0000947871-14-000342.txt : 20140527 0000947871-14-000342.hdr.sgml : 20140526 20140527063024 ACCESSION NUMBER: 0000947871-14-000342 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140527 FILED AS OF DATE: 20140527 DATE AS OF CHANGE: 20140527 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: 14868421 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 ss214621_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 May 2014
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:  May 27, 2014 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
 Notice to Stockholders on Increase in Capital Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
EX-99.1 2 ss214621_ex9901.htm NOTICE TO STOCKHOLDERS
 
Itaú Unibanco Holding S.A.
CNPJ 60.872.504/0001-23
A Publicly Listed Company
NIRE 35300010230

NOTICE TO STOCKHOLDERS


ITAÚ UNIBANCO HOLDING S.A. (“Itaú Unibanco”) announces to its stockholders and to the market in general, complementary to the Announcement to the Market published on March 20, 2014, that notification has been received from the Central Bank of Brazil ratifying the resolutions adopted at the Extraordinary General Meeting of Itaú Unibanco held on April 23, 2014 at 3:15 p.m. with respect to the increase in the capital stock, to be implemented under the following conditions:
     
1.         Increase in the capital stock: the increase in the subscribed and paid in capital in the amount of R$ 15,000,000,000.00 (fifteen billion reais), the said subscribed and paid in capital increasing from R$ 60,000,000,000.00 (sixty billion reais) to R$ 75,000,000,000.00 (seventy-five billion reais), through the capitalization of amounts registered in the Revenue Reserves – Statutory Reserve of Itaú Unibanco.

2.         Bonus in shares of 10% (ten percent): the capital increase shall be effected with the issuance of 502,802,971 (five  hundred and two million, eight hundred and two thousand, nine hundred and seventy-one) new book entry shares, without par value, being 251,821,504 (two hundred and fifty-one million, eight hundred and twenty-one thousand, five hundred and four) common and 250,981,467 (two hundred and fifty million, nine hundred and eighty-one thousand, four hundred and sixty-seven) preferred shares, which shall be granted to the holders of shares as a bonus in the proportion of 1 (one) new share of the same type for each lot of 10 (ten) shares held, the shares held as treasury stock also enjoying the bonus rights.

2.1.      Baseline date: stockholders with shares held at the close of the record date of June 5, 2014 shall be entitled to bonus rights.

2.2.      Trading: the new shares shall be released for trading ex-bonus rights as from June 6, 2014; additionally, these new shares shall be included in the stockholders position on June 11, 2014.

2.3.      Bonus Share Rights: the new shares shall be entitled in full to dividend payouts that may be declared as from June 11, 2014, under the same conditions as the common and preferred shares of Itaú Unibanco, as applicable.

2.4.      Dividends: the monthly dividends shall be maintained at R$ 0.015 per share, such that the total amounts paid monthly by the Company to stockholders shall be increased by 10% (ten percent) as from August 1, 2014. The guaranteed minimum annual dividend for preferred shares shall be maintained at R$0.022 per share;
             
 
 
 
            
fls.2

2.5.      Share Fractions: the bonus shall always be effected in whole numbers.  Stockholders wishing to transfer share fractions resulting from the bonus may do so for the period between June 11, 2014 and July 11, 2014, pursuant to Paragraph 3, Article 169 of Law 6.404/76. This period having elapsed, any eventual amounts remaining from the share fractions shall be separated, grouped into whole numbers and sold on the BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange and the product of the sale shall be made available to stockholders entitled to these fractions on a date to be notified in due course.

2.6.      Cost of Bonus Shares: the cost attributed to the bonus shares is R$ 29.832759281767 per share for the purposes of the provision in Paragraph 1, Article 47 of Brazilian Internal Revenue Service’s Normative Instruction 1,022 of April 5, 2010.

2.7.      International Market:

(i) On the New York Stock Exchange (NYSE) where each American Depositary Receipt (ADR) represents 1 (one) preferred share, investors shall receive 1 (one) new ADR for every 10 (ten) ADRs already held.

(ii) On the Buenos Aires Stock Exchange (BCBA), where each Argentine Certificate of Deposit (CEDEAR) also represents 1 (one) preferred share, the investors shall receive 1 (one) new CEDEAR for every 10 (ten) CEDEARs already held.

Any eventual clarifications which may be necessary can be obtained via e-mail investor.relations@itau-unibanco.com.br or by accessing the Investor Relations website www.itau.com.br/investor-relations.
 

São Paulo (SP), May 23, 2014.


ALFREDO EGYDIO SETUBAL
Investor Relations Officer