Convening Notice - Annual General Meeting and Extraordinary General Meeting of April 27, 2021
The Board of Directors of Itaú Unibanco Holding S.A. has announced the Annual General Stockholders' Meeting on April 27, 2021, at 11:00 a.m., and an Extraordinary Meeting at 11:10 a.m., to be held digitally. Key agenda items include reviewing the Management Report, financial statements for fiscal year 2020, and electing new Board members. The Extraordinary Meeting will focus on amending the Bylaws and consolidating them. Stockholders can access relevant documents on the company's Investor Relations website.
- The Annual General Meeting will address the examination of positive financial results for the fiscal year 2020.
- Shareholders have the opportunity to participate in voting and decision-making through a remote voting system.
- None.
SÃO PAULO, March 27, 2021 /PRNewswire/ -- The Stockholders of ITAÚ UNIBANCO HOLDING S.A. ("Company") are hereby invited by the Board of Directors to the Company's Annual General Stockholders' Meeting and Extraordinary General Stockholders' Meeting, to be held on April 27, 2021 respectively at 11:00 a.m. and 11:10 a.m., exclusively digital, with the purpose to:
At the Annual General Stockholders' Meeting – 11AM
1. take cognizance of the Management Report and the Report of Independent Auditors, the Opinion of the Fiscal Council, and the Summary of the Report of the Audit Committee and to examine, for resolution, the Financial Statements for the fiscal year ended December 31, 2020;
2. resolve on the allocation of net income for the fiscal year;
3. define the number of members that will comprise the Board of Directors and elect the members to the Board of Directors and the Fiscal Council for the next annual term of office. In accordance with the Brazilian Securities and Exchange Commission ("CVM") Instructions No. 165/91 and No. 282/98, for the adoption of a multiple voting process for election of members to the Company's Board of Directors, the requesting Stockholders should represent at least five percent (
4. resolve on the amount to be allocated for overall compensation of the members of the Board of Directors and the Board of Executive Officers, as well as the compensation of the Fiscal Council members.
At the Extraordinary General Stockholders' Meeting – 11:10 AM
1. amend the Bylaws in order to adjust items 9.1, 9.2 and 9.3, Article 10 and items 10.1 and 10.3 to provide for the Board of Executive Officers' new composition, as well as the new rule of representation of the Company; and
2. consolidate the Bylaws by including the amendments mentioned in item "1" above.
The full description of the matters proposed, as well as their justification, is found in the General Stockholders' Meetings' Manual.
The documents to be reviewed are available to Stockholders on the Company's Investor Relations website(www.itau.com.br/relacoes-com-investidores), as well as on the websites of the CVM (www.cvm.gov.br) and the B3 – Brasil, Bolsa, Balcão (www.b3.com.br). Stockholders may also request a copy of these documents via email relacoes.investidores@itau-unibanco.com.br.
These Meetings will be held online with the link and access instructions to be provided by the Company to stockholders who have sent the documents below by April 23, 2021, to the email drinvest@itau-unibanco.com.br:
a) Legal Entities: a notarized copy of the articles of association/bylaws, and proof of election of management members, duly registered with the proper trade board.
b) Individuals: A digital copy of the ID document bearing the Stockholder's picture.
Stockholders may be represented at the General Stockholders' Meeting by a proxy, in accordance with Article 126 of Law No. 6404/76, provided that this proxy sends an identity document and the documents listed below evidencing the validity of their proxy (we request that any documents issued abroad be consularized or apostilled and accompanied by the respective sworn translation). We clarify that it is not mandatory that the representative of the Legal Entity Stockholder be a Stockholder, a Company's management member or a lawyer.
a) Legal Entities: a notarized copy of the articles of incorporation/bylaws of the legal entity represented, proof of election of the members of the Board of Directors and the corresponding proxy with signature notarized by a notary's office.
b) Individuals: a proxy with signature notarized by a public notary's office.
To facilitate the running of the General Stockholders´ Meeting, the Company suggests that Stockholders represented by proxies send a copy of the documents listed above up to 12:00 pm Brasilia time of April 23, 2021 by email: drinvest@itau-unibanco.com.br.
To encourage Stockholders to participate in General Meetings, the Company has implemented a remote voting system, in accordance with CVM Instruction No. 481/09, as amended, making it possible for remote voting forms to be sent (i) directly to the Company, or (ii) to the Stockholders' custody agents, in the case shares are deposited at a central depository, or (iii) to Itaú Corretora de Valores S.A., the financial institution hired by the Company to provide bookkeeping services, according to the procedures outlined in the General Stockholders' Meeting's Manual.
São Paulo (SP), March 27, 2021.
RENATO LULIA JACOB
Group Head of Investor Relations and Market Intelligence
Itaú Unibanco – Comunicação Corporativa
(11) 5019-8880 / 8881 – imprensa@itau-unibanco.com.br
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SOURCE Itaú Unibanco Holding S.A.
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