Assembleia pendente de aprovação

DISTANCE VOTING BALLOT

Extraordinary General Meeting (EGM) - ITAU UNIBANCO HOLDING S.A. to be held on 01/31/2021

Shareholder's Name

Shareholder's CNPJ or CPF

E-mail

Instructions on how to cast your vote

If the Stockholder chooses to exercise his/her remote voting right, according to CVM Instruction No. 481/09, at the Extraordinary General Stockholders' Meeting of Itaú Unibanco Holding S.A. of January 31, 2021, which proposals were prepared by the Management members of the Company and details included in the General Stockholders' Meeting Manual, available on the websites of the Company's investor relations (www.itau.com.br/investor-relations), CVM (www.cvm.gov.br) and B3 (www.b3.com.br), it is mandatory that this form is fully completed.

Instructions for sending your ballot, indicating the delivery process by sending it directly to the Company or through a qualified service provider

Any Stockholders choosing to exercise their remote voting right may do so directly to the Company up to January 24, 2021, by forwarding the documentation below:

  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 languages not required); and
  2. ID document - for Legal Entities: a notarized copy of the articles of association/bylaws, proof of election of management members, and 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 documentation of these representatives; and for Individuals: a notarized copy of the ID document bearing the Stockholder's picture. Documents issued abroad are required to be consularized or apostilled and be accompanied by the respective sworn translation.

Upon receipt of the documents referred to in (i) and (ii) above, the Company will notify the stockholder that it has received and accepted them, in accordance with CVM Instruction No. 481/09. This information will be sent to the stockholder at the electronic address stated in the voting form.

Alternatively, stockholders may choose to exercise their remote voting right through service providers, transmitting their voting instructions to their custody agents or bookkeeper, subject to the rules determined by the latter.

The Stockholders should contact the custody agent or bookkeeper to check out the procedures established by the latter, as well as the documents requested accordingly.

Postal and e-mail address to send the distance voting ballot, if the shareholder chooses to deliver the document directly to the company

Mailing address:

Itaú Unibanco - Gerência Paralegal de Assuntos Corporativos

Praça Alfredo Egydio de Souza Aranha, 100, Torre Conceição, 3° andar

Parque Jabaquara, in São Paulo (SP) - CEP 04344-902

Electronic address: drinvest@itau-unibanco.com.br

Indication of the institution hired by the company to provide the registrar service of securities, with name, physical and electronic address, contact person and phone number

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 the Stockholder have to register and have a digital certificate. Information on registration and the step-by-step for issuing the digital certificate are described on the web site: https://www.itau.com.br/investmentservices/assembleia-digital/

ITAÚ CORRETORA DE VALORES S.A. Stockholders service:

Avenida Brigadeiro Faria Lima, 3.500, 3o. andar - São Paulo (SP) 3003-9285 (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: atendimentoescrituracao@itau-unibanco.com.br

Stockholders should transmit the form completion instructions to service providers by January 24, 2021, unless otherwise indicated by them.

Resolutions concerning the Extraordinary General Meeting (EGM)

Simple Resolution

1. Resolve on the "Protocol and Justification" in which the terms and conditions for the partial spin-off of Itaú Unibanco S.A. are set out, with the merger, into the Company, of the spun-off portion related to the interest of Itaú Unibanco S.A. representing 41.05% of XP Inc.'s capital stock ("Transaction 1"):

DISTANCE VOTING BALLOT

Extraordinary General Meeting (EGM) - ITAU UNIBANCO HOLDING S.A. to be held on 01/31/2021

("Transaction 1"):

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

2. Approve the appointment and engagement of PricewaterhouseCoopers AuditoresIndependentes - PwC as the expert firm responsible for preparing the appraisal report of the stockholders' equity of Itaú Unibanco S.A. to be merged into the Company ("Appraisal Report 1"):

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

3. Resolve on the Appraisal Report 1, based on the balance sheet of Itaú Unibanco S.A. as of September 30, 2020:

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

4. Resolve on Transaction 1, with no increase in the Company's capital stock:

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

5. If aforementioned items 1 to 4 are approved, then resolve on the "Protocol and Justification" in which the terms and conditions for the partial spin-off of the Company are set out, with reduction of its capital stock and transfer of the spun-off portion representing 41.05% of XP Inc.'s capital stock to a new company ("Newco") to be incorporated for such purpose on the date this Extraordinary General Stockholders' Meeting is held ("Transaction 2"):

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

6. Approve the appointment and engagement of PricewaterhouseCoopers AuditoresIndependentes - PwC as the expert firm responsible for preparing the appraisal report of the stockholders' equity of Itaú Unibanco S.A. to be spun off and transferred to Newco ("Appraisal Report 2");

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

7. Resolve on the Appraisal Report 2, based on the balance sheet of the Company as of September 30, 2020:

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

8. Resolve on Transaction 2 and the resulting set-up of a NewCo, to be incorporated for such purpose on the date this Extraordinary General Stockholders' Meeting is held, with the issue of 4,958,290,359 common and 4,845,844,989 NewCo preferred shares to be assigned to the Company's stockholders in the same proportion of their interest in its capital, and approve the draft of NewCo's bylaws, which is attached to the "Protocol and Justification" for Transaction 2:

DISTANCE VOTING BALLOT

Extraordinary General Meeting (EGM) - ITAU UNIBANCO HOLDING S.A. to be held on 01/31/2021

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

10. Elect the members of the Board of Directors for the next annual term of office, which will be in force until the date the members elected at the 2021 Annual General Stockholders' Meeting take office:

Geraldo José Carbone:

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

11. Elect the members of the Board of Directors for the next annual term of office, which will be in force until the date the members elected at the 2021 Annual General Stockholders' Meeting take office:

Maria Helena dos Santos Fernandes de Santana:

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

12. Elect the members of the Board of Directors for the next annual term of office, which will be in force until the date the members elected at the 2021 Annual General Stockholders' Meeting take office:

Roberto Egydio Setubal:

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

13. Resolve on the amount allocated to the overall compensation of the members of the NewCo's Board of Officers and Board of Directors in the overall amount of R$633,000.00:

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

14. Authorize the Company's management members, as set forth in its Bylaws, to carry out all the actions and sign all the documents required for implementing and formalizing the approved resolutions:

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

15. Amend items 7.1. and 7.1.4 of the Company's Bylaws to change the frequency of election and period of term of office for the members of the Audit Committee from annual to every five years:

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

16. Consolidate the Bylaws by including (i) the amendment mentioned in foregoing item "15"; and (ii) the capital reduction as a result of Transaction 2, in accordance with item 5 hereof:

[ ] Approve [ ] Reject [ ] Abstain

DISTANCE VOTING BALLOT

Extraordinary General Meeting (EGM) - ITAU UNIBANCO HOLDING S.A. to be held on 01/31/2021

Simple Resolution

17. New wording of item 9, above:

9. If item 8 above is approved:

Set at four (4) the number of positions to be filled at the NewCo's Board of Directors:

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

18. Elect the members of the Board of Directors for the next annual term of office, which will be in force until the date the members elected at the 2021 Annual General Stockholders' Meeting take office:

Demosthenes Madureira de Pinho Neto:

[ ] Approve [ ] Reject [ ] Abstain

City :__________________________________________________________________________

Date :__________________________________________________________________________

Signature :_____________________________________________________________________

Shareholder's Name :____________________________________________________________

Phone Number :__________________________________________________________________

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Itaú Unibanco Holding SA published this content on 21 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 January 2021 19:11:07 UTC