ITAÚ UNIBANCO - MATERIAL FACT - BONUS SHARES

Rhea-AI Summary

Itaú Unibanco has announced significant changes approved by its Board of Directors on February 5, 2025. The company will increase its subscribed and paid-in capital by R$33.33 billion, from R$90.73 billion to R$124.06 billion, through capitalization of revenue reserves.

The company will issue 980,413,535 new bonus shares (495,829,036 common and 484,584,499 preferred shares) to be distributed free of charge to stockholders in a 1:10 ratio. Shareholders of record as of March 17, 2025, will receive one new share for every ten shares held. The new shares will begin trading ex-bonus on March 18, 2025, and will be included in stockholders' positions on March 20, 2025.

Monthly dividends will remain at R$0.015 per share, effectively increasing total monthly payments by 10% after the bonus shares distribution. The cost basis for the bonus shares is set at R$34.00 per share. ADR holders will receive the same 1:10 bonus ratio in the U.S. market.

Positive

• Capital increase of R$33.33 billion strengthening company's financial position
• 10% increase in total monthly dividend payments to shareholders
• Free distribution of bonus shares to existing shareholders
• Maintenance of monthly dividend rate at R$0.015 per share

Negative

• None.

Insights

Financial Analyst

This capital restructuring announcement from Itaú Unibanco represents a strategic move to optimize its capital structure while rewarding shareholders. The R$33.3 billion capital increase through revenue reserve capitalization demonstrates the bank's robust financial position and accumulated profits.

The 10% bonus share issuance will enhance market liquidity by increasing the total share count by 980.4 million shares, making the stock more accessible to retail investors while maintaining proportional ownership for existing shareholders. This move typically helps improve trading volumes and market depth.

The decision to maintain the R$0.015 per share monthly dividend is particularly noteworthy, as it effectively translates to a 10% increase in total dividend distributions after the bonus shares are included. This reflects strong commitment to shareholder returns while maintaining sustainable payout levels. The guaranteed minimum annual dividend of R$0.022 for preferred shares provides additional security for preferred shareholders.

The simultaneous bonus share issuance for ADR holders maintains parity in the international markets, ensuring equal treatment for both domestic and foreign investors. The R$34.00 cost basis assigned to the bonus shares provides clear tax guidance for shareholders, though institutional investors using the equity method will have different considerations.

This capital restructuring aligns with best practices among leading Brazilian financial institutions, potentially setting a benchmark for the sector. The careful attention to fractional shares through the auction mechanism and the extended period for position adjustments demonstrates strong corporate governance and shareholder consideration.

SÃO PAULO, Feb. 5, 2025 /PRNewswire/ -- ITAÚ UNIBANCO HOLDING S.A. ("Company") announces to its stockholders and the general market that its Board of Directors, meeting on February 5, 2025, has approved the following proposals:

1.  Increase of the subscribed and paid-in capital within the limit of the authorized capital provided for in the Company's bylaws: in the amount of R$33,334,060,190.00 (thirty-three billion, three hundred and thirty-four million, sixty thousand, one hundred ninety Brazilian reais) from R$90,729,000,000.00 (ninety billion, seven hundred and twenty-nine million Brazilian reais) to R$124,063,060,190.00 (one hundred twenty-four billion, sixty-three million, sixty thousand, one hundred ninety Brazilian reais), with the capitalization of amounts recorded in the Company's Revenue Reserves – Statutory Reserves.

2. Ten percent (10%) Bonus Shares: capital will be increased with the issue of 980,413,535 new book-entry shares, with no par value, of which 495,829,036 common and 484,584,499 preferred shares, to be attributed free of charge to the Company's stockholders, as a bonus, in the proportion of 1 (one) new share of the same type for every 10 (ten) shares held, with treasury shares also included as bonus shares.

2.1. Base Date: holders of shares in the stockholding position at the end of March 17, 2025, will be entitled to the share bonus.

2.2. Trading: new shares will be released for trading "ex" bonus rights as of March 18, 2025, it being certain that these new shares will be included in the stockholders' position on March 20, 2025.

2.3. Right of Bonus Shares: the new shares will be fully entitled to the earnings to be declared as of March 20, 2025, under the same terms as the common and preferred shares of the Company, as applicable.

2.4. Dividends: monthly dividends will be kept at R$0.015 per share, so that the total amounts monthly paid by the Company to stockholders will be increased by 10% (ten percent) after the inclusion of the bonus shares in the stockholding position. The minimum annual dividend guaranteed to preferred shares will also be kept at R$0.022 per share.

2.5. Auction of Share Fractions: bonus shares will always be issued in whole numbers.

After the period from February 06, 2025, to March 17, 2025 elapses, any remaining fractions arising from the bonus shares will be separated, grouped in whole numbers and sold at auction at B3 S.A. – Brasil, Bolsa, Balcão, and the net proceeds from this sale will be made available to the holders of these fractions at a date to be informed by the Company in due time.

Therefore, stockholders holding common and/or preferred shares of the Company in a number that is not a multiple of ten (10) and who wish, at their free and exclusive discretion, to adjust their stockholding positions in multiples of ten (10), may, in the aforementioned period: (i) trade in the secondary market; (ii) transfer through accounts held by the same holder at different brokers; and/or (iii) transfer, by trading in the private environment of a non-organized over-the-counter market (transactions not registered at B3 ), the number of shares required to receive the bonus shares in whole numbers.

2.6. Cost of Bonus Shares: the cost attributed to the bonus shares is R$34.00 per share, in accordance with Article 58, paragraph 1, of Regulatory Instruction No. 1,585/15 of the Federal Revenue Service, as well as Article 843, paragraph 1, of the Income Tax Regulation /18, and Article 10, paragraph 1, of Law No. 9,249/95¹.

2.7. Foreign Market: simultaneously with the transaction in the Brazilian market and in the same proportion, the securities traded in the U.S. market (ADR – American Depositary Receipt) will also be issued shares bonus at ten percent (10%), so that investors will receive one (1) new ADR for every ten (10) ADRs held as of the base date. Accordingly, ADRs will continue to be traded at the proportion of one (1) preferred share of the Company for one (1) ADR.

For any clarifications that may be required, please access the Company's investor relations website (https://www.itau.com.br/relacoes-com-investidores/en/).

São Paulo (SP), February 5, 2025.
Gustavo Lopes Rodrigues
Investor Relations Officer

¹ This cost is not attributable to stockholders who value their equity interest in the Company by using the equity method.

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.

FAQ

When will ITUB shareholders receive their bonus shares?

Shareholders of record as of March 17, 2025, will receive their bonus shares, which will be included in stockholders' positions on March 20, 2025.

What is the ratio of ITUB's bonus share distribution?

Shareholders will receive 1 new share for every 10 shares held, representing a 10% bonus share distribution.

How much will ITUB's capital increase after the bonus shares issuance?

The capital will increase by R$33.33 billion, from R$90.73 billion to R$124.06 billion.

Will ITUB's monthly dividend amount change after the bonus shares?

The dividend per share will remain at R$0.015, but total monthly payments will increase by 10% due to the additional shares.

What is the cost basis for ITUB's bonus shares?

The cost basis for the bonus shares is set at R$34.00 per share.

How will ITUB handle fractional shares from the bonus distribution?

Fractional shares will be grouped and sold at auction at B3, with net proceeds distributed to holders of these fractions.