Itaú Unibanco S A : Report of the Brazilian Corporate Governance Code - 2022

1.1.1

The company's capital stock should be comprised of common shares only.

Compliant	Partially	Not	N/A
Compliant	Compliant

Our bylaws provide for two types of shares, common (ON) and preferred (PN) shares, both book-entry, with no par value and in a single class. Each common share entitles its holder to one vote at General Meetings. Preferred shares do not grant voting rights, except in specific cases legally provided for, and give their holders priority on the receipt of non-cumulative minimum annual dividends of R$ 0.022 per share, adjusted in the event of a stock split or reverse stock split, and also the right, in the event of a disposal of control, to be included in a public offering for the acquisition of shares, in order to assure a price equal to 80% of the amount paid per voting share as part of the controlling stockholders, ensuring dividends at least equal to those of common shares.

Preferred shares are a legitimate instrument, set forth by law, and their issue has no bearing on the quality of our management, corporate governance level, performance or returns to our Stockholders. Since our incorporation, our controlling Stockholders believe that our capital structure satisfactorily meets our purposes.

The Bylaws are available on our investor relations website: www.itau.com.br/investor-relations > Menu > Itaú Unibanco > Corporate Governance > Rules and Policies > Bylaws.

1.2.1

Shareholders' agreements should not bind the exercise of voting rights of any members of management or supervisory and control bodies.

Compliant	Partially	Not	N/A
Compliant	Compliant

Given the merger between Itaú and Unibanco, in 2009, regulation through a Shareholders' Agreement was necessary, including binding the exercise of the voting rights of members of the Board of Directors.

We believe that the definition and regulation of stockholding control, as reflected in the Shareholders' Agreement, is a positive for the smooth running of the business, and does not harm the interests of investors and Company itself, mainly considering: (i) the fiduciary duty of all management members, who should always vote in the best interests of the Company; (ii) the existence of a highly professional management with broad technical expertise; (iii) the significant number of independent members of the Board of Directors, currently representing 41.6% of the total members; and (iv) the existence of rigorous mechanisms, strictly applied by the Company, to prevent conflicts of interest arising in practice.

Our Shareholders' Agreement of IUPAR does not bind the voting rights of any member of the Company's inspection and control bodies.

The Shareholders' Agreement is available on our investor relations website: www.itau.com.br/investor-relations > Menu > Itaú Unibanco > Corporate Governance > Rules and Policies > Others.

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1.3.1

The executive board must use stockholders' general meetings to communicate the conduct of the Company's business, and management should publish an agenda in advance in order to facilitate and encourage attendance at stockholders' general meetings.

Compliant	Partially	Not	N/A
Compliant	Compliant

We disclosed the Ordinary General Stockholders' Meeting Manual a month prior its completion, detailing all matters to be resolved and encouraging the attendance of our stockholders via Investor Relations website, email marketing for mailing base and announcement to the market.

Since the beginning of the pandemic in COVID-19, we did not make a presentation during the General Meeting to communicate the conduct of our business Nevertheless, the General Stockholders' Meeting Manual, made available 30 days prior to the event, includes the full text of item 10 of the Reference Form, which details the Executive Officers' Comments regarding our business. Additionally, in the second half of the year we will hold a public meeting with analysts, where we will bring together our executives to talk about the challenges and strategies of the conglomerate.

1.3.2

Minutes should provide a full understanding of the discussions held at meetings, even if in the form of a summary, and should identify the votes cast by stockholders.

Compliant	Partially	Not	N/A
Compliant	Compliant

1.4.1

The board of directors should conduct a critical analysis of the advantages and disadvantages of the defense measures and its characteristics, especially triggers and price parameters, if applicable, providing relevant explanations.

Compliant	Partially	Not	N/A
Compliant	Compliant

1.4.2

Provisions that prevent the removal of this measure from the bylaws, or so-called "Eternity Clause", must not be used.

Compliant	Partially	Not	N/A
Compliant	Compliant

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1.4.3

If the bylaws provide for a tender offer whenever a stockholder or group of stockholders directly or indirectly attains a significant interest in the voting capital, the rule for determining the offer price should not impose additional premiums substantially greater than the shares' economic or market value.

Compliant	Partially	Not	N/A
Compliant	Compliant

1.5.1

(I)

THE COMPANY'S BYLAWS SHOULD ESTABLISH THAT:

Transactions involving a direct or indirect disposal of stockholding control should be followed by a tender offer to all stockholders, at the same price and in the same conditions obtained by the selling stockholder;

(II)	Management should state an opinion on the terms and conditions of corporate reorganizations, capital
	increases and other transactions leading to a change of control, and state whether these ensure fair and
	equitable treatment for the company's stockholders.

Compliant	Partially	Not	N/A
Compliant	Compliant

1. The Brazilian Corporate Law provides for tag along rights of 80% for minority holders of common shares in the case of a disposal of stockholding control. The Company extends the same 80% tag along rights to preferred Stockholders. For this reason, the Company is listed on the ITAG - Special Tag Along Stock Index of B3 - Bolsa, Brasil, Balcão S.A. ("B3").

1. With respect to the opinion expressed by management members about possible corporate reorganizations, the Company understands that management may always express its opinion regardless of statutory provisions.

1.6.1

The bylaws should provide that the board of directors should issue an opinion on any tender offer related to shares and securities convertible into or exchangeable for shares issued by the company, and this should include, among other relevant information, the opinion of the board of directors on the possible acceptance of the tender offer and the company's economic value.

Compliant	Partially	Not	N/A
Compliant	Compliant

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1.7.1

The company should prepare and disclose a policy on appropriation of earnings defined by the board of directors. Among other matters, this policy should provide for the frequency of dividend payouts and the reference parameters to be used to define the related amounts (such as percentages of adjusted net income and free cash flow).

Compliant	Partially	Not	N/A
Compliant	Compliant

1.8.1

The bylaws should clearly and accurately identify the public interest that has justified the creation of the mixed-capital company in a specific chapter.

Compliant	Partially	Not	N/A
Compliant	Compliant

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.

Compliant	Partially	Not	N/A
Compliant	Compliant

2.1.1	WITHOUT PREJUDICE TO OTHER LEGAL OR STATUTORY POWERS AND OTHER PRACTICES SET FORTH IN THIS
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, aimed 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 its 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;

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