Stock Buyback Program
SÃO PAULO, Feb. 5, 2025
/PRNewswire/ -- ITAÚ UNIBANCO HOLDING S.A. informs its stockholders
that the Board of Directors, meeting on February 5, 2025, has resolved to:
(i)
terminate early, as of this date, the stock buyback program
approved at the Board meeting held on February 5, 2024, which would terminate on
August 4, 2025; and
(ii) approve
the new stock buyback program[1], to be effective as of this date
through February 5, 2026, authorizing
the purchase of up to 200,000,000 preferred shares issued by the
Company, with no reduction of capital.
The purposes of the new stock buyback program are to: (a) cancel
the shares issued by the Company, as the Board of Directors has
resolved on the allocation of R$3
billion out of the 2024 earnings for such purpose; and (b)
provide for the delivery of shares to employees and management
members of the Company and its controlled companies within the
scope of compensation models, long-term incentive plans and
institutional projects.
The stock buybacks will be carried out on stock exchanges at
market value and intermediated by Itaú Corretora de Valores
S.A.
The information contained in Attachment G to CVM Resolution No.
80/22, on the new stock buyback program, is included in Attachment
I.
Gustavo Lopes
Rodrigues
Investor Relations Officer
[1] According to Article 30, paragraphs 1 and 2 of Law No.
6,404/76 and CVM Resolution No. 77/22.
Attachment G to CVM Resolution No. 80/22
Trading of Own Shares
1. Justify in detail the purpose and expected economic
effects expected from the transaction:
Purpose
The purposes of the stock buyback process are to: (i)
cancel the shares issued by the Company and (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, long-term incentive plans and institutional
projects.
Economic Effects
The purchase of own shares (PoS) 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withdrawn from the market and the payment of dividends is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 these shares are
cancelled.
- For the Company: (i) optimization in the use of the funds
available for investment; and (ii) change in the capital ratio. In
the event of the buyback of the total shares within this program,
the financial amount spent will have no 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 4,805,548,560 preferred shares as of December 31, 2024.
Shares held as treasury stock: 28,030,833 preferred shares
as of December 31, 2024. No common
shares are held in treasury.
3. Inform the number of shares that may be bought back
or sold.
Up to 200,000,000 preferred shares may be purchased, with
no reduction of capital, equivalent to approximately 4.16% of the
4,805,548,560 preferred shares comprising the free float as of
December 31, 2024.
4. Describe the main characteristics of any derivative
instruments that the company may use in the future.
The Company will use no derivative instruments.
5. Describe any existing agreements or voting
instructions between the company and the counterparty to the
transactions.
Shares will be purchased through transactions on stock
exchanges and there are no voting instructions between the Company
and the counterparties to the transaction.
6. In the event that transactions 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 a buyback, or more than ten percent (10%) lower, in the
case of a 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 transactions on stock exchanges
at market value.
7. Inform any impacts that trading will have on the
stockholding composition or the management structure of the
company.
There will be no impact on the Company's management
structure as a result of the buyback of shares issued by the
Company nor will there be any impact on the stockholding
composition, since the Company has a defined controlling
stake.
8. Identify any known counterparties and, in the event
the counterparty is a party related to the company, as set out in
the accounting rules covering this matter, supply the information
required by Article 9 of CVM Resolution No. 81 of March 29, 2022.
The buyback of shares issued by the Company will be
carried out through transactions on stock exchanges, and
counterparties are unknown.
9. Indicate the use of the funds accrued, if
applicable.
Not applicable, since the transactions will be limited to
the buyback rather than the sale of shares.
10. Indicate the final deadline for the settlement of
authorized transactions.
The final deadline for the settlement of approved
transactions is February 5,
2026.
11. Identify any institutions that will act as
intermediaries.
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 any available funds to be used in
accordance with Article 8, § 1, of CVM Resolution No. 77 of
March 29, 2022.
On December 31, 2024, funds
available for the buyback of the shares issued by the Company
totaled:
R$2,729,449,196.88 in
Capital Reserves; and
R$106,865,398,265.16 in
Revenue Reserves.
13. Specify the reasons why members of the board of
directors feel comfortable that the buyback of shares will have no
adverse impact on the ability to comply with any obligations
assumed with creditors or the payment of mandatory, whether fixed
or minimum, dividends.
The Board of Directors understands that the settlement of
the buyback of own shares is compatible with the Company's
financial position and foresees no impact on the compliance with
the obligations assumed, considering that:
The Company manages its liquidity reserves based on
estimates of the funds that will be available for investment,
taking into consideration the business continuity in normal
conditions. Therefore, full payment ability is assured in relation
to 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
(https://www.itau.com.br/relacoes-com-investidores/en/).
Contact:
Itaú Unibanco – Comunicação Corporativa
(11) 5019-8880 / 8881
imprensa@itau-unibanco.com.br
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SOURCE Itaú Unibanco Holding S.A.
