penchas, Ricardo Villela Marino and Roberto Egydio Setubal are considered external members for meeting the defined criteria in this Policy.

6. elected, to compose the Company's Supervisory Council to be installed on a permanent basis, with an annual term of office that will be effective until the Annual General Meeting of 2024:

1. by the preferred stockholders(by nomination of the stockholder Caixa de Previdência dos Funcionários do Banco do Brasil - PREVI), effective member ISAAC BERENSZTEJN, Brazilian, married, engineer, bearer of Identity Card (RG-IFP/RJ) No. 3174052 and enrolled with the
   Individual Taxpayer's Registry (CPF) under No. 332.872.367-68, domiciled in the city and state of Rio de Janeiro at Rua Vieira Souto, 230, apto. 402 and, respective alternate PATRÍCIA VALENTE STIERLI, Brazilian, divorced, business administrator, bearer of Identity Card (RG- SSP/SP) No. 4.589.089-4 and enrolled with the Individual Taxpayer's Registry (CPF) under No. 010.551.368-78, domiciled in the city and state of São Paulo at Rua Itacema, 246, apto. 32;
2. by the minority stockholders(by nomination of the stockholders Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência), effective member EDUARDO ROGATTO LUQUE, Brazilian, married, accountant, bearer of Identity Card (RG-IFP/RJ) No. 17.841.962-X and enrolled with the Individual Taxpayer's Registry (CPF) under No.
   142.773.658-84, domiciled in the city and state of São Paulo (SP) at Rua Dom José de Barros, 177, 11º andar, and respective alternate GUSTAVO AMARAL DE LUCENA, Brazilian, married, economist and accountant, bearer of Identity Card (RG-SSP/SP) No. 16.160.870-X and enrolled with the Individual Taxpayer's Registry (CPF) under No. 143.652.328-19, domiciled in the city and state of São Paulo at Rua Artur Prado, 615, apto. 13, bloco 4; and
3. by the controlling stockholders, effective members GUILHERME TADEU PEREIRA JÚNIOR, Brazilian, married, business administrator, bearer of Identity Card (RG-SSP/SP) No. 32.483.439-1 and enrolled with the Individual Taxpayer's Registry (CPF) under No. 286.131.968-29, domiciled in the city and state of São Paulo at Praça João Duran Alonso, 34, 14º andar; MARCO TULIO LEITE RODRIGUES, Brazilian, widow, production engineer, bearer of Identity Card (RG-SSP/SP) No. 6.394.453 and enrolled with the Individual Taxpayer's Registry
   (CPF) under No. 006.568.028-63, domiciled in the city and state of São Paulo at Rua Benedito Fernandes, 545, conjunto 517, sala 1; and TEREZA CRISTINA GROSSI TOGNI, Brazilian, divorced, business administrator and accountant, bearer of Identity Card (RG-SSP/MG) No. M-525.840 and enrolled with the Individual Taxpayer's Registry (CPF) under No. 163.170.686-

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15, domiciled in the city and state of São Paulo at Avenida Paulista, 1938, 5º andar and, respective alternates, JOSÉ CARLOS DE BRITO E CINHA, Brazilian, married, accountant and business administrator, bearer of Identity Card (RG-IFP/RJ) No. 11791648-6 and enrolled with the Individual Taxpayer's Registry (CPF) under No. 286.405.947-91, domiciled in the city and state of Rio de Janeiro at Rua Professor Manuel Ferreira, 115/504; FELÍCIO CINTRA DO PRADO JUNIOR, Brazilian, married, production engineer, bearer of Identity Card (RG-SSP/SP) No. 4.712.376-X and enrolled with the Individual Taxpayer's Registry (CPF) under No. 898.043.258-53, domiciled in the city and state of São Paulo at Rua Dr. Renato Paes de Barros, 955, 7º andar; and JOÃO COSTA, Brazilian, married, economist, bearer of Identity Card (RG-SSP/SP) No. 4.673.519 and enrolled with the Individual Taxpayer's Registry (CPF) under No. 476.511.728-68, domiciled in the city and state of São Paulo at Rua Dr. Abílio Martins de Castro, 75.

6.1. registered that all those elected comply with the prior eligibility conditions provided for in Article 162 of Law 6,404/76, and that they are not politically exposed persons, in accordance with declarations filed with the Company's head office.

1. approved, for the 2023 fiscal year, the overall annual amount of up to R$ 55 million for total compensation (fixed and variable, including benefits of any nature, except for social charges borne by the Company) of the Company's management members (members of the
   Board of Directors and Board of Executive Officers), regardless of the year in which the amounts are actually allocated or paid, and the Board of Directors shall be responsible for regulating the use of this amount.
2. approved, for the fiscal year 2023, the individual monthly compensation of the Supervisory Councilors at R$ 22,000.00 for effective members and R$ 7,000.00 for alternate members.

Agenda of the Extraordinary Stockholders' Meeting

1. approved the following amendments to the Bylaws, proposed by Management to:

1. improve the wording of Article 2 (Purpose), including the prerogative of incorporating and operating non-profit charitable organizations, which is now written as follows:
   Article 2- PURPOSE- The corporate purpose of ITAÚSA is to hold, directly or indirectly, equity interests in other legal entities, in Brazil or abroad, for investment in any sectors of the economy and civil society, including through investment funds, and to this result it may acquire, dispose of or trade on securities of publicly- or privately- held companies, on or off stock exchanges, whenever management deems appropriate, with the purpose of sharing with investees its principles of appreciation of human capital, governance, ethics in business, and creation of value for its stockholders and society on a sustainable basis.
   2.1. ITAÚSA shall be allowed to incorporate and operate non-profit civil society organizations intended to promote the welfare and sustainable development of society, as an auxiliary or instrumental way to fulfill its purpose and notably its social role.