AGREEMENT FOR REINVESTMENT OF DIVIDENDS AND INTEREST ON CAPITAL PAID BY COMPANY X
|ITAÚ CORRETORA DE VALORES S.A. ("Itaucor")
Avenida Engenheiro Armando de Arruda Pereira, 707,
|Name of Stockholder da COMPANY X
1. PRELIMINARY INFORMATION
1.1. COMPANY X, with registered offices at Rua X, nº X, , São Paulo, SP, CNPJ nº 11.111.111/0001-11, the institutor of the Program (definition in subitem 1.4).
1.2. Shares: shares of the COMPANY X, held by the Stockholder and maintained in a shares depositary account at Itaucor, not covering shares deposited in other institutions up to the date on which the stockholders of COMPANY X received the right to dividends or interest on capital.
1.3. Dividends/IOC: the dividends or interest on capital to be paid by COMPANY X to the Stockholder, corresponding to their Shares.
1.4. Program – the Program for the reinvestment of Dividends/IOC distributed by COMPANY X.
(a) Itaucor renders book entry services for shares of the COMPANY X and executes payment of Dividends/IOC of this corporation to its beneficiaries;
(b) the parties agree as follows:
3.1. Itaucor shall reinvest automatically for the Stockholder, independently of any new request by the latter, the resources of Dividends/IOC paid by COMPANY X to the Stockholder effective from the date of this agreement in the proportion indicated by the Stockholder in subitem 3.3.
3.2. The reinvestment shall consist of the acquisition at market price of Preferred (PN) or Common (ON) Shares of COMPANY X, designated PN/ON Shares, on the stock market through the intermediary of Itaucor, pursuant to the following:
( ) Preferred Shares (PN)
( ) Common Shares (ON).
3.3. The reinvestment shall cover the resources arising from the payments of normal or special Dividends/IOC at the option of the Stockholder below, discounting the remuneration pursuant to item 5:
( ) normal, (quarterly) dividends, with % (percent) for reinvestment;
( ) special (extraordinary), with % (percent) for reinvestment.
3.4.The Stockholder may alter the above mentioned option in subitem 3.3 through signature to a new agreement, which shall automatically replace the preceding agreement from the date that this new agreement becomes effective;
3.5. The resources derived from Dividends/IOC shall only be reinvested that:
(i) are free and clear of any onus or encumbrance; and
(ii) have not been used for payment to subscribe new shares of COMPANYX.
3.6. The reinvestment shall only be executed when the amount of the Dividends/IOC to be reinvested is sufficient for the acquisition of, at least, 1 (one) PN Share or 1 (one) ON Share of COMPANY X and for the payment of the remuneration set forth in item 5, pursuant to the type of shares which the Stockholder has chosen to acquire.
4.1. Itaucor shall purchase PN/ON Shares for the Stockholder with the resources from the payout of the Dividends/IOC in the proportion indicated by the Stockholder in subitem 3.3.
4.2. In the event that it is not possible to comply with the purchase order due to the low level of liquidity of the Share or for any other justifiable reason, the resources shall be restituted to the Stockholder WITHOUT REMUNERATION OR MONETARY RESTATEMENT, within 5 (five) business days from the date on which Itaúsa paid out the Dividends/IOC, through a credit entry to his current account indicated in the registration data for stockholders of COMPANY X with Itaucor.
4.3. When executing the order, in the event of any remaining Stockholder resources albeit insufficient to fulfill the purchase order of at least one share of COMPANY X, these resources shall be restituted under the same conditions as in the preceding subitem.
4.4. As per the norm in effect, share purchase operations up to the limit of R$5,000.00 (five thousand reais) shall be registered with the stock exchange in which the purchase order was transacted in a special account. 4.5. Itaucor shall realize the book entry procedure for the PN/ON Shares purchased in COMPANY X’s shares depositary account in the name of the Stockholder and shall supply him with a statement of account for the shares. The amount and number of PN/ON Shares purchased shall be detailed in the Trade Confirmation to be sent by Itaucor to the Stockholder
5.1. The STOCKHOLDER SHALL PAY ITAUCOR 0.25% AS A BROKERAGE FEE AND 0.035% WITH RESPECT TO THE PASSING ON OF THE COMMISSIONS COLLECTED BY B3 FOR THE AMOUNT OF THE SHARE ACQUISITION OPERATIONS.
5.2. By way of payment, the amount of the remuneration shall be discounted by Itaucor from the resources of the Dividends/IOC, placed at his disposal as described in item 4.
6.1. Itaucor is responsible for remedying any damages caused to the Stockholder as a result of deficiencies in rendering services related to the purchasing of Shares pursuant to this agreement. Damages shall be reimbursed through the deposit of the amount in Reais in the current account indicated in subitem 4.2 above by the institution which causes such damages.
6.2. Should the PN/ON Shares acquired by the Stockholder have not been delivered on the agreed date, Itaucor shall adopt all possible measures to ensure delivery and should this prove impossible, Itaucar shall deposit the amount in Reais in the aforementioned current account in subitem 4.2., monetarily restated as from the date on which the delivery should have been executed until the date of deposit, plus annual delayed interest charges of 12% (twelve percent) and a penalty fee of 2% (two percent), collected on the acquisition amount of the Shares
7.1. This agreement shall run for an indeterminant period and shall come into full force and effect up to 15 (fifteen) days from signature date.
7.2. This agreement may be cancelled without onus by any of the parties, through a written notice of 15 (fifteen) days.
7.3. This agreement shall be extinguished in the event that COMPANY X terminates the Program, an event which shall be notified by Itaucor to the Stockholder.
7.4. During the termination period, the parties shall continue to fulfill their obligations, albeit the terminating party, at its discretion, waiving the requirement of the terminated party to fulfill its obligations.
8.1. This agreement may be terminated at the criterion of the innocent or aggrieved party under the following circumstances:
a. if any party fails to perform an obligation pursuant to this agreement and, after having been notified in writing by the other party, fails to indemnify the aggrieved party for substantiated damages caused, within a period of (five) days, as from receiving the said notification, when it is no longer possible to fulfill the obligation or its fulfillment no longer satisfies the interests of the aggrieved party; and
b. irrespective of prior notification, if any of the parties has a negotiable instrument legitimately protested or enters a regime of intervention or judicial or extrajudicial liquidation, or moratorium.
9.1. THE STOCKHOLDER DECLARES COGNIZANCE OF THE RISKS OF REALIZING INVESTMENTS IN SHARES, WHICH CAN PRESENT NEGATIVE OSCILATIONS IN THEIR MARKET PRICES RESULTING IN A LOSS FOR THE STOCKHOLDER.
10.1. The Stockholder declares that he is cognizant of the contents of CVM Instruction 505 of September 27, 2011, and pursuant to them, declares that
a. he does not operate as an investment fund, investment club or securities portfolio administrator/manager;
b. the nature and purpose of the business relationship of the Stockholder with Itaú Corretora shall encompass operations in the regulated securities markets;
c. undertakes to notify within a term of 10 (ten) days, any alteration in the registration data informed, including the revoking of a power of attorney, if applicable;
d. there is no impediment preventing him from operating in the securities market;
e. orders transmitted in writing, by electronic systems or telephone and other systems of voice transmission are valid;
f. electronic mail is a valid form of correspondence between Stockholder and Itaú Corretora, being considered written communications sent through the e-mail addresses of the Stockholder, of any representative or person authorized by the Stockholder;
g. the information provided by the Stockholder on risk profile and financial knowledge to any entity of the Itaú Unibanco Holding S.A. conglomerate shall form an integral part of his registration details at Itaú Corretora, where applicable;
h. should this Agreement have been signed by a proxy, the latter declares that he has full powers to assume all the commitments and grant all authorizations pursuant to this Agreement in the name of the Stockholder;
i. he authorizes Itaú Corretora and the corporations of the Itaú Unibanco Holding S.A. conglomerate at any time, to supply any information to which these companies have access relative to any banking, credit or investment relationship with respect to this Agreement, to the domestic and foreign authorities as required pursuant, to the domestic, foreign or international legislation which applies to the Stockholder;
j. he is not a person bound to a Securities’ Broker, or, if the case, it is only to Itaucor, understanding a person bound to a Securities’ Broker as the managers, staff, operators and other employees which perform activities of intermediation or operational support, autonomous agents, other professionals, which retain with the broker, a service agreement directly related to the activity of intermediation or operations support, natural persons who are directly or indirectly controllers or who participate in the corporate control of the broker or spouses, partners and minors, children of the person listed in this item; and,
k. the information supplied for the completion of this Agreement and the documents delivered to Itaú Corretora for the opening of the registration is true.
10.2 The Stockholder declares further that he agrees and is cognizant that the Shares of his ownership held in book entry form by Itaú Corretora do not comprise his investment portfolio for the purposes of analysis of his investment profile on the part of Itaucor and/or Itaú Unibanco, such that his investment profile is not analyzed/considered when executing dividends/IOC reinvestment operations.
11.1. The tolerance of one of the parties of noncompliance with any obligation by the other party shall not mean disclaimer to the right of requiring compliance with the obligation, neither forgiveness or change of what has been agreed.
12.1. The parties elect the courts of the Jurisdiction of the Capital of the State of São Paulo, at its discretion the party promoting the action being permitted to opt for the jurisdiction of courts in the domicile of the Stockholder.
São Paulo, (...).
I HAVE READ THIS AGREEMENT AND HAVE NO DOUBTS AS TO ANY OF ITS CLAUSES
Itaú Corretora de Valores S.A.