SÃO PAULO, May 30, 2019
/PRNewswire/ -- ITAÚ UNIBANCO HOLDING S.A. informs its
stockholders that the Board of Directors, meeting on May 30, 2019, resolved to:
a) terminate early, on this date, the buyback
program of own stock approved at the meeting held on December 15, 2017; and
b) approve a new stock buyback program, which will
become effective on May 31, 2019,
authorizing the buy back of up to 15,000,000 of own common shares
and 75,000,000 own preferred shares, without the reduction of the
capital amount, to be kept in treasury, cancelled or replaced in
the market, in accordance with paragraphs 1 and 2 of Article 30 of
Law No. 6,404/76 and CVM Instruction No. 567/15.
The buybacks will be carried out on a stock exchange in
the period from May 31, 2019
November 30, 2020, at market value,
and intermediated by Itaú Corretora de Valores S.A., headquartered
at Av. Brigadeiro Faria Lima, 3500, 3º andar, Parte, in the city of
São Paulo (State of São Paulo).
The information contained in Attachment 30-XXXVI to Instruction
CVM No. 480, on the new stock buyback program are detailed in
Attachment I.
São Paulo (State of São Paulo), May 30, 2019.
ALEXSANDRO
BROEDEL
Group Executive Finance Director and Head
of Investor Relations
ATTACHMENT 30-XXXVI OF CVM INSTRUCTION No.
480/09
(Trading of Own Shares)
1. Justify in detail the purpose and the economic effects
expected from the transaction:
Purpose
The potential purposes of the stock acquisition process are: (i)
maximize the allocation of capital through the efficient investment
of the available resources; (ii) provide for the delivery of shares
to employees and management members of the Company and its
subsidiaries within the scope of the remuneration models and
long-term incentive plans; (iii) provide for the delivery of shares
to employees within the scope of institutional projects, namely
incentive to innovation and efficiency projects; and/or (iv) use
the shares bought back should there be business opportunities in
the future.
Economic Effects
The buyback of own shares may have the following impacts:
- For stockholders: (i) greater return in the form of
dividends since the shares acquired by the Company are withdrawn
from market and the payment of dividends is distributed over a
lower number of shares; and (ii) increase in the percentage of
interest of the stockholder if the shares are cancelled.
- For the Company: (i) optimization in the use of the resources
available for investment; and (ii) change in the capital
ratio.
In the event of the buyback of the totality of the shares within
this program, the financial amount spent will not have significant
accounting effects on the Company's results.
2. Inform the number of shares (i) comprising the free float
and (ii) already held as treasury stock.
Shares comprising the free float: 387,552,873 common shares and
4,799,620,375 preferred shares listed as at April 30, 2019.
Shares held as treasury stock: 61,195,092 preferred shares, as
at April 30, 2019. There are no
common shares held in treasury.
3. Inform the number of shares that may be acquired or
sold.
Up to 15,000,000 common shares and 75,000,000 preferred shares
may be bought back without the reduction of the capital amount,
equivalent to approximately 3.87% of the 387,552,873 common shares
comprising the free float and 1.56% of the 4,799,620,375 preferred
shares comprising the free float, as at April 30, 2019.
4. Describe the main characteristics of the derivative
instruments that the company may use in the future, if any.
The Company will not use derivative instruments.
5. Describe any agreements or existing voting instructions
between the company and the counterparty to the
transactions.
The acquisitions of shares will be carried out through
operations on the stock exchange and there are no voting
instructions between the Company and the counterparties to the
transaction.
6. In the event that operations are carried out outside the
organized securities markets, please inform: (a) the maximum
(minimum) price for which the shares will be bought back (sold);
and (b) if applicable, the reasons justifying the transaction at
prices of more than ten percent (10%) higher, in the case of
buyback, or more than ten per cent (10%) lower, in the case of
sale, at the average price, weighted by volume, in the previous ten
(10) trading days.
Not applicable since the buy back of shares issued by the
Company will be carried out through transaction on a stock exchange
at market value.
7. Inform, if any, the impacts that trading will have on the
shareholding composition or the management structure of the
company.
There will be no impact on the management structure of the
Company as a result of the buyback of shares issued by the Company
nor will there be an impact on the shareholding composition since
the Company has a defined controlling stake.
8. Identify the counterparties, if known, and, in the event
that the counterparty is a party related to the company, as set out
in the accounting rules that cover this matter, also supply
information required by Article 8 of CVM Instruction No. 481 of
December 17, 2009.
The buyback of shares issued by the Company will be carried out
through transactions on a stock exchange and the counterparties are
unknown.
9. Indicate the use of the funds accrued, if
applicable.
Not applicable since, for the moment, the transactions will be
limited to the buyback of shares and not the sale of shares.
10. Indicate the final deadline for the settlement of the
authorized operations.
The final deadline for the settlement of the approved
transactions is November 30,
2020.
11. Identify institutions that will act as intermediaries, if
any.
The buybacks will be intermediated by Itaú Corretora de Valores
S.A., headquartered at Av. Brigadeiro Faria Lima, 3500, 3º andar,
Parte, in the city of São Paulo (State of São Paulo).
12. Specify the available funds to be used in accordance with
Article 7, Paragraph 1 of CVM Instruction No. 567 of
September 17, 2015.
On March 31, 2019, the funds
available for the buyback of the shares issued by the Company
reached:
- R$1,559,417,123.93 in Capital
Reserves; and
- R$22,849,664,493.90 in Statutory
Revenue Reserves.
13. Specify the reasons for which members of the board of
directors feel comfortable that the buyback of shares will not have
an adverse impact on the ability to comply with obligations assumed
with creditors or the payment of mandatory dividends, whether fixed
or minimum.
The Board of Directors understands that the settlement of the
buyback of own shares is compatible with the Company's financial
position and it does not foresee any impact on compliance with the
obligations assumed, considering that:
- The Company manages its liquidity reserves based on estimates
of the resources that will be available for investment, taking into
consideration the continuity of business in usual conditions.
Therefore, full payment ability is assured in relation to the
financial commitments assumed. For further details, please see the
Note "Cash and Cash Equivalents" in the Company's Financial
Statements on the Investor Relations website
(www.itau.com.br/relacoes-com-investidores).
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SOURCE Itaú Unibanco Holding S.A.