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Form 6-K Itau Unibanco Holding For: Sep 26

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September 26, 2016 10:21 AM EDT

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

For the month of September 2016

Commission File Number: 001-15276

 

Itaú Unibanco Holding S.A.

(Exact name of registrant as specified in its charter)

 

Itaú Unibanco Holding S.A.

(Translation of Registrant’s Name into English)

 

Praça Alfredo Egydio de Souza Aranha, 100-Torre Conceicao - CEP

04344-902 São Paulo, SP, Brazil

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F: x  Form 40-F: ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes: ¨  No: x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes: ¨  No: x

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes: ¨   No: x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-___________________. 

 

 

 

 
 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

  Itaú Unibanco Holding S.A.  
    (Registrant)  
         
         
Date: September 26, 2016 By: /s/ Marcelo Kopel  
    Name: Marcelo Kopel  
    Title: Investor Relations Officer  

  

  By: /s/ Eduardo Mazzilli de Vassimon  
    Name: Eduardo Mazzilli de Vassimon  
    Title: Chief Financial Officer  

  

  

 

 

 

EXHIBIT INDEX

 

99.1

REFERENCE FORM

 

 

 

Exhibit 99.1

 

 

   

 

 

Itaú Unibanco Holding S.A.

 

 

REFERENCE FORM

 

Base date: 12.31.2015

 

(in compliance with Attachment 24 of CVM Instruction No. 480 of December 7, 2009, or “CVM Instruction 480” and following its updates)

 

 

 

Identification Itaú Unibanco Holding S.A. a corporation enrolled with the Legal Entity Taxpayer’s Registry under CNPJ/MF No. 60.872.504/0001-23, with its incorporation documents duly filed with the Board of Trade of the State of São Paulo under NIRE No. 35.3.0001023-0, registered as a listed company before the Brazilian Securities Commission (“CVM”) under No. 19348 (“Bank” or “Issuer”).
   
Head office The Issuer’s head office is located at Praça Alfredo Egydio de Souza Aranha, 100 - Torre Olavo Setubal, in the City of São Paulo, State of São Paulo, CEP 04344-902.
   
Investor Relations Office The Bank’s Investor Relations area is located at Praça Alfredo Egydio de Souza Aranha, 100 - Torre Conceição   9th floor, in the City of São Paulo, State of São Paulo. The Investor Relations Officer is Mr. Marcelo Kopel. The phone number of the Investor Relations Department is (0xx11) 2794 3547, fax is (0xx11) 5019 8717 and e-mail is [email protected].
   
Independent Auditors of the Company PricewaterhouseCoopers Auditores Independentes for the years ended 12/31/2015, 12/31/2014 and 12/31/2013.
   
Underwriter Itaú Corretora de Valores S.A.
   
Shareholders Service The Issuer’s Shareholders’ Service is provided at the branches of Itaú Unibanco S.A., of which the head office is located at Praça Alfredo Egydio de Souza Aranha, 100 - Torre Olavo Setubal, in the City of São Paulo, State of São Paulo, CEP 04344-902.
   
Newspapers in which the Company divulges its information Oficial do Estado de São Paulo (Official Gazette of the State of São Paulo) and Valor Econômico.
   
Website https://www.itau.com.br/investor-relations Information included in the Company’s website is not an integral part of this Reference Form.
   
Date of last review of this Reference Form 09/22/2016 (originally presented on 05/31/2016)

 

 

 

   

 

 

Historical resubmission

 

Version   Reasons for resubmission   Date of update
         
V2   Update in items 12.1, 12.5/12.6, 12.7/12.8, 12.13, 15.8, 17.5 and 19.2   06/14/2016
         
V3   Update in item 12.13   06/16/2016
         
V4   Update in items 11.1, 11.2 and 17.5   08/02/2016
         
V5   Update in item 12.2   08/12/2016
         
V6   Update in items 12.5, 12.6, 12.7, 12.8 and 12.13   08/23/2016
         
V7   Update in item 5.1   09/02/2016
         
V8   Update in items 12.2, 17.1, 17.2, 17.3 and 17.5   09/22/2016

 

   

 

 

12.2. Describe the rules, policies and practices related to stockholders’ meetings, indicating:

 

a) call notice terms

 

According to Article 124, item II of Brazilian Corporate Law, the term for the first call for the stockholders’ meetings of publicly-held companies is fifteen days before the date of the meeting and, for the second call, eight days.

 

The Extraordinary Stockholders’ Meeting of September 14, 2016 was called with over 30 days in advance, in view of the Company’s voluntary adoption of the remote voting system, in line with the best market practices.

 

b) duties

 

It is incumbent upon the Annual General Stockholders’ Meeting to:

 

·amend the bylaws;

 

·appoint, elect and remove members of the Board of Directors ;

 

·appoint the members of the Fiscal Council;

 

·resolve upon the financial statements and the distribution and investment of profits;

 

·resolve upon the management report and the accounts of the Executive Board;

 

·establish the annual aggregate compensation of the members of the Board of Directors and the Executive Board;

 

·change the capital, provided that the authority of the Board of Directors to change the capital up to the limit of the authorized capital is observed, regardless of a statutory reform;

 

·resolve upon mergers, takeovers and spin-offs or any other forms of corporate restructuring;

 

·resolve upon retained earnings or the allocation to reserves; and

 

·resolve upon stock option plans of shares issued by the Issuer or its subsidiaries.

 

c) addresses (street or electronic) where the documents related to the stockholders’ meeting will be available to stockholders for analysis

 

The documents to be analyzed at the stockholders’ meetings are available to Stockholders on the Issuer’s investor relations website (www.itau.com.br/investor-relations), as well as on the website of the Brazilian Securities Commission (CVM) (http://www.cvm.gov.br) or on the website of BM&FBOVESPA (www.bmfbovespa.com.br). Stockholders may also request a copy of these documents via the e-mail address [email protected].

 

d) Identification and management of conflicts of interest

 

According to paragraphs 1 and 4 of Article 115 of Brazilian Corporate Law, stockholders cannot vote in meetings that are intended to resolve upon appraisal reports on assets used to form the capital, approval of their accounts as management members or any other resolution that could particularly benefit them, or where their interests are in conflict with those of the Issuer, under penalty of: (i) the resolution being voided, (ii) being held liable for the damages caused, and (iii) being required to transfer to the Issuer any advantages obtained.

 

   

 

 

e) Request for proxies by management for the exercise of voting rights

 

The availability of proxies was enabled by us according to Attachment 23 to CVM Instruction No. 481/09 for the sole purpose of offering an additional mechanism to facilitate the attendance of stockholders at the meetings. For the meetings held during the last three years, the proxy request was fully funded by the Issuer.

 

f) formalities necessary for accepting proxy instruments granted by stockholders, indicating whether the issuer requires or waives notarized signatures, notarization, consularization and sworn translation and if the issuer accepts proxies granted by stockholders via electronic means

 

The stockholders can be represented in annual general stockholders’ meetings by a proxy under the terms of Article 126 of Brazilian Corporate Law, provided that the proxy is bearing an identity document and the following documents that evidence the validity of their proxy (for documents issued overseas, the respective sworn translation, certified by the local consulate is required):

 

a) Legal entities – certified copy of the bylaws of the legal entity represented, evidence of the election of management members and the respective proxy with notarized signature;

 

b) Individuals – the proxy, with notarized signature.

 

It is not necessary for the corporate shareholder’s proxy to be a shareholder, an administrator of the Issuer, or an attorney.

 

In order to facilitate the work of the Stockholders’ Meetings, we suggested at the Extraordinary Stockholders’ Meeting of September 14, 2016 that the Stockholders represented by proxy holders had to submit, until 12 p.m. on September 13, 2016, a copy of the documents listed above by mail or by messenger to:

 

Itaú Unibanco - Gerência Paralegal de Assuntos Corporativos
Praça Alfredo Egydio de Souza Aranha, 100,
Torre Conceição, Piso Metrô - Parque Jabaquara
São Paulo (SP) - CEP 04344-902
or for e-mail to [email protected].

 

g) Formalities required for acceptance of a distance voting ballot, when sent directly to the Company, indicating whether the issuer requires or waives notarized signatures, notarization and consularization.

 

Stockholders wishing to vote by using the remote voting form may forward their voting instructions related to the matters to be resolved on at the Meeting:

 

·          by remote voting form forwarded directly to the Issuer; or

 

·          by completion instructions transmitted to their custody agents providing such service, in the case of Holders of shares deposited at a central depository.

 

Stockholders forwarding the voting form directly to the Issuer

 

Stockholders choosing to exercise their remote voting right may do so directly to the Issuer and are required to send the following documents:

 

(i)          a physical copy of the Remote Voting Form duly completed, initialized and signed (a sworn translation, certified by the local consulate, is not required for documents in foreign language); and

 

   

 

 

(ii)          ID document – for Legal Entities: a notarized copy of the articles of association/ bylaws, proof of election of management, and a notarized copy of the ID document of these representatives; for Individuals: a notarized copy of the ID document bearing the Stockholder’s picture. The respective consularized and sworn translation of documents produced abroad is required.

 

If they so prefer, Stockholders may forward digitalized copies of the documents referred to in (i) and (ii) above to e-mail [email protected], and, in this case, it is mandatory that they also forward the original copy of the voting form and the notarized copy of the other required documents. Specifically for the Extraordinary Stockholders’ of September 14, 2016, Stockholders had to forward such documents up to September 8, 2016 to:

 

Itaú Unibanco - Gerência Paralegal de Assuntos Corporativos
Praça Alfredo Egydio de Souza Aranha, 100, Torre Conceição, Piso Metrô
Parque Jabaquara, São Paulo (SP) - CEP 04344-902

 

After the documents referred to in (i) and (ii) above are received, the Issuer will notify the Stockholder that it has received and accepted them, in accordance with CVM Instruction 481/09.

 

If the voting form is forwarded directly to the Issuer, but it is not fully completed or does not include the supporting documents described in item (ii) above, this form will be disregarded, and this information will be forwarded to the Stockholder at the electronic address stated in the voting form.

 

After the voting term elapses, Stockholders will no longer be able to change the voting instructions sent. The last voting instruction submitted by the Stockholder will be the one included in the Issuer’s voting map.

 

Stockholders forwarding the form to the custody agents

 

Alternatively, Stockholders may choose to exercise their remote voting right through service providers, transmitting their voting instructions to their custody agents, subject to the rules determined by the latter. Stockholders should contact the custody agent to check the procedures established by such agents, as well as the documents requested accordingly.

 

Stockholders should transmit the form completion instructions to their custody agents within the period specified by the Issuer, except if otherwise stated by these agents. Specifically for the Extraordinary Stockholders’ meeting called for September 14, 2016, the period specified by the Issuer was September 8, 2016.

 

h) Whether the company makes available an electronic system to receive distance voting ballots or distance participation

 

For the Extraordinary Stockholders’ meeting held on September 14, 2016, the Issuer adopted the remote voting system, even though it was optional for 2016 and the matters to be resolved on at the Extraordinary Stockholders’ Meeting did not require the use of the remote voting form, in accordance with CVM Instruction 481/09, as amended by CVM Instruction 561/15.

 

i) Instructions for the stockholder or group of stockholders to include proposals for resolution, slates or applicants to members of the board of directors and fiscal council in the distance voting ballot.

 

For the first time, we adopted voluntarily the remote voting system for the Extraordinary Stockholders’ meeting of September 14, 2016, that addressed one single specific matter, that is, the proposed bonus shares. Accordingly, the inclusion of proposals related to resolutions, slates or applicants for the boards of directors and fiscal council did not apply to this meeting.

 

   

 

 

j) Whether the company will make available forums and pages on the Internet designed for receiving and sharing comments of stockholders on the meetings’ agendas

 

We have no forums designed for receiving and sharing stockholders’ comments on the meetings’ agendas. However, we make a channel available on the investor relations website (www.itau.com.br/investor-relations) so that stockholders can send suggestions, criticisms or doubts directly to the Board of Directors through the link “Contact IR” on the Investor Relations website: https://www.itau.com.br/investor-relations/itau-unibanco/contact-ir. In the field “Subject”, the Stockholder should select the option “Recommendations to the Board of Directors for Stockholders’ Meeting”

 

The Extraordinary Stockholders’ Meeting Manual, published on August 12, 2016, is available on our Investor Relations website at the specific link www.itau.com.br/_arquivosestaticos/RI/pdf/en/Manual_AGE_2016_eng.pdf.

 

k) Other information required to distance voting and exercise of the distant voting right

 

The Issuer has decided to voluntarily adopt the remote voting system for the Extraordinary Stockholders’ Meeting of September 14, 2016 related to the specific matter of the proposed share bonus. The information required for stockholders to exercise their remote voting right is included in the Meeting Manual.

 

This decision demonstrates our commitment to promote the best corporate governance practices, by encouraging all stockholders to exercise their voting right and the transparency in the market.

 

   

 

 

ITEM 17. CAPITAL

 

17.1. Prepare a table containing the following information on capital:

 

a) issued capital, separated by class and type

a) subscribed capital, separated by class and type

a) paid-up capital, separated by class and type

d) term for the payment of unpaid capital, separated by class and type

e) authorized capital, stating number of shares, value and authorization date

 

           Subscribed     
   Authorized capital   Issued capital   capital   Paid-up capital 
                 
In Brazilian reais   -    97.148.000.000,00    85.148.000.000,00    85.148.000.000,00 
In shares   8.784.600.000    6.582.307.543    5.983.915.949    5.983.915.949 
Common shares   4.392.300.000    3.351.744.217    3.047.040.198    3.047.040.198 
Preferred shares   4.392.300.000    3.230.563.326    2.936.875.751    2.936.875.751 
Date of the last authorization   09/14/2016    09/14/2016    04/27/2016    04/27/2016 
Term for the payment of capital that has not yet been paid up   -    -    -    - 

 

f) securities convertible into shares and conditions for conversion:

 

Not applicable

 

17.2. Capital increases

 

See information in item 17.5 of this Form.

 

   

 

 

17.3 - Information on splits, reverse splits and bonus shares

 

   Number of shares before approval (Unit)  Number of shares after approval (Unit)
Date of  Number of  Number of  Number of  Number of  Number of  Number of
approval  common shares  preferred shares  total shares  common shares  preferred shares  total shares
Bonus shares                  
09/14/2016  3.047.040.198  2.936.875.751  5.983.915.949  3.351.744.217  3.230.563.326  6.582.307.543
                   
Bonus shares                  
04/29/2015  2.770.036.544  2.760.796.137  5.530.832.681  3.047.040.198  3.036.875.751  6.083.915.949
                   
Bonus shares                  
04/23/2014  2.518.215.040  2.509.814.670  5.028.029.710  2.770.036.544  2.760.796.137  5.530.832.681

 

17.4. Information on capital reduction

 

No capital reduction.

 

   

 

 

17.5 Other relevant information

 

Item 17.1 Information - capital

 

The Annual and Extraordinary General Meeting held on April 27, resolved on the cancellation of 100,000,000 preferred book-entry shares, issued by the company and held as treasury stock, without reduction in the value of the capital stock, and acquired through the share Buyback Programs approved by the Board of Directors of the Company. This cancellation was approved by the Central Bank of Brazil on 06/07/2016.

 

I – Supplementary information related to changes in the Company’s capital that took place in the past three years.

 

Item 17.2 Capital increases

 

                             % in 
   Body that         Number of            Private or  relation to 
Date of  resolved on     Total amount of   securities  Issue   Payment     public  last 
resolution  the increase  Date of issue  increase   issued  price   method  Criterion  subscription  capital 
                                  
04/23/2014  Stockholders’ Meeting  04/23/2014   R$ 15,000,000,000.00   251,821,504 book-entry common shares 250,981,467 book-entry preferred shares 277,003,654   29.832759   Reserve capitalization and bonus shares  N/A  N/A   25,00 
04/29/2015  Stockholders’ Meeting  04/29/2015   R$ 10,148,000,000.00   book-entry common shares 276,079,614 book-entry preferred shares   18.348051   Reserve capitalization and bonus shares  N/A  N/A   13,53 
09/14/2016  Stockholders’ Meeting  09/14/2016   R$ 12,000,000,000.00   304,704,019 book-entry common shares 293,687,575 book-entry preferred shares   20.053757   Reserve capitalization and bonus shares  N/A  N/A   14,09 

 

   

 

 

II – Bonus Shares

 

At an Extraordinary General Meeting held on April 23, 2014, our stockholders approved the increase in capital stock in the amount of R$15,000,000,000.00 (fifteen billion reais), the said capital stock increasing from R$60,000,000,000.00 (sixty billion reais) to R$75,000,000,000.00 (seventy-five billion reais), through the capitalization of values recorded in Revenue Reserves of the Issuer.

 

The capital increase will be effected through a bonus in shares with the issue of 502,802,971 new shares, being 251,821,504 common and 250,981,467 preferred shares, which shall be granted to the holders of shares as a bonus in the proportion of 1 (one) new share of the same type for each 10 (ten) shares held, the shares held as treasury stock also to enjoy bonus rights. There will be no change in the distribution of dividends policy as a result of this approval. The transaction was approved by the Central Bank on May 19, 2014.

 

III – Bonus Shares

 

At an Extraordinary General Meeting held on April 29, 2015, our stockholders approved the increase in capital stock in the amount of R$10,148,000,000.00 (ten billion and one hundred forty-eight million reais), the said capital stock increasing from R$75,000,000,000.00 (seventy-five billion reais) to R$85,148,000,000.00 (eighty-five billion, one hundred and forty-eight million reais), through the capitalization of values recorded in Revenue Reserves of the Issuer.

 

The capital increase will be effected through a bonus in shares with the issue of 553,083,268 new shares, being 277,003,654 common and 276,079,614 preferred shares, which shall be granted to the holders of shares as a bonus in the proportion of 1 (one) new share of the same type for each 10 (ten) shares held, the shares held as treasury stock also to enjoy bonus rights. There will be no change in the distribution of dividends policy as a result of this approval. The transaction was approved by the Central Bank on June 25, 2015.

 

IV – Bonus Shares

 

At an Extraordinary General Meeting held on September 14, 2016, our stockholders approved the increase in capital stock in the amount of R$12,000,000,000.00 (twelve billion reais), the said capital stock increasing from R$85,148,000,000.00 (eighty-five billion, one hundred and forty-eight million reais) to R$97,148,000,000.00 (ninety-seven billion, one hundred and forty-eight million reais), through the capitalization of values recorded in Revenue Reserves of the Issuer.

 

The capital increase will be effected through a bonus in shares with the issue of 598,391,594 new shares, being 304,704,019 common and 293,687,575 preferred shares, which shall be granted to the holders of shares as a bonus in the proportion of 1 (one) new share of the same type for each 10 (ten) shares held, the shares held as treasury stock also to enjoy bonus rights. There will be no change in the distribution of dividends policy as a result of this approval. The transaction is pending of approbation by the Central Bank.

 

   


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