FAQ

American Depositary Receipts (“ADRs”) are certificates that represent assets authorized by specific regulations established by the National Monetary Council (“CMN”), deposited in specific custody in Brazil. ADRs are issued by depositary institutions abroad and may be used by companies especially to raise funds abroad.

- Depository Institution or Issuer of ADRs: foreign issuer of the ADRs abroad;

- Custodian Institution: Institution authorized by the local securities and exchange commission (“CVM”) to provide custody services in Brazil;

- Sponsoring Company: a listed Brazilian company, issuer of the underlying assets of ADRs and signer of the specific contract with the depositary institution for issuance of ADRs;

- Financial Institutions: banks, brokerages, custodian user, distributors who buy, sell, transfer and receive transfers for issuance and cancellation of ADRs.

Itaú has credentials from CVM to act as a Custodian Institution of underlying assets of the operation, in regards to ADR issuance.

ADRs may be sponsored or unsponsored, depending on the sponsorship by their respective issuing companies.

The implementation of a new ADR program is established between the company sponsoring the ADR program and the depositary institution. The deposit contract must be forwarded to the custodian of the program, along with other documents required by existing regulations, and then sent to CVM requesting approval of the ADR program.

According to CVM Instruction 559, the following documents are required to instruct the request for approval of ADR programs:

• Letter to CVM requesting registration of the ADR program (Custodian and Company);

• Contract signed between the Custodian and the Depositary Institutions of the ADR program;

• Contract signed between the Sponsoring Company and the Depositary Institution of the ADR program

• Arrangement signed between administrative entities of national and foreign organized markets addressing negotiation of securities involved in the ADR program (“Covenant”);

• Authorization from the Brazilian Central Bank (“Bacen”) in case of an ADR program with underlying assets issued by a financial institution headquartered in Brazil;

• Statement, signed by a director by statute of the Custodian Institution, confirming the validity and strict observance of: (i) the contract between the Custodian Institution and the Depositary Institution; (ii) the abovementioned arrangement and; (iii) Bacen’s authorization, when applicable;

• Statement, signed by a director by statute of the Sponsoring Company confirming the validity and strict observance of: (i) the contract between the Sponsoring Company and the Depositary Institution and; (ii) Bacen’s authorization, when applicable.

If the ADR program is unsponsored, the request for approval must be also instructed by a statement of non-objection by the issuer of the underlying securities of the certificates.

Documents written in a foreign language must be presented along with their notarized translation into Portuguese.

In Brazil, the ADR Program is regulated mainly by CMN Resolution 4373/2014, CVM Instruction 559/2015, Decree 8165/2013 (for exemption of the IOF tax on ADR issuances) and Bacen Circular 3752/2015.

Itaú is compensated based on the quantity of ADR issued and canceled.