ITAÚSA - INVESTIMENTOS ITAÚ S.A. CNPJ / A Publicly Listed Company NIRE

Transcription

1 ITAÚSA - INVESTIMENTOS ITAÚ S.A. CNPJ / A Publicly Listed Company NIRE DIVIDEND REINVESTMENT PROGRAM DRP (approved at the Meeting of the Board of Directors of November 12, 2018) 1. What is the Dividend Reinvestment Program (DRP)? The Dividend Reinvestment Program is one more service for you as stockholder of Itaúsa Investimentos Itaú S.A. ( ITAÚSA ) and/or Itaú Unibanco Holding S.A. ( ITAÚ UNIBANCO ). DRP allows you to automatically invest your dividends/interest in capital ( IOC ) in the purchase of preferred or common shares of the company of which you are a stockholder (ITAÚSA or ITAÚ UNIBANCO), thus increasing your stake in the capital of the same. This means that by adhering to DRP, you will grant the company the right to use the amount of dividends/ioc you decide should be credited to your current account for the acquisition of shares of ITAÚSA or ITAÚ UNIBANCO in the market. The acquisitions will be made through the B3 S.A. Brasil, Bolsa, Balcão ( B3, formerly the BM&FBOVESPA) through the intermediary of Itaú Corretora de Valores ( Itaú Broker ). It should be noted that DRP is an optional product. There will be no changes in the way your dividends will be credited to your account should you not wish to sign up to the Program. 2. What are the advantages of the DRP? The DRP provides you with: a) A secure, efficient, systematic and organized alternative for the purchase of shares of the participating companies (ITAÚSA and ITAÚ UNIBANCO); b) A combination of your offers to purchase shares with the offers of all the other stockholders of the same company who adhere to the DRP, permitting an increase in investment volumes and the consequent reduction in brokerage fees compared with the standard process for acquisition of shares; and c) A gradual increase in your stake in the company s capital and with this, an increase in the value of the dividends/ioc to which you have a right. 3. Who is eligible to the DRP? Any stockholder of ITAÚSA or ITAÚ UNIBANCO with a current account at Itaú Unibanco S.A., whether natural person or corporate entity except for those that are signatories of the Policies for Trading Securities issued by ITAÚSA or ITAÚ UNIBANCO and minors under the age of 18. If your shareholding position is with the Stock Exchange, you may also take part in the DRP. Just arrange for the transfer of your shares to Itaú Unibanco S.A. s Share Registration System through your Broker. 4. Can I reinvest the dividends/ioc for common and preferred shares? Yes. The amount of resources will come from the dividends/ioc (of ITAÚSA or ITAÚ UNIBANCO) that you are entitled to receive both from your common as well as your preferred shares. The Program will purchase preferred or common shares traded on the B3, according to your option when you sign up. DIVIDEND REINVESTMENT PROGRAM - DRP OF ITAÚSA - INVESTIMENTOS ITAÚ S.A.

2 5. Which dividends can I reinvest? You have three options for reinvesting dividends/ioc: a) to reinvest just the monthly or quarterly dividends/ioc; b) to reinvest just the extraordinary (complementary) dividends/ioc; or c) to reinvest both dividends/ioc. The choice of dividends/ioc to be included in the DRP should be decided at the moment you sign up to the Program, although this can be changed at any time. 6. Can I choose the percentage of dividends/ioc that I want to reinvest? Yes. You can choose a percentage which varies from 10% to 100% (in multiples of 10) of the dividends chosen for the reinvestment. You can change this whenever you want. 7. Are there financial limits for these investments? There are no maximum limits for investment. As to minimum values, this should be sufficient to acquire at least 1 (one) preferred or common share of ITAÚSA or ITAÚ UNIBANCO, as applicable. Check out the example for reinvestment of 100% of the dividends below: Example Number of Shares Total Dividends/IOC Paid (a) (R$) Value of One Share (R$) (a)(b) Remaining Resources (R$) (c) , , (a) The data is for comparison purposes and does not correspond to market reality. (b) Includes a brokerage fee and other commissions charged by B3 (formerly BM&FBovespa). (c) Are the funds that will be credited to your account following the acquisition of shares. Example 1 represents a situation in which the amount of dividends/ioc received is insufficient for the acquisition of new shares, consequently remaining resources being credited to the stockholder s account. Example 2 represents a situation in which the amount of dividends/ioc received is sufficient for the acquisition of one new share and the remaining resources will be credited to the stockholder s account. Example 3 represents a situation in which the amount of dividends/ioc received is sufficient for the acquisition of two new shares with no funds remaining. 8. How to register for the program? Registration can be made through Itaú Bankline, following the path: Investments > Shares > Dividend Reinvestment Program > Adherence to the Program. Access the Adherence to the Program item, choose the company to which you want to adhere (ITAÚSA or ITAÚ UNIBANCO), the reinvestment option, the type of shares acquired, the dividend option and the percentage (%) you want to reinvest and confirm with the password of your current account card. Itaú Bankline can be accessed through An example of the Adherence Agreement can be found at the end of this document. If you are a stockholder of the companies with DRP (ITAÚSA and ITAÚ UNIBANCO): adherence is only permitted for stockholders that are also Itaú Unibanco S.A. current account holders. Should you not have Bankline access, call Stockholders Services Department: Capital cities and metropolitan regions: Other localities: DIVIDEND REINVESTMENT PROGRAM - DRP OF ITAÚSA - INVESTIMENTOS ITAÚ S.A. 2

3 9. What is the methodology for purchasing shares? On adhering to the DRP, you sign an agreement with Itaú Corretora in which you authorize the dividends/ioc to which you are entitled to be used for purchasing new preferred or common shares of ITAÚSA or ITAÚ UNIBANCO, as applicable. The total amount of the dividends/ioc for all those that sign up to the DRP will be used automatically for executing the purchase orders of the shares of the participating companies in up to 2 (two) business days from the date the dividends/ioc amount becomes available. The companies shares trading on B3 will be acquired at the average purchase price. Purchased shares as well as the remaining balance of dividends/ioc not used in the purchase (or that is, insufficient for the acquisition of one share), will be made available to the respective stockholders by the 5 th business day from the date of payment of the dividends/ioc. Itaú Corretora will send a trade confirmation showing amounts and fees that have been collected on all executed operations. 10. What are the costs I will have to bear? The operations for acquisition of shares are subject to brokerage fees to be charged by Itaú Corretora as well as mandatory commissions collected by B3. One of the major advantages of DRP for the stockholders of ITAÚSA and ITAÚ UNIBANCO is that Itaú Corretora offers a reduced brokerage fee for acquisitions of shares. The brokerage fee to be collected from all DRP participants is fixed at 0.25% and the mandatory commission of B3 is 0.035%, both based on investment volume. 11. Where will the shares acquired through this Program be deposited? The shares acquired on the Stock Exchange will be recorded in your account in the Itaú Share Registration system. 12. Can I buy and sell shares freely? Yes. The shares acquired through the DRP will be free for trading. 13. Can I use any broker to reinvest my dividends/ioc? No. The purchase of shares through the DRP of ITAÚSA and ITAÚ UNIBANCO will only be possible through Itaú Corretora, as per the example in the Adherence Agreement attached. However, there is nothing preventing you from continuing to work with the broker of your choice in the purchase and sale of your shares although purchases under the DRP at reduced brokerage fees is exclusive to Itaú Corretora. 14. How can I track the number of shares I hold? Nothing changes. You will continue receiving the Statement of Account normally at the address given in your stockholder registration details whenever you move your shares or in the event of corporate actions such as a share bonus, stock split, exercised subscription as recorded in Itaú Unibanco S.A. s share registration system. And at any time, you may also consult the balance in shares and share movement through Bankline by following the path: Investments / Shares. 15. How can I terminate or alter the conditions of the program? To alter your dividend reinvestment option, just access Itaú Bankline. Should you have any questions, please contact Stockholders Services Department (please see a complete list of services departments in item 16). DIVIDEND REINVESTMENT PROGRAM - DRP OF ITAÚSA - INVESTIMENTOS ITAÚ S.A. 3

4 If you decide to terminate the program, we shall need prior notice of 15 (fifteen) business days before date of payment of the dividends/ioc, so that reinvestment can cease. Cancellation of adherence can also be made through Itaú Bankline itself in the corresponding option. Any doubt, please call the Stockholders Services department: Capital cities and metropolitan regions: Other localities: Contacts Should you not have access to Bankline, please call the Stockholders Services Department: Capital cities and metropolitan regions: Other localities: (*) On business days, from 9 a.m. to 8:00 p.m. For your security, calls are recorded. SPECIALIZED BRANCHES FOR STOCKHOLDERS SERVICES Rio de Janeiro - RJ Av. Almirante Barroso, 52, 2º andar, Centro São Paulo - SP Rua Boa Vista, 176, 1º Subsolo Centro 17. Adherence Agreement - Example AGREEMENT FOR REINVESTMENT OF DIVIDENDS AND INTEREST ON CAPITAL PAID BY COMPANY X ITAÚ CORRETORA DE VALORES S.A. ("Itaucor") Address Avenida Engenheiro Armando de Arruda Pereira, 707, City São Paulo CNPJ / State SP CEP And Name of Stockholder da COMPANY X Address City Designated Stockholder CPF: District State 1. PRELIMINARY INFORMATION 1.1. COMPANY X, with registered offices at Rua X, nº X,, São Paulo, SP, CNPJ nº / , the institutor of the Program (definition in subitem 1.4) Shares: shares of the COMPANY X, held by the Stockholder and maintained in a shares depositary account at Itaucor, not covering shares deposited in other institutions up to the date on which the stockholders of COMPANY X received the right to dividends or interest on capital Dividends/IOC: the dividends or interest on capital to be paid by COMPANY X to the Stockholder, corresponding to their Shares Program the Program for the reinvestment of Dividends/IOC distributed by COMPANY X. 2. WHEREAS (a) Itaucor renders book entry services for shares of the COMPANY X and executes payment of Dividends/IOC of this corporation to its beneficiaries; (b) the parties agree as follows: DIVIDEND REINVESTMENT PROGRAM - DRP OF ITAÚSA - INVESTIMENTOS ITAÚ S.A. 4

5 3. PURPOSE 3.1. Itaucor shall reinvest automatically for the Stockholder, independently of any new request by the latter, the resources of Dividends/IOC paid by COMPANY X to the Stockholder effective from the date of this agreement in the proportion indicated by the Stockholder in subitem The reinvestment shall consist of the acquisition at market price of Preferred (PN) or Common (ON) Shares of COMPANY X, designated PN/ON Shares, on the stock market through the intermediary of Itaucor, pursuant to the following: ( ) Preferred Shares (PN) ( ) Common Shares (ON) The reinvestment shall cover the resources arising from the payments of normal or special Dividends/IOC at the option of the Stockholder below, discounting the remuneration pursuant to item 5: ( ) normal, (quarterly) dividends, with % (percent) for reinvestment; ( ) special (extraordinary), with % (percent) for reinvestment The Stockholder may alter the above mentioned option in subitem 3.3 through signature to a new agreement, which shall automatically replace the preceding agreement from the date that this new agreement becomes effective; 3.5. The resources derived from Dividends/IOC shall only be reinvested that: (i) are free and clear of any onus or encumbrance; and (ii) have not been used for payment to subscribe new shares of COMPANY X The reinvestment shall only be executed when the amount of the Dividends/IOC to be reinvested is sufficient for the acquisition of, at least, 1 (one) PN Share or 1 (one) ON Share of COMPANY X and for the payment of the remuneration set forth in item 5, pursuant to the type of shares which the Stockholder has chosen to acquire. 4. PROCEDURES 4.1 Itaucor shall purchase PN/ON Shares for the Stockholder with the resources from the payout of the Dividends/IOC in the proportion indicated by the Stockholder in subitem In the event that it is not possible to comply with the purchase order due to the low level of liquidity of the Share or for any other justifiable reason, the resources shall be restituted to the Stockholder WITHOUT REMUNERATION OR MONETARY RESTATEMENT, within 5 (five) business days from the date on which Itaúsa paid out the Dividends/IOC, through a credit entry to his current account indicated in the registration data for stockholders of COMPANY X with Itaucor When executing the order, in the event of any remaining Stockholder resources albeit insufficient to fulfill the purchase order of at least one share of COMPANY X, these resources shall be restituted under the same conditions as in the preceding subitem As per the norm in effect, share purchase operations up to the limit of R$5, (five thousand reais) shall be registered with the stock exchange in which the purchase order was transacted in a special account Itaucor shall realize the book entry procedure for the PN/ON Shares purchased in COMPANY X s shares depositary account in the name of the Stockholder and shall supply him with a statement of account for the shares. The amount and number of PN/ON Shares purchased shall be detailed in the Trade Confirmation to be sent by Itaucor to the Stockholder. 5. REMUNERATION 5.1. The STOCKHOLDER SHALL PAY ITAUCOR 0.25% AS A BROKERAGE FEE AND 0.035% WITH RESPECT TO THE PASSING ON OF THE COMMISSIONS COLLECTED BY B3 FOR THE AMOUNT OF THE SHARE ACQUISITION OPERATIONS By way of payment, the amount of the remuneration shall be discounted by Itaucor from the resources of the Dividends/IOC, placed at his disposal as described in item RESPONSIBILITY 6.1. Itaucor is responsible for remedying any damages caused to the Stockholder as a result of deficiencies in rendering services related to the purchasing of Shares pursuant to this agreement. Damages shall be reimbursed through the deposit of the amount in Reais in the current account indicated in subitem 4.2 above by the institution which causes such damages. 6.2 Should the PN/ON Shares acquired by the Stockholder have not been delivered on the agreed date, Itaucor shall adopt all possible measures to ensure delivery and should this prove impossible, Itaucar shall deposit the amount in Reais in the aforementioned current account in subitem 4.2., monetarily restated as from the date on which the delivery should have been executed until the date of deposit, plus annual delayed interest charges of 12% (twelve percent) and a penalty fee of 2% (two percent), collected on the acquisition amount of the Shares. 7. DURATION 7.1. This agreement shall run for an indeterminant period and shall come into full force and effect up to 15 (fifteen) DIVIDEND REINVESTMENT PROGRAM - DRP OF ITAÚSA - INVESTIMENTOS ITAÚ S.A. 5

6 days from signature date This agreement may be cancelled without onus by any of the parties, through a written notice of 15 (fifteen) days This agreement shall be extinguished in the event that COMPANY X terminates the Program, an event which shall be notified by Itaucor to the Stockholder During the termination period, the parties shall continue to fulfill their obligations, albeit the terminating party, at its discretion, waiving the requirement of the terminated party to fulfill its obligations. 8. TERMINATION 8.1. This agreement may be terminated at the criterion of the innocent or aggrieved party under the following circumstances: a. if any party fails to perform an obligation pursuant to this agreement and, after having been notified in writing by the other party, fails to indemnify the aggrieved party for substantiated damages caused, within a period of (five) days, as from receiving the said notification, when it is no longer possible to fulfill the obligation or its fulfillment no longer satisfies the interests of the aggrieved party; and b. irrespective of prior notification, if any of the parties has a negotiable instrument legitimately protested or enters a regime of intervention or judicial or extrajudicial liquidation, or moratorium. 9. RISKS 9.1. THE STOCKHOLDER DECLARES COGNIZANCE OF THE RISKS OF REALIZING INVESTMENTS IN SHARES, WHICH CAN PRESENT NEGATIVE OSCILATIONS IN THEIR MARKET PRICES RESULTING IN A LOSS FOR THE STOCKHOLDER. 10. DECLARATIONS The Stockholder declares that he is cognizant of the contents of CVM Instruction 505 of September 27, 2011, and pursuant to them, declares that a. he does not operate as an investment fund, investment club or securities portfolio administrator/manager; b. the nature and purpose of the business relationship of the Stockholder with Itaú Corretora shall encompass operations in the regulated securities markets; c. undertakes to notify within a term of 10 (ten) days, any alteration in the registration data informed, including the revoking of a power of attorney, if applicable; d. there is no impediment preventing him from operating in the securities market; e. orders transmitted in writing, by electronic systems or telephone and other systems of voice transmission are valid; f. electronic mail is a valid form of correspondence between Stockholder and Itaú Corretora, being considered written communications sent through the addresses of the Stockholder, of any representative or person authorized by the Stockholder; g. the information provided by the Stockholder on risk profile and financial knowledge to any entity of the Itaú Unibanco Holding S.A. conglomerate shall form an integral part of his registration details at Itaú Corretora, where applicable; h. should this Agreement have been signed by a proxy, the latter declares that he has full powers to assume all the commitments and grant all authorizations pursuant to this Agreement in the name of the Stockholder; i. he authorizes Itaú Corretora and the corporations of the Itaú Unibanco Holding S.A. conglomerate at any time, to supply any information to which these companies have access relative to any banking, credit or investment relationship with respect to this Agreement, to the domestic and foreign authorities as required pursuant, to the domestic, foreign or international legislation which applies to the Stockholder; j. he is not a person bound to a Securities Broker, or, if the case, it is only to Itaucor, understanding a person bound to a Securities Broker as the managers, staff, operators and other employees which perform activities of intermediation or operational support, autonomous agents, other professionals, which retain with the broker, a service agreement directly related to the activity of intermediation or operations support, natural persons who are directly or indirectly controllers or who participate in the corporate control of the broker or spouses, partners and minors, children of the person listed in this item; and, k. the information supplied for the completion of this Agreement and the documents delivered to Itaú Corretora for the opening of the registration is true The Stockholder declares further that he agrees and is cognizant that the Shares of his ownership held in book entry form by Itaú Corretora do not comprise his investment portfolio for the purposes of analysis of his investment profile on the part of Itaucor and/or Itaú Unibanco, such that his investment profile is not analyzed/considered when executing dividends/ioc reinvestment operations. DIVIDEND REINVESTMENT PROGRAM - DRP OF ITAÚSA - INVESTIMENTOS ITAÚ S.A. 6

7 11. TOLERANCE The tolerance of one of the parties of noncompliance with any obligation by the other party shall not mean disclaimer to the right of requiring compliance with the obligation, neither forgiveness or change of what has been agreed. 12. JURISDICTION The parties elect the courts of the Jurisdiction of the Capital of the State of São Paulo, at its discretion the party promoting the action being permitted to opt for the jurisdiction of courts in the domicile of the Stockholder. São Paulo, (...). I HAVE READ THIS AGREEMENT AND HAVE NO DOUBTS AS TO ANY OF ITS CLAUSES Stockholder Itaú Corretora de Valores S.A. DIVIDEND REINVESTMENT PROGRAM - DRP OF ITAÚSA - INVESTIMENTOS ITAÚ S.A. 7