0000947871-13-000260.txt : 20130422 0000947871-13-000260.hdr.sgml : 20130422 20130422093343 ACCESSION NUMBER: 0000947871-13-000260 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130422 FILED AS OF DATE: 20130422 DATE AS OF CHANGE: 20130422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Itau Unibanco Holding S.A. CENTRAL INDEX KEY: 0001132597 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15276 FILM NUMBER: 13772829 BUSINESS ADDRESS: STREET 1: PRA?A ALFREDO EGYDIO DE SOUZA ARANHA STREET 2: 100 - TORRE CONCEICAO - CEP 04344-902 CITY: SAO PAULO STATE: D5 ZIP: 00000 BUSINESS PHONE: 55-11-5019-1723 MAIL ADDRESS: STREET 1: PRA?A ALFREDO EGYDIO DE SOUZA ARANHA STREET 2: 100 - TORRE CONCEICAO - CEP 04344-902 CITY: SAO PAULO STATE: D5 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Itau Unibanco Banco Multiplo S.A. DATE OF NAME CHANGE: 20090226 FORMER COMPANY: FORMER CONFORMED NAME: BANCO ITAU HOLDING FINANCEIRA S A DATE OF NAME CHANGE: 20030319 FORMER COMPANY: FORMER CONFORMED NAME: BANCO ITAU SA DATE OF NAME CHANGE: 20010117 6-K 1 ss172981_6k.htm REPORT OF FOREIGN ISSUER
 


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of April 2013
Commission File Number: 001-15276

Itaú Unibanco Holding S.A.
(Exact name of registrant as specified in its charter)
Itaú Unibanco Holding S.A.
(Translation of Registrant’s Name into English)

Praça Alfredo Egydio de Souza Aranha, 100-Torre Itaúsa
04344-902 São Paulo, SP, Brazil
(Address of principal executive offices)

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

Form 20-F:  x      Form 40-F:   o

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

Yes:   o      No:   x

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

Yes:   o      No:   x

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

Yes:   o      No:   x

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

 


 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
Itaú Unibanco Holding S.A.
 
    (Registrant)  
         
         
Date:  April 22, 2013 By: /s/ Alfredo Egydio Setubal  
    Name:  Alfredo Egydio Setubal   
    Title:  Investor Relations Officer    
         
 
         
  By: /s/ Caio Ibrahim David  
    Name: Caio Ibrahim David  
    Title:  Chief Financial Officer  
         

 
 

 
 
 

 

 

 
 
 

 
 
EXHIBIT INDEX
 
 
99.1
Main Resolutions of Extraordinary General Meetings and Annual General Meeting of April 19, 2013.
    
 
  
  
 
 
 
 
 
 
 
 
 

 
 
 

 
 
 
 

EX-99.1 2 ss172981_ex9901.htm MAIN RESOLUTIONS OF EXTRAORDINARY GENERAL MEETING

São Paulo (SP), April 19, 2013.
SUAC 284/2013

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION - CVM
Head of Corporate Relations
Rio de Janeiro - RJ

Dear Sirs,
 
Reference:
ITAÚ UNIBANCO HOLDING S.A.
 
EXTRAORDINARY GENERAL MEETINGS AND ANNUAL GENERAL MEETING OF APRIL 19, 2013
 
I. Pursuant to the provisions of CVM Instruction 480/2009, Article 21, subsection IX and Article 30, subsection III, we would like to notify you of the summary of resolutions adopted by the aforementioned Meetings:

Extraordinary General Meeting held at 3:00 p.m.:

Approved, the proposal of the Board of Directors for amending the Itaú Unibanco and Unibanco Performance Stock Option Plans and also the assumption of the rights and obligations established in the current agreements signed with the beneficiaries of the Stock Option Plan of Redecard S.A.

Annual General Meeting held at 3:20 p.m.

1. Approved, the account statements for fiscal year 2012 and the allocation of the net income for the fiscal year;
2. Elected, the members of the Board of Directors and the Fiscal Council for the next annual term of office;
3. Approved, the amount for the compensation of the members of the Board of Directors and the Board of Executive Officers as well as the compensation of the Fiscal Councilors.

Extraordinary General Meeting held at 3:40 p.m.

1. Approved, the increase in the capital stock subscribed and paid in, in the amount of R$15,000,000,000.00  through the capitalization of the amounts recorded in the Company’s Revenue Reserves – Statutory Reserve, with a bonus of 10% in shares issued by the Company;

 
·
considering that these decisions are contingent on the approval of the Central Bank of Brazil, the Company’s shares shall continue to be traded with rights to bonus shares until the baseline date to be announced in due course through the intermediary of a Notice to Shareholders, this also incorporating the date for inclusion of new shares in the shareholders’ share position and information on the sale of bonus share fractions and the respective credit to the shareholders;
 
·
simultaneously to the operation in the Brazilian market, the securities traded in the United States Market (ADR – American Depositary Receipt) and in the Argentine Market (CEDEAR – Argentine Certificate of Deposit) shall receive a bonus in the same proportion;

2. Increased, the limit of the authorized capital up to 6,600,000,000 of shares proportional to the bonus in shares pursuant to the foregoing item;

 
 
 

 
 
Fls. 2
 
 
3. Amended, the Corporate Bylaws in order to  (a) reflect the new composition of the capital stock; (b) include the new limits for authorized capital; (c) introduce the term “unified” into the provisions in relation to the mandate of the Board of Directors; (d) include among the competencies of the Board of Directors, to decide, on the limit of the authorized capital, on the increase of capital and issue of credit securities and other instruments convertible into shares; and (e) define the age limit of 62 to be elected to the position of Chief Executive Officer, the age limit of 60 being maintained for other positions on the Board of Executive Officers;

4. Consolidated, the Corporate Bylaws with the amendments mentioned above.

 
II. The minutes of the Meetings shall be submitted via the IPE system – Periodic and Eventual Information within the established timeframe in Article 21, subsection X and Article 30, subsection IV of the aforementioned Instruction.


Sincerely,


ITAÚ UNIBANCO HOLDING S.A.
ALFREDO EGYDIO SETUBAL
Investor Relations Officer


cc:
- BM&FBOVESPA S.A. BOLSA DE VALORES, MERCADORIAS E FUTUROS
Corporate Relations Coordination (Coordenadoria de Relações com Empresas)