ITAÚ UNIBANCO - MATERIAL FACT - STOCK BUYBACK PROGRAM

In This Article:

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:

(PRNewsfoto/Itaú Unibanco Holding S.A.)
(PRNewsfoto/Itaú Unibanco Holding S.A.)

(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  • For stockholders: (i) greater return in the form of dividends, since the shares bought back by the Company are withdrawn from the market and the payment of dividends is distributed over a lower number of shares; and (ii) increase in the percentage of interest of the stockholder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.