Obligation Itaú Unibanco Holding S.A. 3.25% ( US46556JAB52 ) en USD

Société émettrice Itaú Unibanco Holding S.A.
Prix sur le marché 97.852 %  ⇌ 
Pays  Bresil
Code ISIN  US46556JAB52 ( en USD )
Coupon 3.25% par an ( paiement semestriel )
Echéance 23/01/2025 - Obligation échue



Prospectus brochure de l'obligation Itau Unibanco Holding S.A US46556JAB52 en USD 3.25%, échue


Montant Minimal /
Montant de l'émission /
Cusip 46556JAB5
Notation Standard & Poor's ( S&P ) BB- ( Spéculatif )
Notation Moody's Ba2 ( Spéculatif )
Description détaillée Itaú Unibanco Holding S.A. est la plus grande banque du Brésil, résultant de la fusion en 2008 d'Itaú Holding Financeira et Unibanco.

L'Obligation émise par Itaú Unibanco Holding S.A. ( Bresil ) , en USD, avec le code ISIN US46556JAB52, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/01/2025

L'Obligation émise par Itaú Unibanco Holding S.A. ( Bresil ) , en USD, avec le code ISIN US46556JAB52, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Itaú Unibanco Holding S.A. ( Bresil ) , en USD, avec le code ISIN US46556JAB52, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).







OFFERING MEMORANDUM

Itaú Unibanco Holding S.A.
a sociedade por ações incorporated in the Federative Republic of Brazil
acting through its head office or its Grand Cayman Branch
US$100,000,000,000
Global Medium-Term Note Programme
___________________
Under the global medium-term note programme (the "Programme"), Itaú Unibanco Holding S.A. (acting through its head office or its Grand Cayman
Branch) (the "Issuer") may from time to time issue medium-term notes denominated in U.S. dollars or in such other currencies as may be agreed with the
Dealers (as defined below). Such notes will be either unsecured and unsubordinated obligations of the Issuer ranking equally in right of payment with its
other present and future unsecured and unsubordinated indebtedness (the "Senior Notes"), unsecured and subordinated obligations of the Issuer
subordinated in right of payment to its present and future Senior to Tier 1 Liabilities (as defined in "Terms and Conditions of Tier 1 Subordinated Notes")
(the "Tier 1 Subordinated Notes") or unsecured and subordinated obligations of the Issuer subordinated in right of payment to its present and future Senior
to Tier 2 Liabilities (as defined in "Terms and Conditions of Tier 2 Subordinated Notes") (the "Tier 2 Subordinated Notes" and, together with the Tier 1
Subordinated Notes, the "Subordinated Notes," and the Subordinated Notes, together with the Senior Notes, the "Notes") as described herein. The Notes
will have maturities from 30 days in the case of Senior Notes and five years in the case of Tier 2 Subordinated Notes from the date of issue (except as set out
herein). Any Tier 1 Subordinated Notes will be perpetual securities with no final maturity date. The Notes may bear interest on a fixed or floating rate basis,
or be issued on a fully discounted basis and not bear interest. The maximum aggregate nominal amount of all Notes issued and outstanding under the
Programme will not exceed US$100,000,000,000 (or its equivalent in other currencies at the time of agreement to issue), subject to any duly authorized
increase as further described herein. Notes will be issued in one or more series (each a "Series") having one or more issue dates and the same maturity date,
bearing interest on the same basis and at the same rate, and on terms otherwise identical (except in relation to interest commencement dates and matters
related thereto). Each Series may be issued in one or more tranches (each a "Tranche") on different issue dates. Each Series of the Senior Notes will be all
in bearer form or all in registered form, and each Series of the Subordinated Notes will be all in registered form. Details applicable to each Tranche will be
specified in final terms issued in respect of such Tranche (the relevant "Final Terms").
Payment of principal on the Subordinated Notes may be accelerated only in the case of certain events involving our bankruptcy, dissolution, suspension
of payment on or failure or inability to pay all or a material part of (or of a particular type of) our debts generally as they become due or similar events. We
will only be required to make payment on acceleration after we have been declared bankrupt, have been dissolved or suspend payment on or fail or are
unable to pay all or a material part of (or of a particular type of) our debts generally as they become due. There will be no right of acceleration in the case of
default in the performance of any of our covenants, including the payment of principal or interest in respect of the Subordinated Notes.
Prospective investors should consider the factors described in this Offering Memorandum under "Risk Factors"
starting on page 24 hereto.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of 12 months from the date of this
Offering Memorandum to be listed on the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Euro
MTF Market of that exchange (the "Euro MTF Market"). The Euro MTF Market is not a regulated market for the purposes of Directive 2014/65/EU (as
amended, "MiFID II"). References in this Offering Memorandum to Notes being "listed" (and all related references) mean that such Notes have been
admitted to the Official List and admitted to trading on the Euro MTF Market. However, Notes may be issued under the Programme that will not be listed on
the Official List and admitted to trading on the Euro MTF Market (or any other stock exchange), and the Final Terms applicable to a Series will specify
whether or not the Notes of such Series will be listed on the Euro MTF Market or any other stock exchange. With respect to the Programme and any listed
Note issued under the Programme, there can be no assurance that a listing on the Euro MTF Market or any other stock exchange will be achieved prior to the
launch date of the Programme or the issue date of any Notes or otherwise. This Offering Memorandum constitutes a base prospectus for the purpose of the
Luxembourg law on prospectuses for securities dated 16 July, 2019, and may be used in connection with listings on the official list of the Luxembourg Stock
Exchange for a period of one year from the date hereof. This Offering Memorandum replaces the offering memorandum dated March 12, 2019 in relation to
the Programme.
WE HAVE NOT REGISTERED AND WILL NOT REGISTER THE NOTES UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND THE NOTES MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX LAW
REQUIREMENTS. ACCORDINGLY, THE NOTES ARE BEING OFFERED AND SOLD ONLY (I) IN THE UNITED STATES TO QUALIFIED
INSTITUTIONAL BUYERS ("QIBs") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") AND (II) OUTSIDE THE
UNITED STATES IN OFFSHORE TRANSACTIONS TO NON-U.S. PERSONS IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT ("REGULATION S"). BECAUSE THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED, THEY ARE
SUBJECT TO RESTRICTIONS ON RESALES AND TRANSFERS DESCRIBED UNDER "SUBSCRIPTION AND SALE" AND "TRANSFER
RESTRICTIONS."
The Notes may be offered by us through one or more dealers appointed from time to time by us (each a "Dealer" and together the "Dealers") on a
continuous basis or through syndicated placements. The applicable Final Terms will specify the Dealer, Dealers or syndicate of Dealers through which the
Notes of a particular Series will be offered. Notes may also be sold to a Dealer or Dealers as principal, at negotiated discounts or otherwise, and Notes may
be sold to or through syndicates of financial institutions for which a Dealer will act as lead manager. We may also offer Notes directly to purchasers.
This Offering Memorandum should be read together with the applicable Final Terms, any supplemental information and any documents
incorporated herein by reference.
Arrangers and Dealers
Goldman Sachs & Co. LLC
Itaú BBA
Morgan Stanley
The date of this Offering Memorandum is March 12, 2020.





TABLE OF CONTENTS

ENFORCEABILITY OF JUDGMENTS ..................................................................................................... vii
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ ix
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ........................... x
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION ....................................... xi
SUMMARY .................................................................................................................................................... 1
THE OFFERING OF THE SENIOR NOTES ................................................................................................. 4
THE OFFERING OF THE TIER 1 SUBORDINATED NOTES ................................................................. 10
THE OFFERING OF THE TIER 2 SUBORDINATED NOTES ................................................................. 17
RISK FACTORS ........................................................................................................................................... 24
USE OF PROCEEDS .................................................................................................................................... 32
CAPITALIZATION ...................................................................................................................................... 33
EXCHANGE RATES ................................................................................................................................... 34
SELECTED FINANCIAL AND OTHER INFORMATION ........................................................................ 35
DESCRIPTION OF THE GRAND CAYMAN BRANCH ........................................................................... 38
THE CAYMAN ISLANDS REGULATORY SYSTEM .............................................................................. 39
TERMS AND CONDITIONS OF THE SENIOR NOTES ........................................................................... 40
TERMS AND CONDITIONS OF THE TIER 1 SUBORDINATED NOTES .............................................. 70
TERMS AND CONDITIONS OF THE TIER 2 SUBORDINATED NOTES .............................................. 97
FORM OF THE NOTES; BOOK ENTRY AND TRANSFER ................................................................... 123
LIQUIDITY PROVIDING ACTIVITY ...................................................................................................... 130
TAXATION ................................................................................................................................................ 131
CERTAIN ERISA AND OTHER CONSIDERATIONS ............................................................................ 142
SUBSCRIPTION AND SALE .................................................................................................................... 145
TRANSFER RESTRICTIONS.................................................................................................................... 152
INDEPENDENT AUDITORS .................................................................................................................... 155
LEGAL MATTERS .................................................................................................................................... 156
GENERAL INFORMATION ..................................................................................................................... 157

ANNEX A -- FORM OF FINAL TERMS OF THE SENIOR NOTES .................................................... A-1
ANNEX B -- FORM OF FINAL TERMS OF THE TIER 1 SUBORDINATED NOTES ........................ B-1
ANNEX C -- FORM OF FINAL TERMS OF THE TIER 2 SUBORDINATED NOTES ........................ C-1

i




In this Offering Memorandum, except where otherwise specified or the context otherwise requires, all
references to "we," "us," "our" or "ourselves" are references to Itaú Unibanco Holding S.A. ("Itaú Unibanco
Holding") and its subsidiaries, except where otherwise specified or the context otherwise requires. The "Issuer"
refers to Itaú Unibanco Holding, or any successor thereof, whether acting through its head office or its Grand
Cayman Branch, except where otherwise specified or the context otherwise requires. The business of Itaú Unibanco
Holding is described in this Offering Memorandum on a consolidated basis, except where otherwise specified or
where the context otherwise requires. The Issuer's Legal Entity Identifier is 5493002W2IVG62O3ZJ94. The term
"Brazil" refers to the Federative Republic of Brazil. The phrase "Brazilian government" refers to the federal
government of Brazil. The term "Central Bank" means the Central Bank of Brazil, and the term "CMN" means the
Brazilian National Monetary Council (Conselho Monetário Nacional).
Itaú Unibanco Holding is the parent of two main operating subsidiaries: Itaú Unibanco S.A. ("Itaú Unibanco")
and Banco Itaú BBA S.A. ("Itaú BBA"). Together with its subsidiaries and affiliates, Itaú Unibanco Holding is
referred to in this Offering Memorandum as the "Itaú Unibanco Group." Itaú Unibanco carries on our commercial
banking, consumer credit and other financial activities. Itaú BBA carries on our corporate and investment banking
activities.
Prospective purchasers of the Notes should be aware that the Notes are not guaranteed by, nor do they constitute,
an obligation of Itaú Unibanco or any other subsidiary of Itaú Unibanco Holding.
Having made all reasonable enquiries, the Issuer confirms that this Offering Memorandum, when taken together
with the relevant Final Terms, will contain all information with respect to the Issuer, its subsidiaries and affiliates
taken as a whole and the Programme and the Notes to be issued under the Programme which is material in the
context of the issue and offering of the Notes, that such information contained in this Offering Memorandum is true
and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Offering
Memorandum are honestly held and have been reached after considering all relevant circumstances and are based on
reasonable assumptions, and that there are no other facts the omission of which would, in the context of the offering
and issue of the Notes hereunder, make any statement in this Offering Memorandum, when taken together with the
relevant Final Terms as a whole, misleading in any material respect. The Issuer accepts responsibility accordingly.
No representation or warranty, express or implied, is made by the Dealers as to the accuracy or completeness of any
of the information set out in this Offering Memorandum, and nothing contained herein is or shall be relied upon as a
promise or representation by the Dealers, whether as to the past or to the future.
This Offering Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any of the
Notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer or
solicitation. The distribution of this Offering Memorandum and the offering of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Offering Memorandum comes are required by the Issuer,
the Dealers and the Trustee (as defined hereinafter) to inform themselves about and to observe any such restrictions.
For a description of certain further restrictions on offers and sales of Notes and distribution of this Offering
Memorandum, see "Subscription and Sale."
This Offering Memorandum should be read in conjunction with any supplement hereto and with any other
documents incorporated herein by reference (See "Documents Incorporated by Reference"). Full information on the
Issuer and any Notes issued under the Programme is only available on the basis of a combination of this Offering
Memorandum (including any supplement and any document incorporated by reference herein) and the relevant Final
Terms. You should rely only on the information contained in or incorporated into this Offering Memorandum. No
person is authorized to give any information or to make any representation not contained in or incorporated into this
Offering Memorandum and any information or representation not so contained or incorporated must not be relied
upon as having been authorized by or on behalf of the Issuer, any of the Dealers or the Trustee. The information
contained in this Offering Memorandum is accurate only as of the date of this Offering Memorandum and
information incorporated by reference is accurate only as of the date of the document in which it is contained. The
delivery of this Offering Memorandum at any time does not imply that the information contained in or incorporated
into it is correct as at any time subsequent to its date, regardless of such time of delivery of this Offering
Memorandum or of any sale of Notes.
This Offering Memorandum contains summaries intended to be accurate with respect to certain terms of certain
documents, but reference is made to the actual document, all of which will be made available to you upon request to
us when available, for complete information with respect thereto, and all such summaries are qualified in their
ii




entirety by such reference. Information that has been sourced from third parties has been accurately reproduced and,
as far as we are aware and are able to ascertain from information published by such third parties, no facts have been
omitted that would render the reproduced information inaccurate or misleading.
In receiving this Offering Memorandum and any supplement (including any relevant Final Terms), you hereby
acknowledge that (i) you have been afforded an opportunity to request from us and to review, and have received, all
additional public information considered by you to be necessary to verify the accuracy of, or to supplement, the
information contained or incorporated by reference herein; (ii) you have had the opportunity to review all of the
documents described or incorporated by reference herein; (iii) you have not relied on the Dealers or any person
affiliated with the Dealers in connection with any investigation of the accuracy of such information or the
investment decision and (iv) no person has been authorized to give any information or to make any representation
concerning us or the Notes (other than as contained or incorporated by reference herein) and, if given or made, you
should not rely upon any such other information or representation as having been authorized by us or the Dealers.
IN MAKING AN INVESTMENT DECISION, YOU MUST RELY ON YOUR OWN EXAMINATION
OF OUR BUSINESS AND THE TERMS OF THE SECURITIES OFFERED BY THIS OFFERING
MEMORANDUM, INCLUDING THE MERITS AND RISKS INVOLVED. THE NOTES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION
("SEC"), ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OF AMERICA (THE
"UNITED STATES") OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS
OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
ACT, OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND THE NOTES MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX
LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE
OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S). THIS OFFERING
MEMORANDUM HAS BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE
OFFER AND SALE OF THE NOTES OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN
RELIANCE ON REGULATION S AND WITHIN THE UNITED STATES TO "QUALIFIED
INSTITUTIONAL BUYERS" IN RELIANCE ON RULE 144A AND FOR LISTING OF THE NOTES ON
THE EURO MTF MARKET OF THE LUXEMBOURG STOCK EXCHANGE. THE NOTES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM. PROSPECTIVE PURCHASERS ARE HEREBY
NOTIFIED THAT SELLERS OF THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. AS A
PROSPECTIVE PURCHASER, YOU SHOULD BE AWARE THAT YOU MAY BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR A
DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF
THE NOTES AND DISTRIBUTION OF THIS OFFERING MEMORANDUM, SEE "SUBSCRIPTION
AND SALE" AND "TRANSFER RESTRICTIONS."
The Notes have not been, and will not be, registered with the Brazilian Securities Commission (Comissão de
Valores Mobiliários or "CVM"). Any public offering or distribution, as defined under Brazilian laws and
regulations, of the Notes in Brazil is not legal without prior registration under Law No. 6,385, enacted on December
7, 1976, as amended, and Instruction No. 400, issued by the CVM on December 29, 2003, as amended. Documents
relating to an offering of Notes by this Offering Memorandum, as well as information contained therein, may not be
supplied to the public in Brazil (as an offering of Notes by this Offering Memorandum is not a public offering of the
Notes in Brazil), nor be used in connection with any offer for subscription or sale of the Notes to the public in Brazil.
The Dealers have agreed not to offer or sell the Notes in Brazil, except in circumstances which do not constitute a
public offering or distribution of securities under applicable Brazilian laws and regulations.
This Offering Memorandum has been prepared on the basis that, except to the extent sub paragraph (ii) below
may apply, any offer of Notes in any Member State of the European Economic Area ("EEA") and the United
iii



Kingdom (each a "Relevant State") will be made pursuant to an exemption under the Prospectus Regulation from
the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an
offer in that Relevant State of Notes which are the subject of an offering contemplated in this Offering
Memorandum as completed by Final Terms in relation to the offer of those Notes may only do so (i) in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3
of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in
each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the
competent authority in that Relevant State and (in either case) published, all in accordance with the Prospectus
Regulation, provided that any such prospectus has subsequently been completed by Final Terms which specify that
offers may be made other than pursuant to Article 1(4) of the Prospectus Regulation in that Relevant State, such
offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or final
terms, as applicable, and the Issuer has consented in writing to its use for the purpose of such offer. Except to the
extent sub paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised, nor do they authorise,
the making of any offer of Securities in circumstances in which an obligation arises for the Issuer or any Dealer to
publish or supplement a prospectus for such offer.
For the purposes of this provision, the expression "an offer of Notes to the public" in relation to any Notes in
any Relevant State means the communication in any form and by any means of sufficient information on the terms
of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes and
the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or superseded).
IMPORTANT ­ EEA AND UK RETAIL INVESTORS. If the Final Terms in respect of any Notes includes
a legend entitled "Prohibition of Sales to EEA and UK Retail Investors", the Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in any member state of the European Economic Area "EEA" or in the United Kingdom (the "UK"). For
these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of
Directive (EU) 2016/97 (as amended, the "IDD"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the
PRIIPS Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET. The relevant Final Terms in respect of any
Notes may include a legend titled "MiFID II Product Governance" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels. A determination will be made in relation to each issue of Notes about whether, for
the purpose of the MiFID product governance rules under EU Delegated Directive 2017/593 (the "MiFID Product
Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Dealers nor any of their respective affiliates will be a manufacturer for the purposes of the
MiFID Product Governance Rules.
This Offering Memorandum is for distribution only to persons who (i) are outside the United Kingdom or (ii)
have professional experience in matters relating to investment falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (iii) are persons falling
within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iv) are
persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise
lawfully be communicated (all such persons together being referred to as "relevant persons"). This Offering
Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this Offering Memorandum relates is available
only to relevant persons and will be engaged in only with relevant persons.
iv



This Offering Memorandum constitutes a "prospectus" for the purposes of the admission to listing on the
Official List of the Luxembourg Stock Exchange and to trading of the Notes on the Euro MTF in accordance with
the rules and regulations of the Luxembourg Stock Exchange (the "Rules"). The Euro MTF is not a "regulated
market" pursuant to Article 44 of MiFID II. The Euro MTF falls within the scope of Regulation (EU) No 596/2014,
as amended, on market abuse and the related Directive 2014/57/EU on criminal sanctions for market abuse. This
Offering Memorandum therefore does not comprise a base prospectus for the purposes of Article 8 of the Prospectus
Regulation.
SINGAPORE SFA PRODUCT CLASSIFICATION ­ In connection with Section 309B of the Securities
and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer of Notes,
the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that
the Notes to be issued under the Programme are `prescribed capital markets products' (as defined in the CMP
Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale
of Investment Products and MAS Notice FAAN16: Notice on Recommendations on Investment Products).
No invitation whether directly or indirectly may be made to members of the public in the Cayman Islands to
subscribe for the Notes unless the Issuer is listed on the Cayman Islands Stock Exchange.
This offering memorandum constitutes a base prospectus for the purpose of Part IV of the Luxembourg law on
prospectuses for securities dated 16 July, 2019. Neither this Offering Memorandum nor any other material relating
to the Notes will be offered, sold, distributed or otherwise made available in the Grand Duchy of Luxembourg other
than in compliance with the Law of 16 July 2019 on prospectuses for securities.
________________
Each prospective purchaser of the Notes must comply with all applicable laws and regulations in force in any
jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or permission
required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any
jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we nor any Dealer
shall have any responsibility therefor.
We have prepared this Offering Memorandum solely for use in connection with the offer and sale of the Notes
in the United States to QIBs as defined in Rule 144A and outside the United States to non-U.S. persons in
accordance with Regulation S. You agree that you will hold the information contained in this Offering
Memorandum and the transaction contemplated hereby in confidence. You may not distribute this Offering
Memorandum to any person, other than a person retained to advise you in connection with the purchase of the Notes.
Notwithstanding anything to the contrary contained herein, each prospective investor (and each employee,
representative or other agent of each prospective investor) may disclose to any and all persons, without limitation of
any kind, the U.S. federal income tax treatment and U.S. federal income tax structure (as such terms are used in
Sections 6011, 6111 and 6112 of the U.S. Internal Revenue Code of 1986, as amended; (the "Code") and the
Treasury Regulations promulgated thereunder) of an offering of the Notes pursuant to this Offering Memorandum
and all materials of any kind (including opinions or other tax analyses) that are provided relating to such tax
treatment and tax structure.
Certain amounts included in this Offering Memorandum have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown
as totals in certain tables may not be an arithmetical aggregation of the figures preceding them.
References herein to "US$," "$," "U.S. dollars" or "dollars" are to United States dollars, references to "real,"
"reais" or "R$" are to Brazilian reais, the official currency of Brazil since July 1, 1994, references to "CI$" are to
Cayman Islands dollars, references to "Euro" and "" are to the currency introduced at the start of the third stage of
the European Economic and Monetary Union pursuant to the treaty, as amended, establishing the European
Community, and references to "Sterling" are to Pounds Sterling. References to "billions" are to thousands of
millions.
Our operations are based primarily in Brazil and the financial statements contained in this Offering
Memorandum are expressed in reais. The selling rate of reais for U.S. dollars on March 10, 2020 was R$ 4.669 per
US$1.00. Further information regarding the exchange rate system in Brazil is given under "Exchange Rates."
v



See "Risk Factors" in this Offering Memorandum for a description of certain factors relating to an investment in
the Notes, including information about our business. None of us, the Dealers and any of our or their respective
representatives is making any representation to you regarding the legality of an investment by you under applicable
legal investment or similar laws, nor is providing any business, legal, financial or accounting advice. You should
consult with your own advisers as to legal, tax, business, financial and related aspects of a purchase of the Notes.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as stabilizing
manager(s) (the "Stabilising Manager(s)") (or persons acting on their behalf) may over-allot Notes (provided that,
in the case of any offering of Notes to be admitted to trading on an EEA or United Kingdom trading venue as
defined in Regulation (EU) No 596/2014 (as amended, the "Market Abuse Regulation"), the aggregate principal
amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the Notes subject to the
offering, or 115 per cent. of such amount where Article 8 of Commission Delegated Regulation (EU) 2016/1052
applies and there is a "greenshoe option" as defined in that Regulation) or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail. However,
stabilization may not necessarily occur. Any stabilization action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any
time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60
days after the date of the allotment of the relevant Tranche of Notes. Any stabilization action or over-allotment must
be conducted by the relevant Stabilising Manager(s) (or persons acting on their behalf) in accordance with all
applicable laws and rules and will be undertaken at the offices of the Stabilizing Manager(s) (or persons acting on
their behalf) and on the Euro MTF Market.
In connection with the Programme, the Dealers are not acting for anyone other than the Issuer and will not be
responsible to anyone other than the Issuer for providing the protections afforded to their clients nor for providing
advice in relation to the Programme or any offering of Notes thereunder.

vi



ENFORCEABILITY OF JUDGMENTS
Cayman Islands
We have been advised by Maples and Calder, our Cayman Islands legal counsel, that although there is no
statutory enforcement in the Cayman Islands of judgments obtained in England, New York or Brazil, a judgment
obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law,
without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign
judgment debt in the Grand Court of the Cayman Islands, provided such judgment: (i) is given by a foreign court of
competent jurisdiction; (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the
judgment has been given; (iii) is final; (iv) is not in respect of taxes, a fine or a penalty; and (v) was not obtained in a
manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the
Cayman Islands.
Brazil
A final conclusive judgment for the payment of money rendered by any English court or any New York state or
federal court sitting in New York City in respect of the Notes would be recognized in the courts of Brazil (to the
extent that Brazilian courts may have jurisdiction), and such courts would enforce such judgment without any retrial
or re-examination of the merits of the original action only if such judgment has been previously recognized by
Brazil's Superior Court of Justice (Superior Tribunal de Justiça or the "Superior Court of Justice"), such ratification
being available only if:
·
The judgment fulfills all formalities required for its enforceability under the laws of England or of the
State of New York and the United States;
·
The judgment contemplates an order to pay a determined sum of money;
·
The judgment is issued by a competent court after proper service of process on the parties, which
service must comply with Brazilian law if made in Brazil or, after sufficient evidence of the parties'
absence has been given, as established pursuant to applicable law;
·
The judgment is not subject to appeal and is not against Brazilian res judicata;
·
The judgment is apostilled by a competent authority of the State from which the document emanates
according to the Hague Convention of October 5, 1961 Abolishing the Requirement of Legalisation for
Foreign Public Documents or authenticated by the Brazilian consulate in England or in the State of
New York, as applicable, and is accompanied by a sworn translation into Portuguese; and
·
The judgment is not against Brazilian public policy, good morals, dignity of the human beings or
national sovereignty.
Notwithstanding the foregoing, no assurance can be given that such recognition would be obtained, that the
process described above could be conducted in a timely manner or that a Brazilian court would enforce a monetary
judgment for violation of English or U.S. securities laws with respect to the Notes.
Further, we note that:
·
Civil actions may be brought before Brazilian courts in connection with the offer and sale of Notes
under the Programme based solely on the securities laws of England or the federal securities laws of
the United States and that Brazilian courts may enforce such liabilities in such actions against us
(provided that the provisions of such laws do not contravene Brazilian public policy, good morals or
national sovereignty and provided further that Brazilian courts can assert jurisdiction over the
particular action);
·
The ability of a judgment creditor to satisfy a judgment by attaching certain of our assets is limited by
provisions of Brazilian law;
·
Pursuant to Article 83 of the Brazilian Code of Civil Procedure, a plaintiff, whether Brazilian or non-
Brazilian, who resides outside Brazil or is outside Brazil during the course of the litigation in Brazil
and who does not own real property in Brazil, must post a bond to secure the payment of the
defendant's legal fees and court expenses. The bond must have a value sufficient to satisfy the
vii



payment of court fees and the defendant's attorney fees, as determined by a Brazilian judge. This
requirement does not apply pursuant to Article 83, First Paragraph, II and III, of the Brazilian Code of
Civil Procedure, (i) in case of collection claims based on an instrument (which does not include the
Notes issued hereunder) that may be enforced in Brazilian courts without the review of its merit (título
executivo extrajudicial) or counterclaims (reconvenções); and (ii) to the enforcement of foreign
judgments which have been duly confirmed by the Superior Court of Justice (cumprimento de
sentença);
·
Urgent provisional measures can be rendered by the Superior Court of Justice during the course of the
recognition proceedings;
·
As a rule, interlocutory decisions ordering measures over the course of a procedure also need to be
recognized by the Superior Court of Justice. These measures will be accomplished by a letter rogatory,
and interested parties may challenge compliance by means of motions; and
·
In addition to the recognition of a final decision, Brazilian law requires due process to obtain a writ of
execution in order to enforce such decision. Such due process consists of certain enforcement
proceedings to be carried out before federal courts pursuant to the Brazilian Code of Civil Procedure.
No assurance can be given that such writ of execution would be obtained in a timely manner.
Notwithstanding the foregoing, no assurance can be given that the process described above can be conducted in
a timely manner.
viii



DOCUMENTS INCORPORATED BY REFERENCE
We incorporate by reference in this Offering Memorandum the documents described below, which means that
we can disclose important information to you by referring you to those documents. The information incorporated by
reference is considered to be part of this Offering Memorandum, even though it is not repeated in this Offering
Memorandum.
We incorporate by reference the following documents:
1. the Itaú Unibanco Holding annual report on Form 20-F as of and for the year ended December 31,
2018, filed with the SEC on April 30, 2019 (the "2018 Form 20-F");
2. the Report on Form 6-K furnished to the SEC on November 6, 2019, in respect of the agreement
entered into with Zup I.T. Serviços em Tecnologia e Inovação providing for the acquisition of 100% of
its capital stock;
3. the Report on Form 6-K furnished to the SEC on November 12, 2019, in respect of the Tier 2
Subordinated Financial Bills;
4. the Report on Form 6-K furnished to the SEC on November 14, 2019, in respect of the Tier 2
Subordinated Notes;
5. the Report on Form 6-K furnished to the SEC on December 30, 2019, in respect of Itaú Unibanco
Holding S.A. increase of equity interest in Pravaler S.A.;
6. the Report on Form 6-K furnished to the SEC on January 9, 2020, in respect of the composition and
experience of the Board of Directors, Officers and Committee Members of the Issuer;
7. the Report on Form 6-K furnished to the SEC on January 17, 2020, in respect of the Senior Notes
issued under the MTN Programme;
8. the Report on Form 6-K furnished to the SEC on February 11, 2020, in respect of Complementary
Dividends and Interest on Capital to be paid on March 6, 2020;
9. the Report on Form 6-K furnished to the SEC on February 13, 2020, in respect of Complementary
Dividends and Interest on Capital to be paid on March 6, 2020;
10. the Report on Form 6-K furnished to the SEC on February 14, 2020, containing the 2019 audited Itau
Unibanco Holding audited consolidated financial statements as at December 31, 2019 and for the year
then ended and a management's discussion of the financial information and results of Itaú Unibanco
Holding as of December 31, 2019 and recent developments; and
11. any future filings of Itaú Unibanco Holding on Form 20-F made with the SEC after the date of this
Offering Memorandum and prior to the termination of this Programme, and any future reports of Itaú
Unibanco Holding on Form 6-K furnished to the SEC during that period that are identified in those
forms as being incorporated by reference into this Offering Memorandum.
References to this Offering Memorandum shall mean this document and all documents from time to time
incorporated herein by reference.
We will, at the specified office of our Listing Agent (as hereinafter defined), provide, without charge, a copy of
this Offering Memorandum and a copy of any or all of the documents incorporated herein by reference, where such
documents will be available free of charge to any interested person. Such documents will also be available on the
website of the Luxembourg Stock Exchange (www.bourse.lu). We have agreed to furnish to the Luxembourg Stock
Exchange all such information as required by the rules of the Luxembourg Stock Exchange in connection with the
listing on the Luxembourg Stock Exchange of the Notes. We shall, during the continuance of the Programme,
prepare a supplement to this information memorandum whenever required by the rules of the Luxembourg Stock
Exchange. Documents incorporated by reference after the date of this Offering Memorandum will not be published
on the Luxembourg Stock Exchange website.
The information contained in or accessible through the websites mentioned in this Offering Memorandum or in
the documents incorporated by reference herein is not part of this Offering Memorandum or incorporated by
reference herein and are for information purposes only.
ix


Document Outline