EX-99.2 3 ss155917_ex9902.htm SUMMARIZED MINUTES OF MEETING OF THE BOARD OF DIRECTORS OCTOBER 22, 2012 12:30 PM
 

 
Itaú Unibanco Holding S.A.

CNPJ 60.872.504/0001-23
A Publicly Listed Company
  NIRE 35300010230

 
MATERIAL FACT
 

 
SUMMARIZED MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
OF OCTOBER 22, 2012
 

 
DATE, TIME AND PLACE: On October 22, 2012, at 12:30 p.m., at Praça Alfredo Egydio de Souza Aranha, 100 - Torre Olavo Setubal - Piso Itaú Unibanco, in the city and state of São Paulo.
 
CHAIR:    Pedro Moreira Salles.
 
QUORUM:    The totality of elected members.
 
RESOLUTIONS UNANIMOUSLY ADOPTED:
 
Whereas:
 
a)
on October 31, 2011, the Board of Directors authorized the buyback of the Company’s own shares in the period from November 4, 2011 to November 5, 2012, pursuant to the limits of 9,000,000 common shares and 56,700,000 preferred shares;
 
b)
there currently exist and held as treasury stock 2,100 common shares and 52,689,917 preferred shares issued by the Company, of this total of preferred shares being acquired 3,500,000 shares in the period from November 2011 to September 2012; and
 
c)
the Company believes this authorization to be in the best interests of its stockholders, the share acquisition process  having the purpose of applying available funds as well as any buyback operations executed within its scope.
 
HAVE UNANIMOUSLY RESOLVED:
 
a)
to authorize the acquisition of up to 13,700,000 common shares and 86,300,000 preferred shares of the Company’s own issue, without reduction in the value of the capital stock, for holding as treasury stock, cancellation or resale to the Market, pursuant to paragraphs 1 and 2, Article 30 of Law 6,404/76 and CVM Instructions 10/1980, 268/1997 and 390/2003;
 
b)
to attribute to the Executive Board the authority to establish the opportunity for acquisition of the shares within these limits which represent less than 10% of the 215,183,400 common shares and of the 2,215,015,519 preferred shares of the Company’s Free Float; and
 
 
 
 
 
 
MEETING OF THE BOARD OF DIRECTORS OF ITAÚ UNIBANCO HOLDING S.A., OF OCTOBER 22 2012   Page 2
 
c)
that these acquisitions be effected through the Stock Exchanges during the period from November 5, 2012 to November 4, 2013, at market value, using funds available and held in the Capital Reserve ("Reserve for Goodwill on the Issue of Shares”) and Revenue Reserve (“Reserve for Working Capital”), and intermediated by Itaú Corretora de Valores S.A. with its registered offices at Av. Brigadeiro Faria Lima, 3400, 10th floor in the city and state of São Paulo.
 
CONCLUSION: The meeting was declared closed and these minutes, having been drafted, read and approved by all, were signed. São Paulo (SP), October 22, 2012. (signed) Pedro Moreira Salles – Chairman; Alfredo Egydio Arruda Villela Filho and Roberto Egydio Setubal – Vice Chairmen; Alfredo Egydio Setubal, Candido Botelho Bracher, Demosthenes Madureira de Pinho Neto, Gustavo Jorge Laboissière Loyola, Henri Penchas, Israel Vainboim, Nildemar Secches, Pedro Luiz Bodin de Moraes and Ricardo Villela Marino – Directors.
 

 
ALFREDO EGYDIO SETUBAL
Investor Relations Officer