| Amount Previously Paid: | | | N/A | | | Filing Party: | | | N/A | |
| Form or Registration No.: | | | N/A | | | Date Filed: | | | N/A | |
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Exhibit No.
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| |
Description
|
|
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(a)(1)(A)
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| | U.S. Offer to Purchase, dated June 6, 2023.* | |
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(a)(1)(B)
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| | | |
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(a)(1)(C)
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(a)(1)(D)
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THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:30 P.M., NEW YORK CITY TIME, ON JULY 5, 2023, UNLESS THE U.S. OFFER IS EXTENDED.
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| Purchaser: | | | ITB Holding Brasil Participações Ltda., a limited liability company organized under the laws of the Federative Republic of Brazil (“Purchaser”). Purchaser is an indirect wholly owned subsidiary of Itaú Unibanco Holding S.A., a company organized under the laws of the Federative Republic of Brazil (“IUH”). See “The U.S. Offer — Section 8. Certain Information Concerning IUH and Purchaser” in this U.S. Offer to Purchase. | |
| Dual Offer Structure: | | | Purchaser is offering to purchase through concurrent tender offers in the U.S. and in Chile, for the same price and on substantially the same terms, (1) any and all outstanding common shares, no par value per share (the “Common Shares”), of Banco Itaú Chile (formerly known as Itaú Corpbanca), a publicly-traded special banking corporation (sociedad anónima especial bancaria) organized under the laws of the Republic of Chile (the “Company”); and (2) any and all outstanding American Depositary Shares (each of which represents one-third of one Common Share) of the Company (the “ADSs,” and together with the Common Shares, the “Shares”), in each case other than any Shares owned directly or indirectly by IUH and/or its affiliates. | |
| The U.S. Offer: | | |
The U.S. Offer is directed to:
(1) all U.S. holders (within the meaning of Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), which defines a U.S. holder as “any security holder resident in the United States”) of Common Shares; and
(2) all holders of ADSs, wherever located.
|
|
| The Chilean Offer: | | | The Chilean Offer is directed to all holders of Common Shares, but not holders of ADSs. Non-U.S. holders will not be permitted to tender their Common Shares in the U.S. Offer but may tender their Common Shares into the Chilean Offer. ADSs (whether or not held by U.S. holders) may only be tendered in the U.S. Offer. However, holders of ADSs may surrender their ADSs and obtain delivery of the underlying Common Shares registered in the name of that holder and tender such Common Shares into the Chilean Offer. | |
| U.S. Offer Price: | | | 8,500.00 Chilean pesos in cash per Common Share (which is equivalent to approximately U.S.$10.56 based on an exchange rate of Ch$804.60 per U.S$1.00, the exchange rate between Chilean pesos and U.S. dollars published by the Central Bank of Chile in the Official Gazette of Chile on June 2, 2023) and 2,833.3333 Chilean pesos in cash per ADS (which is equivalent to approximately U.S.$3.52 based on an exchange rate of Ch$804.60 per U.S$1.00, the exchange rate between Chilean pesos and U.S. dollars published by the Central Bank of Chile in the Official Gazette of Chile on June 2, 2023), in each case validly tendered and not withdrawn, in each case payable in U.S. dollars without interest and less (1) any applicable brokerage fees and commissions and (2) applicable withholding taxes, upon the terms and subject to the conditions set forth in this U.S. Offer to Purchase and other related materials, including the Common Share Acceptance Form, the ADS Letter of Transmittal and the ADS Notice of Guaranteed Delivery. | |
| | | | The price offered for Common Shares in the Chilean Offer is the same on a per Common Share basis as the U.S. Offer Price, payable in Chilean pesos under the terms described in the prospectus relating to the Chilean Offer. | |
|
Settlement of the U.S. Offer Price:
|
| | The U.S. Offer Price for Shares accepted for payment pursuant to the U.S. Offer will be settled in U.S. dollars and will be paid to holders of Shares, less the amount of any fees or commission, expenses and withholding taxes that may be applicable to such holders. The U.S. Offer Price paid to holders of Shares will be converted into U.S. dollars based on the Observed Exchange Rate (as defined below), published by the Central Bank of Chile in the Official Gazette of Chile two Chilean business days immediately prior to the Settlement Date (as defined below). All payments to tendering holders of Common Shares and ADSs pursuant to the U.S. Offer will be rounded to the nearest whole U.S. cent. On the third Chilean calendar day after the expiration date for the Chilean Offer, Purchaser will publish an advertisement in two Chilean newspapers, El Líbero and El Mostrador, announcing the results of the Offers. All payments for Shares accepted for purchase pursuant to the Offers will be made within four Chilean business days following the announcement of the results of the Offers (the date of such payment, the “Settlement Date”). | |
| Conditions: | | | The Offers are subject to the same conditions. Neither the U.S. Offer nor the Chilean Offer is conditioned upon the tender of a minimum number of Common Shares (including Common Shares represented by ADSs) or upon the receipt of any financing. However, our obligation to purchase Shares in the U.S. Offer is subject to the other conditions set forth in “The U.S. Offer ― Section 11. Conditions to the U.S. Offer.” We will not be required to accept or pay for any Shares that have been tendered pursuant to the U.S. Offer if certain events or circumstances set forth in this U.S. Offer to Purchase shall have occurred and are continuing (and have not been waived by us), subject to Rule 14e-1(c) under the Exchange Act, which requires that we must pay the consideration offered for the Shares tendered promptly or return the Shares promptly after termination or withdrawal of the U.S. Offer. | |
| Expiration Date: | | | The U.S. Offer will expire at 5:30 p.m., New York City time, on July 5, 2023, unless the U.S. Offer is extended (the latest time and date at which the U.S. Offer will expire is referred to as the “Expiration Date”). See “The U.S. Offer — Section 1. Terms of the U.S. Offer.” | |
|
Procedures for Participating in the U.S. Offer:
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| | The procedures for tendering Shares in the U.S. Offer differ depending on whether you hold Common Shares or ADSs and if you hold your ADSs directly or through an intermediary. See “The U.S. Offer — Section 3. Procedures for Tendering into the U.S. Offer.” | |
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Ch$ per Share
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Before Giving Effect
to the Reverse Stock Split |
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After Giving Effect
to the Reverse Stock Split |
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High
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Low
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High
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Low
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Fiscal Year Ending December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | | 1.96 | | | | | | 1.74 | | | | | | 8,820 | | | | | | 7,830 | | |
May 25, 2023
|
| | | | 1.959 | | | | | | 1.81 | | | | | | 8,815.50 | | | | | | 8,145 | | |
Fiscal Year Ended December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | | 1.85 | | | | | | 1.55 | | | | | | 8,325 | | | | | | 6,975 | | |
Second Quarter
|
| | | | 2.15 | | | | | | 1.70 | | | | | | 9,675 | | | | | | 7,650 | | |
Third Quarter
|
| | | | 2.22 | | | | | | 1.734 | | | | | | 9,990 | | | | | | 7,803 | | |
Fourth Quarter
|
| | | | 1.94 | | | | | | 1.80 | | | | | | 8,730 | | | | | | 8,100 | | |
Fiscal Year Ended December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | | 2.78 | | | | | | 2.27 | | | | | | 12,510 | | | | | | 10,215 | | |
Second Quarter
|
| | | | 2.978 | | | | | | 1.917 | | | | | | 13,401 | | | | | | 8,626.50 | | |
Third Quarter
|
| | | | 2.069 | | | | | | 1.744 | | | | | | 9,310.50 | | | | | | 7,848 | | |
Fourth Quarter
|
| | | | 2.04 | | | | | | 1.611 | | | | | | 9,180 | | | | | | 7,249.50 | | |
| | |
US$ per ADS
|
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High
|
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Low
|
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Fiscal Year Ending December 31, 2023 | | | | | | | | | | | | | |
First Quarter
|
| | | | 3.65 | | | | | | 3.09 | | |
May 25, 2023
|
| | | | 3.71 | | | | | | 3.40 | | |
Fiscal Year Ended December 31, 2022 | | | | | | | | | | | | | |
First Quarter
|
| | | | 3.74 | | | | | | 2.92 | | |
Second Quarter
|
| | | | 3.94 | | | | | | 2.84 | | |
Third Quarter
|
| | | | 3.70 | | | | | | 2.70 | | |
Fourth Quarter
|
| | | | 3.46 | | | | | | 2.84 | | |
Fiscal Year Ended December 31, 2021 | | | | | | | | | | | | | |
First Quarter
|
| | | | 6.032 | | | | | | 5.0512 | | |
Second Quarter
|
| | | | 6.1105 | | | | | | 4.2469 | | |
Third Quarter
|
| | | | 4.3646 | | | | | | 3.6094 | | |
Fourth Quarter
|
| | | | 3.79 | | | | | | 2.89 | | |
| | |
For the year ended December 31,
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2022
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2022
|
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2021
|
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2020
|
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(in millions of US$)
|
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(in millions of Ch$)
|
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Interest income
|
| | | | 3,696 | | | | | | 3,177,133 | | | | | | 1,687,502 | | | | | | 1,549,674 | | |
Interest expense
|
| | | | (2,335) | | | | | | (2,006,666) | | | | | | (711,195) | | | | | | (683,237) | | |
Net interest income
|
| | | | 1,362 | | | | | | 1,170,467 | | | | | | 976,307 | | | | | | 866,437 | | |
Fee and commission income
|
| | | | 306 | | | | | | 263,140 | | | | | | 226,809 | | | | | | 204,378 | | |
Fee and commission expense
|
| | | | (105) | | | | | | (90,141) | | | | | | (73,267) | | | | | | (63,379) | | |
Net fee and commission income
|
| | | | 201 | | | | | | 172,999 | | | | | | 153,542 | | | | | | 140,999 | | |
Net income from financial operations
|
| | | | 234 | | | | | | 200,841 | | | | | | 55,910 | | | | | | 110,887 | | |
Net foreign exchange gain (loss)
|
| | | | (60) | | | | | | (51,516) | | | | | | 149,165 | | | | | | (74,464) | | |
Other operating income
|
| | | | 40 | | | | | | 34,229 | | | | | | 29,278 | | | | | | 65,578 | | |
Net operating profit before provision for loan
losses |
| | | | 1,777 | | | | | | 1,527,020 | | | | | | 1,364,202 | | | | | | 1,109,437 | | |
Provision for loan losses
|
| | | | (388) | | | | | | (333,663) | | | | | | (262,440) | | | | | | (466,230) | | |
NET OPERATING PROFIT
|
| | | | 1,388 | | | | | | 1,193,357 | | | | | | 1,101,762 | | | | | | 643,207 | | |
Personnel salaries and expenses
|
| | | | (397) | | | | | | (341,498) | | | | | | (306,720) | | | | | | (292,191) | | |
Administrative expenses
|
| | | | (347) | | | | | | (298,112) | | | | | | (257,970) | | | | | | (257,753) | | |
Depreciation and amortization
|
| | | | (112) | | | | | | (96,187) | | | | | | (101,583) | | | | | | (126,444) | | |
Impairment
|
| | | | 0 | | | | | | (10) | | | | | | (91) | | | | | | (814,879) | | |
Other operating expenses
|
| | | | (55) | | | | | | (47,177) | | | | | | (43,243) | | | | | | (90,511) | | |
Total operating expenses
|
| | | | (911) | | | | | | (782,984) | | | | | | (709,607) | | | | | | (1,581,778) | | |
TOTAL OPERATING INCOME (LOSS)
|
| | | | 477 | | | | | | 410,373 | | | | | | 392,155 | | | | | | (938,571) | | |
Income (loss) from investments in associates
|
| | | | 3 | | | | | | 2,429 | | | | | | (287) | | | | | | (2,794) | | |
Operating (loss) income before income taxes
|
| | | | 480 | | | | | | 412,802 | | | | | | 391,868 | | | | | | (941,365) | | |
Income taxes
|
| | | | 36 | | | | | | 30,558 | | | | | | (115,631) | | | | | | 115,210 | | |
Consolidated income (loss) from continuing operations
|
| | | | 516 | | | | | | 443,360 | | | | | | 276,237 | | | | | | (826,155) | | |
Income (loss) from discontinued operations
|
| | | | — | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
TOTAL CONSOLIDATED INCOME (LOSS) FOR THE YEAR
|
| | | | 516 | | | | | | 443,360 | | | | | | 276,237 | | | | | | (826,155) | | |
Attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity holders of the Bank
|
| | | | 516 | | | | | | 443,288 | | | | | | 273,410 | | | | | | (808,784) | | |
Non-controlling interest
|
| | | | 0 | | | | | | 72 | | | | | | 2,827 | | | | | | (17,371) | | |
Earnings (losses) per share attributable to equity holders of the Bank
|
| | | | | | | | | | | | | | | | | | | | | | | | |
(in Chilean pesos) | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic earnings (loss) per share
|
| | | | 0.0005 | | | | | | 0.455 | | | | | | 0.534 | | | | | | 0.222 | | |
Diluted earnings (loss) per share
|
| | | | 0.0005 | | | | | | 0.455 | | | | | | 0.534 | | | | | | 0.222 | | |
| | |
As of December 31,
|
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| | |
2022
|
| |
2021
|
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| | |
MCh$
|
| |
MCh$
|
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| | |
(in millions)
|
| |
(in millions)
|
| ||||||
ASSETS | | | | ||||||||||
Cash and deposits in banks
|
| | | | 3,058,752 | | | | | | 3,473,392 | | |
Cash items in process of collection
|
| | | | 494,994 | | | | | | 438,496 | | |
Financial instruments at fair value through profit or loss
|
| | | | 472,283 | | | | | | 332,724 | | |
Financial instruments at fair value through other comprehensive income
|
| | | | 3,735,290 | | | | | | 3,660,450 | | |
Interbank loans at amortized cost
|
| | | | 46,122 | | | | | | 80,554 | | |
Financial derivatives contracts held for hedge accounting
|
| | | | 138,548 | | | | | | 83,123 | | |
Loans and accounts receivable from customers at amortized cost
|
| | | | 25,711,811 | | | | | | 23,795,548 | | |
Financial instruments at amortized cost
|
| | | | 1,013,943 | | | | | | 187,455 | | |
Investments under resale agreements
|
| | | | 162,774 | | | | | | 606,178 | | |
Financial derivatives contracts held for trading
|
| | | | 3,617,792 | | | | | | 2,897,803 | | |
Investments in associates
|
| | | | 11,584 | | | | | | 9,152 | | |
Intangible assets
|
| | | | 693,790 | | | | | | 699,344 | | |
Property, plant, and equipment
|
| | | | 60,196 | | | | | | 71,933 | | |
Right of use assets under lease agreements
|
| | | | 89,539 | | | | | | 110,781 | | |
Current taxes
|
| | | | 88,353 | | | | | | 58,184 | | |
Deferred taxes
|
| | | | 274,612 | | | | | | 272,211 | | |
Other assets
|
| | | | 629,683 | | | | | | 810,521 | | |
Other non-current assets held for sale
|
| | | | 20,700 | | | | | | 12,394 | | |
TOTAL ASSETS
|
| | | | 40,320,766 | | | | | | 37,600,243 | | |
LIABILITIES | | | | | | | | | | | | | |
Deposits and other demand liabilities
|
| | | | 5,555,185 | | | | | | 7,576,095 | | |
Cash in process of being cleared
|
| | | | 456,957 | | | | | | 424,358 | | |
Obligations under repurchase agreements
|
| | | | 354,088 | | | | | | 466,006 | | |
Time deposits and other time liabilities
|
| | | | 12,703,653 | | | | | | 10,097,443 | | |
Financial derivatives contracts held for trading
|
| | | | 3,426,141 | | | | | | 2,757,342 | | |
Financial derivatives contracts held for hedge accounting
|
| | | | 218,733 | | | | | | 168,245 | | |
Interbank borrowings
|
| | | | 4,728,323 | | | | | | 4,918,423 | | |
Debt instruments issued
|
| | | | 6,547,807 | | | | | | 5,609,795 | | |
Financial instruments of regulatory capital issued
|
| | | | 1,263,169 | | | | | | 1,153,045 | | |
Other financial liabilities
|
| | | | 359,573 | | | | | | 42,435 | | |
Lease contracts liabilities
|
| | | | 94,575 | | | | | | 115,544 | | |
Current taxes
|
| | | | 77 | | | | | | 1,332 | | |
Deferred taxes
|
| | | | — | | | | | | — | | |
Provisions
|
| | | | 287,134 | | | | | | 235,347 | | |
Other liabilities
|
| | | | 1,007,562 | | | | | | 709,612 | | |
Liabilities directly associated with non-current assets held for sale
|
| | | | — | | | | | | — | | |
TOTAL LIABILITIES
|
| | | | 37,002,977 | | | | | | 34,275,022 | | |
| | |
As of December 31,
|
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| | |
2022
|
| |
2021
|
| ||||||
| | |
MCh$
|
| |
MCh$
|
| ||||||
| | |
(in millions)
|
| |
(in millions)
|
| ||||||
EQUITY | | | | | | | | | | | | | |
Attributable to equity holders of the Bank: | | | | | | | | | | | | | |
Capital
|
| | | | 2,687,951 | | | | | | 2,688,131 | | |
Reserves
|
| | | | 227,839 | | | | | | 467,279 | | |
Valuation accounts
|
| | | | (102,108) | | | | | | (97,968) | | |
Retained earnings (losses):
|
| | | | 503,233 | | | | | | 190,068 | | |
Retained earnings (accumulated losses) from prior years
|
| | | | 190,068 | | | | | | — | | |
Net income (loss) for the year
|
| | | | 443,288 | | | | | | 273,410 | | |
Less: Provision for mandatory dividends
|
| | | | (130,123) | | | | | | (83,342) | | |
Total equity attributable to equity holders of the Bank:
|
| | | | 3,316,915 | | | | | | 3,247,510 | | |
Non-controlling interest
|
| | | | 874 | | | | | | 77,711 | | |
TOTAL EQUITY
|
| | | | 3,317,789 | | | | | | 3,325,221 | | |
TOTAL LIABILITIES AND EQUITY
|
| | | | 40,320,766 | | | | | | 37,600,243 | | |
Year
|
| |
Low(1)
|
| |
High(1)
|
| |
Average(2)
|
| |
Year-end
|
| ||||||||||||
2023 (through June 2)
|
| | | | 781.49 | | | | | | 856.31 | | | | | | 807.44 | | | | | | 804.60 | | |
2022
|
| | | | 777.10 | | | | | | 1,042.97 | | | | | | 873.36 | | | | | | 859.51 | | |
2021
|
| | | | 693.74 | | | | | | 868.76 | | | | | | 759.07 | | | | | | 850.25 | | |
2020
|
| | | | 710.26 | | | | | | 867.83 | | | | | | 792.17 | | | | | | 711.24 | | |
|
Filing Fees
|
| |
U.S.$
|
| | | $ | 11,000.00 | | |
|
Dealer Manager Fees – U.S.
|
| | | | | | $ | 1,000,000.00 | | |
|
Dealer Manager Fees – Chile
|
| | | | | | $ | 435,000.00 | | |
|
U.S. Tender Agent Fees
|
| | | | | | $ | 75,000.00 | | |
|
Information Agent Fees
|
| | | | | | $ | 150,000.00 | | |
|
Legal Fees – U.S. legal counsel
|
| | | | | | $ | 1,635,000.00 | | |
|
Legal Fees – Chilean legal counsel
|
| | | | | | $ | 430,000.00 | | |
|
Printing, Mailing and Miscellaneous Fees and Expenses
|
| | | | | | $ | 200,000.00 | | |
|
Total
|
| |
U.S.$
|
| | | $ | 3,936,000.00 | | |
Name of the Officer
|
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
Alexsandro Broedel Lopes
|
| |
Officer.
Mr. Broedel Lopes held the position of group executive finance director (2015 to 2020) and head of investor relations (2017 to 2020) at the Itaú Unibanco Group. Mr. Broedel Lopes has previously served as an Officer at the Comissão de Valores Mobiliários (CVM). He is a Tenured Professor at FEA-USP and Trustee of the IFRS Foundation. |
|
Andre Balestrin Cestare
|
| |
Officer.
The material positions held by Mr. Cestare are described below under “— 2. Itaú Unibanco Holding S.A.” |
|
André Carvalho Whyte Gailey
|
| |
Officer.
Mr. Gailey has been the Regional CEO of Banco Itaú in Argentina, Paraguay, and Uruguay since January 2021, and CEO of Banco Itaú in Uruguay since March 2021. He has previously served as CEO of Banco Itaú in Paraguay (2019 to 2020), Managing Director — Head of Corporate Bank of Banco Itaú BBA SA (2017 to 2019), Managing Director — Head of Products and Planning of Banco Itaú BBA SA (2010 to 2017), and Superintendent (Chief Counsel) responsible for the Treasury and Wholesale Banking (2009 to 2010). |
|
Carlos Henrique Donegá Aidar
|
| |
Officer.
Mr. Henrique Donegá Aidar has been an officer of Itaú Unibanco Group since 2008. From September 2014 to the present date, he has been the Director responsible for the Financial Control Department. He also serves as an officer of Itauseg Participações S.A. (since September 2014), Redecard Instituição de Pagamento S.A. (since April 2015), Banco Itaú BBA S.A. (since April 2015). He has been a member of the Disclosure and Trading Committee of Itaú Unibanco Holding S.A. since January 2015. |
|
Renato da Silva Carvalho
|
| |
Officer.
Mr. Carvalho has been an Officer at the Itaú Unibanco Group since 2020. Mr. Carvalho has held several positions at the Itaú Unibanco Group, including finance superintendent, wholesale banking (2017 to 2020) and market and liquidity risk superintendent/manager (2010 to 2017). |
|
Name of the Member of the Board of
Directors |
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
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Alfredo Egydio Setubal
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| |
Director (non-executive member).
Mr. Setubal has been a member of the board of directors of IUH since 2007. He has been a member of the nomination and corporate governance committee since 2009, a member of the personnel committee and the risk and capital management committee since 2015 and a member of the social responsibility committee since 2019. He has been the CEO and investor relations officer at Itaúsa S.A. (“Itaúsa”) since 2015, vice chairman of the board of directors since 2008, a member of the disclosure and trading committee since 2009, having been coordinator to this committee since 2015, and coordinator of the investment committee and a member of the finance, the personnel and ethics, and the sustainability and risks committees since 2017. Mr. Setubal has been a member of the board of directors and of the strategy committee at Alpargatas S.A. since 2017, a member of the board of Directors since 2015, co-chairman of the board since 2017 and a member of the personnel, governance and nomination committee since 2015 at Duratex S.A. He has been chairman of the board of trustees since 2008 at the Fundação Itaú para Educação, a member of the board of directors of the Museu de Arte Moderna de São Paulo (MAM) since 1992 and of the Instituto de Arte Contemporânea. He has been vice chairman of the board of directors at the Fundação Bienal de São Paulo since 2017 (and a member since 2009) and chairman of the decision-making council at the Museu de Arte de São Paulo (MASP) since 2018. He has been a member of the superior guidance, nomination and ethics committee since 2010 at the Instituto Brasileiro de Relações com Investidores — IBRI. Mr. Setubal also served as a Member of the Board of Directors at the Associação Brasileira das Companhias Abertas (ABRASCA) (1999 to 2017) and vice chairman of the board of directors at the Instituto Itaú Cultural (2005 to 2019), having worked as executive vice president (2005 to 2019). |
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Ana Lúcia de Mattos Barretto Villela
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| |
Director (non-executive member).
Ms. Villela has been a member of the board of directors of IUH since 2018. Ms. Villela has been an alternate member of the board of directors of IUPAR — Itaú Unibanco Participações S.A. since 2018,vice chairman of the board of directors (non-executive member) of Itaúsa since 2017, a member of the personnel committee at IUH since 2018, a member of the nomination and corporate governance at IUH since 2018, a member of the social responsibility committee at IUH since 2019, a member of the sustainability and risks committee at |
|
Name of the Member of the Board of
Directors |
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
| | | Itaúsa since 2021, vice president of the board of trustees at the Fundação Itaú para Educação e Cultura since 2020, a member of the guiding board at the Itaú Social since 2017, a member of the advisory board at the Itaú Cultural since 1995, a member of the executive board at the Itaú Cultural since 2017, Co-Founder of AlanaLab (Maria Farinha Filmes and Flow) since 2014, founding president of Alana Foundation since 2012, CEO of Instituto Alana since 2002, a member of the advisory board at Instituto Brincante since 2001 and Fellow Ashoka since 2010. She has been a member of the innovation board of XPRIZE since 2018, having been the first representative from Latin America on the innovation board of XPRIZE. She was a member of the advisory board at Conectas (2003 to 2018), a member of the sustainability committee at Duratex S.A. (2015 to 2018) and an alternate member of the board of directors of Duratex S.A. (2018 to 2020). | |
Candido Botelho Bracher
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| |
Director (non-executive member).
Mr. Bracher has been a member of the board of directors of IUH since 2021. He has held several positions at the Itaú Unibanco Group, including CEO (2017 to 2021), and wholesale banking senior vice president (diretor geral) (2015 to 2017). Mr. Bracher has been a member of the board of directors of Mastercard Incorporated since 2021. |
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Cesar Nivaldo Gon
|
| |
Director (independent member).
Mr. Gon has been a member of the board of directors since 2022 and member of the personnel committee (2021 to 2022) of IUH. He is the founder and has been the CEO at CI&T since 1995, acting as the figurehead for topics on leadership development and digital transformation. Mr. Gon has been a member of the board of directors of Sensedia since 2012, a tech advisor to the Boticário Group since 2020 and is a member of the board of directors of Fundo Patrimonial Lumina Unicamp. In 2021, he joined the boards of directors of Raia Drogasil and of Lean Enterprise Institute (LEI), headquartered in Boston.
In 2019, he was acknowledged as the Entrepreneur of the Year in Brazil by Ernst & Young (EY). Mr. Gon has co-authored the book “Faster, Faster: The Dawn of Lean Digital” (2020) and is an MIT Sloan Management Review columnist.
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Fábio Colletti Barbosa
|
| |
Director (independent member).
Mr. Barbosa has been a member of the board of directors of IUH since 2015. Mr. Barbosa has been a member of the board of directors of Natura Group since 2017, a member of the board of directors of Companhia Brasileira de Metalurgia e Mineração (CBMM) since 2015, and a member of the board of directors of Ambev since 2021. |
|
Frederico Trajano Inácio Rodrigues | | |
Director (independent member).
Mr. Rodrigues has been a member of the board of directors of IUH since 2020. He has been the chief executive officer (CEO) of Magazine Luiza S.A. since 2016. Mr. Rodrigues has been an effective member of the board of directors of Luizaseg Seguros S.A. since 2005. |
|
Name of the Member of the Board of
Directors |
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
João Moreira Salles
|
| |
Director (non-executive member).
Mr. Salles has been a member of the board of IUH since 2017. He has held several positions at the Itaú Unibanco Group, including officer at IUPAR — Itaú Unibanco Participações S.A. since 2018, and he was a member of the board of directors (2015 to 2018). He was a Member of the board of directors at XP Investimentos S.A. (2018 to 2019). Mr. Salles is currently an officer of Brasil Warrant Administração de Bens e Empresas S.A. (BWSA), where, since 2013, he has been overseeing the management of BW Gestão de Investimentos (BWGI) as a member of the investment, risk and operational committees of the firm, and has been responsible for the monitoring of other BWSA subsidiaries. He has been a partner and a member of the investment committee of Cambuhy Investimentos Ltda. since 2013 and was a member of the board of directors of investee Parnaíba Gás Natural (2014 to 2017). He has also been a member of the board of directors of Verallia, a glass packaging company listed on the Euronext Paris since 2019, as well as a member of the board of directors’ Finance Committee of Alpargatas. Before joining BWSA and Cambuhy, he had been an investment banker at J. P. Morgan Chase, New York, U.S. |
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Maria Helena dos Santos Fernandes de Santana
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| |
Director (independent member).
Ms. Santana has been a member of the board of directors of IUH since 2021. Ms. Santana was a member of the audit committee between 2014 and 2020. She has been a member of the board of directors and coordinator of the people, appointment and governance committee at Oi S.A. since 2018, a member of the board of directors and chairwoman of the audit committee at CI&T Inc., and a member of the board of directors at Fortbras S.A. She was a member of the board of directors (2018 to 2019) and the chairwoman of the audit committee at XP Inc. between 2019 and 2021, having previously served as the chairwoman of the audit committee at XP Investimentos S.A. (2018 to 2019). Ms. Santana served as a member of the board of directors at Bolsas y Mercados Españoles (BME) (2016 to 2020) and as a member of the board of trustees at the IFRS Foundation (2014 to 2019). |
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Pedro Luiz Bodin de Moraes
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| |
Director (independent member).
Mr. Moraes has been a member of the board of directors of IUH since 2003. He has been a partner at Cambuhy Investimentos Ltda. since 2011 and at Ventor Investimentos Ltda. since 2009. |
|
Pedro Moreira Salles
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| |
Director (non-executive co-chairman).
Mr. Salles has been a co-chairman of the board of directors of IUH since 2017, and he was also the chairman of the board of directors (2009 to 2017). He has held several positions at the Itaú Unibanco Group. He serves as the chairman of the board of directors at Instituto Unibanco, board of directors at the Federação Brasileira de Bancos (FEBRABAN), board of directors at Companhia Brasileira de Metalurgia e Mineração (CBMM), and board of directors at Alpargatas S.A. He is also a member of the decision-making council, the INSPER’s board of associates, and the board of directors at Fundação Osesp. |
|
Name of the Member of the Board of
Directors |
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
Ricardo Villela Marino
|
| |
Director (non-executive vice president).
Mr. Marino has been a vice president of the board of directors of IUH since 2020. He was also a member of the board of directors (2008 to 2020) and the chairman of the bank’s Latin America Strategic Council since 2018. He has held several positions at the Itaú Unibanco Group since 2002, including vice president (2010 to 2018). He has also been an alternate member of the board of directors of Itaúsa S.A. since 2011, a member of the strategy and new business committee since 2021, a member of the sustainability council since 2019, and he was an alternate member of the board of directors of Itautec S.A. (2009 to 2019) and an alternate member of the board of directors of Elekeiroz S.A. (2009 to 2018). |
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Roberto Egydio Setubal
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| |
Director (non-executive co-chairman).
Mr. Setubal has been a co-chairman of the board of directors of IUH since 2017.He was also the vice chairman of the board of directors (2003 to 2017) and CEO (1994 to 2017). He has served as vice chairman of the board of directors and as a member of the strategy and new business committee of Itaúsa since 2021 and was managing vice president (1994 to 2021). Since 1994, he has been a member of the board of the International Monetary Conference. He was president of the Advisory Board of the Federação Brasileira de Bancos (FEBRABAN) (2008 to 2017). In 2000, Mr. Setubal became a member of the Trilateral Commission and the International Board of the NYSE, and in 2002, he became a Member of the International Advisory Committee of the Federal Reserve Bank of New York. In 2010, he became a Member of the China Development Forum. |
|
Name of the Officer
|
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
Adriano Cabral Volpini
|
| |
Officer.
Mr. Volpini has been corporate security officer and chief security officer (CSO) of IUH since 2012. He has held several positions at the Itaú Unibanco Group. He also holds management positions in several companies of the Itaú Unibanco Group. |
|
Alexandre Grossmann Zancani
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| |
Officer.
Mr. Zancani has been a member of the executive committee of IUH since 2021, having held the position of executive officer of IUH (2019 to 2021). He was, among others, a digital business, data, new undertakings and innovation officer (2017 to 2019), and a Risk Officer — Individuals and Consumers (2015 to 2017) at Santander — Individuals and a member of the board of directors (2017 to 2018) at Banco PSA Finance Brasil S.A. |
|
Alexsandro Broedel
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| |
Chief Financial Officer.
Mr. Broedel has been a member of the executive committee and CFO of IUH since 2021, having held the position of group executive finance director (2015 to 2020) and head of investor relations (2017 to 2020) of IUH. He joined the Itaú Unibanco Group in 2012 as the finance and control officer. Mr. Broedel has previously served as an officer at the Comissão de Valores Mobiliários (CVM). He is a Full Professor at FEA-USP and Trustee of the IFRS Foundation. |
|
Name of the Officer
|
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
Álvaro Felipe Rizzi Rodrigues
|
| |
Officer.
Mr. Rodrigues has been an officer of IUH since 2014. He is currently responsible for the legal wholesale banking department (investment banking, treasury, wealth management services, banking products, allocated funds and on lending, international loans and foreign exchange), the tax department, the proprietary M&A legal matters department and the anti-trust, corporate and international legal matters departments. Mr. Rodrigues had been previously responsible for the legal retail banking department (responsible for legal issues related to products and services of the retail banking, insurance and pension plan business) and the institutional legal department (corporate and corporate governance, contracts, intellectual property and corporate paralegal matters). |
|
Andre Balestrin Cestare
|
| |
Officer.
Mr. Cestare has been an officer of IUH since 2017. He is currently responsible for the financial planning of the wholesale banking and technology and operations department. He has held several positions at the Itaú Unibanco Group, including financial planning officer — retail banking (2017 to 2019) and finance superintendent (2010 to 2017). Mr. Cestare was also a member of the board of directors at Financeira Itaú CBD and ConectCar from 2017 to 2019. |
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André Luís Teixeira Rodrigues
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| |
Officer.
Mr. Teixeira Rodrigues has been a member of the executive committee of IUH since 2021. He is currently responsible for the retail banking segment, which includes Itaú Branches, Uniclass, Personnalité, Companies departments, Government and Payroll segments, and is also responsible for the Insurance, Products and Strategic Planning — Individuals and Companies, CRM, Digital Channels and User Experience (UX) departments. He joined the Itaú Unibanco Group in 2000 and has been an officer since 2005. He was an executive officer from 2008 and 2020, having worked at Banco Itaú BBA from its creation in 2003 to 2018 and at the retail banking segment from 2019. |
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André Sapoznik
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| |
Officer.
Mr. Sapoznik has been a member of the executive committee of IUH since 2016, having held the position of vice president (2016 to 2021). He joined the Itaú Unibanco Group in 1998 and was elected officer in 2004. |
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Carlos Fernando Rossi Constantini
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| |
Officer.
Mr. Constantini has been a member of the executive committee of IUH since 2021. He is currently responsible for the wealth management and services division, which addresses client’s investment journeys, from offering and experience to fund distribution and management, having held the position of Executive Officer (2019 to 2021). In 2017, Mr. Constantini became the CEO at Itaú Unibanco in the United States and the head of international private banking in Miami (2017 to 2018). He has held several positions at the Itaú Unibanco Group, including Officer (2009 to 2017). He joined the Itaú Unibanco Group in 2007 as a deputy officer (2007 to 2009). |
|
Name of the Officer
|
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
Daniel Sposito Pastore
|
| |
Officer.
Mr. Pastore has been an officer of IUH since 2020. He has held several positions at the Itaú Unibanco Group, including legal superintendent working at the labor, criminal, union relations, higher courts, labor advisory and WMS areas (2012 to 2020). He has been a member of the legal labor committee (since 2017) and a member of the union negotiation committee (since 2020) at the Federação Brasileira de Bancos (FEBRABAN). |
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Emerson Macedo Bortoloto
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| |
Officer.
Mr. Bortoloto has been an officer of IUH since 2011. He joined the Itaú Unibanco Group in 2003, taking over a number of positions in the Internal Audit department. He is currently the internal audit officer, responsible for managing the audit department, whose mission is to plan, carry out and report on audits in Itaú Unibanco Group retail processes and business, as well as in processes of the Information technology, information security and cybersecurity area. Mr. Bortoloto was responsible for evaluating processes related to market, credit and operational risks, in addition to project auditing and continuous auditing. Also, at the Itaú Unibanco Group, he was responsible for auditing in the information technology and retail credit analysis and granting processes. He has been a member of the audit committees of Itaú Unibanco’s controlled companies and affiliates, such as: Banco Itaú Paraguay, Banco Itaú Uruguay, CIP — Câmara Interbancária de Pagamentos and Tecban — Tecnologia Bancária. |
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Eric André Altafim
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| |
Officer.
Mr. Altafim has been an officer of IUH since 2017. He is currently responsible for the corporate client desks, foreign exchange products, funding, derivatives and digital assets. He has held several positions at Itaú Unibanco Group, including head of client desks and specialized sales, products and markets planning (2015 to 2017). |
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Flávio Augusto Aguiar de Souza
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| |
Officer.
Mr. Souza has been a member of the executive committee of IUH and CEO of Banco Itaú BBA since 2021, being responsible for the corporate and investment banking, commercial banking, distribution and research departments, as well as for the credit analysis, granting, recovery and restructuring activities of the wholesale banking division. He joined the Itaú Unibanco Group in 2009 and has held leading positions in several departments of the conglomerate, having served as executive commercial banking officer, global head of wealth management and services, global head of private banking, and CEO of Banco Itaú International in Miami, U.S. Mr. Souza was vice president of the Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais (ANBIMA) (2015 to 2019), and chairman of the board of directors at the banks Itaú International (Miami, U.S.) and Itaú Suisse (Zurich, Switzerland) (2015 to 2018). |
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José Geraldo Franco Ortiz Junior
|
| |
Officer.
Mr. Ortiz has been an officer of IUH since 2021. He joined the Itaú Unibanco Group in 2003 as an intern, and has served in a number of positions, such as legal superintendent (2013 to 2020). |
|
Name of the Officer
|
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
José Virgilio Vita Neto
|
| |
Officer.
Mr. Vita Neto has been an officer of IUH since 2011, and is currently responsible for tax advisory, litigation and corporate legal departments, in addition to the Legal advisory of all business departments of the general retail banking office. He joined the Itaú Unibanco Group in 2000, being responsible for the wholesale banking legal consulting department, particularly structured operations, and real estate loans. |
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Lineu Carlos Ferraz de Andrade
|
| |
Officer.
Mr. Andrade has been an officer of IUH since 2014. He is currently responsible for the consortium, vehicle, real estate, consigned, logistics, and credit card operations. He has held several positions in the Itaú Unibanco Group. |
|
Luciana Nicola Scheneider
|
| |
Officer.
Ms. Scheneider has been an officer of IUH since 2022. She has held several positions at the Itaú Unibanco Group, including superintendent of institutional relations, sustainability and new business (2018 to 2021) and superintendent of government and institutional relations (2009 to 2018). |
|
Maira Blini de Carvalho
|
| |
Officer.
Ms. Carvalho has been an officer of IUH since 2022. Currently she is responsible for retail banking advisory legal services, including secured business, insurance, payment means and new technologies, as well as contract legal, data, intellectual property, marketing, equity, third sector and public authorities. She has held various positions within the Itaú Unibanco Group, including superintendent of legal (2017 to 2022) and manager of legal (2014 to 2017). |
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Mário Newton Nazareth Miguel
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| |
Officer.
Mr. Miguel has been an officer of IUH since 2021. He is currently responsible for the receivables information system (SVR) and on the remittance to BACEN of information regarding amounts to be returned to natural and legal entities. He has held several positions in the Itaú Unibanco Group, including superintendent of digital products (2017 to 2020) and superintendent of digital business (2016 to 2017). |
|
Marina Fagundes Bellini
|
| |
Officer.
Ms. Bellini has been a member of the executive committee of IUH since 2023, leading the areas of operations and service, assets and asset purchasing. She served as global director of technology, digital and shared service center (2019 to 2022) and global CIO and director of digital transformation (2018) at BAT, a multinational company based in England and also served as CIO at Pepsico Latin America and CIO of the CMO of Pepsico Global, USA (2015 to 2018). |
|
Matias Granata
|
| |
Officer.
Mr. Granata has been a member of the executive committee of IUH responsible for the risks department (CRO) since 2021. He has held several positions at the Itaú Unibanco Group, including officer (2014 to 2021), responsible for AML, credit risk, modeling and market and liquidity risks. |
|
Name of the Officer
|
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
Milton Maluhy Filho
|
| |
Chief Executive Officer.
Mr. Maluhy Filho has been the Chief Executive Officer of IUH since 2021, having also served as CFO and CRO. Mr. Maluhy Filho has held several positions at the Itaú Unibanco Group, including Vice President (2019 to 2020) and CEO of Itaú Corpbanca (Chile) (2016 to 2018), being responsible for the merger of two banks, Corpbanca and Banco Itaú Chile. He joined the Itaú Unibanco Group in 2002 and was elected Officer in 2007. |
|
Paulo Sergio Miron
|
| |
Officer.
Mr. Miron has been the officer responsible for internal audit (CAE — statutory audit committee) at IUH since 2015. He has been an officer at the Instituto Unibanco and the Fundação Itaú para Educação e Cultura, a member of the fiscal council at the Fundação Maria Cecilia Souto Vidigal, of the fiscal council at Instituto Lemann and of the FISCAL COUNCIL at the Fundação Nova Escola, and a coordinator of the audit committee at Zup Tecnologia. Mr. Miron has served as a financial specialist at the Audit Committee of Porto Seguro and XP. Mr. Miron also coordinated the PricewaterhouseCoopers (PwC) — Brazil department of training at financial institutions for over ten years and worked as a college professor teaching financial market-related courses. He is a speaker at many seminars on governance, auditing and financial market issues. |
|
Pedro Paulo Giubbina Lorenzini
|
| |
Officer.
Mr. Lorenzini has been a member of the executive committee of IUH since 2021. He is currently responsible for the treasury, client and product desks and macroeconomics departments and for the bank’s operations in South America (Argentina, Paraguay, Uruguay and Itaú Corpbanca), having held the position of Executive Officer (2021).He is a member of the board of directors and a member of the risk and financial committee at B3 S.A. — Brasil, Bolsa, Balcão (2021/2023 two-year period). He has also served as vice president of the Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais (ANBIMA) (2010 to 2021). |
|
Renato Barbosa do Nascimento
|
| |
Officer.
Mr. Nascimento has been an officer of IUH since 2017, responsible for the internal audit function of the investment banking, WMS, financial crimes, M&A, treasury, risks, accounting, fiscal, finance departments and foreign units. He held several positions within PricewaterhouseCoopers Auditores Independentes (PwC) (São Paulo, Brazil), including audit partner from 2009 to 2017. He took part in a three-year professional exchange program at PwC in Mexico City, Mexico, as audit officer leading external audits in subsidiaries of international entities of the financial industry in Mexico (2014 to 2017). |
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Renato da Silva Carvalho
|
| |
Officer.
Mr. Carvalho has been an officer of IUH since 2020. He is currently responsible for the wholesale banking’s financial planning department. Mr. Carvalho has held several positions at the Itaú Unibanco Group, including finance superintendent, wholesale banking (2017 to 2020) and market and liquidity risk superintendent/manager (2010 to 2017). |
|
Name of the Officer
|
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
Renato Lulia Jacob
|
| |
Officer.
Mr. Jacob has been a member of the disclosure and trading committee of IUH since 2019, having served as its chairman since 2020. Mr. Jacob has been at the Itaú Unibanco Group for 19 years, having held several positions, including CEO and member of the board of directors at Itau BBA International plc, in the United Kingdom, and member of the boards of directors at Itau International, in the U.S., and Itau Suisse, in Switzerland (2016 to 2020). He has been an independent member of the Boards of the Royal Institution of Great Britain, Fight For Peace International, and the Brazilian Chamber of Commerce in the United Kingdom. |
|
Ricardo Ribeiro Mandacaru Guerra
|
| |
Officer.
Mr. Guerra has been a member of the executive committee of IUH since 2021, responsible for the technology department in the position of CIO since 2015. He has held several positions at the Itaú Unibanco Group, including executive officer (2014 to 2021). He joined the Itaú Unibanco Group in 1993 as a system analyst. |
|
Rubens Folgli Neto
|
| |
Officer.
Mr. Neto has been an officer of IUH since 2015. He has held various positions in the Itaú Unibanco Group, having been director of digital business cards and network (2017 to 2019), director of product cards (2015 to 2017) and superintendent of digital business (2012 to 2017). He also holds a position as member of the board of directors in several companies and companies of the Itaú Unibanco Group. |
|
Sergio Guillinet Fajerman
|
| |
Officer.
Mr. Fajerman has been a member of the executive committee of IUH since 2021. He is currently responsible for the Personnel department. He has held several positions at the Itaú Unibanco Group, including executive officer (2017 to 2021) and corporate personnel management officer and personnel officer at the general wholesale banking office (2010 to 2017). He is a representative of the Itaú Unibanco Group in the human resources committee (CHR) of FEBRABAN. |
|
Tatiana Grecco
|
| |
Officer.
Ms. Grecco has been an officer of IUH since April 28, 2017. Since 2017, Ms. Grecco has been responsible for the market and liquidity risk control of Itaú Unibanco, Itaú Asset Management and Itaú Corretora de Valores. |
|
Teresa Cristina Athayde Marcondes Fontes
|
| |
Officer.
Ms. Fontes has been an officer of IUH since 2020, and she is responsible for the civil litigation office. She has previously worked until 2017 at the legal advisory to institutional and business departments and, from 2017 to 2020, she was responsible for the conglomerate’s compliance, retail banking and labor segments, including as a liaison with a number of regulatory bodies. |
|
Name of the Member of the Board of
Directors |
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
Ricardo Egydio Setubal
|
| |
Director.
The material positions held by Mr. Setubal are described below under “— 4. Itaúsa SA” |
|
Alfredo Egydio Setubal
|
| |
Alternate Director.
The material positions held by Mr. Setubal are described above under “— 2. Itaú Unibanco Holding S.A.” |
|
Alfredo Egydio Arruda Villela Filho
|
| |
Director.
The material positions held by Mr. Filho are described below under “— 4. Itaúsa SA” |
|
Ana Lúcia de Mattos Barretto Villela | | |
Alternate Director.
The material positions held by Ms. Villela are described above under “— 2. Itaú Unibanco Holding S.A.” |
|
Fernando Roberto Moreira Salles
|
| |
Director.
Mr. Salles is the Chairman of the Board of Directors of Brazil Warrant Administração de Bens e Empresas S.A. and a board member of Companhia E. Johnston de Participações and of IUPAR — Itau Participações, co-controllers of Itaú Unibanco. He has previously worked as director and officer at several companies, including Companhia Brasileira de Metalurgia e Mineração, Unibanco — União de Bancos Brasileiros S.A., Itau Unibanco Holding S.A. and Editora Schwarcz S.A. |
|
Demosthenes Madureira de Pinho Neto
|
| |
Alternate Director.
Dr. Neto is the CEO of Brasil Warrant Administração de Bens e Empresas S.A, a board member of Comp. Brasileira de Metalurgia e Mineração, President of the Self-Regulation Board of Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais — ANBIMA, and of the External Avaliation Comission of Insper. He has previously served in the public sector as General-Coordinator of Monetary and Financial Policy at the Ministry of Finance (1993), and Director of the Central Bank of Brazil (1997-1999). He has previously worked in the private sector as Executive Director at Unibanco (1991-97), CEO of Dresdner Asset Management (1999-2002); Executive Vice-President of Unibanco (responsible for Wholesale and Private banking), and CEO of Unibanco Asset Management (2004-2008). After the merger, Dr. Neto became CEO of Itau-Unibanco Asset Management (2008-2011). He was also Professor of Economics at Vargas Foundation SP (1991-1997), Catholic University RJ (1999) and Insper SP (2000-2004). |
|
Name of the Member of the Board of
Directors |
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
Pedro Moreira Salles
|
| |
Director.
The material positions held by Mr. Salles are described above under “— 2. Itaú Unibanco Holding S.A.” |
|
João Moreira Salles | | |
Alternate Director.
The material positions held by Mr. Salles are described above under “— 2. Itaú Unibanco Holding S.A.” |
|
Name of the Officer
|
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
Marcia Maria Freitas de Aguiar
|
| |
Officer.
Ms. Aguiar has been an Officer of Brasil Warrant Administração de Bens e Empresas S.A. since July 2013, responsible for the oversight of the legal matters of the company and its subsidiaries. She has previously worked for 22 years at Itaú Unibanco and for 5 years at the Brazilian subsidiary of HSBC, holding positions from lawyer to General Counsel. She was the Legal Director of the Brazilian Banking Association from 2011 to 2013. |
|
Name of the Member of the Board of
Directors |
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
João Moreira Salles | | |
Officer.
The material positions held by Mr. Salles are described above under “— 2. Itaú Unibanco Holding S.A.” |
|
Roberto Egydio Setubal
|
| |
Officer.
The material positions held by Mr. Setubal are described above under “— 2. Itaú Unibanco Holding S.A.” |
|
Ricardo Villela Marino
|
| |
Officer.
The material positions held by Mr. Marino are described above under “— 2. Itaú Unibanco Holding S.A.” |
|
Name of the Member of the Board of
Directors |
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
Henri Penchas
|
| |
Chairman.
At Itaúsa, Mr. Penchas has been Chairman of the Board of Directors (non-executive member) since April 2017 and Member of the Board of Directors since May 2015, Permanent Member of the Strategy and New Business, Governance and Personnel, and Sustainability and Risks committees since May 2021 and Member of the Audit Committee since August 2022. He was a Coordinator of the Finance Council and Member of the Investment, Personnel and Ethics, and Audit and Risks councils from April 2017 to May 2021, Member of the Capital Markets Council from April to May 2021, Member of the Corporate Governance Council from July 2020 to May 2021. He has been a Member of the Board of Directors of Nova Transportadora do Sudeste S.A — NTS since April 2017 and Chairman of the Audit Committee of Copa Energia Distribuidora de Gás S.A. since February 2021. He worked as Coordinator of the Finance Committee of Alpargatas S.A. from October 2017 to February 2023. He has been a member of the Decision-Making Council of Hospital Infantil Sabará since February 2003, Member of the Fiscal Council of the Alana Institute since April 2002, Member of the Advisory Board of HIG Brasil Ass. De Invest. Ltda. since April 2015 and Member of the Board of Directors of Fundação José Luiz Setubal from October 2005 to February 2023. |
|
Ana Lúcia de Mattos Barretto Villela | | |
Vice Chairwoman
The material positions held by Ms. Villela are described above under “— 2. Itaú Unibanco Holding S.A.” |
|
Roberto Egydio Setubal
|
| |
Vice Chairman.
The material positions held by Mr. Setubal are described above under “— 2. Itaú Unibanco Holding S.A.” |
|
Alfredo Egydio Setubal
|
| |
Director (effective member).
At Itaúsa, Mr. Setubal has been CEO and Investor Relations Officer S.A. since 2015 and Member of the Board of Directors since 2008 (executive member). He has been Chairman of the Board of Directors of Dexco S.A. since 2021 and a Member since April 2015 and Member of the Board of Directors of Itaú Unibanco since 2007, Alpargatas since 2017 and Copa Energia since 2020. He has been a Member of the Superior Committee for Guidance, Nomination and Ethics of the Brazilian Institute of Investor Relations (IBRI) since 2010. He is the Chairman of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) — FIEC. He has been the Chairman of the Decision-Making Council of the São Paulo Art Museum (MASP) since 2015, Member of the Board of Directors of Fundação Bienal de São Paulo since 2009 and Member of the Board of Directors of the São Paulo Museum of Modern Art (MAM) and of the Contemporary Art Institute (IAC). |
|
Rodolfo Villela Marino
|
| |
Director (effective member).
At Itaúsa S.A., Mr. Marino has been a Member of the Board of Directors (executive member) since May 2011. He has also been Executive Director Vice President since May 2022 and was Director Vice President from May 2015 to April 2022. At Dexco S.A., he has |
|
Name of the Member of the Board of
Directors |
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
| | | been a Member of the Board of Directors since August 2009, Member of the Personnel, Governance and Nomination Committee since May 2020, Chairman of the Sustainability Committee since May 2019 and a Member since November 2009. He was a Member of the Audit and Risk Management Committee from November 2009 to March 2022 and has been a Member of the Finance Committee since December 2021. At Alpargatas S.A., he has been a Member of the Board of Directors since September 2017, Member of the Strategy and Personnel committees since October 2017 and Member of the Statutory Audit Committee since April 2018. Alternate Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021, having worked as Effective Member from December 2020 to April 2021; Member of the Board of Directors of Aegea Saneamento e Participações S.A. since July 2021; Managing Director of Rudric Ith Participações Ltda. since April 2005. He has also been a Member of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) since May 2019; Member of the Board of Directors of Unibanco Institute since April 2014; Member of the Advisory and Fiscal Council of the PDR Institute since February 2014; Chairman of the Advisory Board of Associação Pró-Dança (Pro Dance Association) since September 2019; Member of the Advisory Board of Sociedade de Cultura Artística (Artistic Culture Company) since June 2020; Member of the Sustainability Committee of the Brazilian Institute of Corporate Governance (IBGC) since August 2019; Member of the Board of Directors of the Institute for Studies of Industrial Development (IEDI) since August 2015; Member of the Governance Board of Todos pela Educação (All for Education) since April 2019; Member of the Fiscal Council of the Yandeh Institute since August 2017; Member of the Advisory Board of the Brazilian Tree Institute (IBÁ) since December 2017; Member of the Young Presidents Organization — YPO/WPO since December 2011; CEO of Associação Comunitária Despertar (Awake Community Association) since April 2020; Member of the Board of Directors of Todavia Livros since March 2018; Member of the Board of Directors of Tempo Livre PTE Ltd (“Cariuma”) since December 2017; Member of the Board and of the Impact Committee of Instituto Alicerce Educação (Education Foundation Institute) since 2021; and Member of the Board of Directors of Livraria Dois Pontos Comércio Eletrônico S.A. since March 2021. | |
Edson Carlos De Marchi
|
| |
Director (independent effective member).
At Itaúsa, Mr. De Marchi has been a Member of the Board of Directors (non-executive member) since May 2021, having served as an Alternate Member of the Board of Directors from May 2019 to May 2021, Coordinator of the Related Parties Committee since August 2021 and of the Audit Committee since August 2002 and a Member of the Governance and Personnel, and Sustainability and Risks committees since May 2021. At Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência, he has been a Member of the Board of Directors since May 2018, Executive Officer since July 2012, Coordinator of the Ethics Committee since May 2020 and Member since December 2016, Coordinator of the Governance in |
|
Name of the Member of the Board of
Directors |
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
| | | Data Protection Committee since November 2020, and Coordinator of the Finance and Investments Committee since February 2019. At AMBEV S.A. he was Health and Benefits Vice President from July 2019 to March 2020, and Benefits Officer from January 2015 to June 2019. | |
Patrícia de Moraes
|
| |
Director (independent effective member).
At Itaúsa S.A., Ms. de Moraes has been a Member of the Board of Directors (independent member), Coordinator of the Governance and Personnel Committee and Member of the Strategy and New Business Committee since May 2021, and a Member of the Related Parties Committee since August 2021 and of the Audit Committee since August 2022. She is a Founding Partner, Supervisor and Member of the Investment Committee of Unbox Capital, an investment company that supports the growth of companies by establishing partnerships with entrepreneurs and asset managers. She is the Officer of the Mulheres do Brasil (Women of Brazil) Group. She serves on the Council of the Program for Finance Studies of the Columbia Business School and on the Columbia University Council in Brazil. |
|
Raul Calfat
|
| |
Director (independent effective member).
Mr. Calfat has been Chairman of the Board of Directors of Aché Laboratórios Farmacêuticos since September 2018. In May 2015, he became an Independent Member of the Board of Directors of Duratex S.A. (current Dexco S.A.), and his term of office ended in April 2023. He has been an Independent Member of the Board of Directors of Embraer since April 2017 and he is currently its Vice Chairman. He has been an Independent Member of the Advisory Board of China Three Gorges Brasil since January 2021. He has been an Independent Member of the Board of Directors of Fleury S.A. since May 2021 and his term of office ended in April 2023. He is also a Senior Advisor at the following companies: RGE Pte Ltd in Singapore and Bracell SP Celulose Ltda. since March 2020 and Macquarie Serviços Agrícolas Participações Ltda. since January 2020. He was a Member of the Board of Hospital Sírio Libanês from 2015 to 2020. From January 2014 to April 2019, he was the Chairman of the Board of Directors of Votorantim S.A. and from December 2009 to December 2018, he was a Member of the Board of Directors of Fibria Celulose S.A. |
|
Vicente Furlett Assis
|
| |
Director (independent effective member).
At Itaúsa S.A., Mr. Assis has been a Member of the Board of Directors (independent member) since May 2021, Coordinator of the Strategy and New Business Committee since May 2021, Member of the Governance and Personnel Committee since May 2021 and Member of the Related Parties Committee since August 2021. Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021. Member and Vice Chairman of the Board of Directors and Member of the Personnel and ESG committees of CCR S.A. since September 2022 and Member of the Board of Directors of Randon S.A. Implementos e Participações since April 2002. He was an Effective Member of the Board of Directors of Liquigás Distribuidora S.A. from May 2021 to December 2022. At |
|
Name of the Member of the Board of
Directors |
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
| | | McKinsey & Company Inc., he has been an Emeritus Senior Partner since February 2022 and was Senior Partner from 2008 to 2022 and a Leader responsible for the Practice of B2B Companies for Latin America from 2018 to 2021. He was also a Member of the Global Committee of Election of Partners from amongst External Candidates from 2017 to 2022, Member of the Global Committee of Risks Associated with Customer Service from 2016 to 2022, having worked as the partner responsible for the Brazilian Office from 2011 to 2018. Member of the Higher Board of Fundação José Luiz Egydio Setubal since February 2023; Member of the Advisory Board of Generation Brasil since 2020; Member of the Board of the São Paulo Art Museum (MASP) since 2015; Member of the Advisory Board of Brazil’s Wharton Alumni Club since 2016; Member of the Board of the Brazil-Portugal Chamber of Commerce between 2015 and 2022. | |
Name of the Officer
|
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
Alfredo Egydio Setubal
|
| |
CEO and Investor Relations Officer.
The material positions held by Mr. Setubal are described above under “— 2. Itaú Unibanco Holding S.A.” |
|
Alfredo Egydio Arruda Villela Filho
|
| |
Executive Vice President.
At Itaúsa S.A., Mr. Filho has been Executive Director Vice President since May 2022, having been Director Vice President from February 2018 to April 2022. He was a Member of the Board of Directors from August 1995 to April 2017, having been Chairman from May 2015 to April 2017. He has been a Member of the Board of Directors of Dexco S.A. since 1996 and Vice Chairman of the Board of Directors since August 2008. He has been a Member of the IT and Digital Innovation Committee since May 2017 and a Member of the Personnel, Corporate Governance and Nomination Committee since November 2009. He has been an Officer at the Alana Institute since February 1998, at Alpe Intermediações de Negócios S.A. since August 2017 and at Yandeh S/A since December 2016. |
|
Ricardo Egydio Setubal
|
| |
Executive Vice President.
At Itaúsa S.A., Mr. Setubal has been an Alternate Member of the Board of Directors (executive member) since April 2009, Executive Director Vice President since May 2022 and was Director Vice President from May 2021 to April 2022. He has also been a Member of the Governance and Personnel Committee since May 2021 and of the Audit Committee since August 2022, Acting Co-Coordinator of the Sustainability and Risks Committee since August 2022 and Member since May 2021, Member of the Audit and Risks Council since April 2017, Member of the Capital Markets Council since May 2009 and of the Finance, Investments, and Personnel and Ethics councils since April 2017, Member of the Audit and Risks Council since April 2017 and of the Corporate Governance Council since July 2020, and Member of the Sustainability Council since June 2019. At Dexco S.A., he has been a Member of the Board of Directors since April 2008. He has also been a Member of the Sustainability Committee since April 2018, Member of the Disclosure and Trading Committee since May 2020, and he was a Member of the Personnel, |
|
Name of the Officer
|
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
| | | Governance and Nomination Committee from November 2009 to May 2020 and a Member of the Audit and Risk Management Committee from November 2009 to March 2022. At Itautec S.A. — Itautec Group, he was Chairman of the Board of Directors from February 2010 to August 2019. He was also a Member of the Disclosure Committee from September 2010 to August 2019. At the Brazilian Institute of Corporate Governance (IBGC), he was a Member of the Board of Directors from March 2014 to March 2019, Vice Chairman from March 2016 to March 2018 and Chairman from March 2018 to March 2019. | |
Rodolfo Villela Marino
|
| |
Executive Vice President.
The material positions held by Mr. Setubal are described above under “— 4. Itaúsa SA.” |
|
Frederico de Souza Queiroz Pascowitch
|
| |
New Business Officer.
Mr. Pascowitch has a bachelor’s degree in Business Administration from Insper. He is Itaúsa’s New Business Managing Officer and a member of its Investments, Corporate Governance and Sustainability and Risk Committees. |
|
Maria Fernanda Ribas Caramuru
|
| |
Legal, Compliance and Corporate Risks Officer.
Ms. Caramuru has a bachelor’s degree in Law from the Pontifical Catholic University of São Paulo (PUC/SP), with a graduate specialization in Business Law from PUC/SP. She is also an LL.M. (Master of Laws) from Columbia University School of Law in New York (USA) and holds an MBA from Columbia University Business School in New York (USA). She is Itaúsa’s Legal, Compliance and Corporate Risks Managing Officer, and a member of the disclosure and Trading Committee and the Corporate Governance and Sustainability and Risk Committees. Ms. Caramuru has been an officer at Itautec since 2016. |
|
Priscila Grecco Toledo
|
| |
Management and Finance Officer.
Ms. Toledo has a bachelor’s degree in Accounting from PUC-SP, an MBA in Financial and Risk Management from FIPECAFI/USP, and a postgraduate degree in Business Economics from FGV (Brazil). She also has graduate specialization degrees for executives from Harvard Business School (Program for Leadership development) and the Executive Certificate in Management and Leadership from MIT Sloan School of Management (USA). Ms. Toledo is Management and Finance Managing Officer, and a member of the disclosure and Trading Committee and the Finance, Investment, Corporate Governance and Sustainability and Risk Committees of Itaúsa. She has been an Officer at Itautec since April 2017, where she was the Investor Relations Officer from April 2017 to August 2019, and a member of the disclosure and Trading Committee from April 2017 to August 2019. |
|
Name of the Member of the Board of
Directors |
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
Fernando Roberto Moreira Salles
|
| |
Director.
The material positions held by Mr. Salles are described above under “— 4. Itaú Unibanco Participações S.A.” |
|
Pedro Moreira Salles
|
| |
Director.
The material positions held by Mr. Salles are described above under “— 2. Itaú Unibanco Holding S.A.” |
|
Name of the Officer
|
| |
Present Principal Occupation or Employment; Material Positions
Held During the Past Five Years |
|
Demosthenes Madureira de Pinho Neto
|
| |
Officer.
The material positions held by Dr. Neto are described above under “—4. Itaú Unibanco Participações S.A.” |
|
Marcia Maria Freitas de Aguiar
|
| |
Officer.
The material positions held by Ms. Aguiar are described above under “— 4. Itaú Unibanco Participações S.A.” |
|
Pedro Moreira Salles
|
| |
Officer.
The material positions held by Mr. Salles are described above under “— 2. Itaú Unibanco Holding S.A.” |
|
João Moreira Salles | | |
Officer.
The material positions held by Mr. Salles are described above under “— 2. Itaú Unibanco Holding S.A.” |
|
|
By Mail:
|
| |
By Overnight Courier:
|
|
|
The Bank of New York Mellon
Attn: Voluntary Corporate Actions, COY: ICBB P.O. Box 43011 Providence, RI 02940-3011 |
| |
The Bank of New York Mellon
Attn: Voluntary Corporate Actions, COY: ICBB 150 Royall Street, Suite V Canton, MA 02021 |
|
| |
THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:30 P.M., NEW YORK CITY TIME, ON JULY 5, 2023, UNLESS THE U.S. OFFER IS EXTENDED.
|
| |
|
ACCOUNT #
|
| |
CERT SHARES
|
| |
BOOK SHARES
|
| |
TOTAL SHARES
|
| |
ISSUE #
|
|
| |
|
| |
W-9 Completed
|
| |
| |
Box 1 — DESCRIPTION OF ADSs TO BE TENDERED
|
| | ||||||||||||
| |
Account Registration
(Please Fill in, if blank) Please make any address correction below |
| | |
ADR Certificate(s) Tendered
(Please attach additional signed list, if necessary) |
| | ||||||||
| | ☐ indicates permanent address change | | | |
Certificate
Number(s) and/or indicate Book- Entry |
| | |
Total Number of
ADSs Represented by ADRs |
| | |
Number
of ADSs To Be Tendered (1,2) |
| |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | Total ADSs Tendered | | | ||||||||
| |
(1)
If ADSs are held in Book-Entry form, you must indicate the number of ADSs you are tendering. Otherwise, all ADSs represented by Book-Entry delivered to the U.S. Tender Agent will be deemed to have been tendered. By signing and submitting this ADS Letter of Transmittal you warrant that these ADSs will not be sold, including through limit order request, unless properly withdrawn from the U.S. Offer. See Instruction 4.
|
| | ||||||||||||
| |
(2)
If you wish to tender fewer than all ADSs represented by any certificate listed above, please indicate in this column the number of shares you wish to tender. Otherwise, all ADSs represented by ADS Certificates delivered to the U.S. Tender Agent will be deemed to have been tendered.
|
| | ||||||||||||
| |
(3)
If your ADR certificate(s) have been lost or mutilated. See Instruction 4.
|
| |
| |
IMPORTANT
ADS HOLDER: SIGN HERE |
| |
| |
|
| |
| |
(Signature(s) of Owner(s))
|
| |
| |
|
| |
| |
|
| |
| |
(See Instructions)
|
| |
| |
|
| |
| |
|
| |
| |
|
| |
| |
(Include Zip Code)
|
| |
| | (Must be signed by the registered holder(s) exactly as name(s) appear(s) on ADR certificate(s) or on a security position listing or by the person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title) | | |
| |
GUARANTEE OF SIGNATURE(S)
(If required — See Instructions 1) |
| |
| |
APPLY MEDALLION GUARANTEE STAMP BELOW
|
| |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | |
| |
Box 3 — SPECIAL PAYMENT INSTRUCTIONS
|
| |
| |
(See Instruction 2)
|
| |
| | To be completed ONLY if the check for payment is to be issued in the name of someone other than the registered holder. | | |
| | Issue To: | | |
| |
(Please Print)
|
| |
| |
|
| |
| |
(Include Zip Code)
|
| |
| |
(recipient must complete the enclosed form w-9 (or appropriate internal revenue service form w-8, as applicable))
|
| |
| |
Box 4 — SPECIAL DELIVERY INSTRUCTIONS
|
| |
| |
(See Instruction 3)
|
| |
| | To be completed ONLY if the check is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown under “Description of ADSs Tendered.” | | |
| | Mail To: | | |
| |
(Please Print)
|
| |
| |
|
| |
| |
(Include Zip Code)
|
| |
|
By Mail:
|
| |
By Overnight Courier:
|
|
|
The Bank of New York Mellon
Attn: Voluntary Corporate Actions, COY: ICBB P.O. Box 43011 Providence, RI 02940-3011 |
| |
The Bank of New York Mellon
Attn: Voluntary Corporate Actions, COY: ICBB 150 Royall Street, Suite V Canton, MA 02021 |
|
| |
THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:30 P.M., NEW YORK CITY TIME, ON JULY 5, 2023, UNLESS THE U.S. OFFER IS EXTENDED.
|
| |
| |
BOX 1
|
| |
| | | | |
| |
Number of Shares to be Tendered
|
| |
| |
Box 2
|
| | ||||
| |
Execution by individuals
Signed and delivered as a deed by |
| | |
Execution by a company
Executed and delivered as a deed by |
| |
| | | | | | | | |
| | (Name of record holder) | | | | | | |
| | | | | | (Name of Company) | | |
| | | | | | |||
| | (Signature of record holder) | | | | | | |
| | As evidence of the consent of the spouse in accordance | | | | (Signature) | | |
| | with section 1277 of the Chilean Civil Code: | | | | |||
| | Signature: | | | | | | |
| | Full name: | | | | (Signature) | | |
| | Capacity: (Spouse/Representative) | | | | | | |
| |
(The space above should be used to notarize as appropriate)
|
| | | | | |
| |
Box 3
|
| | ||||||||||||
| | First registered holder | | |
Joint registered holder(s)
|
| |
Joint registered holder(s)
|
| |
Joint registered holder(s)
|
| | | | |
| |
1. First name(s)(Mr. Mrs. Miss Title)Last name
|
| |
2. First name(s)(Mr. Mrs. Miss Title)Last name
|
| |
3. First name(s)(Mr. Mrs. Miss. Title)Last name
|
| |
4. First name(s)(Mr. Mrs. Miss Title)Last name
|
| |
5. Corporation(s)Name of Corporation
|
| |
| | Address | | | Address | | | Address | | | Address | | | Address | | |
| | Zip code | | | Zip code | | | Zip code | | | Zip code | | | Zip code | | |
| | As evidence of the consent of the spouse in accordance with section 1277 of the Chilean Civil Code: | | | As evidence of the consent of the spouse in accordance with section 1277 of the Chilean Civil Code: | | | As evidence of the consent of the spouse in accordance with section 1277 of the Chilean Civil Code: | | | As evidence of the consent of the spouse in accordance with section 1277 of the Chilean Civil Code: | | | | | |
| | Signature: | | | Signature: | | | Signature: | | | Signature: | | | | | |
| | Fullname: | | | FullName: | | | Fullname: | | | Fullname: | | | | | |
| |
Capacity:
(Spouse/Representative) |
| |
Capacity:
(Spouse/Representative)
|
| |
Capacity:
(Spouse/Representative)
|
| |
Capacity:
(Spouse/Representative)
|
| | | | |
| |
BOX 4
|
| | |||
| | Name | | | | | |
| | Address | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |||
| | | | | | | |
| | Daytime telephone number | | | | | |
| Please check the appropriate box: | | |
☐ Individual/sole proprietor
☐ Partnership |
| |
☐ Corporation
☐ Other (specify): |
| |
☐ Exempt from
Backup Withholding |
|
| |
PART I
SUBSTITUTE
Form W-9
Department of the Treasury
Internal Revenue Service
Payer’s Request for
Taxpayer Identification Number (TIN) |
| | |
TAXPAYER IDENTIFICATION NO. FOR ALL ACCOUNTS
Enter your taxpayer identification number in the appropriate box.
For most individuals this is your social security number. If you do not have a number, see the enclosed Guidelines.
Note: If the account is in more than one name, see the chart in the enclosed Guidelines on which number to give the payer.
|
| | |
Social Security Number
Employer Identification Number
|
| |
| | PART II ☐ Awaiting TIN | | | ||||||||
| | PART III | | | ||||||||
| | Certification – Under penalties of perjury, I certify that: | | | ||||||||
| |
(1)
the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me),
|
| | ||||||||
| |
(2)
I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding, and
|
| | ||||||||
| |
(3)
I am a U.S. person (including a U.S. resident alien).
|
| | ||||||||
| |
Certification Instructions – You must cross out Item (2) above if you have been notified by the IRS that you are subject to backup withholding because of under reporting interest or dividends on your tax returns. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out Item (2). The certification requirement does not apply to real estate transactions, mortgage interest paid, the acquisition or abandonment of secured property, contributions to an individual retirement account, and payments other than interest and dividends. Also see “Signing the Certification” under “Specific Instructions” in the enclosed Guidelines.
|
| | ||||||||
| | SIGNATURE | | | | | | | | DATE | | |
| | | | | | | | | | | | |
|
Signature
|
| |
Date
|
|
For this type of account:
|
| |
GIVE THE NAME AND
SOCIAL SECURITY NUMBER OF — |
| | | | |||
1. | | | Individual | | | The individual | | | ||
2. | | | Two or more individuals (joint account) | | | The actual owner of the account or, if combined funds, the first individual on the account(1) | | | ||
3. | | | Custodian account of a minor (Uniform Gift to Minors Act) | | | The minor(2) | | | ||
4. | | | (a.) The usual revocable savings trust account (grantor is also trustee) | | | The grantor-trustee(1) | | | ||
| | | (b.) So-called trust account that is not a legal or valid trust under state law | | | The actual owner(1) | | | ||
5. | | | Sole proprietorship or disregarded entity owned by an individual | | | The owner(3) | | |
For this type of account:
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GIVE THE NAME AND
EMPLOYMENT IDENTIFICATION NUMBER OF — |
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6. | | |
A disregarded entity not owned by an individual
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| | The owner | | | ||
7. | | | A valid trust, estate or pension trust | | | The legal entity(4) | | | ||
8. | | | Corporate account or account of LLC electing corporate status on Form 8832 | | | The corporation | | | ||
9. | | | Association, club, religious, charitable or other tax-exempt organization | | | The organization | | | ||
10. | | | Partnership account held in the name of the business or account of multi-member LLC (other than an LLC described in item 10) | | | The partnership | | | ||
11. | | | A broker or registered nominee | | | The broker or nominee | | | ||
12. | | | Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agricultural program payments | | | The public entity | | |
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THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:30 P.M., NEW YORK CITY TIME, ON JULY 5, 2023, UNLESS THE U.S. OFFER IS EXTENDED.
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BOX 1
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NOTICE OF GUARANTEED DELIVERY
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| Please provide | | | | |
| The following information: | | | | |
| Name(s) of Record Holder(s)*: | | | | |
| Number of ADSs Tendered**: | | | | |
| ADR Certificate No(s). (if available or applicable): | | | | |
| Address(es) (including zip code): | | | | |
| Area Code and Telephone Number(s): | | | | |
| Signature(s): | | | | |
| Dated: | | | | |
| □ Check if the ADSs that will be tendered are held on the books of The Bank of New York Mellon, and provide: | | |||
| Name of Tendering Institution: | | | | |
| Area Code and Telephone Number: | | | | |
| Account No.: | | | | |
| Transaction Code No.: | | | | |
| Signatures: | | | | |
| Dated: | | | | |
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BOX 2
SIGNATURE BY TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY
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| The signatures on this Notice of Guaranteed Delivery must correspond to the exact name(s) of the registered holder(s) of (i) ADRs as such name(s) appears on the ADRs or (ii) uncertificated ADSs on the books of The Bank of New York Mellon exactly as such name(s) appear on the books of The Bank of New York Mellon. | | |||
| If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following: | | |||
| Name(s) (please type or print): | | | | |
| Capacity (please type or print): | | | | |
| Address(es) (please type or print): | | | | |
| Signatures: | | | | |
| Dated: | | | | |
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BOX 3
GUARANTEE
(Not to be used for signature guarantee for an ADS Letter of Transmittal.) |
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| The undersigned, a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), the NYSE Medallion Signature Program or the Stock Exchanges Medallion Program (SEMP), or is otherwise an “eligible institution,” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the foregoing being an “Eligible Guarantor Institution”), hereby guarantees to deliver within two New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery (but in any event no later than two NYSE trading days following the Expiration Date) to the U.S. Tender Agent a properly completed and duly executed ADS Letter of Transmittal, the ADRs for all physically tendered ADSs, in proper form for transfer, or a book-entry confirmation of tender of such ADSs through the DTC system, including delivery to the U.S. Tender Agent of the Agent’s Message instead of an ADS Letter of Transmittal, as applicable, with any required signature guarantees and any other documents required by the ADS Letter of Transmittal. | |
| Name of Firm: | | | | |
| Address (with zip code): | | | | |
| Area Code and Telephone No.: | | | | |
| Authorized Signature: | | | | |
| Name (please type or print): | | | | |
| Title: | | | | |
| Dated: | | | | |
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THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:30 P.M., NEW YORK CITY
TIME, ON JULY 5, 2023, UNLESS THE U.S. OFFER IS EXTENDED. |
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THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:30P.M., NEW YORK CITY TIME, ON JULY 5, 2023, UNLESS THE U.S. OFFER IS EXTENDED.
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THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:30 P.M., NEW YORK CITY TIME, ON JULY 5, 2023, UNLESS THE U.S. OFFER IS EXTENDED.
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THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:30 P.M., NEW YORK CITY TIME, ON JULY 5, 2023, UNLESS THE U.S. OFFER IS EXTENDED.
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For ADS
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| Number of ADSs to be Tendered: | | |
SIGN HERE
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| ADS* | | |
Signature(s)
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| Account Number: | | |
Name(s)
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| Dated | | |
Address(es)
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Area Code and Telephone Number
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Taxpayer Identification or Social Security Number
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ALEXANDRO BROEDEL LOPES
OFFICER |
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RENATO DA SILVA CARVALHO
OFFICER |
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Exhibit 107
Calculation of Filing Fee Tables
Schedule TO-T/13E-3
(Rule 14d-100)
BANCO ITAÚ CHILE
(formerly known as ITAÚ CORPBANCA)
(Name of Subject Company)
ITB HOLDING BRASIL PARTICIPAÇÕES LTDA.
an indirect wholly owned subsidiary of
ITAÚ UNIBANCO HOLDING S.A.
(Names of Filing Persons (Offerors))
Table 1 – Transaction Value
Transaction Valuation* | Fee Rate | Amount of Filing Fee** | |
Fees to Be Paid | $86,812,815.64 | 0.00011020 | $9,566.77 |
Fees Previously Paid | $0 | — | $0 |
Total Transaction Valuation | $86,812,815.64 | — | — |
Total Fees Due for Filing | — | — | $9,566.77 |
Total Fees Previously Paid | — | — | $0 |
Total Fee Offsets | — | — | $0 |
Net Fees Due | — | — | $9,566.77 |
* The transaction value is estimated for purposes of calculating the amount of the filing fee only. The calculation is based on the offer to purchase:
(1) | any and all outstanding common shares, no par value per share (the “Common Shares”), of Banco Itaú Chile (formerly known as Itaú Corpbanca), a publicly-traded special banking corporation (sociedad anónima especial bancaria) organized under the laws of the Republic of Chile (the “Company”), held by U.S. holders (within the meaning of Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), which defines a U.S. holder as “any security holder resident in the United States”); and |
(2) | any and all outstanding American Depositary Shares (each of which represents one-third of one Common Share) (the “ADSs,” and together with the Common Shares, the “Shares”), held by holders, wherever located; |
in each case, other than any Shares owned directly or indirectly by IUH and/or its affiliates, for 8,500.00 Chilean pesos in cash per Common Share and 2,833.3333 Chilean pesos in cash per ADS (together, the “U.S. Offer Price”), without interest and less (i) any applicable brokerage fees and commissions and (ii) applicable withholding taxes. The transaction value of USD $86,812,815.64 consists of the quotient of (A) 69,274,022,500.00 Chilean Pesos divided by (B) the observed exchange rate of 797.97 Chilean Pesos per USD, published by the Central Bank of Chile (Banco Central de Chile) in the Official Gazette of Chile on June 5, 2023. The amount of 69,274,022,500.00 Chilean Pesos represents the product of (C) 8,149,885, the estimate of the maximum number of Common Shares (i) held by U.S. holders and (ii) represented by ADSs and held by holders, wherever located, multiplied by (D) the offer price of 8,500.00 Chilean Pesos per Common Share.
** The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and SEC Release Nos. 33-11095; 34-95597, issued August 25, 2022, by multiplying the transaction value by 0.00011020.