set forth in Clause 8.1 below, item I, letter (b).

Transcription

1 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A. The parties to the present "Indenture Instrument for the Public 2nd Issue of Simple, Nonconvertible Debentures in a Single Series of the Unsecured Type, of Itaúsa Investimentos Itaú S.A." ("Issue Indenture"): I. As issuer and offeror of the Debentures (as defined below): II. ITAÚSA INVESTIMENTOS ITAÚ S.A., a corporation enrolled as a securities issuer before CVM (as defined below), with main offices in the City and State of São Paulo, at Praça Alfredo Egydio de Souza Aranha 100, Torre Olavo Setubal, enrolled before the tax authorities under CNPJ (as defined below) / , with its articles of incorporation filed with JUCESP (as defined below) under NIRE , represented herein pursuant to its Bylaws ("Company"); and As hereby appointed fiduciary agent, representing the community of Debenture Holders (as defined below): OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial institution with main offices in the City and State of Rio de Janeiro, at Avenida das Américas 3434, bloco 7, sala 201, enrolled with the tax authorities under CNPJ / , represented herein pursuant to its Bylaws ("Fiduciary Agent"); are hereby obliged under the following terms and conditions: 1. DEFINITIONS 1.1 For the purposes of the present Issue Indenture, the terms ahead, in the singular or the plural form, shall have the following meanings: "Fiduciary Agent" has the meaning set forth in the preamble. "ANBIMA" shall mean ANBIMA Brazilian Association of Financial and Capital Markets Entities. "Current Controllers" shall mean the Controllers of the Company on the Date of Issue. "Independent Auditor" shall mean a CVM-accredited independent auditor. "Settling Bank" shall have the meaning set forth in Clause 7.8 belowf. "CETIP" shall mean CETIP S.A. Mercados Organizados. "CETIP21" shall mean CETIP21 Títulos e Valores Mobiliários, which CETIP maintains and operates. "CNPJ" shall mean the Ministry of Finance s National Listing of Legal Entities. "Civil Procedure Code" shall mean Law No , of March 16, 2015, as amended. "Company" shall have the meaning set forth in the preamble. "Notice of Discretionary Early Redemption Offering" shall have the meaning set forth in Clause 7.18 below, item I. "Company Conglomerate" shall mean any society that directly or indirectly, is a Subsidiary or a Controlling Company of the Company. "Distribution Agreement" shall mean the "Agreement Governing the Coordination and Public Distribution of 2nd Issue, Simple, Non-convertible Debentures in a Single Series,

2 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A PAGE. 2 Unsecured, of Itaúsa, to be entered into by and between the Company and the Lead Coordinator. "Subsidiary" shall mean any society that the Company directly or indirectly controls (according to the definition of Control); "Relevant Subsidiary" shall mean (i) any of the following Subsidiaries: Itaú Unibanco Holding S.A., Itaú Unibanco S.A., or Banco Itaú BBA S.A.; and (ii) based on the latest Consolidated Accounting Statements of the Company, any Subsidiary in which the Company is the owner of a stake whose investment amount represents a percentage in excess of twenty (20) percent of the Company s equity. "Controller" shall mean any direct or indirect controller of the Company (according to the definition of Control). "Control" shall mean the direct or indirect control of any society, pursuant to the contents of Article 116 of the Corporations Law. "Lead Coordinator" shall mean the securities distribution system-member institution hired to intermediate the Offering. "CVM" shall mean the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários). "Date of Issue" shall have the meaning set forth in Clause 7.11 belowf. "Pay-In Date" shall have the meaning set forth in Clause 6.3 below. "Maturity Date" shall have the meaning set forth in Clause 7.12 below. "Debentures" shall mean the Debentures that are the subject of the present Issue Indenture. "Outstanding Debentures" shall mean all Debentures underwritten and paid in and not redeemed, except for those kept in treasury and, in addition, for the purposes of the achievement of quorum at general meetings of Debenture Holders, except for those Debentures that directly or indirectly belong to (i) the Company; (ii) any Controller, any Subsidiary and/or any affiliated of the Company; or (iii) any officer or board member of the legal entities named in foregoing items (i) and (ii); or (iv) any spouse, life partner or relative up to three-times removed of any of the natural entities named in foregoing item (iii). "Debenture Holders" shall mean the holders of title to the Debentures. "The Company s Audited Consolidated Accounting Statements" shall have the meaning set forth in Clause 8.1 below, item I, letter (a). "The Company s Consolidated Accounting Statements" shall have the meaning set forth in Clause 8.1 below, item I, letter (b). "The Company s Revised Consolidated Accounting Statements" shall have the meaning set forth in Clause 8.1 below, item I, letter (b). "Business Day" shall mean (i) in connection with any monetary obligation, any day other than a Saturday, Sunday or official national holiday; and (ii) in connection with any nonmonetary obligation pursuant to the present Issue Indenture, any day in which commercial banks open in the City and State of São Paulo, other than a Saturday, Sunday, or official national holiday. "DOESP" shall mean the São Paulo State Official Gazette (Diário Oficial do Estado de São Paulo).

3 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A PAGE. 3 "Material Adverse Effect" shall mean (i) any Material Adverse Effect to the financial situation, business, assets and/or prospects of the Company and its Subsidiaries, taken as a whole; and/or (ii) any adverse effect to the Company s ability to meet any of its obligations under the present Issue Indenture. "Issue" shall mean the issue of the Debentures, pursuant to the contents of the Corporations Law. "Late-Payment Charges" shall have the meaning set forth in Clause 7.23 below. "Issue Indenture" shall have the meaning set forth in the preamble. "Indenture Trustee" shall have the meaning set forth in Clause 7.7 below. "Default Event" shall have the meaning set forth in Clause 7.26 below. "IGPM" shall mean Índice Geral de Preços Mercado, as published by Fundação Getúlio Vargas. "CVM Instruction 358" shall mean CVM Instruction No. 358, of January 3, 2002, as amended. "CVM Instruction 476" shall mean CVM Instruction No. 476, of January 16, 2009, as amended. "CVM Instruction 583" shall mean CVM Instruction No. 583, of December 20, 2016, as amended. "Professional Investors" shall have the meaning set forth in article 9º-A of CVM Instruction No. 539, of November 13, 2013, as amended. "JUCESP" shall mean the São Paulo Board of Trade, Junta Comercial do Estado de São Paulo. "Anti-Corruption Laws" shall jointly mean Law No , of August 1, 2013, as amended, Decree No , of March 18, 2015, as amended, and other laws and regulations applicable to the corrupt practices and acts harmful to the national public administration and public estate, as well as, where applicable, the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act. "Corporations Law" shall mean Law No , of December 15, 1976, as amended. "Securities Market Law" shall mean Law No , of December 7, 1976, as amended. "MDA" shall mean the Assets Distribution Module, MDA Módulo de Distribuição de Ativos, that CETIP manages and operates. "Offering" shall mean the public offering under restricted placement regime for the Debentures, pursuant to the contents of the Securities Market Law, of CVM Instruction 476 and of other applicable legal and regulatory dispositions. "Discretionary Early Redemption Offering" shall have the meaning set forth in Clause 7.18 below. "Encumbrance" shall mean a mortgage, pledge, lien, usufruct, trust, sale promise other than at arm s length, call option granted other than at arm s length, charge, lien or encumbrance, in- or out-of-court seizure or garnishment, or any other act that has a practical effect similar to any of the foregoing. "Pay-In Price" shall have the meaning set forth in Clause 6.3 below. "Premium" shall mean the sum-total of the twenty one-hundredths (.20) percent per year premium calculated pro rata temporis on the remaining maturity of each of the outstanding

4 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A PAGE. 4 Debenture tranches, applicable in the event of early payment pursuant to Clause 7.16 below and Clause 7.17 below, calculated as provided in the respective Clause (and subclause). "First Pay-In Date" shall have the meaning set forth in Clause 6.3 below. "Remuneration" shall have the meaning set forth in Clause 7.14 below, item II. "Alternate Remuneration" shall have the meaning set forth in Clause below. "DI Rate" shall mean the accumulated variation of the average daily rates for one-day DI Inter-Financial deposits, "over extra-grupo", expressed in annual percentage form, base 252 (two hundred and fifty-two) business days, calculated and published daily by CETIP in the daily bulletin available from its Web page ( "Unit Face Value" shall have the meaning set forth in Clause 7.4 below. 2. AUTHORIZATIONS 2.1 The Issue, the Offering and entry into the present Issue Indenture and the Distribution Agreement shall take place based on the deliberations of the meeting of the Company s board of directors held on May 4, REQUIREMENTS 3.1 The Issue, the Offering and entry into the present Issue Indenture and the Distribution Agreement shall take place in obeisance of the following requirements: I. Filing and publication of the minutes of corporate acts. Pursuant to the contents of article 62, item I, of the Corporations Law, the minutes of the meeting of the Company s board of directors held on May 4, 2017 shall be filed with JUCESP and published in the DOESP and in newspaper "O Estado de S. Paulo"; II. III. Filing of the present Issue Indenture and amendments hereto. Pursuant to article 62, item II and paragraph 3 of the Corporations Law, the present Issue Indenture and amendments hereto shall be filed with JUCESP; Deposit for distribution. The Debentures shall be deposited for distribution in the primary market by means of the MDA, and the financial settlement of the distribution of the Debentures shall take place by means of CETIP; IV. Deposit for electronic trading and custody. Given the contents of Clause 6.4 below, the Debentures shall be deposited for trading on the secondary market by means of CETIP21, and financial settlement of Debenture trades shall take by means of CETIP and Debentures shall be electronically deposited with CETIP; V. Offering registration with CVM. The Offering is automatically exempted from registration with CVM, pursuant to the contents of article 6º of CVM Instruction 476, as it is a public distribution offering under restricted placement regime; and VI. Offering registration with ANBIMA. The Offering shall be the subject of registration with ANBIMA, pursuant to the contents of article 1, paragraph 2, of the "Código ANBIMA de Regulação e Melhores Práticas para as Ofertas Públicas de Distribuição e Aquisição de Valores Mobiliários", exclusively for the purposes of the transfer of information to the ANBIMA Database, as long as the ANBIMA registration process is provided before the end of the Offering.

5 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A PAGE CORPORATE OBJECT OF THE COMPANY 4.1 The Company has as its corporate object, the support of the companies, the capital in which it holds stakes through: a) studies, analysis, and suggestions on operating policy and expansion projects for the aforesaid companies; b) raising of resources for servicing respective additional risk capital needs; c) subscription or acquisition of equity that said companies may issue for the consolidation of their respective positions in the capital markets; d) renting of required real estate; e) correlated or subsidiary activities of interest of the above-mentioned companies, except those specific to financial institutions.. 5. ALLOCATION OF THE RESOURCES 5.1 The net resources raised by the Company from the Issue shall be used in full for replenishing the Company s cash position. 6. OFFERING CHARACTERISTICS 6.1 Placement. The Debentures shall be the subject of a public distribution offering under restricted placement regime, pursuant to the Securities Market Law, to CVM Instruction 476 and other applicable legal and regulatory dispositions, and to the Distribution Agreement, with the intermediation of the Lead Coordinator, a member institution of the securities distribution system, under the best placement efforts regime in connection with the entirety of the Debentures, with Professional Investors as a target public Partial distribution shall be admitted under the Offering. In the event that no Debentures are placed under the Offering, the Offering shall be cancelled, and all investment intents will be automatically cancelled. Any eventual balance of debentures not placed under the Offering shall be cancelled by the Company by means of an amendment to the present Issue Indenture, with no need for corporate deliberations on the part of the Company or of a general Debenture Holders meeting Given that distribution may be partial pursuant to the contents of article 5º-A of CVM Instruction 476, combined with article 31 of CVM Instruction No. 400, of December 29, 2003, as amended, Professional Investors may, upon accepting the Offering, make their adhesion contingent on the distribution: I. Of the entirety of the Debentures under the Offering, and, should such a condition not materialize and the Professional Investor having already paid the Pay-In Price, the Company shall redeem the entirety of the Debentures subscribed by such a Professional Investor and consequently cancel them, at the Unit Face Value, with no interest or monetary restatement, with no reimbursement, and with the deduction of amounts associated with applicable taxes, if any (given that, based on the law in force on the present date, no taxes apply), and of applicable charges, if any, within three (3) Business Days from the date on which non-realization of the condition is verified; or II. Of a minimum fraction or quantity of the Debentures originally under the Offering, as defined at the discretion of each Professional Investor, and each Professional Investor may, upon acceptance, indicate whether, if the condition materializes, such a Professional Investor intends to receive the entirety of the Debentures subscribed by such a Professional Investor, or a quantity equivalent to the proportion of the quantity of Debentures effectively distributed and the quantity of Debentures originally under the Offering, assuming, in the absence of

6 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A PAGE. 6 statement to this effect, the Professional Investor s interest in receiving the entirety of the Debentures subscribed thereby, given that, where the Professional Investor has named such a fraction and such a condition does not materialize, and the Professional Investor has already paid the Pay-In Price, the Company shall be obliged to redeem the entirety of the Debentures subscribed by such a Professional Investor, with their consequent cancellation, at the Unit Face Value, with no interest or monetary restatement, with no reimbursement, and with the deduction of amounts associated with applicable taxes, if any (given that, based on the law in force on the present date, no taxes apply), and of applicable charges, if any, within three (3) Business Days from the date on which non-realization of the condition is verified Search for investors will not be allowed by means of stores, offices or establishments open to the general public, or with the use of public communication services, such as the press, radio, television and public-access pages on the World Wide Web of computers The Lead Coordinator will only be allowed to obtain a maximum of seventy-five (75) Professional Investors, pursuant to the contents of article 3 da CVM Instruction Subscription Period. Given compliance with the requirements set forth in foregoing Clause 3 above, the Debentures shall be subscribed at any time starting from the initial distribution date of the Offering, in the light of the contents of articles 7-A and 8, paragraph 2º, of CVM Instruction Form of Subscription and Payment, and Pay-In Price. The Debentures shall be subscribed and paid in by means of the MDA by a maximum of fifty (50) Professional Investors, up front, upon subscription ("Pay-In Date"), and in domestic currency, at the Unit Face Value plus Remuneration, calculated pro rata temporis from the First (1st) Pay-In Date ("First Pay-In Date") up to and including the respective Pay-In Date ("Pay-In Price") Upon subscription of the Debentures, the Professional Investors shall sign a statement to the effect, among others, that (a) they have carried out their own analysis of the Company s payment capacity; (b) they are Professional Investors, pursuant to the contents of article 9-A da CVM Instruction No. 539, of November 13, 2013, as amended; (c) the Offering has not been filed with the CVM; and (d) the Debentures are subject to trading constraints pursuant to the applicable law and the present Issue Indenture, and state their express agreement with every term and condition in the present Issue Indenture. 6.4 Trading. The Debentures shall be deposited for trading on the secondary market by means of CETIP21. Debentures may only be traded on organized over-the-counter markets after a period of ninety (90) days from each subscription or acquisition by the investor, pursuant to the contents of articles 13 and 15 of CVM Instruction 476, given compliance, by the Company, with the obligations set forth in article 17 of CVM Instruction No CHARACTERISTICS OF THE ISSUE AND THE DEBENTURES 7.1 Issue Number. The Debentures are the Company s second issue of Debentures. 7.2 Total Issue Amount. The total amount of the issue shall be one billion and two hundred million (1,200,000,000.00) Brazilian Reais on the Date of Issue, given the contents of Clause 7.3 below. 7.3 Quantity. A total of twelve thousand (12,000) Debentures shall be issued, and any remaining Debentures not placed under the Offering shall be cancelled by the Company

7 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A PAGE. 7 by means of an amendment to the present Issue Indenture, with no need for corporate deliberations by the Company or the convening of a general Debenture Holders meeting. 7.4 Unit Face Value. The Debentures shall have a face value per unit of one hundred thousand (100,000.00) Brazilian Reais on the Date of Issue ("Unit Face Value"). 7.5 Series. The Issue will be will be made in a single series. 7.6 Manner and Evidence of Ownership. The Debentures shall be issued in nominative, book entry form without the issue of certificates being that for all legal purposes, ownership of the Debentures shall be evidenced by the deposit account statement issued by the Indenture Trustee, and additionally, with respect to those Debentures which have been deposited electronically with CETIP, evidenced by the statement issued by CETIP in the name of each Debenture Holder. 7.7 Indenture Trustee. The provider of indenture trustee services for the Debentures shall be Itaú Corretora de Valores S.A., a financial institution with main offices in the City and State of São Paulo, at Avenida Brigadeiro Faria Lima 3500, 3rd floor, partial, enrolled before the tax authorities under CNPJ No / ("Indenture Trustee"). 7.8 Settling Bank. The provider of settling bank services for the Debentures shall be Itaú Unibanco S.A., a financial institution with main offices in the City and State of São Paulo, at Praça Alfredo Egydio de Souza Aranha 100, Olavo Setubal tower, enrolled before the tax authorities under CNPJ No / ("Settling Bank"). 7.9 Convertibility. The Debentures shall not be convertible into shares issued by the Company Type. The Debentures shall be of the unsecured type, pursuant to the contents of article 58 of the Corporations Law, without guarantees and preemptive rights Date of Issue. For all legal purposes, the date of issue of the Debentures shall be May 24, 2017 ("Date of Issue") Term and Maturity. With the exception of the contingencies of early redemption of the Debentures or early maturity of the underlying obligations to the Debentures, as provided in the present the maturity of the Debentures shall be seven (7) years from the Date of Issue, expiring therefore on May 24, 2024 ("Maturity Date") Payment of the Unit Face Value. At no loss to payments owed by reason of early redemption of the Debentures, early amortization of the Debentures, or early maturity of obligations stemming from the Debentures, as provided in the present Issue Indenture, the Unit Face Value of the Debentures shall be amortized in three (3) annual and successive installments, as follows: I. Installment No. 1, in an amount corresponding to thirty-three and thirty-threeone-hundredths (33.33) percent of the Unit Face Value of the Debentures, due on May 24, 2022; II. III. Installment No. 2, in an amount corresponding to thirty-three and thirty-threeone-hundredths (33.33) percent of the Unit Face Value of the Debentures, due on May 24, 2023; and Installment No. 3, in an amount corresponding to thirty-three and thirty-four-onehundredths (33.34) percent of the Unit Face Value of the Debentures, due on the Maturity Date Remuneration. Remuneration for the Debentures shall be as follows: I. monetary restatement: The Unit Face Value of the Debentures shall not be monetarily restated; e

8 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A PAGE. 8 II. compensatory interest: The debit balance of the Unit Face Value of the Debentures shall be remunerated at interest corresponding to 106.9% of the Interbank Deposit Rate - DI ("Remuneration"), calculated exponentially and cumulatively pro rata temporis for business days elapsed from the First Payment Date or the date of payment of Remuneration immediately prior, where applicable, up to the date of effective payment. Without limitation on payments due to the early redemption of the Debentures, early amortization of the Debentures or early maturity of the underlying obligations to the Debentures, pursuant to the conditions to be included in the Issue Indenture, Remuneration shall be paid semi-annually as from the Date of Issue, on the 24th day of the months of May and November of each year, the first payment to take place on November 24, 2017 and the last, on the Maturity Date. Remuneration shall be calculated according to the following formula: Where: [J = VNe x (DIFactor - 1] J = unit value of the Remuneration owed, calculated to the eighth (8th) decimal place, without rounding; VNe = debit balance of the Unit Face Value, reported/calculated to the eight (8th) decimal place, without rounding; DIFactor= the product DI Rates and the percentage applied, from the First Pay- In Date or the immediately preceding Remuneration payment date, as the case may be, included, up to and not including the date of calculation, calculated to the eighth (8th) decimal place, with rounding, ascertained as follows: n DI S DIFactor 1 k k 1 TDI 100 Where: k = order number of TDIk, ranging from one (1) to n DI; n DI = total number of DI Rates, where "n DI" is an integer; S = ; TDI k = DI Rate Factor, expressed per day, calculated to the eighth (8th) decimal place, with rounding, as follows: DI k TDI k Where: DI k = DI Rate, as published by CETIP, using two (2) decimal places. Notes: The factor resulting from the expression sixteenth (16th) decimal plate, without rounding. is to be considered to the The product of daily factors is to be effected in the light of the fact that, for each accumulated daily factor, the product is cut off at sixteen (16) decimal places, applying the following daily factor and so forth, until the last one to be considered.

9 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A PAGE. 9 Once the factors have been accumulated, the resulting factor "DIFactor" is to be considered to the eighth (8th) decimal place, with rounding. The DI Rate shall be used considering an identical number of decimal places as published by the entity responsible for its calculation, except where expressly provided otherwise Given the contents of Clause below, where, at the time of the calculation of any of the monetary obligations associated with the Debentures as provided in the present Issue Indenture, the DI Rate is unavailable, the latest DI Rate officially published until the date of calculation shall be used instead, and no financial compensation, fines or penalties shall be owed between the Company and/or the Debenture Holders, upon subsequent publication of the DI Rate In the event of the non-determination and/or non-publication of the DI Rate for a period in excess of ten (10) consecutive days from the expected date of publication or, immediately, in the event of the extinction of the DI Rate or inapplicability of the DI Rate by force of law or court order, the Fiduciary Agent shall convene a general Debenture Holders meeting to be held at most twenty (20) days from the final date for any of the events listed in the beginning of the present Clause, for deliberation, by Debenture Holders, in mutual agreement with the Company and in the light of the applicable regulations, regarding the new parameter for Debenture remuneration, which parameter shall maintain the real value and the same levels of the Remuneration ("Alternate Remuneration"). Up to the time of the definition of the Alternate Remuneration or of the choice, by the Company, between the contents of items I or II below, as the case may be, the same daily rate produced by the latest officially published DI Rate shall be used, given the applicable percentage, calculated pro rata temporis. Where the Debenture Holders, at a general Debenture Holders meeting, and representing a minimum of seventy-five (75) percent of the Outstanding Debentures, fail to approve the Alternate Remuneration proposed by the Company, the Company shall, at its sole discretion, choose one of the alternatives below, and the Company shall be obliged to give the Fiduciary Agent, within fifteen (15) days from the date of closure of the general Debenture Holders meeting to which the present Clause makes reference, written notice of the chosen alternative: I. the Company shall redeem and, as a consequence, cancel the entirety of the Debentures in advance, within thirty (30) days from the date of closing of the general Debenture Holders meeting to which the present Clause makes reference, at the balance of the Unit Face Value plus Remuneration calculated pro rata temporis from the First Pay-In Date or the immediately preceding Remuneration payment date, as the case may be, until the date of effective payment, using, for the purposes of calculating the Remuneration applicable to the redemption and consequent cancellation provided in this item, the same daily rate as produced by the latest officially published DI Rate, in the light of the applicable percentage, given that the redemption to which the present item makes reference shall not accrue any manner of premium or penalty; or II. the Company shall fully amortize the entirety of the Debentures, according to a schedule to be stipulated by the Company, such not to exceed the Maturity Date and the average term of the maturities originally scheduled for the Debentures, using, for the purposes of calculating the applicable Remuneration, for the duration of the Debentures amortization period as provided in the present item, the Remuneration payment period as provided in foregoing Clause 7.14 above, item II, and an Alternate Remuneration defined by the Debenture Holders and

10 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A PAGE. 10 submitted to the Company in the general Debenture Holders meeting to which the present Clause makes reference, which, if referenced on a period other than two hundred and fifty-two (252) business days, shall be adjusted in such a manner as to reflect the two hundred and fifty-two- (252-) business-day reference Programmed Renegotiation. There shall be no programmed renegotiation Discretionary Early Redemption. The Company may, at its sole discretion and at any time starting from and including November 24, 2020, and upon prior notice to the Debenture Holders (by means of the publication of an announcement pursuant to the contents of Clause 7.27 below or individual communication to all Debenture Holders, with copies sent to the Fiduciary Agent), to the Fiduciary Agent, to the Indenture Trustee, to the Settling Bank and to CETIP, given three (3) Business Days prior to the date of the event, carry out early redemption of the entirety (partial redemption not being permitted) of the Debentures, with the consequent cancellation thereof, by means of the payment of the debit balance of the Face Value of the Debentures plus Remuneration, calculated pro rata temporis from the First Pay-In Date or the immediately Remuneration payment date, as the case may be, up to the date of effective payment, plus a Premium on the amount of the early redemption, which shall be calculated pursuant to the contents of Clause below The discretionary early redemption Premium shall be calculated according to the formula below, in connection with each as-yet not amortized portion of the Unit Face Value of the Debentures: Pr = [(1 + 0,20%) DU 252 1] SDa Where: Pr = discretionary early redemption Premium, calculated to the eighth (8th) decimal plate, without rounding; DU = number of Business Days from the effective date of discretionary early redemption up until the date of payment of each of the as-yet not amortized portion of the Unit Face Value of the Debentures, as provided in foregoing Clause 7.13 above; and SDa = as-yet not amortized portion of the debit balance of the Unit Face Value of the Debentures, as provided in foregoing Clause 7.13 above, plus Remuneration calculated pro rata temporis from the First Pay-In Date or the immediately preceding Remuneration payment date, as the case may be, until the date of effective payment. Where discretionary early redemption occurs on any Remuneration payment date, SDa shall not take into account the Remuneration owed until such a date Discretionary Early Amortization. The Company may, at its sole discretion and at any time starting from and including November 24, 2020, and upon prior notice to the Debenture Holders (by means of the publication of an announcement pursuant to the contents of Clause 7.27 below or individual communication to all Debenture Holders, with copies sent to the Fiduciary Agent), to the Fiduciary Agent, to the Indenture Trustee, to the Settling Bank and to CETIP, given three (3) Business Days prior to the date of the event, carry out early amortizations of the debit balance of the Unit Face Value of the entirety of the Debentures, by means of the payment of a portion of the debt balance of the Unit Face Value of the Debentures plus Remuneration calculated pro rata temporis from the First Pay-In Date or the immediately preceding Remuneration payment date, as the case may be, until the date of effective payment, plus the Premium on the amount of the early amortization, to be calculated as provided in Clause below.

11 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A PAGE The discretionary early amortization Premium shall be calculated, for each of the as-yet not amortized portions of the Unit Face Value of the Debentures, as follows: Pa = [(1 + 0,20%) DU 252 1] AM Where: Pa = discretionary early amortization Premium, calculated to the eighth (8th) decimal plate, without rounding; DU = number of Business Days from the from the effective date of discretionary early amortization up until the date of payment of each of the as-yet not amortized portion of the Unit Face Value of the Debentures, as provided in foregoing Clause 7.13 above; and AM = portion of the debit balance of the Unit Face Value of the Debentures to be amortized, as provided in foregoing Clause 7.13 above, plus da Remuneration calculated pro rata temporis from the First Pay-In Date or the immediately preceding Remuneration payment date, as the case may be, until the date of effective payment. Where discretionary early amortization occurs on any Remuneration payment date, AM shall not take into account the Remuneration owed until such a date The amounts paid under early amortization of the Unit Face Value shall in any case be credited proportionally with the upcoming Unit Face Value amortization installments as provided in foregoing Clause 7.13 above, automatically and independently from any additional formalities (including independently from any amendment to the present Issue Indenture), keeping the Unit Face Value amortization payment dates unchanged Discretionary Early Redemption Offering. The Company may, at its sole discretion and at any time, make a full or partial discretionary early redemption offering, for the Debentures, with the consequent cancellation thereof Debentures, such an offering to be addressed to all Debenture Holders, without distinction, assuring equal conditions for all Debenture Holders to accept the early redemption of Debentures that they hold, according to the following terms and conditions ("Discretionary Early Redemption Offering"): I. The Company shall make a Discretionary Early Redemption Offering by means of notice to the Fiduciary Agent and, on the same date, by means of announcement to the Debenture Holders (by means of a publication as provided in Clause 7.27 below or individual communication with every Debenture Holder, with copies to the Fiduciary Agent) ("Notice of Discretionary Early Redemption Offering"), such to describe the terms and conditions of the Discretionary Early Redemption Offering, including (a) whether the Discretionary Early Redemption Offering shall over the entirety of the Debentures; (b) the percentage early redemption premium, which may not be negative, if any; (c) the manner and period for manifestation before the company of Debenture Holders who choose to adopt the Discretionary Early Redemption Offering; (d) the effective date for the early redemption and payment of the Debentures under the Discretionary Early Redemption Offering, assuming adoption of Debenture Holders representing the entirety of the Debentures under the Discretionary Early Redemption Offering, which shall be the same for all Debentures under the Discretionary Early Redemption Offering and to take place in a minimum of ten (10) days from the date of the Notice of Discretionary Early Redemption Offering; and (e) other information required for decision-making on the part of Debenture Holders and for the operationalization of the early redemption of Debentures under the Discretionary Early Redemption Offering;

12 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A PAGE. 12 II. III. IV. The Company shall (a) on the respective final date for adoption of the Discretionary Early Redemption Offering, confirm before the Fiduciary Agent whether or not the early redemption shall take place according to the criteria set forth in the Notice of Discretionary Early Redemption Offering; and (b) at least three (3) Business Days prior to the respective date of early redemption, give notice to the Indenture Trustee, the Settling Bank and CETIP of the respective date of early redemption; The amount to be paid in connection with each Debenture named by the respective holders adopting the Discretionary Early Redemption Offering shall be equal to the debit balance of the Unit Face Value, plus (a) Remuneration, calculated pro rata temporis from the First Pay-In Date or immediately preceding Remuneration payment date, as the case may be, until the date of effective payment; and (b) where applicable, early redemption premium to be offered to Debenture Holders, at the Company s sole discretion; Where the Discretionary Early Redemption Offering concerns a portion of the Debentures, and the number of Debentures named for adoption of the Discretionary Early Redemption Offering exceeds the quantity that the Discretionary Early Redemption Offering originally intended, then the early redemption shall take place by drawing of lots under the Fiduciary Agent s coordination. The selected Debenture Holders shall be informed of the outcome of the drawing of lots by the Company, in writing, at least three (3) Business Days prior to the date of redemption; V. Payment of early redeemed Debentures by means of the Discretionary Early Redemption Offering shall be made as provided in Clause 7.21 below; and VI. Early redemption, as concerns Debentures (a) deposited electronically with CETIP, shall be carried out in line with CETIP s operating procedures, and all phases of the process, such as Debenture Holders accreditation, qualification, drawing of lots, ascertainment, distribution and validation of the number of Debentures for early redemption shall be performed outside CETIP; and (b) not deposited electronically with CETIP shall be carried out according to the Indenture Trustee s operating procedures Discretionary Acquisition. The Company may, at any time, acquire Outstanding Debentures, as long as in compliance with the contents of article 55, paragraph 3, of the Corporations Law, articles 13 and 15 of CVM Instruction 476, and the applicable CVM regulations. Debentures acquired by the Company may, at the Company s discretion, be cancelled, be kept in treasury, or placed in the market again. The Debentures acquired by the Company to be kept in treasury under the terms of the present Clause, if and when placed back in the market, shall be entitled to the same Remuneration applicable to other Outstanding Debentures Right to Payments. Debenture Holders at the closing of the Business Day immediately preceding a date of payment shall be entitled to receipt of any amounts owed to Debenture Holders under the present Issue Indenture Place of Payment. Payments associated with the Debentures and any other amounts that may be owed by the Company under the present Issue Indenture shall be made (i) by the Company, as concerns payments associated with the Unit Face Value, Remuneration, early redemption premium (if any) or early amortization of the Debentures, and with Late- Payment Charges, and in connection with Debentures electronically deposited with CETIP,

13 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A PAGE. 13 by means of CETIP; or (ii) by Company, in all other cases, by means of the Indenture Trustee or at the Company s main offices, as the case may be Period Extensions. Periods associated with the payment of any obligation provided under the present Issue Indenture shall be deemed extended to the first (1st) subsequent Business Day where their end coincides with a non-business Day, and no accrual shall be owed over the amounts to be paid Late-Payment Charges. In the event of untimely payment of any amount owed by the Company to the Debenture Holders under the present Issue Indenture, in addition to payment of the Remuneration, calculated pro rata temporis from the First Pay-In Date or the immediately preceding Remuneration payment date, as the case may be, until the date of effective payment, any and all late payments shall accrue, regardless of notice, notification, or in- or out-of-court claim, (i) late-payment interest at one (1) percent per month, calculated pro rata temporis from the date of default until the date of effective payment; and (ii) non-compensatory late-payment fine of two (2) percent ("Late-Payment Charges") Limitation of Rights to Accruals. A Debenture Holder s failure to appear to receive amounts corresponding to any monetary obligations on the dates provided in the present Issue Indenture or in any notice given or announcement published according to the present Issue Indenture shall not convey a right to any accruals for the late-receipt period. However, rights acquired up until the date of the respective maturity or payment shall be assured in the event of late payment Tax Immunity. Any Debenture Holders entitled to tax immunity or exemption shall provide to the Settling Bank or the Indenture Trustee, as the case may be, at least ten (10) Business Days prior to the scheduled date of receipt of amounts associated with the Debentures, documentary proof of said tax immunity or exemption, and failure to do so shall cause their payments to be deducted from the amounts owed under the applicable tax laws in force Early Maturity. Subject to the contents of Clauses to below, the Fiduciary Agent shall declare early maturity of obligations arising from the Debentures, and demand immediate payment by the Company of the debit balance of the Unit Face Value of the Debentures, plus da Remuneration calculated pro rata temporis from the First Pay-In Date or the immediately preceding Remuneration payment date, as the case may be, until the date of effective payment, at no loss, where applicable, to Late-Payment Charges, if any of the events listed in Clauses below and below occur (each event being a "Default Event") The following shall be deemed Default Events ensuing automatic maturity of the obligations arising from the Debentures, regardless of notice or in- or out-of-court notification, with the application of the contents of Clause below: I. Default, by the Company, on any monetary obligation associated with the Debentures and/or under the present Issue Indenture, on the respective date of payment and not remedied within two (2) Business Days from the date of the respective default; II. In the event of (a) bankruptcy of the Company and/or any of its Relevant Subsidiaries; (b) bankruptcy request filed by the Company and/or any of its Relevant Subsidiaries; (c) bankruptcy request against the Company and/or any of its Relevant Subsidiaries filed by third parties and not dismissed within the period provided by law, or request for any similar procedure that may be created

14 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A PAGE. 14 III. IV. by the law, and also not dismissed within the legal period; (d) request for in- or out-of-court recovery filed by the Company and/or any of its Relevant Subsidiaries other than subject to the contents of Law of March 13, 1974, as amended, regardless of the admission of said request; or (e) intervention, liquidation, dissolution or termination of the Company and/or any of its Relevant Subsidiaries, except where as a result of a corporate operation other than a Default Event, as permitted by Clause below, item III; Early maturity of any of the financial obligations contracted by the Company or any of its Relevant Subsidiaries in the domestic or international market that is not remedied within the period set forth in the respective instruments or, where absent, within five (5) Business Days from the date of the respective early maturity, in an individual or aggregate amount equal to or in excess of three hundred million (300,000,000.00) Brazilian Reais (or the equivalent thereto in other currencies); or Conversion of the Company s manner of incorporation into any other type of society, pursuant to the contents of articles 220 to 222 of the Corporations Law; or V. Annulment, nullity or unenforceability of the Debentures and/or of the present Issue Indenture The following shall be deemed Default Events that may ensue maturity of the obligations arising from the Debentures, with the application of the contents of Clause below in the presence of any of the following Default Events: I. Protest filed against securities issued by the Company in the domestic or international markets, in an individual or aggregate amount equal to or in excess of three hundred million (300,000,000.00) Brazilian Reais (or the equivalent thereto in other currencies), except if, within thirty (30) days from the date of the protest, proof has been provided to the Fiduciary Agent that: II. III. (a) The protest(s) was(were) filed in error or ill faith; or (b) The protest(s) has(have) been cancelled or suspended; Loss of Control of the Company by the Current Controllers, except where previously authorized by the holders of a minimum of two thirds (2/3) of the Outstanding Debentures, with the understanding that where the Current Controllers accept shared control of the Company, such an event shall not be deemed a loss of Control; Takeover (in which the Company is the entity taken over), stock takeover, merger or spin off of the Company, except: (a) Where previously authorized by the holders of a minimum of two thirds (2/3) of the Outstanding Debentures; or (b) Where Debenture Holders that so wish are assured, for a minimum period of six (6) months from the date of publication of the minutes of the corporate acts associated with the transaction, redemption of the Debentures that they hold, by means of payment of the debit balance of the Unit Face Value, plus applicable Remuneration, calculated pro rata temporis from the First Pay-In Date or the immediately preceding Remuneration payment date, as the case may be, until the date of effective payment, with no premium or penalty; or

15 INDENTURE INSTRUMENT FOR THE PUBLIC 2ND ISSUE OF SIMPLE, NON-CONVERTIBLE DEBENTURES IN A SINGLE SERIES OF THE UNSECURED TYPE, OF ITAÚSA INVESTIMENTOS ITAÚ S.A PAGE. 15 IV. (c) Where such operations only involve member companies of the Company s Conglomerate; A reduction to the Company s equity stock, except: (a) Where previously authorized by Debenture Holders representing, at least, the majority of all Outstanding Debentures, as provided in article 174, paragraph 3, of the Corporations Law; or (b) For absorbing losses; V. Noncompliance with any final and unappealable court decision and/or final arbitration against the Company in an individual or aggregate amount equal to or in excess of three hundred million (300,000,000.00) Brazilian Reais (or its equivalent in other currencies); VI. VII. VIII. IX. Change to the Company s corporate purpose, as provided in its bylaws in force on the Date of Issue, with a Material Adverse Effect; Non-fulfillment by the Company, of any non-monetary obligation under the present Issue Indenture, where not remedied within thirty (30) days from the date of notice of such non-fulfillment (a) given by the Company to the Fiduciary Agent, or (b) given by the Fiduciary Agent to the Company, whichever occurs first; Falsehood or inaccuracy, in the latter case in any material respect, in any of the statements provided by the Company under the present Issue Indenture that has a Material Adverse Effect; Where the Company fails to hold direct or indirect control over one or more Relevant Subsidiaries (or any societies that come to succeed them); or X. Dividends payout, payment of interest on capital, or any payments made to shareholders where the Company is late in complying with any of its obligations under the present Issue Indenture, except, however, for payout of minimum required dividends as provided in article 202 of the Corporations Law, pursuant to the Company s bylaws in force on the Date of Issue; XI. Assignment or promised assignment or any manner of transfer or promise of transfer to third parties, in full or in part, by the Company, of any of its obligations under the present Issue Indenture, except where: (a) Previously authorized by the holders of a minimum of two-thirds (2/3) of the Outstanding Debentures; or (b) As a result of a corporate operation that does not amount to a Default Event, as permitted in foregoing item III above Should any of the Default Events listed in foregoing Clause above come to pass, the obligations arising from the Debentures shall mature automatically, regardless of notice or in- or out-of-court notification Should any of the Default Events listed in foregoing Clause above come to pass, the Fiduciary Agent shall, including for the purposes of Clauses 9.6 and below, convene, within five (5) Business Days from the date when it becomes aware of the event, a general Debenture Holders meeting to deliberate on the non-declaration of early maturity of the obligations arising from the Debentures, to be held in the minimum period allowed by the law. If, at said general Debenture Holders meeting, Debenture Holders representing a minimum of two-thirds (2/3) of the Outstanding Debentures, decide not to consider the early maturity of the obligations arising from the Debentures, the Fiduciary Agent shall not