SÃO PAULO, Feb. 5, 2024
/PRNewswire/ -- ITAÚ UNIBANCO HOLDING S.A. informs its
stockholders that the Board of Directors, meeting on February 5, 2024, has resolved to:
(i) terminate early, as of this date, the buyback program
of own stock approved at the Board meeting held on August 25, 2022, which would terminate on
February 24, 2024; and
(ii) approve the new stock buyback program, to be
effective as of this date, authorizing the buyback of up to
75,000,000 preferred shares issued by the Company, with no
reduction in capital, to be held in treasury, cancelled or replaced
in the market, in accordance with Article 30, §§ 1 and 2, of the
Brazilian Corporate Law (Law No. 6,404/76) and CVM Resolution No.
77/22.
The potential purposes of the stock acquisition process are: (i)
maximize the allocation of capital through the efficient
application of available funds; (ii) provide for the delivery of
shares to employees and management members of the Company and its
controlled companies within the scope of compensation models and
long-term incentive plans; (iii) provide for the delivery of shares
to employees within the scope of institutional projects, such as
incentives to innovation and efficiency; and/or (iv) use these
purchased shares in any business opportunities that may arise in
the future.
These buybacks, if any, will be carried out through stock
exchanges in the period from February 5,
2024 to August 4, 2025, at
market value and intermediated by Itaú Corretora de Valores S.A.,
headquartered at Brigadeiro Faria Lima, 3500, 3º andar (parte) in
the city and state of São Paulo.
The information contained in Attachment G to CVM Resolution No.
80/22, on the new stock buyback program, is included in Attachment
I.
RENATO LULIA
JACOB
Group Head of Investor Relations and Market
Intelligence
ATTACHMENT I
Itaú Unibanco Holding
S.A.
ATTACHMENT G TO CVM
RESOLUTION No. 80/22
(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 to: (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 compensation models and
long-term incentive plans; (iii) provide for the delivery of shares
to
employees within the scope of institutional projects, such as, 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 bought back 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: 402,586,896 common shares and
4,807,805,211 preferred shares listed as of December 31, 2023.
Shares held as treasury stock: 27,436,671 preferred shares as of
January 31, 2024. There are no common
shares held in treasury.
3.
Inform the number of shares that may be acquired or sold.
Up to 75,000,000 preferred shares may be bought back without the
reduction of capital, equivalent to approximately 1.56% of the
4,807,805,211 preferred shares comprising the free float, as of
December 31, 2023.
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 agreements or existing voting instructions
between the company and the counterparty to the transactions, if
any.
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 percent
(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 buyback 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 9th of CVM Resolution
No. 81, of March 29, 2022.
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 August 04, 2025.
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, 3rd floor
(parte), in the city of São Paulo (State of São Paulo).
12. Specify the available funds to be used in
accordance with Article 8, §
1st, of CVM Resolution No. 77 of
March 29, 2022.
On December 31, 2023, the funds available for the buyback
of the shares issued by the Company
reached:
R$ 2,617,406,396.82 in Capital
Reserves; and
R$ 93,728,781,179.43 in 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/en/).
Itaú Unibanco Holding S.A.
A
Publicly-Held Company
CNPJ 60.872.504/0001-23
NIRE 35300010230
CONTACT:
Itaú Unibanco – Comunicação Corporativa
Phone: (11) 5019-8880 / 8881
E-mail: imprensa@itau-unibanco.com.br
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SOURCE Itaú Unibanco Holding S.A.