Management and Committees

Fiscal Council

An essential player in Itaúsa's governance system, it is incumbent upon the Fiscal Council to supervise the behavior of management members, review and opine on the financial statements for the year, and reporting its conclusions to the Company’s stockholders, in compliance with its legal and statutory duties.

The Fiscal Council operates on a permanent basis, and may be composed of at least three and at the most five members, and equal number of alternate members, all of whom elected annually by stockholders at the General Meeting. Among its members, there are representatives elected by minority and preferred stockholders. Furthermore, it is incumbent upon the Fiscal Council to assess significant operations as provided for in Itaúsa's Transactions with Related Parties Policy, and report them to the Company’s Board of Directors.

Member	Position	Date of investiture	Term length
Guilherme Tadeu Pereira Júnior	Effective Member	05/10/2024	April 2025
Guilherme has been the Chairman of the Supervisory Council of Itaúsa S.A. since October 2023, having also served as an Effective Member of this body since December 2020 and from May 2018 to April 2019, and was an Alternate Member from May 2019 to December 2020. At Dexco S.A., he has been the Chairman of the Supervisory Council since April 2022, having also served as an Effective Member between April 2018 and April 2020, and at Aegea Saneamento e Participações S.A., he has been a Member of the Audit, Risks and Integrity Committee since August 2021. He has been the Chairman of the Advisory Board of Athie Wohnrath Associados, Projetos, Construção e Gerenciamento S.A. since September 2023, having also served as Chief Operating Officer (COO) at the same Company from January 2023 to September 2023. He was an Effective Member of the Supervisory Council of Alpargatas S.A. from November 2017 to April 2018, Administrative and Finance Vice President (CFO) and Investor Relations Officer of Itautec S.A. – Itautec Group from April 2013 to April 2015, having served as Executive Administrative and Finance Officer (CFO) from March 2012 to March 2013 and Corporate Controller’s Officer from June 2010 to February 2012. He was Vice President of Operations (COO) of Minuto Corretora de Seguros S.A. from March 2020 to March 2022, having served as Administrative and Finance Officer (CFO) from August 2017 to February 2020. He worked as a Financial Consultant in financial planning and internal controls in companies in Brazil and the United States from August 2015 to July 2017. Before, he was CFO and Controller at multinational companies. He graduated in Public Administration from Unisul and in Accounting from Unip in 2021. He also earned an MBA in Finance with a major in Controllership and Auditing from Fundação Getulio Vargas (FGV). He attended many specialization programs in business and corporate governance, in particular from the universities of Wharton and Berkeley in the United States, in addition to a training program on Audit Committee from the University of Harvard. He is also a Board Director and Supervisory Councilor certified by the Brazilian Institute of Corporate Governance (IBGC).
Eduardo Rogatto Luque	Effective Member	05/10/2024	April 2025
Eduardo has been a Member of the Supervisory Council of Itaúsa S.A. since June 2020. He has accumulated a professional experience of 34 years and is a Member of the Advisory Board of the Irko Group, Chairman of the supervisory councils of Natura & Co, Qualicorp S.A. and Fundação Antonio e Helena Zerrenner (FAHZ), Member of the Supervisory Council of Ambev S.A., Member of the Board of Directors and Chairman of the Audit Committee of Cantu Store S.A., Member of the Audit Committee of Porto Seguro S.A. and Vice President of the Brazilian Association of Administrative Service Providers (ABRAPSA). He is a Member of the Institute of Independent Auditors of Brazil (IBRACON), the American Institute of Certified Public Accountants (AICPA), the Brazilian Institute of Corporate Governance (IBGC) and the Brazilian Federal and Regional Accounting boards (CFC and CRC). He was a PwC Partner between 2004 and 2016 (a career spanning 27 years and a three-year exchange program in the United States) with vast experience in service to large corporate groups, including in IPOs at the Brazilian Securities and Exchange Commission (CVM) and SEC. He holds a Bachelor’s degree in Accounting from Pontifícia Universidade Católica de São Paulo, an MBA in Controllership from Universidade de São Paulo (USP), and attended an APG Senior Program intended for leaders in officer positions organized by Amana-Key (SP). Mr. Luque is a qualified Auditor certified by the National Register of Independent Auditors (CNAI) of the Brazilian Securities and Exchange Commission (CVM) and a Certified Public Accountant (CPA) by the State of California, U.S., as well as an expert in corporate governance and application of the IFRS and USGAAP accounting standards.
Elaine Maria de Souza Funo	Effective Member	05/10/2024	April 2025
Elaine has worked for many companies and has experience in the fields of accounting, controllership, fiscal, tax and CSC (Shared Service Center) in industries and companies such as Pilkington (Japanese glass manufacturing company), Philips Brazil (consumption and technology company) and Embraer (Brazilian aeronautics company). She is currently the Global Accounting and Tax Officer and Accountant at Embraer, being responsible for (i) consolidating the Financial Statements in accordance with the IFRS published at the Brazilian Securities and Exchange Commission (CVM) and the U.S. Securities and Exchange Commission (SEC), as well as for their accounting policies and procedures; (ii) national and international tax planning, policies and procedures; and (iii) Shared Service Center. She also holds positions such as (i) Governance Officer at Embraer; (ii) Chairman of the Supervisory Council of Embraer’s employees’ pension fund (EMBRAERPREV); (iii) Member of the Supervisory Council of OGMA – Indústria Aeronáutica de Portugal; (iv) Member of the Supervisory Council of Embraer Portugal S.A.; and (iv) Alternate Member of the Supervisory Council of Comgás, Rumo S.A. and Cosan S.A. She holds a Bachelor's degree in Accounting from Universidade de Taubaté, a Postgraduate degree in Financial Administration and Auditing and an MBA in Finances and Controllership.
Marco Tulio Leite Rodrigues	Effective Member	05/10/2024	April 2025
Marco Tulio has been a Member of the Supervisory Council of Itaúsa S.A. since June 2020 and has been participating in the Finance and Investments Committee of Tupi since November 2021. He has been a Member of the Board of Directors of Hospital Sabará – FJLS since April 2016, Partner and Member of the Board of Directors of Peter Graber Monitoramento since October 2019 and consultant of the Board of Directors and Innovation Committee of SPM Holding since August 2022. Between 2004 and 2017, he was a Member or Advisor of the Board of Directors of Brasmetal Waelzholz, Graber, Papaiz, Bematech, Cremer, Tigre, Santa Casa de São Paulo and other companies. As an executive, he was CEO at Mapri-Textron Fastening Systems (1992 - 1999), TotalNet/Tradecom (2000-2004) and Sensormatic of Brazil (2006 - 2007). He was also a consultant at Booz, Allen & Hamilton (1987 - 1992) and a professor of the Aeronautics Technological Institute (1982 – 1985). He is a Brazilian Securities and Exchange (CVM) registered supervisor and has worked for Constellation Asset Management and Terra Boa Capital. Institutionally, he was Vice President at Sindipeças (1993-1999) and a Member of the Economy Committee of CIESP (2004-2007). He graduated in Production Engineering and holds a Bachelor’s degree in Economics from Universidade de São Paulo and earned an MBA (Finance) from the University of Chicago.
Maurício Nogueira	Effective Member	05/10/2024	April 2025
Maurício started his career at Banco do Brasil in August 1986 and was Executive Finance Manager from 2011 and 2019 and Executive Finance Officer from 2019 to 2021. Between 2018 and 2021, he also served as Vice Chairman of the of the Board of Directors of Brazilian American Merchant Brasil – BAM, Member of the Board of Directors of BB Previdência, Member of the Supervisory Council of Econumus, Member of the Board of Livelo, Member of the Board of Patagônia, Member of the Board of BB Securities and Member of the Supervisory Council of BB Seguros. He graduated in Mathematics from Universidade do Estado do Rio de Janeiro (1994), earned an Executive MBA in Capital Markets from Instituto Brasileiro de Mercado de Capitais - IBMEC (1999) and holds a Master’s degree in Mathematical Methods in Finances from Instituto de Matemática Pura e Aplicada – IMPA (2003).

Board of Directors

The mission of the Board of Directors, together with the Board of Officers and their advisory bodies is protecting and valuing Itaúsa's equity, in accordance with the provisions of its Bylaws, and representing the interests of stockholders and other agents with which it relates.

As provided for in the Bylaws, the Board of Directors is composed of three to 10 effective members, elected by the General Stockholders’ Meeting, and will have one Chairman and from one to three Vice Chairmen chosen by the Board Members, and it is incumbent upon the General Stockholders’ Meeting to previously establish the number of members that will compose this body. Bylaws also set forth that no officers aged over 75 will be elected.

Member	Position	Date of investiture	Term length
Raul Calfat	Chairman	04/30/2024	May 2025
Raul Calfat has been Chairman of the Board of Directors (independent member) of Itaúsa S.A. since May 2024 and Member since May 2023; Permanent Member of the Governance and Personnel Committee and the Sustainability Committee since May 2024; Coordinator of the Audit Committee since May 2023; Member of the Strategy and New Business and Related Parties Committees, since May 2023, which in May 2024 became a Permanent Member. He has been Chairman of the Board of Directors of Aché Laboratórios Farmacêuticos since September 2018, an Independent Member of the Board of Directors of Embraer since April 2017 and he is currently its Vice Chairman, and an Independent Member of China Three Gorges Brasil since January 2021. He was an Independent Member of the Board of Directors of Dexco S.A. from May 2015 to April 2023 and Member of the Board of Hospital Sírio-Libanês from 2015 to 2020. From January 2014 to April 2019, he was the Chairman of the Board of Directors of Votorantim S.A., from December 2009 to December 2018, he was a Member of the Board of Directors of Fibria Celulose S.A., and from January 2010 to December 2013, he served as CEO of Votorantim Industrial and led the cement, ore and mining, pulp, iron and steel, orange juice and energy departments of the Group. Between 2004 and 2010, he was the General Director of the holding company. Before that, between 1995 and 2003, he was the CEO of Votorantim Celulose e Papel (current Fibria) and CEO of Papel Simão from 1987 to 1992, the company where he started his career as trainee in 1973. He was the Chairman of the São Paulo Pulp and Paper Association from 1993 to 1995 and Vice President of the Brazilian Pulp and Paper Association (Bracelpa) from 1996 to 2004. He earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1974 and attended seminars of the International Institute for Management Development (IMD) in Switzerland and in the United States (Harvard, Boston).
Ana Lúcia de Mattos Barretto Villela	Vice Chairwoman	04/30/2024	May 2025
At Itaúsa, Ana Lúcia has been Vice Chairwoman of the Board of Directors (non-executive member) since 2017, Member of the Sustainability and Risks Committee since May 2021, Member of the Sustainability Council since June 2019, and Member of the Finance Council from May 2017 to August 2018. She has been a Member of the Board of Directors of the Itaú Unibanco Group since 2018 and has held many positions at the Group, including Member of the Board of Directors (1996 to 2001), Member of the Personnel, Nomination and Corporate Governance committees since 2018 and Member of the Environmental, Social and Climate Committee since 2019 (previously called Social Responsibility Committee). She has also been an Alternate Member of the Board of Directors of IUPAR – Itaú Unibanco Participações S.A. since 2018; Vice Chairwoman of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) since 2020; Member of the Advisory Board of Itaú Social since 2017; Member of the Advisory Board of Itaú Cultural since 1995; Member of the Executive Board of Itaú Cultural since 2017; Co-Founder of AlanaLab (Maria Farinha Filmes and Flow) since 2014; Founding Chairwoman of the Alana Foundation since 2012; CEO of the Alana Institute since 2002; Member of the Advisory Board of the Brincante Institute since 2001 and Ashoka Fellow since 2010. Since 2018, she has been the first representative from Latin America on the Innovation Board of XPrize, a non-profit organization set up by Peter Diamandis, who designs and manages global competitions to encourage the development of new technologies that could help solve some of the major challenges of humankind. Mrs. Villela is a Member of the Board of Participant, founded by social entrepreneur Jeff Skoll, which is a leading organization in media and entertainment that inspires and engages its audience towards social change. She has also been a Member of the Stanford Down Syndrome Research Center Advisory Board since January 2022 and of the UCLA Lab School Board of Advisors since May 2022. She was a Member of the Advisory Board of the Akatu Institute (2013 to 2017), Member of the Advisory Board of the Fairplay Organization (2015 to 2017), Member of the Advisory Board of Conectas (2003 to 2018), Member of the Sustainability Committee of Dexco S.A. (2015 to 2018) and Alternate Member of the Board of Directors (2018 to 2020). She holds a Bachelor’s degree in Education with a qualification in School Administration and a Master’s degree in Educational Psychology, both from the Pontifícia Universidade Católica de São Paulo (PUC-SP), São Paulo, Brazil. She also took a graduate course in Business Administration at Fundação Armando Álvares Penteado (FAAP), São Paulo, Brazil (incomplete) and a postgraduate course in Third Sector Administration at Fundação Getulio Vargas (FGV), São Paulo Brazil (incomplete).
Roberto Egydio Setubal	Vice Chairman	04/30/2024	May 2025
Roberto has been a member of the Board of Directors (non-executive member) of Itaúsa S.A. since May 2021 and he is also the Vice President. He has been the Co-Chairman of the Board of Directors of Itaú Unibanco Holding S.A. since 2017. He started his career at Banco Itaú in 1980 and held different positions before he was appointed in 1994 as the CEO of the institution and was in office until April 2008 when he became the CEO of Itaú Unibanco and was in office until 2017. He is also a Member of the Board of CCR, of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) and of Centro de Lideranças Públicas (Center of Public Leaderships) – CLP. Between 1994 and 2020, he was a member of the International Monetary Conference, of which he was the Chairman in 2015. From 1997 to 2000, he was the Chairman of the Brazilian Federation of Bank Associations (FEBRABAN) and from 2011 to 2017, he was the Chairman of the Board of this institution. He was a member of the Board of Directors of the Institute of International Finance (IIF), having served as Vice Chairman from 2003 to 2014. Between 2002 and 2008, he was a Member of the International Advisory Committee of the Federal Reserve Bank of New York. In 2011, he was named Banker of the Year by Euromoney magazine. He was a Member of the Board of Directors of Petrobras between 2000 and 2002 and a Member of the Board of Directors of Shell between 2017 and 2020. He holds a Bachelor’s degree in Production Engineering from Escola Politécnica da Universidade de São Paulo (USP), São Paulo, Brazil, and a Master’s degree in Science Engineering from Stanford University, California, United States.
Alfredo Egydio Setubal	Effective Member	04/30/2024	May 2025
At Itaúsa, Alfredo has been CEO and Investor Relations Officer S.A. since 2015 and Member of the Board of Directors since 2008 (executive member). He has been Chairman of the Board of Directors of Dexco S.A. since 2021 and a Member since April 2015 and Member of the Board of Directors of Itaú Unibanco since 2007, Alpargatas since 2017 and Copa Energia since 2020. Member of the Superior Committee for Guidance, Nomination and Ethics of the Brazilian Institute of Investor Relations (IBRI) since 2010, having been the Chairman of its Board of Directors from 2000 to 2003. He served as Chairman of the National Association of Investment Banks from 2003 to 2008. He was a Member of the Board of Directors of the Brazilian Association of Listed Companies (ABRASCA) from 1999 to 2017. He is the Chairman of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) - FIEC. He has been the Chairman of the Decision-Making Council of the São Paulo Art Museum (MASP) since 2015, Member of the Board of Directors of Fundação Bienal de São Paulo since 2009 and Member of the Board of Directors of the São Paulo Museum of Modern Art (MAM) and of the Contemporary Art Institute (IAC). He holds Bachelor’s and Postgraduate degrees in Business Administration from Fundação Getulio Vargas (FGV), São Paulo, Brazil, with specialization from INSEAD, Fontainebleau, France.
Rodolfo Villela Marino	Effective Member	04/30/2024	May 2025
At Itaúsa S.A., Rodolfo has been a Member of the Board of Directors (executive member) since May 2011 and was an Alternate Member from April 2009 to May 2011. He has also been Executive Director Vice President since May 2022 and was Director Vice President from May 2015 to April 2022. At Dexco S.A., he has been a Member of the Board of Directors since August 2009, Member of the Personnel, Governance and Nomination Committee since May 2020, Chairman of the Sustainability Committee since May 2019 and a Member since November 2009. He was a Member of the Audit and Risk Management Committee from November 2009 to March 2022 and has been a Member of the Finance Committee since December 2021. At Alpargatas S.A., he has been a Member of the Board of Directors since September 2017, Member of the Strategy and Personnel committees since October 2017 and Member of the Statutory Audit Committee since April 2018. Alternate Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021, having worked as Effective Member from December 2020 to April 2021; Member of the Board of Directors of Aegea Saneamento e Participações S.A. since July 2021; Managing Director of Rudric Ith Participações Ltda. since April 2005. He has also been a Member of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) since May 2019; Member of the Board of Directors of Unibanco Institute since April 2014; Member of the Advisory and Fiscal Council of the PDR Institute since February 2014; Chairman of the Advisory Board of Associação Pró-Dança (Pro Dance Association) since September 2019; Member of the Advisory Board of Sociedade de Cultura Artística (Artistic Culture Company) since June 2020; Member of the Sustainability Committee of the Brazilian Institute of Corporate Governance (IBGC) since August 2019; Member of the Board of Directors of the Institute for Studies of Industrial Development (IEDI) since August 2015; Member of the Governance Board of Todos pela Educação (All for Education) since April 2019; Member of the Fiscal Council of the Yandeh Institute since August 2017; Member of the Advisory Board of the Brazilian Tree Institute (IBÁ) since December 2017; Member of the Young Presidents Organization - YPO/WPO since December 2011; CEO of Associação Comunitária Despertar (Awake Community Association) since April 2020; Member of the Board of Directors of Todavia Livros since March 2018; Member of the Board of Directors of Tempo Livre PTE Ltd (“Cariuma”) since December 2017; Member of the Board and of the Impact Committee of Instituto Alicerce Educação (Education Foundation Institute) since 2021; and Member of the Board of Directors of Livraria Dois Pontos Comércio Eletrônico S.A. since March 2021. He holds a Bachelor’s degree in Business Administration from Escola de Administração de Empresas de São Paulo – EASP/FG – Fundação Getulio Vargas – August 1994 to June 1998. Master’s degree in Economics and Philosophy from the London School of Economics and Political Science (LSE) – September 2001. Master’s degree in Development Studies from the London School of Economics and Political Science (LSE) – September 2002.
Edson Carlos De Marchi	Independent Effective Member	04/30/2024	May 2025
At Itaúsa, Edson has been a Member of the Board of Directors (non-executive member) since May 2021, having served as an Alternate Member of the Board of Directors from May 2019 to May 2021, Coordinator of the Related Parties Committee since August 2021 and of the Audit Committee since August 2002 and a Member of the Governance and Personnel, and Sustainability and Risks committees since May 2021. At Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência, he has been a Member of the Board of Directors since May 2018, Executive Officer since July 2012, Coordinator of the Ethics Committee since May 2020 and Member since December 2016, Coordinator of the Governance in Data Protection Committee since November 2020, Coordinator of the Finance and Investments Committee since February 2019 and was a Member of the Advisory Committee from December 2004 to August 2012. At AMBEV S.A. he was Health and Benefits Vice President from July 2019 to March 2020, Benefits Officer from January 2015 to June 2019, Corporate Relations Officer from June 2011 to December 2014 and Strategic Planning Manager from May 2000 to December 2003; Global Finance and Excise Tax Vice President at Anheuser-Busch InBev from 2009 to 2011 and Member of the Fiscal Council of Instituto de Previdência Privada da AmBev (Ambev Private Pension Institute) – IAPP from January 2004 to July 2007. He graduated in both Economics and Business Administration from Fundação Armando Álvares Penteado (FAAP) in 1985 and 1986, respectively, and earned a Master’s degree in Business Administration from Universidade de São Paulo (FIA/USP) in 1998.
Patrícia de Moraes	Independent Effective Member	04/30/2024	May 2025
At Itaúsa S.A., Patrícia has been a Member of the Board of Directors (independent member), Coordinator of the Governance and Personnel Committee and Member of the Strategy and New Business Committee since May 2021, and a Member of the Related Parties Committee since August 2021 and of the Audit Committee since August 2022. She is a Founding Partner, Supervisor and Member of the Investment Committee of Unbox Capital, an investment company that supports the growth of companies by establishing partnerships with entrepreneurs and asset managers. She has more than 20 years of experience in Investment Banking, having worked in the Mergers & Acquisitions team of J.P. Morgan in New York and São Paulo. She was Head of Investment Banking and Corporate Banking at J.P. Morgan in Brazil, responsible for all relationships and transactions with Brazilian and multinational companies. During her career, she provided advisory services to companies in strategic transactions of mergers, acquisitions and divestments and in capitalizations through debt surveys and IPOs. She is the Officer of the Mulheres do Brasil (Women of Brazil) Group and was nominated twice for the “Mulheres de Valor” (Valuable Women) award of the Valor newspaper. She serves on the Council of the Program for Finance Studies of the Columbia Business School and on the Columbia University Council in Brazil. She holds a Bachelor’s degree in Economics from Pontíficia Universidade Católica do Rio de Janeiro, Brazil, and an MBA from Columbia Business School (class of 1995).
Vicente Furletti Assis	Independent Effective Member	04/30/2024	May 2025
At Itaúsa S.A., Vicente has been a Member of the Board of Directors (independent member) since May 2021, Coordinator of the Strategy and New Business Committee since May 2021, Member of the Governance and Personnel Committee since May 2021 and Member of the Related Parties Committee since August 2021. Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021. Member and Vice Chairman of the Board of Directors and Member of the Personnel and ESG committees of CCR S.A. since September 2022 and Member of the Board of Directors of Randon S.A. Implementos e Participações since April 2002 . He was an Effective Member of the Board of Directors of Liquigás Distribuidora S.A. from May 2021 to December 2022. At McKinsey & Company Inc., he has been an Emeritus Senior Partner since February 2022 and was Senior Partner from 2008 to 2022 and a Leader responsible for the Practice of B2B Companies for Latin America from 2018 to 2021. He was also a Member of the Global Committee of Election of Partners from amongst External Candidates from 2017 to 2022, Member of the Global Committee of Risks Associated with Customer Service from 2016 to 2022, having worked as the partner responsible for the Brazilian Office from 2011 to 2018, Leader responsible for the Practice of Advanced Industries in Latin America from 2012 to 2017, Member of the global task force in charge of improving the firm’s governance from 2015 to 2016, Member of the Global Committee of Partner Assessment from 2009 to 2014, Member of the global task force in charge of reviewing the firm’s values from 2011 to 2012, Leader responsible for the Practice of Operations in Latin America from 2010 to 2012, Partner from 2002 to 2008, Associate Partner and Project Manager and Associate from 1997 to 2002. Member of the Higher Board of Fundação José Luiz Egydio Setubal since February 2023; Member of the Advisory Board of Generation Brasil since 2020; Member of the Board of the São Paulo Art Museum (MASP) since 2015; Member of the Advisory Board of Brazil’s Wharton Alumni Club since 2016. He held many positions, including Head of Deep Waters Equipment Development at Petróleo Brasileiro S.A. (Petrobras) from 1985 to 1997 and Member of the Board of the Brazil-Portugal Chamber of Commerce between 2015 and 2022. He graduated in Civil Engineering from the Universidade Federal de Minas Gerais in 1985, in Petroleum Engineering from Petróleo Brasileiro S.A in 1986 and earned a Master’s degree in Finance from The Wharton School, University of Pennsylvania in 1997.

Also elected as alternate members are Ricardo Egydio Setubal and Ricardo Villela Marino. For more information, consult the resolutions of the General Stockholders Meetings.

Internal Charter of the Board of Directors

Advisory Board

The Advisory Board, an advisory body, has technical functions and reports directly to the Board of Directors, and its recommendations are not binding. The purpose of the Advisory Board is to assist the Board of Directors in matters in which it is requested to comment.

The Advisory Board is responsible for advising or expressing its opinion on any issues and matters submitted to it by the Board of Directors for decision-making purposes, whenever requested by said body or by the Itaúsa Board of Officers. The Board of Directors or the Board of Officers, depending on the case, may consult one or more members of the Advisory Board, as necessary, and the response to this consultation will not represent a recommendation from the Advisory Board.

The members of the Advisory Board may participate, without voting rights, in the meetings of the Board of Directors, when invited by the Chairman of the Board of Directors, and in the meetings of the committees, when invited by their respective coordinators.

Member	Position	Date of investiture	Term length
Henri Penchas	Coordinator	05/15/2024	May 2025
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Fernando de Almeida Nobre Neto	Member	05/15/2024	May 2025
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Victório Carlos de Marchi	Member	05/15/2024	May 2025
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Board Advisory Committees

The Advisory Committees to the Board are advisory bodies, responsible for advising the Board in the analysis of strategic matters within its competence, with the aim of providing greater efficiency to this collegiate body. In addition, the committees assist the Board in carrying out its legal and statutory functions.

Itaúsa currently has five Committees: Governance and Personnel Committee, Sustainability Committee, Strategy and New Businesses Committee, Related-Party Committee and Audit Committee. These bodies are composed of members appointed annually by the Company’s Board of Directors.

Governance and Personnel Committee

The Governance and Personnel Committee deals with issues discussed in the Governance Committee and Personnel and Ethics Committee. The main assignments of this Committee are:

• Management evaluation and its frequency
• Management succession rules
• Management compensation Policy, overall amount, and allocation
• definition of independence criteria of the Board of Directors
• Identification of experts for Committees, if applicable
• ESG trends and benchmarks
• Regulations and self-regulations related to corporate governance
• Corporate governance system

Member	Position	Date of investiture	Term length
Patrícia de Moraes	Coordinator	05/13/2024	May 2025
At Itaúsa S.A., Patrícia has been a Member of the Board of Directors (independent member), Coordinator of the Governance and Personnel Committee and Member of the Strategy and New Business Committee since May 2021, and a Member of the Related Parties Committee since August 2021 and of the Audit Committee since August 2022. She is a Founding Partner, Supervisor and Member of the Investment Committee of Unbox Capital, an investment company that supports the growth of companies by establishing partnerships with entrepreneurs and asset managers. She has more than 20 years of experience in Investment Banking, having worked in the Mergers & Acquisitions team of J.P. Morgan in New York and São Paulo. She was Head of Investment Banking and Corporate Banking at J.P. Morgan in Brazil, responsible for all relationships and transactions with Brazilian and multinational companies. During her career, she provided advisory services to companies in strategic transactions of mergers, acquisitions and divestments and in capitalizations through debt surveys and IPOs. She is the Officer of the Mulheres do Brasil (Women of Brazil) Group and was nominated twice for the “Mulheres de Valor” (Valuable Women) award of the Valor newspaper. She serves on the Council of the Program for Finance Studies of the Columbia Business School and on the Columbia University Council in Brazil. She holds a Bachelor’s degree in Economics from Pontíficia Universidade Católica do Rio de Janeiro, Brazil, and an MBA from Columbia Business School (class of 1995).
Edson Carlos De Marchi	Effective Member	05/13/2024	May 2025
At Itaúsa, Edson has been a Member of the Board of Directors (non-executive member) since May 2021, having served as an Alternate Member of the Board of Directors from May 2019 to May 2021, Coordinator of the Related Parties Committee since August 2021 and of the Audit Committee since August 2002 and a Member of the Governance and Personnel, and Sustainability and Risks committees since May 2021. At Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência, he has been a Member of the Board of Directors since May 2018, Executive Officer since July 2012, Coordinator of the Ethics Committee since May 2020 and Member since December 2016, Coordinator of the Governance in Data Protection Committee since November 2020, Coordinator of the Finance and Investments Committee since February 2019 and was a Member of the Advisory Committee from December 2004 to August 2012. At AMBEV S.A. he was Health and Benefits Vice President from July 2019 to March 2020, Benefits Officer from January 2015 to June 2019, Corporate Relations Officer from June 2011 to December 2014 and Strategic Planning Manager from May 2000 to December 2003; Global Finance and Excise Tax Vice President at Anheuser-Busch InBev from 2009 to 2011 and Member of the Fiscal Council of Instituto de Previdência Privada da AmBev (Ambev Private Pension Institute) – IAPP from January 2004 to July 2007. He graduated in both Economics and Business Administration from Fundação Armando Álvares Penteado (FAAP) in 1985 and 1986, respectively, and earned a Master’s degree in Business Administration from Universidade de São Paulo (FIA/USP) in 1998.
Ricardo Egydio Setubal	Effective Member	05/13/2024	May 2025
At Itaúsa S.A., Ricardo Setubal has been an Alternate Member of the Board of Directors (executive member) since April 2009, Executive Director Vice President since May 2022 and was Director Vice President from May 2021 to April 2022. He has also been a Member of the Governance and Personnel Committee since May 2021 and of the Audit Committee since August 2022, Acting Co-Coordinator of the Sustainability and Risks Committee since August 2022 and Member since May 2021, Member of the Audit and Risks Council since April 2017, Member of the Capital Markets Council since May 2009 and of the Finance, Investments, and Personnel and Ethics councils since April 2017, Member of the Audit and Risks Council since April 2017 and of the Corporate Governance Council since July 2020, Member of the Sustainability Council since June 2019 and Member of the Investment Policies Committee from August 2008 to May 2010. At Dexco S.A., he has been a Member of the Board of Directors since April 2008 and was Vice Chairman of the Board of Directors from April 2009 to April 2017. He has also been a Member of the Sustainability Committee since April 2018, Member of the Disclosure and Trading Committee since May 2020, and he was a Member of the Personnel, Governance and Nomination Committee from November 2009 to May 2020 and a Member of the Audit and Risk Management Committee from November 2009 to March 2022. At Itautec S.A. – Itautec Group, he was Chairman of the Board of Directors from February 2010 to August 2019, Alternate Member from April 2009 to January 2010 and Effective Member from April 1999 to April 2008. He was also a Member of the Disclosure Committee from September 2010 to August 2019, Executive Director Vice President from April 1999 to January 2010 and Member of the Audit and Risk Management, Strategy, and Personnel and Governance committees from September 2010 to January 2015. At the Brazilian Institute of Corporate Governance (IBGC), he was a Member of the Board of Directors from March 2014 to March 2019, Vice Chairman from March 2016 to March 2018 and Chairman from March 2018 to March 2019. He graduated in Law from Universidade de São Paulo (USP) in 1988 and earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1984 and a specialization (PMD 69) from Harvard University in 1995.
Vicente Furletti Assis	Effective Member	05/13/2024	May 2025
At Itaúsa S.A., Vicente has been a Member of the Board of Directors (independent member) since May 2021, Coordinator of the Strategy and New Business Committee since May 2021, Member of the Governance and Personnel Committee since May 2021 and Member of the Related Parties Committee since August 2021. Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021. Member and Vice Chairman of the Board of Directors and Member of the Personnel and ESG committees of CCR S.A. since September 2022 and Member of the Board of Directors of Randon S.A. Implementos e Participações since April 2002 . He was an Effective Member of the Board of Directors of Liquigás Distribuidora S.A. from May 2021 to December 2022. At McKinsey & Company Inc., he has been an Emeritus Senior Partner since February 2022 and was Senior Partner from 2008 to 2022 and a Leader responsible for the Practice of B2B Companies for Latin America from 2018 to 2021. He was also a Member of the Global Committee of Election of Partners from amongst External Candidates from 2017 to 2022, Member of the Global Committee of Risks Associated with Customer Service from 2016 to 2022, having worked as the partner responsible for the Brazilian Office from 2011 to 2018, Leader responsible for the Practice of Advanced Industries in Latin America from 2012 to 2017, Member of the global task force in charge of improving the firm’s governance from 2015 to 2016, Member of the Global Committee of Partner Assessment from 2009 to 2014, Member of the global task force in charge of reviewing the firm’s values from 2011 to 2012, Leader responsible for the Practice of Operations in Latin America from 2010 to 2012, Partner from 2002 to 2008, Associate Partner and Project Manager and Associate from 1997 to 2002. Member of the Higher Board of Fundação José Luiz Egydio Setubal since February 2023; Member of the Advisory Board of Generation Brasil since 2020; Member of the Board of the São Paulo Art Museum (MASP) since 2015; Member of the Advisory Board of Brazil’s Wharton Alumni Club since 2016. He held many positions, including Head of Deep Waters Equipment Development at Petróleo Brasileiro S.A. (Petrobras) from 1985 to 1997 and Member of the Board of the Brazil-Portugal Chamber of Commerce between 2015 and 2022. He graduated in Civil Engineering from the Universidade Federal de Minas Gerais in 1985, in Petroleum Engineering from Petróleo Brasileiro S.A in 1986 and earned a Master’s degree in Finance from The Wharton School, University of Pennsylvania in 1997.
Rodolfo Villela Marino	Effective Member	05/13/2024	May 2025
At Itaúsa S.A., Rodolfo has been a Member of the Board of Directors (executive member) since May 2011 and was an Alternate Member from April 2009 to May 2011. He has also been Executive Director Vice President since May 2022 and was Director Vice President from May 2015 to April 2022. At Dexco S.A., he has been a Member of the Board of Directors since August 2009, Member of the Personnel, Governance and Nomination Committee since May 2020, Chairman of the Sustainability Committee since May 2019 and a Member since November 2009. He was a Member of the Audit and Risk Management Committee from November 2009 to March 2022 and has been a Member of the Finance Committee since December 2021. At Alpargatas S.A., he has been a Member of the Board of Directors since September 2017, Member of the Strategy and Personnel committees since October 2017 and Member of the Statutory Audit Committee since April 2018. Alternate Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021, having worked as Effective Member from December 2020 to April 2021; Member of the Board of Directors of Aegea Saneamento e Participações S.A. since July 2021; Managing Director of Rudric Ith Participações Ltda. since April 2005. He has also been a Member of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) since May 2019; Member of the Board of Directors of Unibanco Institute since April 2014; Member of the Advisory and Fiscal Council of the PDR Institute since February 2014; Chairman of the Advisory Board of Associação Pró-Dança (Pro Dance Association) since September 2019; Member of the Advisory Board of Sociedade de Cultura Artística (Artistic Culture Company) since June 2020; Member of the Sustainability Committee of the Brazilian Institute of Corporate Governance (IBGC) since August 2019; Member of the Board of Directors of the Institute for Studies of Industrial Development (IEDI) since August 2015; Member of the Governance Board of Todos pela Educação (All for Education) since April 2019; Member of the Fiscal Council of the Yandeh Institute since August 2017; Member of the Advisory Board of the Brazilian Tree Institute (IBÁ) since December 2017; Member of the Young Presidents Organization - YPO/WPO since December 2011; CEO of Associação Comunitária Despertar (Awake Community Association) since April 2020; Member of the Board of Directors of Todavia Livros since March 2018; Member of the Board of Directors of Tempo Livre PTE Ltd (“Cariuma”) since December 2017; Member of the Board and of the Impact Committee of Instituto Alicerce Educação (Education Foundation Institute) since 2021; and Member of the Board of Directors of Livraria Dois Pontos Comércio Eletrônico S.A. since March 2021. He holds a Bachelor’s degree in Business Administration from Escola de Administração de Empresas de São Paulo – EASP/FG – Fundação Getulio Vargas – August 1994 to June 1998. Master’s degree in Economics and Philosophy from the London School of Economics and Political Science (LSE) – September 2001. Master’s degree in Development Studies from the London School of Economics and Political Science (LSE) – September 2002.
Alfredo Egydio Setubal	Member	05/13/2024	May 2025
At Itaúsa, Alfredo has been CEO and Investor Relations Officer S.A. since 2015 and Member of the Board of Directors since 2008 (executive member). He has been Chairman of the Board of Directors of Dexco S.A. since 2021 and a Member since April 2015 and Member of the Board of Directors of Itaú Unibanco since 2007, Alpargatas since 2017 and Copa Energia since 2020. Member of the Superior Committee for Guidance, Nomination and Ethics of the Brazilian Institute of Investor Relations (IBRI) since 2010, having been the Chairman of its Board of Directors from 2000 to 2003. He served as Chairman of the National Association of Investment Banks from 2003 to 2008. He was a Member of the Board of Directors of the Brazilian Association of Listed Companies (ABRASCA) from 1999 to 2017. He is the Chairman of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) - FIEC. He has been the Chairman of the Decision-Making Council of the São Paulo Art Museum (MASP) since 2015, Member of the Board of Directors of Fundação Bienal de São Paulo since 2009 and Member of the Board of Directors of the São Paulo Museum of Modern Art (MAM) and of the Contemporary Art Institute (IAC). He holds Bachelor’s and Postgraduate degrees in Business Administration from Fundação Getulio Vargas (FGV), São Paulo, Brazil, with specialization from INSEAD, Fontainebleau, France.
Raul Calfat	Member	05/13/2024	May 2025
Raul Calfat has been Chairman of the Board of Directors (independent member) of Itaúsa S.A. since May 2024 and Member since May 2023; Permanent Member of the Governance and Personnel Committee and the Sustainability Committee since May 2024; Coordinator of the Audit Committee since May 2023; Member of the Strategy and New Business and Related Parties Committees, since May 2023, which in May 2024 became a Permanent Member. He has been Chairman of the Board of Directors of Aché Laboratórios Farmacêuticos since September 2018, an Independent Member of the Board of Directors of Embraer since April 2017 and he is currently its Vice Chairman, and an Independent Member of China Three Gorges Brasil since January 2021. He was an Independent Member of the Board of Directors of Dexco S.A. from May 2015 to April 2023 and Member of the Board of Hospital Sírio-Libanês from 2015 to 2020. From January 2014 to April 2019, he was the Chairman of the Board of Directors of Votorantim S.A., from December 2009 to December 2018, he was a Member of the Board of Directors of Fibria Celulose S.A., and from January 2010 to December 2013, he served as CEO of Votorantim Industrial and led the cement, ore and mining, pulp, iron and steel, orange juice and energy departments of the Group. Between 2004 and 2010, he was the General Director of the holding company. Before that, between 1995 and 2003, he was the CEO of Votorantim Celulose e Papel (current Fibria) and CEO of Papel Simão from 1987 to 1992, the company where he started his career as trainee in 1973. He was the Chairman of the São Paulo Pulp and Paper Association from 1993 to 1995 and Vice President of the Brazilian Pulp and Paper Association (Bracelpa) from 1996 to 2004. He earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1974 and attended seminars of the International Institute for Management Development (IMD) in Switzerland and in the United States (Harvard, Boston).

Internal Charter of the Governance and Personnel Committee

Sustainability Committee

The Sustainability Committee was created with the objective of conducting the issues discussed in the Sustainability Committee. Among the main assignments of this Committee are:

• Monitoring the Company's ESG strategy, including the activities of the Itaúsa Institute, and recommend actions and initiatives that apply ESG/sustainability intelligence and (a) generate a direct positive impact for Itaúsa, (b) help advance the ESG agenda of the investees, and (c) guide decisions on Itaúsa's new investments; and
• Recommend adjustments to the Company's governance to enhance its ESG strategy.

Member	Position	Date of investiture	Term length
Edson Carlos De Marchi	Coordinator	05/13/2024	May 2025
At Itaúsa, Edson has been a Member of the Board of Directors (non-executive member) since May 2021, having served as an Alternate Member of the Board of Directors from May 2019 to May 2021, Coordinator of the Related Parties Committee since August 2021 and of the Audit Committee since August 2002 and a Member of the Governance and Personnel, and Sustainability and Risks committees since May 2021. At Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência, he has been a Member of the Board of Directors since May 2018, Executive Officer since July 2012, Coordinator of the Ethics Committee since May 2020 and Member since December 2016, Coordinator of the Governance in Data Protection Committee since November 2020, Coordinator of the Finance and Investments Committee since February 2019 and was a Member of the Advisory Committee from December 2004 to August 2012. At AMBEV S.A. he was Health and Benefits Vice President from July 2019 to March 2020, Benefits Officer from January 2015 to June 2019, Corporate Relations Officer from June 2011 to December 2014 and Strategic Planning Manager from May 2000 to December 2003; Global Finance and Excise Tax Vice President at Anheuser-Busch InBev from 2009 to 2011 and Member of the Fiscal Council of Instituto de Previdência Privada da AmBev (Ambev Private Pension Institute) – IAPP from January 2004 to July 2007. He graduated in both Economics and Business Administration from Fundação Armando Álvares Penteado (FAAP) in 1985 and 1986, respectively, and earned a Master’s degree in Business Administration from Universidade de São Paulo (FIA/USP) in 1998.
Ana Lúcia de Mattos Barretto Villela	Effective Member	05/13/2024	May 2025
At Itaúsa, Ana Lúcia has been Vice Chairwoman of the Board of Directors (non-executive member) since 2017, Member of the Sustainability and Risks Committee since May 2021, Member of the Sustainability Council since June 2019, and Member of the Finance Council from May 2017 to August 2018. She has been a Member of the Board of Directors of the Itaú Unibanco Group since 2018 and has held many positions at the Group, including Member of the Board of Directors (1996 to 2001), Member of the Personnel, Nomination and Corporate Governance committees since 2018 and Member of the Environmental, Social and Climate Committee since 2019 (previously called Social Responsibility Committee). She has also been an Alternate Member of the Board of Directors of IUPAR – Itaú Unibanco Participações S.A. since 2018; Vice Chairwoman of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) since 2020; Member of the Advisory Board of Itaú Social since 2017; Member of the Advisory Board of Itaú Cultural since 1995; Member of the Executive Board of Itaú Cultural since 2017; Co-Founder of AlanaLab (Maria Farinha Filmes and Flow) since 2014; Founding Chairwoman of the Alana Foundation since 2012; CEO of the Alana Institute since 2002; Member of the Advisory Board of the Brincante Institute since 2001 and Ashoka Fellow since 2010. Since 2018, she has been the first representative from Latin America on the Innovation Board of XPrize, a non-profit organization set up by Peter Diamandis, who designs and manages global competitions to encourage the development of new technologies that could help solve some of the major challenges of humankind. Mrs. Villela is a Member of the Board of Participant, founded by social entrepreneur Jeff Skoll, which is a leading organization in media and entertainment that inspires and engages its audience towards social change. She has also been a Member of the Stanford Down Syndrome Research Center Advisory Board since January 2022 and of the UCLA Lab School Board of Advisors since May 2022. She was a Member of the Advisory Board of the Akatu Institute (2013 to 2017), Member of the Advisory Board of the Fairplay Organization (2015 to 2017), Member of the Advisory Board of Conectas (2003 to 2018), Member of the Sustainability Committee of Dexco S.A. (2015 to 2018) and Alternate Member of the Board of Directors (2018 to 2020). She holds a Bachelor’s degree in Education with a qualification in School Administration and a Master’s degree in Educational Psychology, both from the Pontifícia Universidade Católica de São Paulo (PUC-SP), São Paulo, Brazil. She also took a graduate course in Business Administration at Fundação Armando Álvares Penteado (FAAP), São Paulo, Brazil (incomplete) and a postgraduate course in Third Sector Administration at Fundação Getulio Vargas (FGV), São Paulo Brazil (incomplete).
Marcelo de Camargo Furtado	Effective Member	05/13/2024	May 2025
Marcelo is a chemical engineer with a master's degree in renewable energy. He has already worked at the NGO Greenpeace, where he worked for 24 years in international positions and as executive director of the organization in Brazil. He is on the board of Natura Finance – an international non-governmental organization that works to align global finance. He is currently chairman of the board of the WRI (World Resources Institute) Brazil, a global research institute that works on the climate cause. He is a member of the Sustainability Committee at Dexco S.A. and also at Marfrig. At Itaúsa S.A., he came to lead Instituto Itaúsa and consolidate our ESG strategy, as Head of Sustainability.
Ricardo Egydio Setubal	Effective Member	05/13/2024	May 2025
At Itaúsa S.A., Ricardo Setubal has been an Alternate Member of the Board of Directors (executive member) since April 2009, Executive Director Vice President since May 2022 and was Director Vice President from May 2021 to April 2022. He has also been a Member of the Governance and Personnel Committee since May 2021 and of the Audit Committee since August 2022, Acting Co-Coordinator of the Sustainability and Risks Committee since August 2022 and Member since May 2021, Member of the Audit and Risks Council since April 2017, Member of the Capital Markets Council since May 2009 and of the Finance, Investments, and Personnel and Ethics councils since April 2017, Member of the Audit and Risks Council since April 2017 and of the Corporate Governance Council since July 2020, Member of the Sustainability Council since June 2019 and Member of the Investment Policies Committee from August 2008 to May 2010. At Dexco S.A., he has been a Member of the Board of Directors since April 2008 and was Vice Chairman of the Board of Directors from April 2009 to April 2017. He has also been a Member of the Sustainability Committee since April 2018, Member of the Disclosure and Trading Committee since May 2020, and he was a Member of the Personnel, Governance and Nomination Committee from November 2009 to May 2020 and a Member of the Audit and Risk Management Committee from November 2009 to March 2022. At Itautec S.A. – Itautec Group, he was Chairman of the Board of Directors from February 2010 to August 2019, Alternate Member from April 2009 to January 2010 and Effective Member from April 1999 to April 2008. He was also a Member of the Disclosure Committee from September 2010 to August 2019, Executive Director Vice President from April 1999 to January 2010 and Member of the Audit and Risk Management, Strategy, and Personnel and Governance committees from September 2010 to January 2015. At the Brazilian Institute of Corporate Governance (IBGC), he was a Member of the Board of Directors from March 2014 to March 2019, Vice Chairman from March 2016 to March 2018 and Chairman from March 2018 to March 2019. He graduated in Law from Universidade de São Paulo (USP) in 1988 and earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1984 and a specialization (PMD 69) from Harvard University in 1995.
Rodolfo Villela Marino	Effective Member	05/13/2024	May 2025
At Itaúsa S.A., Rodolfo has been a Member of the Board of Directors (executive member) since May 2011 and was an Alternate Member from April 2009 to May 2011. He has also been Executive Director Vice President since May 2022 and was Director Vice President from May 2015 to April 2022. At Dexco S.A., he has been a Member of the Board of Directors since August 2009, Member of the Personnel, Governance and Nomination Committee since May 2020, Chairman of the Sustainability Committee since May 2019 and a Member since November 2009. He was a Member of the Audit and Risk Management Committee from November 2009 to March 2022 and has been a Member of the Finance Committee since December 2021. At Alpargatas S.A., he has been a Member of the Board of Directors since September 2017, Member of the Strategy and Personnel committees since October 2017 and Member of the Statutory Audit Committee since April 2018. Alternate Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021, having worked as Effective Member from December 2020 to April 2021; Member of the Board of Directors of Aegea Saneamento e Participações S.A. since July 2021; Managing Director of Rudric Ith Participações Ltda. since April 2005. He has also been a Member of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) since May 2019; Member of the Board of Directors of Unibanco Institute since April 2014; Member of the Advisory and Fiscal Council of the PDR Institute since February 2014; Chairman of the Advisory Board of Associação Pró-Dança (Pro Dance Association) since September 2019; Member of the Advisory Board of Sociedade de Cultura Artística (Artistic Culture Company) since June 2020; Member of the Sustainability Committee of the Brazilian Institute of Corporate Governance (IBGC) since August 2019; Member of the Board of Directors of the Institute for Studies of Industrial Development (IEDI) since August 2015; Member of the Governance Board of Todos pela Educação (All for Education) since April 2019; Member of the Fiscal Council of the Yandeh Institute since August 2017; Member of the Advisory Board of the Brazilian Tree Institute (IBÁ) since December 2017; Member of the Young Presidents Organization - YPO/WPO since December 2011; CEO of Associação Comunitária Despertar (Awake Community Association) since April 2020; Member of the Board of Directors of Todavia Livros since March 2018; Member of the Board of Directors of Tempo Livre PTE Ltd (“Cariuma”) since December 2017; Member of the Board and of the Impact Committee of Instituto Alicerce Educação (Education Foundation Institute) since 2021; and Member of the Board of Directors of Livraria Dois Pontos Comércio Eletrônico S.A. since March 2021. He holds a Bachelor’s degree in Business Administration from Escola de Administração de Empresas de São Paulo – EASP/FG – Fundação Getulio Vargas – August 1994 to June 1998. Master’s degree in Economics and Philosophy from the London School of Economics and Political Science (LSE) – September 2001. Master’s degree in Development Studies from the London School of Economics and Political Science (LSE) – September 2002.
Alfredo Egydio Setubal	Member	05/13/2024	May 2025
At Itaúsa, Alfredo has been CEO and Investor Relations Officer S.A. since 2015 and Member of the Board of Directors since 2008 (executive member). He has been Chairman of the Board of Directors of Dexco S.A. since 2021 and a Member since April 2015 and Member of the Board of Directors of Itaú Unibanco since 2007, Alpargatas since 2017 and Copa Energia since 2020. Member of the Superior Committee for Guidance, Nomination and Ethics of the Brazilian Institute of Investor Relations (IBRI) since 2010, having been the Chairman of its Board of Directors from 2000 to 2003. He served as Chairman of the National Association of Investment Banks from 2003 to 2008. He was a Member of the Board of Directors of the Brazilian Association of Listed Companies (ABRASCA) from 1999 to 2017. He is the Chairman of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) - FIEC. He has been the Chairman of the Decision-Making Council of the São Paulo Art Museum (MASP) since 2015, Member of the Board of Directors of Fundação Bienal de São Paulo since 2009 and Member of the Board of Directors of the São Paulo Museum of Modern Art (MAM) and of the Contemporary Art Institute (IAC). He holds Bachelor’s and Postgraduate degrees in Business Administration from Fundação Getulio Vargas (FGV), São Paulo, Brazil, with specialization from INSEAD, Fontainebleau, France.
Raul Calfat	Member	05/13/2024	May 2025
Raul Calfat has been Chairman of the Board of Directors (independent member) of Itaúsa S.A. since May 2024 and Member since May 2023; Permanent Member of the Governance and Personnel Committee and the Sustainability Committee since May 2024; Coordinator of the Audit Committee since May 2023; Member of the Strategy and New Business and Related Parties Committees, since May 2023, which in May 2024 became a Permanent Member. He has been Chairman of the Board of Directors of Aché Laboratórios Farmacêuticos since September 2018, an Independent Member of the Board of Directors of Embraer since April 2017 and he is currently its Vice Chairman, and an Independent Member of China Three Gorges Brasil since January 2021. He was an Independent Member of the Board of Directors of Dexco S.A. from May 2015 to April 2023 and Member of the Board of Hospital Sírio-Libanês from 2015 to 2020. From January 2014 to April 2019, he was the Chairman of the Board of Directors of Votorantim S.A., from December 2009 to December 2018, he was a Member of the Board of Directors of Fibria Celulose S.A., and from January 2010 to December 2013, he served as CEO of Votorantim Industrial and led the cement, ore and mining, pulp, iron and steel, orange juice and energy departments of the Group. Between 2004 and 2010, he was the General Director of the holding company. Before that, between 1995 and 2003, he was the CEO of Votorantim Celulose e Papel (current Fibria) and CEO of Papel Simão from 1987 to 1992, the company where he started his career as trainee in 1973. He was the Chairman of the São Paulo Pulp and Paper Association from 1993 to 1995 and Vice President of the Brazilian Pulp and Paper Association (Bracelpa) from 1996 to 2004. He earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1974 and attended seminars of the International Institute for Management Development (IMD) in Switzerland and in the United States (Harvard, Boston).

Internal Charter of the Sustainability Committee

Strategy and New Businesses Committee

The Strategy and New Businesses Committee was created to address issues discussed in the Investment Committee, in addition to monitoring and discussing the capital allocation strategy. The main assignments of this Committee are:

• Capital allocation strategy (new investments)
• Strategic portfolio management
• Share Buyback to be kept in treasury

Member	Position	Date of investiture	Term length
Vicente Furletti Assis	Coordinator	05/13/2024	May 2025
At Itaúsa S.A., Vicente has been a Member of the Board of Directors (independent member) since May 2021, Coordinator of the Strategy and New Business Committee since May 2021, Member of the Governance and Personnel Committee since May 2021 and Member of the Related Parties Committee since August 2021. Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021. Member and Vice Chairman of the Board of Directors and Member of the Personnel and ESG committees of CCR S.A. since September 2022 and Member of the Board of Directors of Randon S.A. Implementos e Participações since April 2002 . He was an Effective Member of the Board of Directors of Liquigás Distribuidora S.A. from May 2021 to December 2022. At McKinsey & Company Inc., he has been an Emeritus Senior Partner since February 2022 and was Senior Partner from 2008 to 2022 and a Leader responsible for the Practice of B2B Companies for Latin America from 2018 to 2021. He was also a Member of the Global Committee of Election of Partners from amongst External Candidates from 2017 to 2022, Member of the Global Committee of Risks Associated with Customer Service from 2016 to 2022, having worked as the partner responsible for the Brazilian Office from 2011 to 2018, Leader responsible for the Practice of Advanced Industries in Latin America from 2012 to 2017, Member of the global task force in charge of improving the firm’s governance from 2015 to 2016, Member of the Global Committee of Partner Assessment from 2009 to 2014, Member of the global task force in charge of reviewing the firm’s values from 2011 to 2012, Leader responsible for the Practice of Operations in Latin America from 2010 to 2012, Partner from 2002 to 2008, Associate Partner and Project Manager and Associate from 1997 to 2002. Member of the Higher Board of Fundação José Luiz Egydio Setubal since February 2023; Member of the Advisory Board of Generation Brasil since 2020; Member of the Board of the São Paulo Art Museum (MASP) since 2015; Member of the Advisory Board of Brazil’s Wharton Alumni Club since 2016. He held many positions, including Head of Deep Waters Equipment Development at Petróleo Brasileiro S.A. (Petrobras) from 1985 to 1997 and Member of the Board of the Brazil-Portugal Chamber of Commerce between 2015 and 2022. He graduated in Civil Engineering from the Universidade Federal de Minas Gerais in 1985, in Petroleum Engineering from Petróleo Brasileiro S.A in 1986 and earned a Master’s degree in Finance from The Wharton School, University of Pennsylvania in 1997.
Patrícia de Moraes	Effective Member	05/13/2024	May 2025
At Itaúsa S.A., Patrícia has been a Member of the Board of Directors (independent member), Coordinator of the Governance and Personnel Committee and Member of the Strategy and New Business Committee since May 2021, and a Member of the Related Parties Committee since August 2021 and of the Audit Committee since August 2022. She is a Founding Partner, Supervisor and Member of the Investment Committee of Unbox Capital, an investment company that supports the growth of companies by establishing partnerships with entrepreneurs and asset managers. She has more than 20 years of experience in Investment Banking, having worked in the Mergers & Acquisitions team of J.P. Morgan in New York and São Paulo. She was Head of Investment Banking and Corporate Banking at J.P. Morgan in Brazil, responsible for all relationships and transactions with Brazilian and multinational companies. During her career, she provided advisory services to companies in strategic transactions of mergers, acquisitions and divestments and in capitalizations through debt surveys and IPOs. She is the Officer of the Mulheres do Brasil (Women of Brazil) Group and was nominated twice for the “Mulheres de Valor” (Valuable Women) award of the Valor newspaper. She serves on the Council of the Program for Finance Studies of the Columbia Business School and on the Columbia University Council in Brazil. She holds a Bachelor’s degree in Economics from Pontíficia Universidade Católica do Rio de Janeiro, Brazil, and an MBA from Columbia Business School (class of 1995).
Ricardo Villela Marino	Effective Member	05/13/2024	May 2025
At Itaúsa S.A., he has been an Alternate Member of the Board of Directors (non-executive member) since April 2011, Member of the Strategy and New Business Committee since May 2021, Member of the Sustainability Council since June 2019 and was a Member of the Investment Policies Committee from 2008 to 2011. At the Itaú Unibanco Group, he has been Vice Chairman of the Board of Directors since 2020, having also served as a Member of the Board of Directors (2008 to 2020) and Chairman of the bank’s Latin America Strategic Council since 2018. He has held several positions at the Itaú Unibanco Group since 2002, including Vice President (2010 to 2018). He was an Alternate Member of the Board of Directors of Dexco S.A. from 2009 to 2018. He was an Alternate Member of the Board of Directors of Itautec S.A. – Itautec Group from 2009 to 2019 and Alternate Member of the Board of Directors of Elekeiroz S.A. from 2009 to 2018. He holds a Bachelor’s degree in Mechanical Engineering from the Escola Politécnica da Universidade de São Paulo (USP), São Paulo, Brazil, and a Master’s degree in Business Administration from the MIT Sloan School of Management, Cambridge, Massachusetts, United States.
Roberto Egydio Setubal	Effective Member	05/13/2024	May 2025
Roberto has been a member of the Board of Directors (non-executive member) of Itaúsa S.A. since May 2021 and he is also the Vice President. He has been the Co-Chairman of the Board of Directors of Itaú Unibanco Holding S.A. since 2017. He started his career at Banco Itaú in 1980 and held different positions before he was appointed in 1994 as the CEO of the institution and was in office until April 2008 when he became the CEO of Itaú Unibanco and was in office until 2017. He is also a Member of the Board of CCR, of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) and of Centro de Lideranças Públicas (Center of Public Leaderships) – CLP. Between 1994 and 2020, he was a member of the International Monetary Conference, of which he was the Chairman in 2015. From 1997 to 2000, he was the Chairman of the Brazilian Federation of Bank Associations (FEBRABAN) and from 2011 to 2017, he was the Chairman of the Board of this institution. He was a member of the Board of Directors of the Institute of International Finance (IIF), having served as Vice Chairman from 2003 to 2014. Between 2002 and 2008, he was a Member of the International Advisory Committee of the Federal Reserve Bank of New York. In 2011, he was named Banker of the Year by Euromoney magazine. He was a Member of the Board of Directors of Petrobras between 2000 and 2002 and a Member of the Board of Directors of Shell between 2017 and 2020. He holds a Bachelor’s degree in Production Engineering from Escola Politécnica da Universidade de São Paulo (USP), São Paulo, Brazil, and a Master’s degree in Science Engineering from Stanford University, California, United States.
Rodolfo Villela Marino	Effective Member	05/13/2024	May 2025
At Itaúsa S.A., Rodolfo has been a Member of the Board of Directors (executive member) since May 2011 and was an Alternate Member from April 2009 to May 2011. He has also been Executive Director Vice President since May 2022 and was Director Vice President from May 2015 to April 2022. At Dexco S.A., he has been a Member of the Board of Directors since August 2009, Member of the Personnel, Governance and Nomination Committee since May 2020, Chairman of the Sustainability Committee since May 2019 and a Member since November 2009. He was a Member of the Audit and Risk Management Committee from November 2009 to March 2022 and has been a Member of the Finance Committee since December 2021. At Alpargatas S.A., he has been a Member of the Board of Directors since September 2017, Member of the Strategy and Personnel committees since October 2017 and Member of the Statutory Audit Committee since April 2018. Alternate Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021, having worked as Effective Member from December 2020 to April 2021; Member of the Board of Directors of Aegea Saneamento e Participações S.A. since July 2021; Managing Director of Rudric Ith Participações Ltda. since April 2005. He has also been a Member of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) since May 2019; Member of the Board of Directors of Unibanco Institute since April 2014; Member of the Advisory and Fiscal Council of the PDR Institute since February 2014; Chairman of the Advisory Board of Associação Pró-Dança (Pro Dance Association) since September 2019; Member of the Advisory Board of Sociedade de Cultura Artística (Artistic Culture Company) since June 2020; Member of the Sustainability Committee of the Brazilian Institute of Corporate Governance (IBGC) since August 2019; Member of the Board of Directors of the Institute for Studies of Industrial Development (IEDI) since August 2015; Member of the Governance Board of Todos pela Educação (All for Education) since April 2019; Member of the Fiscal Council of the Yandeh Institute since August 2017; Member of the Advisory Board of the Brazilian Tree Institute (IBÁ) since December 2017; Member of the Young Presidents Organization - YPO/WPO since December 2011; CEO of Associação Comunitária Despertar (Awake Community Association) since April 2020; Member of the Board of Directors of Todavia Livros since March 2018; Member of the Board of Directors of Tempo Livre PTE Ltd (“Cariuma”) since December 2017; Member of the Board and of the Impact Committee of Instituto Alicerce Educação (Education Foundation Institute) since 2021; and Member of the Board of Directors of Livraria Dois Pontos Comércio Eletrônico S.A. since March 2021. He holds a Bachelor’s degree in Business Administration from Escola de Administração de Empresas de São Paulo – EASP/FG – Fundação Getulio Vargas – August 1994 to June 1998. Master’s degree in Economics and Philosophy from the London School of Economics and Political Science (LSE) – September 2001. Master’s degree in Development Studies from the London School of Economics and Political Science (LSE) – September 2002.
Alfredo Egydio Setubal	Member	05/13/2024	May 2025
At Itaúsa, Alfredo has been CEO and Investor Relations Officer S.A. since 2015 and Member of the Board of Directors since 2008 (executive member). He has been Chairman of the Board of Directors of Dexco S.A. since 2021 and a Member since April 2015 and Member of the Board of Directors of Itaú Unibanco since 2007, Alpargatas since 2017 and Copa Energia since 2020. Member of the Superior Committee for Guidance, Nomination and Ethics of the Brazilian Institute of Investor Relations (IBRI) since 2010, having been the Chairman of its Board of Directors from 2000 to 2003. He served as Chairman of the National Association of Investment Banks from 2003 to 2008. He was a Member of the Board of Directors of the Brazilian Association of Listed Companies (ABRASCA) from 1999 to 2017. He is the Chairman of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) - FIEC. He has been the Chairman of the Decision-Making Council of the São Paulo Art Museum (MASP) since 2015, Member of the Board of Directors of Fundação Bienal de São Paulo since 2009 and Member of the Board of Directors of the São Paulo Museum of Modern Art (MAM) and of the Contemporary Art Institute (IAC). He holds Bachelor’s and Postgraduate degrees in Business Administration from Fundação Getulio Vargas (FGV), São Paulo, Brazil, with specialization from INSEAD, Fontainebleau, France.
Raul Calfat	Member	05/13/2024	May 2025
Raul Calfat has been Chairman of the Board of Directors (independent member) of Itaúsa S.A. since May 2024 and Member since May 2023; Permanent Member of the Governance and Personnel Committee and the Sustainability Committee since May 2024; Coordinator of the Audit Committee since May 2023; Member of the Strategy and New Business and Related Parties Committees, since May 2023, which in May 2024 became a Permanent Member. He has been Chairman of the Board of Directors of Aché Laboratórios Farmacêuticos since September 2018, an Independent Member of the Board of Directors of Embraer since April 2017 and he is currently its Vice Chairman, and an Independent Member of China Three Gorges Brasil since January 2021. He was an Independent Member of the Board of Directors of Dexco S.A. from May 2015 to April 2023 and Member of the Board of Hospital Sírio-Libanês from 2015 to 2020. From January 2014 to April 2019, he was the Chairman of the Board of Directors of Votorantim S.A., from December 2009 to December 2018, he was a Member of the Board of Directors of Fibria Celulose S.A., and from January 2010 to December 2013, he served as CEO of Votorantim Industrial and led the cement, ore and mining, pulp, iron and steel, orange juice and energy departments of the Group. Between 2004 and 2010, he was the General Director of the holding company. Before that, between 1995 and 2003, he was the CEO of Votorantim Celulose e Papel (current Fibria) and CEO of Papel Simão from 1987 to 1992, the company where he started his career as trainee in 1973. He was the Chairman of the São Paulo Pulp and Paper Association from 1993 to 1995 and Vice President of the Brazilian Pulp and Paper Association (Bracelpa) from 1996 to 2004. He earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1974 and attended seminars of the International Institute for Management Development (IMD) in Switzerland and in the United States (Harvard, Boston).

Internal Charter of the Strategy and New Business Committee

Related-Party Committee

The Related-Party Committee was created with de objective of assessing and resolving in advance the feasibility of Related-Party Transactions according to the criteria set forth in the Company’s Transactions with Related Parties Policy.

Member	Position	Date of investiture	Term length
Edson Carlos De Marchi	Coordinator	05/13/2024	May 2025
At Itaúsa, Edson has been a Member of the Board of Directors (non-executive member) since May 2021, having served as an Alternate Member of the Board of Directors from May 2019 to May 2021, Coordinator of the Related Parties Committee since August 2021 and of the Audit Committee since August 2002 and a Member of the Governance and Personnel, and Sustainability and Risks committees since May 2021. At Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência, he has been a Member of the Board of Directors since May 2018, Executive Officer since July 2012, Coordinator of the Ethics Committee since May 2020 and Member since December 2016, Coordinator of the Governance in Data Protection Committee since November 2020, Coordinator of the Finance and Investments Committee since February 2019 and was a Member of the Advisory Committee from December 2004 to August 2012. At AMBEV S.A. he was Health and Benefits Vice President from July 2019 to March 2020, Benefits Officer from January 2015 to June 2019, Corporate Relations Officer from June 2011 to December 2014 and Strategic Planning Manager from May 2000 to December 2003; Global Finance and Excise Tax Vice President at Anheuser-Busch InBev from 2009 to 2011 and Member of the Fiscal Council of Instituto de Previdência Privada da AmBev (Ambev Private Pension Institute) – IAPP from January 2004 to July 2007. He graduated in both Economics and Business Administration from Fundação Armando Álvares Penteado (FAAP) in 1985 and 1986, respectively, and earned a Master’s degree in Business Administration from Universidade de São Paulo (FIA/USP) in 1998.
Patrícia de Moraes	Effective Member	05/13/2024	May 2025
At Itaúsa S.A., Patrícia has been a Member of the Board of Directors (independent member), Coordinator of the Governance and Personnel Committee and Member of the Strategy and New Business Committee since May 2021, and a Member of the Related Parties Committee since August 2021 and of the Audit Committee since August 2022. She is a Founding Partner, Supervisor and Member of the Investment Committee of Unbox Capital, an investment company that supports the growth of companies by establishing partnerships with entrepreneurs and asset managers. She has more than 20 years of experience in Investment Banking, having worked in the Mergers & Acquisitions team of J.P. Morgan in New York and São Paulo. She was Head of Investment Banking and Corporate Banking at J.P. Morgan in Brazil, responsible for all relationships and transactions with Brazilian and multinational companies. During her career, she provided advisory services to companies in strategic transactions of mergers, acquisitions and divestments and in capitalizations through debt surveys and IPOs. She is the Officer of the Mulheres do Brasil (Women of Brazil) Group and was nominated twice for the “Mulheres de Valor” (Valuable Women) award of the Valor newspaper. She serves on the Council of the Program for Finance Studies of the Columbia Business School and on the Columbia University Council in Brazil. She holds a Bachelor’s degree in Economics from Pontíficia Universidade Católica do Rio de Janeiro, Brazil, and an MBA from Columbia Business School (class of 1995).
Vicente Furletti Assis	Effective Member	05/13/2024	May 2025
At Itaúsa S.A., Vicente has been a Member of the Board of Directors (independent member) since May 2021, Coordinator of the Strategy and New Business Committee since May 2021, Member of the Governance and Personnel Committee since May 2021 and Member of the Related Parties Committee since August 2021. Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021. Member and Vice Chairman of the Board of Directors and Member of the Personnel and ESG committees of CCR S.A. since September 2022 and Member of the Board of Directors of Randon S.A. Implementos e Participações since April 2002 . He was an Effective Member of the Board of Directors of Liquigás Distribuidora S.A. from May 2021 to December 2022. At McKinsey & Company Inc., he has been an Emeritus Senior Partner since February 2022 and was Senior Partner from 2008 to 2022 and a Leader responsible for the Practice of B2B Companies for Latin America from 2018 to 2021. He was also a Member of the Global Committee of Election of Partners from amongst External Candidates from 2017 to 2022, Member of the Global Committee of Risks Associated with Customer Service from 2016 to 2022, having worked as the partner responsible for the Brazilian Office from 2011 to 2018, Leader responsible for the Practice of Advanced Industries in Latin America from 2012 to 2017, Member of the global task force in charge of improving the firm’s governance from 2015 to 2016, Member of the Global Committee of Partner Assessment from 2009 to 2014, Member of the global task force in charge of reviewing the firm’s values from 2011 to 2012, Leader responsible for the Practice of Operations in Latin America from 2010 to 2012, Partner from 2002 to 2008, Associate Partner and Project Manager and Associate from 1997 to 2002. Member of the Higher Board of Fundação José Luiz Egydio Setubal since February 2023; Member of the Advisory Board of Generation Brasil since 2020; Member of the Board of the São Paulo Art Museum (MASP) since 2015; Member of the Advisory Board of Brazil’s Wharton Alumni Club since 2016. He held many positions, including Head of Deep Waters Equipment Development at Petróleo Brasileiro S.A. (Petrobras) from 1985 to 1997 and Member of the Board of the Brazil-Portugal Chamber of Commerce between 2015 and 2022. He graduated in Civil Engineering from the Universidade Federal de Minas Gerais in 1985, in Petroleum Engineering from Petróleo Brasileiro S.A in 1986 and earned a Master’s degree in Finance from The Wharton School, University of Pennsylvania in 1997.
Raul Calfat	Member	05/13/2024	May 2025
Raul Calfat has been Chairman of the Board of Directors (independent member) of Itaúsa S.A. since May 2024 and Member since May 2023; Permanent Member of the Governance and Personnel Committee and the Sustainability Committee since May 2024; Coordinator of the Audit Committee since May 2023; Member of the Strategy and New Business and Related Parties Committees, since May 2023, which in May 2024 became a Permanent Member. He has been Chairman of the Board of Directors of Aché Laboratórios Farmacêuticos since September 2018, an Independent Member of the Board of Directors of Embraer since April 2017 and he is currently its Vice Chairman, and an Independent Member of China Three Gorges Brasil since January 2021. He was an Independent Member of the Board of Directors of Dexco S.A. from May 2015 to April 2023 and Member of the Board of Hospital Sírio-Libanês from 2015 to 2020. From January 2014 to April 2019, he was the Chairman of the Board of Directors of Votorantim S.A., from December 2009 to December 2018, he was a Member of the Board of Directors of Fibria Celulose S.A., and from January 2010 to December 2013, he served as CEO of Votorantim Industrial and led the cement, ore and mining, pulp, iron and steel, orange juice and energy departments of the Group. Between 2004 and 2010, he was the General Director of the holding company. Before that, between 1995 and 2003, he was the CEO of Votorantim Celulose e Papel (current Fibria) and CEO of Papel Simão from 1987 to 1992, the company where he started his career as trainee in 1973. He was the Chairman of the São Paulo Pulp and Paper Association from 1993 to 1995 and Vice President of the Brazilian Pulp and Paper Association (Bracelpa) from 1996 to 2004. He earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1974 and attended seminars of the International Institute for Management Development (IMD) in Switzerland and in the United States (Harvard, Boston).

Internal Charter of the Related Parties Committee

Audit Committee

The Audit Committee was created with the objective of strengthening Itaúsa's governance and addressing specific issues related to the topic within the scope of the Board of Directors.

Member	Position	Date of investiture	Term length
Raul Calfat	Coordinator	05/13/2024	May 2025
Raul Calfat has been Chairman of the Board of Directors (independent member) of Itaúsa S.A. since May 2024 and Member since May 2023; Permanent Member of the Governance and Personnel Committee and the Sustainability Committee since May 2024; Coordinator of the Audit Committee since May 2023; Member of the Strategy and New Business and Related Parties Committees, since May 2023, which in May 2024 became a Permanent Member. He has been Chairman of the Board of Directors of Aché Laboratórios Farmacêuticos since September 2018, an Independent Member of the Board of Directors of Embraer since April 2017 and he is currently its Vice Chairman, and an Independent Member of China Three Gorges Brasil since January 2021. He was an Independent Member of the Board of Directors of Dexco S.A. from May 2015 to April 2023 and Member of the Board of Hospital Sírio-Libanês from 2015 to 2020. From January 2014 to April 2019, he was the Chairman of the Board of Directors of Votorantim S.A., from December 2009 to December 2018, he was a Member of the Board of Directors of Fibria Celulose S.A., and from January 2010 to December 2013, he served as CEO of Votorantim Industrial and led the cement, ore and mining, pulp, iron and steel, orange juice and energy departments of the Group. Between 2004 and 2010, he was the General Director of the holding company. Before that, between 1995 and 2003, he was the CEO of Votorantim Celulose e Papel (current Fibria) and CEO of Papel Simão from 1987 to 1992, the company where he started his career as trainee in 1973. He was the Chairman of the São Paulo Pulp and Paper Association from 1993 to 1995 and Vice President of the Brazilian Pulp and Paper Association (Bracelpa) from 1996 to 2004. He earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1974 and attended seminars of the International Institute for Management Development (IMD) in Switzerland and in the United States (Harvard, Boston).
Marco Antonio Antunes	Effective Member	05/13/2024	May 2025
Marco has been a Member of the Audit Committee of Itaúsa S.A. since May 2023 and has more than 38 years of experience in finance at financial institutions. He has been a Member of the Board of Directors of Banco BMG since November 2021, having served as Vice President of Risks and Finance from January 2020 to March 2022 and as CEO from September 2017 to December 2019. At Itaú Unibanco Holding S.A., Mr. Antunes was Accounting Officer from July 1999 to May 2012 and at Banco Itaú S.A., he was Superintendent of Managerial Information from May 1997 to June 1999, Manager of Costs and Budgets from January 1992 to April 1997, Supervisor from February 1989 to March 1992 and Analyst from May 1984 to January 1989. He was also a Metallurgical Engineer at Phoenix do Brasil Ltda. from January 1983 to May 1984. He holds a Bachelor’s degree in Metallurgical Engineering from Universidade Presbiteriana Mackenzie and has a specialization degree in Finance and Accounting from Universidade de São Paulo.
Isabel Cristina Lopes	Effective Member - Specialist	05/13/2024	May 2025
Isabel has been a Specialist Member of the Audit Committee of Itaúsa S.A. since May 2023. She was a Member of the Supervisory Council of Dexco S.A. from April 2022 to April 2023. Mrs. Lopes has been a Statutory Member of the Audit Committee of Banco Original since September 2019. She has been a Professor and Advisor at FIPECAFI since May 2017 and also Professor and Advisor at FBM Educação. She has been an Officer at BIP Brasil - Financial Services since July 2016. She holds a Postgraduate degree in Controllership and Accounting from FEA-USP, a Masters degree from FECAP and an Executive MBA degree in Managing in The Global Economy from the Business School of São Paulo and the University of Toronto. She also holds a Postgraduate degree in Financial and Accounting Administration and a Bachelor’s degree in Economics from FAAP.

Internal Charter of Audit Committee

Board of Officers

The Board of Officers may be composed of three to ten members, with this number of members fixed and the members elected by the Board of Directors within ten business days from the date the General Stockholders’ Meeting electing the Board.

Members of the Board of Directors may be appointed to compose up to one-third of the Board of Officers's positions. However, in line with good corporate governance practices, the positions of Chairman of the Board of Directors and Chief Executive Officer (or the company’s main executive) may not be concurrently held by the same person. Bylaws also set forth that no officers aged over 70 will be elected.

Member	Position	Date of investiture	Term length
Alfredo Egydio Setubal	CEO and Investor Relations Officer	05/13/2024	May 2025
At Itaúsa, Alfredo has been CEO and Investor Relations Officer S.A. since 2015 and Member of the Board of Directors since 2008 (executive member). He has been Chairman of the Board of Directors of Dexco S.A. since 2021 and a Member since April 2015 and Member of the Board of Directors of Itaú Unibanco since 2007, Alpargatas since 2017 and Copa Energia since 2020. Member of the Superior Committee for Guidance, Nomination and Ethics of the Brazilian Institute of Investor Relations (IBRI) since 2010, having been the Chairman of its Board of Directors from 2000 to 2003. He served as Chairman of the National Association of Investment Banks from 2003 to 2008. He was a Member of the Board of Directors of the Brazilian Association of Listed Companies (ABRASCA) from 1999 to 2017. He is the Chairman of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) - FIEC. He has been the Chairman of the Decision-Making Council of the São Paulo Art Museum (MASP) since 2015, Member of the Board of Directors of Fundação Bienal de São Paulo since 2009 and Member of the Board of Directors of the São Paulo Museum of Modern Art (MAM) and of the Contemporary Art Institute (IAC). He holds Bachelor’s and Postgraduate degrees in Business Administration from Fundação Getulio Vargas (FGV), São Paulo, Brazil, with specialization from INSEAD, Fontainebleau, France.
Alfredo Egydio Arruda Villela Filho	Executive Vice President	05/13/2024	May 2025
At Itaúsa S.A., Alfredo Egydio Villela has been Executive Director Vice President since May 2022, having been Director Vice President from February 2018 to April 2022. He was a Member of the Board of Directors from August 1995 to April 2017, having been Chairman from May 2015 to April 2017 and Vice Chairman from May 2011 to May 2015. He was CEO from September 2009 to May 2015, Chairman of the Disclosure and Trading Committee from April 2005 to May 2015 and Chairman of the Investment Policies Committee and Member of the Accounting Policies Committee from August 2008 to April 2011. He has been a Member of the Board of Directors of Dexco S.A. since 1996 and Vice Chairman of the Board of Directors since August 2008. He has been a Member of the IT and Digital Innovation Committee since May 2017 and a Member of the Personnel, Corporate Governance and Nomination Committee since November 2009. At Itaú Unibanco Holding S.A., he was Vice Chairman of the Board of Directors from March 2003 to April 2017, Member of the Disclosure and Trading Committee from May 2005 to July 2015, Member of the Nomination and Corporate Governance Committee from June 2009 to April 2017, Member of the Compensation Committee from February 2011 to May 2017 and Member of the Accounting Policies Committee from May 2008 to April 2009. He has been an Officer at the Alana Institute since February 1998, at Alpe Intermediações de Negócios S.A. since August 2017 and at Yandeh S/A since December 2016. At Itautec S.A. – Itautec Group, he served as a Member of the Board of Directors from April 1997 to April 2017, having been its Vice Chairman from January 2010 to April 2017, Chairman from April 2009 to January 2010 and Vice Chairman from April 1997 to April 2009. At Elekeiroz S.A., he was a Member of the Board of Directors from April 2004 to April 2010, having been its Chairman from April 2009 to November 2009 and Vice Chairman from April 2004 to April 2009 and from November 2009 to April 2010. Bachelor’s degree in Mechanical Engineering from the Mauá Engineering School of the Instituto Mauá de Tecnologia in 1992 and Postgraduate degree in Business Administration from Fundação Getulio Vargas.
Ricardo Egydio Setubal	Executive Vice President	05/13/2024	May 2025
At Itaúsa S.A., Ricardo Setubal has been an Alternate Member of the Board of Directors (executive member) since April 2009, Executive Director Vice President since May 2022 and was Director Vice President from May 2021 to April 2022. He has also been a Member of the Governance and Personnel Committee since May 2021 and of the Audit Committee since August 2022, Acting Co-Coordinator of the Sustainability and Risks Committee since August 2022 and Member since May 2021, Member of the Audit and Risks Council since April 2017, Member of the Capital Markets Council since May 2009 and of the Finance, Investments, and Personnel and Ethics councils since April 2017, Member of the Audit and Risks Council since April 2017 and of the Corporate Governance Council since July 2020, Member of the Sustainability Council since June 2019 and Member of the Investment Policies Committee from August 2008 to May 2010. At Dexco S.A., he has been a Member of the Board of Directors since April 2008 and was Vice Chairman of the Board of Directors from April 2009 to April 2017. He has also been a Member of the Sustainability Committee since April 2018, Member of the Disclosure and Trading Committee since May 2020, and he was a Member of the Personnel, Governance and Nomination Committee from November 2009 to May 2020 and a Member of the Audit and Risk Management Committee from November 2009 to March 2022. At Itautec S.A. – Itautec Group, he was Chairman of the Board of Directors from February 2010 to August 2019, Alternate Member from April 2009 to January 2010 and Effective Member from April 1999 to April 2008. He was also a Member of the Disclosure Committee from September 2010 to August 2019, Executive Director Vice President from April 1999 to January 2010 and Member of the Audit and Risk Management, Strategy, and Personnel and Governance committees from September 2010 to January 2015. At the Brazilian Institute of Corporate Governance (IBGC), he was a Member of the Board of Directors from March 2014 to March 2019, Vice Chairman from March 2016 to March 2018 and Chairman from March 2018 to March 2019. He graduated in Law from Universidade de São Paulo (USP) in 1988 and earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1984 and a specialization (PMD 69) from Harvard University in 1995.
Rodolfo Villela Marino	Executive Vice President	05/13/2024	May 2025
At Itaúsa S.A., Rodolfo has been a Member of the Board of Directors (executive member) since May 2011 and was an Alternate Member from April 2009 to May 2011. He has also been Executive Director Vice President since May 2022 and was Director Vice President from May 2015 to April 2022. At Dexco S.A., he has been a Member of the Board of Directors since August 2009, Member of the Personnel, Governance and Nomination Committee since May 2020, Chairman of the Sustainability Committee since May 2019 and a Member since November 2009. He was a Member of the Audit and Risk Management Committee from November 2009 to March 2022 and has been a Member of the Finance Committee since December 2021. At Alpargatas S.A., he has been a Member of the Board of Directors since September 2017, Member of the Strategy and Personnel committees since October 2017 and Member of the Statutory Audit Committee since April 2018. Alternate Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021, having worked as Effective Member from December 2020 to April 2021; Member of the Board of Directors of Aegea Saneamento e Participações S.A. since July 2021; Managing Director of Rudric Ith Participações Ltda. since April 2005. He has also been a Member of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) since May 2019; Member of the Board of Directors of Unibanco Institute since April 2014; Member of the Advisory and Fiscal Council of the PDR Institute since February 2014; Chairman of the Advisory Board of Associação Pró-Dança (Pro Dance Association) since September 2019; Member of the Advisory Board of Sociedade de Cultura Artística (Artistic Culture Company) since June 2020; Member of the Sustainability Committee of the Brazilian Institute of Corporate Governance (IBGC) since August 2019; Member of the Board of Directors of the Institute for Studies of Industrial Development (IEDI) since August 2015; Member of the Governance Board of Todos pela Educação (All for Education) since April 2019; Member of the Fiscal Council of the Yandeh Institute since August 2017; Member of the Advisory Board of the Brazilian Tree Institute (IBÁ) since December 2017; Member of the Young Presidents Organization - YPO/WPO since December 2011; CEO of Associação Comunitária Despertar (Awake Community Association) since April 2020; Member of the Board of Directors of Todavia Livros since March 2018; Member of the Board of Directors of Tempo Livre PTE Ltd (“Cariuma”) since December 2017; Member of the Board and of the Impact Committee of Instituto Alicerce Educação (Education Foundation Institute) since 2021; and Member of the Board of Directors of Livraria Dois Pontos Comércio Eletrônico S.A. since March 2021. He holds a Bachelor’s degree in Business Administration from Escola de Administração de Empresas de São Paulo – EASP/FG – Fundação Getulio Vargas – August 1994 to June 1998. Master’s degree in Economics and Philosophy from the London School of Economics and Political Science (LSE) – September 2001. Master’s degree in Development Studies from the London School of Economics and Political Science (LSE) – September 2002.
Frederico de Souza Queiroz Pascowitch	New Business Officer	05/13/2024	May 2025
Frederico Pascowitch has a bachelor's degree in Business Administration from Insper. He is Itaúsa’s New Business Managing Officer and a member of its Investments, Corporate Governance and Sustainability and Risk Committees. He was an Investments Adviser from February 2016 to April 2017 at Itaúsa. He was a partner at Gávea Investimentos from 2008 to 2015, and a member of the Board of Directors of Energisa and Cell Site Solutions. As a portfolio manager, Mr. Pascowitch worked in the monitoring of performance of a number of assets, such as Unidas, Azul Linhas Aéreas, Paschoalotto, Time for Fun, and Arcos dorados.
Maria Fernanda Ribas Caramuru	Legal, Compliance and Corporate Risks Officer	05/13/2024	May 2025
Maria Fernanda Ribas Caramuru has a bachelor’s degree in Law from the Pontifical Catholic University of São Paulo (PUC/SP), with a graduate specialization in Business Law from PUC/SP. She is also an LL.M. (Master of Laws) from Columbia University School of Law in New York (USA) and holds an MBA from Columbia University Business School in New York (USA). She carried out functions in other companies of the conglomerate, including in the merger and acquisition operations at Itaú Unibanco from 2000 to 2013. She worked at the Company from 2013 to 2016 as a lawyer consultant to provide advisory to the new business department and in legal matters involving the company and its subsidiaries. She is Itaúsa’s Legal, Compliance and Corporate Risks Managing Officer, and a member of the disclosure and Trading Committee and the, Corporate Governance and Sustainability and Risk Committees. Ms. Caramuru has been an officer at Itautec since 2016.
Priscila Grecco Toledo	Management and Finance Officer	05/13/2024	May 2025
Priscila Grecco has a bachelor’s degree in Accounting from PUC-SP, an MBA in Financial and Risk Management from FIPECAFI/USP, and a postgraduate degree in Business Economics from FGV (Brazil). She also has graduate specialization degrees for executives from Harvard Business School (Program for Leadership development) and the Executive Certificate in Management and Leadership from MIT Sloan School of Management (USA). Ms. Toledo is Management and Finance Managing Officer, and a member of the disclosure and Trading Committee and the Finance, Investment, Corporate Governance and Sustainability and Risk Committees of Itaúsa. She served as Itaúsa's New Business Officer from 2013 to 2017. She has been an Officer at Itautec since April 2017, where she was the Investor Relations Officer from April 2017 to August 2019, and a member of the disclosure and Trading Committee from April 2017 to August 2019. She has over 20 years of experience in Finance, Audit, and Mergers & Acquisitions, working at large companies such as Citibank S.A., KPMG, and Itaú Unibanco. She was Mergers and Acquisitions Superintendent at Itaú Unibanco Holding Financeira S.A. from december 2003 to May 2013.

Internal Charter of the Board of Officers

Board of Officers Advisory Councils

Itaúsa’s Board of Officers counts on the advisory of seven non-statutory councils, composed of managers of the Company, external members and specialists. The members of these councils hold one-year terms of office, which may be renewed, and remain in office until the first meeting of the Board of Directors that elects the Board of Officers.

Capital Markets Council

The Capital Markets Council reports directly to the Board of Directors and is composed of the Investor Relations Officer in addition to other two to ten people annually appointed by the Board of Directors from among the members of the Board itself, the Board of Officers or also professionals from their subsidiaries.

The Council is mainly engaged in managing our disclosure and trading policies, and it is incumbent upon it to also advise the Investor Relations Officer, continuously assess the procedures that must be observed in the disclosure of a material act or fact and in the maintenance of confidentiality of this information, and disclose and share these policies, among other duties.

Corporate Governance Council

The Corporate Governance Council was created in 2020, with the primary function of monitoring trends and market benchmarks, including internationally recognized best practices, and new regulations related to corporate governance. Its creation reinforces the Company's integrity and compliance management, in a continuous process of reviewing and updating the internal Corporate Governance Policy.

The Corporate Governance Council participates in internal discussions on topics such as diversity, equity and social responsibility, in addition to providing subsidies for the dissemination of high standards and good governance practices among the portfolio companies.

Finance Council

It reviews and recommends the approval of financial statements to the Board of Directors, proposes allocation of net income for the year and distribution of earnings to stockholders, defines a proper liquidity level, approves annual budgets, analyze funding options, monitors investees’ financial leverage, and proposes share buyback and allocation of investments.

Sustainability Council

Set up in 2019, it is aimed at guiding the operations of the companies in which Itaúsa make investments by defining major social and environmental management guidelines and identifying opportunities to improve the social impact of its actions.

Its impact is felt through its participation in governance bodies, boards and committees of investees.

Investments Council

It defines the main guidelines for prospecting new investment opportunities, assesses Itaúsa's stance before business opportunities, analyzes and discusses due diligence outcomes, defines financial, contractual and governance conditions for completing a given acquisition, and discusses the investees’ strategic issues.

Audit and Risk Council

It defines the main risk control and management guidelines, in line with the appetite risk established by the Board of Directors, approves the risk management process methodology and, based on the work developed by the Compliance and Corporate Risk department and the outsourced internal auditors, analyzes the issues raised and the action plans to be adopted to mitigate any identified risks, determines guidelines, and works together with the Compliance and Corporate Risk department in the management of the Company’s compliance and risks.

Personnel and Ethics Council

It defines the main guidelines related to people policies, assesses the content of Itaúsa’s Code of Conduct and resolves on its improvement, and analyzes the Reporting Channel indicators, the work carried out and any significant misconduct developments.