Itaú Unibanco S A : General Stockholders' Meeting Manual of June 26, 2024

2024

Itaú Unibanco Holding S.A.

General Stockholders' Meeting Manual

Extraordinary General Stockholders' Meeting

June 26, 2024

General Stockholders' Meeting Manual

Contents

1. Message from Management about the ESM Manual	03
2. Information on the Extraordinary Stockholders' Meeting	04
3. Call notice	05
4. Resolutions - Extraordinary General Stockholders' Meeting	06
ATTACHMENT I - ATTACHMENT I TO CVM RESOLUTION NO. 81/22	08
ATTACHMENT II - ATTACHMENT L TO CVM RESOLUTION NO. 81/22	58
ATTACHMENT III - REPORT ON THE ORIGIN AND RATIONALE OF THE PROPOSAL TO	63
AMEND THE COMPANY'S BYLAWS, PURSUANT TO ARTICLE 12 OF CVM RESOLUTION NO. 81/22
ATTACHMENT IV - A - PROXY TEMPLATE FOR HOLDERS OF COMMON SHARES	73
ATTACHMENT IV - B - PROXY TEMPLATE FOR PROXIES PROVIDED BY THE
COMPANY (HOLDERS OF COMMON SHARES)	75
ATTACHMENT IV - C - INFORMATION OF ATTACHMENT Q TO CVM RESOLUTION NO. 81/22	77

Itaú Unibanco Holding S.A.

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Itaú Unibanco Holding S.A.

1. Message from Management about the ESM Manual

São Paulo, May 27, 2024.

Dear Stockholder,

Aimed at achieving higher efficiency and return on the amounts invested, the Itaú Unibanco Conglomerate has been constantly seeking to streamline the use of resources and optimize its structures and businesses. Accordingly, we inform that, on May 23, 2024, our Board of Directors approved the proposal for corporate internal restructuring that will result in the merger of Hipercard Banco Múltiplo S.A. ("Hipercard") into Itaú Unibanco Holding S.A. ("Company" or "Itaú Unibanco Holding").

In summary, as a result of the proposed transaction, all activities currently carried out by Hipercard will be transferred to the Company, including the administration of bank cards.

We invite you to read this Management's Proposal, which outlines the matters to be appreciated at the Extraordinary General Stockholders' Meeting (ESM) of Itaú Unibanco Holding to be held on June 26, 2024, as well as how you can attend and vote accordingly. This ESM will be held online and we encourage you to take part remotely by either making use of the remote voting form, as disclosed on the websites of CVM and on the Company's Investor Relations website: www.itau.com.br/investor-relations or through granted proxies, according to the instructions found in the Manual.

Should you have any question, please contact us through the communication channels below::

• Questions on remote voting:
  Phone number: [phone]
  Email: [e-mail]
• Investor Relations department:
  Phone number: [phone]
  Email: [e-mail]

Have a good reading!

Regards,

Management

Itaú Unibanco Holding

Itaú Unibanco Holding S.A.

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2. Information on the Extraordinary General Stockholders' Meeting

Data

Itaú Unibanco Holding's Extraordinary General Stockholders' Meeting will be held on June 26, 2024, at 4:00 p.m.

Opening Quorum

The Extraordinary General Stockholders´ Meeting will be open on first call, with the attendance of stockholders representing at least two- thirds (2/3) of the voting capital (common shares), in accordance with Article 135, main paragraph, of the Brazilian Corporate Law, bearing in mind the proposed amendment to bylaws.

We clarify that in case of insufficient quorum to open the aforementioned Meeting on first call, a new call by call notice will be disclosed on due course, and the Meeting will be held at least eight (8) days after a new call notice is published, in accordance with Article 124, paragraph 1, II, of Brazilian Corporate Law. This Meeting will be open on second call with any number of Stockholders holding common shares.

Proxies

In order to assist stockholders who decide to attend the Extraordinary General Stockholders' Meeting represented by proxies, we present Attachment IV - A "Proxy Template for Holders of Common Shares".

Alternatively, the Company will provide three (3) proxies who are able to represent the stockholder at the Meeting and will vote in strict conformity with the voting instruction given by the stockholder in accordance with Attachment IV - B "Proxy Template for Proxies Provided by the Company (Holders of Common Shares)." Information on the proxy request, in accordance with Attachment Q to CVM Instruction No. 81/22, is included in Attachment IV - C hereto.

To facilitate the running of the General Stockholders´ Meeting, the Company recommends that stockholders represented by proxies send a copy of the proxy and other documents listed in the Call Notice by June 24, 2024 to email: [e-mail].

Venue

The Extraordinary General Stockholders' Meeting will be held online and remotely.

The link and access instructions will be provided by the Company to stockholders who send the documents below to email [e-mail], by June 24, 2024:

1. Legal Entities: a notarized copy of the articles of association/bylaws and proof of election of management members, duly registered with the proper trade board.
2. Individuals: a digital copy of the ID document bearing the stock- holder's picture.

Call notice

The Call notice included in item 3 hereof will be published on May 28, 29 and 30, 2024 in O Estado de S. Paulo newspaper. It will also be available on the Company's Investor Relations website (www.itau.com.br/investor-relations).

Documents provided to stockholders

The documents to be reviewed at the Stockholders' Meeting (Call Notice, Protocol and Justification, Appraisal Report, Proxy Template and Remote Voting Form) are available to stockholders on the Investor Relations website (www.itau.com.br/investor-relations), as well as on the websites of CVM (www.cvm.gov.br) and B3 (www.b3.com.br). Stockholders may also request a copy of these documents via email [e-mail].

Remote voting form

The Company will adopt the remote voting system, in accordance with the provisions of CVM regulation and the best market practices.

Accordingly, stockholders willing to vote through the remote voting form may forward their voting instruction concerning the matters to be voted on at the Stockholders' Meeting:

• by remote voting form sent directly to the Company; or
• by form completion instructions transmitted to service providers, as follows:

1. to the stockholder's custody agent, if shares are deposited at a central depository; or
2. to Itaú Corretora de Valores S.A., in the capacity of the financial institution hired by the Company to provide securities bookkeeping services.

Stockholders forwarding the voting form directly to the Company

Any stockholder choosing to exercise their remote voting right may do so directly to the Company by forwarding the following documents to email [e-mail] by June 19, 2024:

1. the voting form duly filled, initialized and signed (signature notarized by a public notary's office, consularization and a sworn translation of documents in foreign language not required); and

Itaú Unibanco Holding S.A.

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1. ID document - for Legal Entities: a notarized copy of the articles of incorporation/bylaws, proof of election of management members, and a notarized copy of the proxy with specific powers to sign the remote voting form on behalf of the Legal Entity, when applicable, and of the ID document of these representa- tives; and for Individuals: a notarized copy of the ID document bearing the stockholders' picture. Documents issued abroad must be consularized or apostilled and be accompanied by the respective sworn translation.

Once the documents referred to in items (i) and (ii) above are received, the Company will notify the stockholder as to their receipt and acceptance. This information will be sent to stockholders at the electronic address stated in the voting form.

Stockholders forwarding the form to service providersStockholders may otherwise choose to exercise their remote voting right through service providers, by transmitting their voting instructions to their custody agents or bookkeeper, subject to the rules determined by these service providers. Stockholders should contact the custody agent or bookkeeper to check out the procedures established by these service providers, as well as the documents requested accordingly.

Itaú Corretora de Valores S.A., the bookkeeper of the Company's shares, has set up the Digital Meeting website, a safe solution for remote vote casting. To vote via website you have to register and have a digital certificate. Information on registration and the step-by-step procedure for issuing the digital certificate is provided on the website: https://assembleiadigital.certificadodigital.com/itausecuritiesser-vices/artigo/home/assembleia-digital/

ITAÚ CORRETORA DE VALORES S.A.

[phone] (capital city and metropolitan regions)

0800 7209285 (other locations)

Client Service opens on business days from 9:00 a.m. to 6:00 p.m. Email: [e-mail]

Stockholders should transmit the form completion instructions to service providers by June 19, 2024, unless otherwise indicated by the latter.

Conflicts of interest

While the General Stockholders' Meeting is being held, attending Stockholders are to speak up on any possible conflicts of interest over any matter under discussion or resolution, in which their independence may be compromised, as it is done at meetings of the Company's management and inspection bodies. Additionally, any attending stockholder aware of a conflicting situation in relation to another stockholder and to the subject matter of the resolution must speak up thereon.

When the conflict of interest is brought into light, the conflicted stockholder must abstain from taking part in the resolution of the related matter. If the conflicted stockholder refuses to abstain from taking part in the resolution, the Chair of the General Stockholders' Meeting will determine that any conflicted votes cast be annulled, even if it is to occur after the stockholders' meeting.

Communication channel with the Board of Directors

Last but not least, we highlight that Stockholders may send sug- gestions, criticisms or questions directly to the Board of Directors by clicking on the link "Contact IR" on our Investor Relations website (www.itau.com.br/investor-relations). In the field "Subject", please select the option "Recommendations to the Board of Directors to Stockholders´ Meeting."

3. Call Notice

EXTRAORDINARY GENERAL STOCKHOLDERS' MEETING

The Stockholders of ITAÚ UNIBANCO HOLDING S.A. ("Company") are hereby invited by the Board of Directors to attend the Extraordinary General Stockholders' Meeting to be exclusively held online on June 26, 2024 at 4:00 p.m., with the purpose to:

1. Resolve on the "Protocol and Justification" in which the terms and conditions of the merger of Hipercard Banco Múltiplo S.A. into the Company are established, as of the date base of December 31, 2023;
2. Ratify the appointment and engagement of Pricewaterhouse- Coopers Auditores Independentes Ltda. - PwC as the expert firm to be responsible for preparing the appraisal report on the book net worth of Hipercard Banco Múltiplo S.A. to be merged into the Company;

1. Resolve on the appraisal report, based on the balance sheet of Hipercard Banco Múltiplo S.A. as of December 31, 2023;
2. Resolve on the merger of Hipercard Banco Múltiplo S.A. into the Company, with no increase in the Company's capital stock, in accordance with the "Protocol and Justification";
3. Authorize the Company's management members, as set forth in its Bylaws, to carry out all the actions and sign all the documents re- quired for implementing and formalizing the approved resolutions;
4. Amend the Company's Bylaws, 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; and
5. Consolidate the Bylaws to reflect the amendment mentioned in the preceding item.

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The full description of the matters proposed, as well as their justifi- cation, is found in the General Stockholders' Meeting's Manual.

The documents to be reviewed are available to stockholders on the Company's investor relations website (www.itau.com.br/investor-relations ), as well as on the websites of the CVM (www.cvm.gov.br) and B3 - Brasil, Bolsa, Balcão (www.b3.com.br). Stockholders may also request a copy of these documents via email [e-mail].

The Stockholders' Meeting will be held online with the link and access instructions to be provided by the Company to stockholders who send the documents below by June 24, 2024 to email [e-mail]:

1. Legal Entities: a notarized copy of the articles of association/ bylaws and proof of election of management members, duly registered with the proper trade board.
2. Individuals: a digital copy of the ID document bearing the stock- holder's picture.

Stockholders may be represented at the Stockholders' Meeting by a proxy, in accordance with Article 126 of Law No. 6,404/76, provided that this proxy forwards their identity document, the documents listed above and the corresponding proxy with signature notarized by a public notary's office.

We clarify that it is not mandatory that the representative of the legal entity stockholder be a stockholder, a Company's management member or a lawyer and that the documents issued abroad be consularized or apostilled and be accompanied by the respective sworn translation.

The Company recommends that stockholders represented by proxies also send, by June 24, 2024, a copy of the documents listed above to email [e-mail].

Stockholders may also participate in the Meeting through the remote voting form, to be sent (i) directly to the Company, or (ii) to their corresponding custody agents, in the case shares are deposited at a central depository, or (iii) to Itaú Corretora de Valores S.A., the financial institution hired by the Company to provide bookkeeping services, in the case shares are not deposited at a central depository, according to the procedures described in the General Stockholders' Meeting's Manual.

São Paulo (SP), May 27, 2024.

RENATO LULIA JACOB

Group Head of Corporate Strategy, Investor Relations and Corporate Development

4. Resolutions - Extraordinary General Stockholders' Meeting

1. Corporate restructuring in the Itaú Unibanco Conglomerate

Itaú Unibanco conglomerate has been constantly seeking to streamline the use of resources and optimize its structures and business, aimed at providing higher efficiency and return on invested amounts.

Accordingly, the Board of Directors has approved the proposal for corporate restructuring in connection with the merger, into the Company, of Hipercard Banco Múltiplo S.A. ("Hipercard"), a company fully held by the Company ("Transaction" or "Merger").

The purpose of the Merger is to transfer to the Company all activities currently carried out by Hipercard, including the administration of bank cards. The activities to be transferred are detailed in the "Protocol and Justification" and the "Appraisal Report".

This Manual includes all documents required for stockholders to resolve upon the Management's Proposal. The "Protocol and Jus- tification" establishes the terms and conditions of the Merger. The Appraisal Report, based on the balance sheets as of December 31, 2023 of Hipercard and the Company, has been prepared by expert

firm PricewaterhouseCoopers Auditores Independentes Ltda.- PwC. These documents are included in Attachment I hereto, corresponding to the content of Attachment I to CVM Instruction No. 81/22.

Attachment II contains Information on Appraisers, as required by Attachment L to CVM Instruction No. 81/22.

2. Amendment to the Company's Bylaws

Considering the Merger of Hipercard into the Company and the complexity of transactions, Itaú Unibanco Holding's Bylaws will 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.

3. Consolidation of the Company's Bylaws

A copy of the consolidated Bylaws containing the proposed inclusions duly highlighted can be found in Attachment III hereto, as well as the report detailing the origin and justification for these proposed amendments with an analysis of their legal and economic effects, in accordance with Article 12 of CVM Instruction No. 81/22.

Itaú Unibanco Holding S.A.

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ATTACHMENT

Itaú Unibanco Holding S.A.

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ATTACHMENT I

ATTACHMENT I TO CVM RESOLUTION Nº 81/22

1. Protocol and justification for the transaction, in accordance with Articles 224 and 225 of Law No. 6,404 of 1976 (Brazilian Corporate Law)

p.8

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

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: