Itaúsa S A : Report on the Brazilian Corporate Governance Code 2023

Itaúsa Headquarters | Av. Paulista - SP

Report on the Brazilian

Corporate Governance

Attachment D to CVM Resolution No. 80/22

Report on the Brazilian Corporate Governance Code > Itaúsa (version 1)

Report on the Brazilian Corporate Governance Code

Attachment D to CVM Resolution No. 80/22

Base date: July 29, 2023

Chapter 1 - Stockholders

Item 1.1.1:The Company's capital stock should be composed of common shares only.

Response:Not adopted.

Explanation:Itaúsa (or "Company") is a holding company incorporated in the end of 1974, in accordance with Brazilian Corporate Law ruling at that time (Decree Law No. 2,627/40) and its capital stock is represented by common and preferred shares, at the approximate proportion of 1/3 and 2/3, respectively.

The controlling group holds approximately 63.65% of common shares and 18.82 of preferred shares of the Company, as described in items 6.3 and 6.4 of Itaúsa's Reference Form disclosed on May 31, 2023 ("Reference Form").

In accordance with Itaúsa's Bylaws, preferred shares are entitled to priority in the receipt of a minimum annual dividend and the right to tag along, in the event of a sale of Itaúsa's control, at a price equal to eighty percent (80%) of the price paid for each common share held by the controlling group, even though with no voting right (except in specific cases provided for by law).

Controlling stockholders understand that this structure complies with the Company's social purposes and also contributes to create value for Itaúsa and its stockholders. No change in Itaúsa's capital structure has been discussed about.

Furthermore, Itaúsa has increasingly endeavored to create more value to its stockholders by implementing actions to strengthen its corporate governance. Accordingly, in 2022, Itaúsa was chosen for the 19th year to make up the Dow Jones Sustainability World Index (DJSI) and for the 16th year, the Business Sustainability Index (ISE) of B3 S.A. Brasil, Bolsa, Balcão (B3 - Brazilian Exchange and OTC) ("B3"). It also made up the Special Corporate Governance Stock Index (IGC) and the Brazil Special Tag-Along Index (ITAG), both of B3. These indices nominate companies of recognized corporate sustainability, in accordance with their corresponding criteria, including best corporate governance practices.

Additionally, in mid-2020, the Corporate Governance Council was set up and its members take part in internal discussions on topics such as the improvement of the Company's corporate governance system, including best practices, and monitor market trends and benchmarks and new regulations. These activities provide insights to the Governance and Personnel Committee (set up in May 2021) and contribute to spreading governance high standards and good practices to the portfolio companies.

For further information, please see the Bylaws available on the websites of the CVM and Itaúsa (www.itausa.com.br).

Item 1.2.1:Stockholders' agreements should not bind the exercise of voting rights of any member of management or supervisory and control bodies.

Response:Partially adopted.

Explanation:As described in item 1.13 of the Reference Form, the Stockholders' Agreement of Companhia ESA ("Stockholders' Agreement") provides for the exercise of the stockholding control of Itaúsa and the exercise of vote in Itaúsa and its investees.

This Stockholders' Agreement sets forth that subscribers are responsible for discussing matters of interest of Itaúsa, in compliance with the procedures defined therein, with respect to decisions on strategic issues for the Company and its investees. Regarding the composition of the Board of Directors of these companies, the

Report on the Brazilian Corporate Governance Code > Itaúsa (version 1)

controlling group nominates representatives who are instructed to vote alike at meetings, as well as Officers, in conformity with item 4.6 of this Stockholders' Agreement. In Itaúsa's Board of Directors, four out of nine members are bound to said agreement.

The prior discussion of certain strategic matters by the subscribers to the Stockholders' Agreement is deemed a legitimate mechanism to align controlling stockholders, aimed at making coherent and consistent decisions in connection with the Company and its subsidiaries, if they understand it is required, always in the benefit of the continuity of business and long-term value creation.

In addition, it is worth noting the considerable number of independent members on Itaúsa's Board of Directors, currently representing 44.4% of the total number of members.

It is worth mentioning, however, that the binding to the Stockholders' Agreement should not be perceived as an impediment for management members to carry out their responsibilities and fiduciary duties, as these activities are not incompatible. Law No. 6,404, of December 15, 1976, as amended ("Law No. 6,404/76") provides for the duty of loyalty in its Article 154, stating that the interests of the Company are a priority, even if the management member has been elected by the controlling stockholder (and the latter must not use the Stockholders' Agreement to avoid the responsibility for exercising the voting right and for any abuse of control, in accordance with Articles 115 and 117 of said Law).

Regarding the supervisory and control bodies, there is no binding upon the exercise of the voting right. Itaúsa's Fiscal Council has been established without interruption since 1995 and has operated permanently since 2018. The Fiscal Council is currently composed of five effective members, three of whom elected by controlling stockholders, one by preferred stockholders and one by minority stockholders, in addition to their respective alternates.

For further information, please see the Stockholders' Agreement of Companhia ESA, available on the websites of the CVM and Itaúsa (www.itausa.com.br).

Item 1.3.1:The board of officers should use the stockholders' meeting to communicate how the Company's business is being conducted, for which reason management should publish a manual aimed at facilitating and encouraging attendance to general stockholders' meetings.

Response:Yes.

Explanation:No justification is required when responding "Yes" to this item.

Item 1.3.2:Minutes of these meetings should ensure the full understanding of the discussions held at the meetings, even if recorded in summary form, and identify the votes cast by stockholders.

Response:Yes.

Explanation:No justification is required when responding "Yes" to this item.

Item 1.4.1:The board of directors should carry out a critical analysis of the advantages and disadvantages of anti-takeover mechanism and its characteristics, especially triggers and price parameters, if applicable, providing any related explanation.

Response:Not applicable.

Explanation:No justification is required when responding "Not applicable" to this item.

Item 1.4.2:Provisions that prevent the removal of the measure from the Bylaws, the so-called "entrenched clauses", should not be used.

Response:Not applicable.

Report on the Brazilian Corporate Governance Code > Itaúsa (version 1)

Explanation:No justification is required when responding "Not applicable" to this item.

Item 1.4.3:If the Bylaws determine that a tender offer should be carried out, whenever a stockholder or group of stockholders directly or indirectly achieves significant interest in the voting capital, the rule for determining the offer price should not impose the addition of premiums substantially greater than the economic or market value of shares.

Response:Not applicable.

Explanation:No justification is required when responding "Not applicable" to this item.

Item 1.5.1:The Company's Bylaws should establish that: (i) transactions with a direct or indirect disposal of stockholding control be followed by a tender offer intended to all stockholders, at the same price and in the same conditions obtained by the selling stockholder; and (ii) management should state an opinion on the terms and conditions of corporate reorganizations, capital increases and other transactions leading to change of control, and also whether these terms and conditions ensure fair and equitable treatment to the Company's stockholders.

Response:Not adopted.

Explanation:Regarding item (i), the Company's Bylaws do not provide for the need to carry out a tender offer intended to all stockholders, at the same price and in the same conditions obtained by the selling stockholder, as it is not required by law. Accordingly, Article 254-A of Law No. 6,404/76 provides for the disposal of a publicly- held company to be carried out only in the condition that the buyer commits itself to carry out a tender offer of the voting shares held by the other stockholders of the company, so as to assure the latter a price at least equal to 80% of the value paid per voting share that is part of the controlling group. However, Itaúsa's Bylaws also assure this tag-along right to preferred stockholders, so that B3 has listed the Company at ITAG (Brazil Special Tag-Along Index).

Regarding item (ii), the Company's Bylaws do not provide for the management's opining on the terms and conditions of corporate reorganizations, capital increases, and other transactions that result in change of control, stating whether they ensure fair and equitable treatment to its stockholders. However, the Company understands that management will always be able to express an opinion, regardless of the statutory provision. Additionally, it is worth mentioning that Law No. 6,404/76 already sets forth management members' duties and responsibilities in carrying out their duties, among them the duties of diligence, loyalty, and carrying out any functions assigned by law or by the Company's Bylaws to achieve the financial purposes in the interest of the company.

Item 1.6.1:The Bylaws should set forth that the board of directors issue an opinion on any tender offer related to shares and securities convertible into or exchangeable for shares issued by the Company, which should include, among other relevant information, the board of directors' opinion on any possible acceptance of the tender offer and the Company's economic value.

Response:Yes.

Explanation:No justification is required when responding "Yes" to this item.

Item 1.7.1:The Company should prepare and disclose a policy on the appropriation of income to be defined by the board of directors. Among other aspects, this policy should provide for the frequency of payments of dividends and the reference parameter to be used to define the related amount (such as percentages of adjusted profit and free cash flows).

Response:Yes.

Explanation:No justification is required when responding "Yes" to this item.

Report on the Brazilian Corporate Governance Code > Itaúsa (version 1)

Item 1.8.1:The Bylaws should clearly and accurately identify, in a specified chapter, the public interest that has justified the creation of the mixed-capital company.

Response:Not applicable.

Explanation:No justification is required when responding "Not applicable" to this item.

Item 1.8.2:The board of directors should monitor the Company's activities and establish policies, mechanisms and internal controls to verify any costs of serving the public interest and any refunds to the Company or other stockholders and investors by the controlling stockholder.

Response:Not applicable.

Explanation:No justification is required when responding "Not applicable" to this item.

Chapter 2 - Board of Directors

Item 2.1.1:Without prejudice to other legal, statutory powers and to other practices set forth in the Code, the

Board of Directors should: (i) define business strategies, taking into account the impacts of the Company's activities on society and the environment, aiming at the continuity of the Company and the creation of long- term value; (ii) periodically assess the Company's risk exposure and the effectiveness of risk management systems, internal controls, and compliance system, and approve a risk management policy in line with these business strategies; (iii) define the Company's values and ethical principles and ensure the Company's transparency in its relationship with all stakeholders; (iv) annually revise the corporate governance system to improve it.

Response:Yes.

Explanation:

Sub item (i):Itaúsa's Board of Directors is responsible for defining overall business guidelines and deciding on

strategic issues, aiming at carrying out certain guidelines, such as: ensuring the continuity of Itaúsa, within a long-term and sustainability perspective that incorporates economic, social, environmental and good corporate governance issues when defining business and operations, and ensuring that the strategies and guidelines are effectively implemented by the Board of Officers, but do not interfere with operational issues.

As a result of the commitment to the above mentioned guidelines, the Board of Directors instructs Itaúsa and its portfolio companies to consider participating in ESG initiatives promoted by recognized organizations in Brazil and internationally. In addition, throughout 2022, senior management analyzed ESG trends, risks, impacts, opportunities and demands from different stakeholders for the Company and its portfolio. Through this work, it defined its new ESG Strategy, approved by the Board of Directors, and its ambition: "to be a company that invests responsibly, positioning itself as an agent of change for building businesses that create value and have a positive impact on the sustainable development of Brazil". Additionally, the Company announced the creation of Instituto Itaúsa to which it will make annual contributions to support socio-environmental projects and initiatives, starting in 2023.

For years Itaúsa has been included, among others, in the portfolios of the Dow Jones Sustainability World Index, the Corporate Sustainability Index (B3) and the Carbon Efficient Index (B3). Additionally, it also reports through the CDP its management practices related to climate change.

The Board of Directors is also supported by the Sustainability Committee, set up in May 2021, the responsibilities of which are, among others, to monitor the Company's ESG strategy and recommend actions and initiatives that apply ESG/sustainability intelligence.

Itaúsa positively influences its investees, through its representatives on the Boards of Directors and Committees of the investees and also in the Thematic Forums that bring together specialists from different fronts of the investees and Itaúsa, including ESG practices, to exchange good practices and evolution.

Report on the Brazilian Corporate Governance Code > Itaúsa (version 1)