Itaúsa – Investimentos Itaú S.A....2014/05/13 · Itaúsa – Investimentos Itaú S.A. (the “Issuer”) is a corporation enrolled in the Legal Entity Taxpayer Registry under

Itaúsa – Investimentos Itaú S.A.Reference Form - 2012

CVM Instruction No. 480/09Base Date: December 31, 2012

Reference Form 2013 | Itaúsa – Investimentos Itaú S.A.

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Itaúsa - Investimentos Itaú S.A.

REFERENCE FORM

Base Date: December 31, 2012

(in compliance with Attachment 24 of CVM Instruction No. 480 of December 7, 2009, or “CVM Instruction 480”) Identification

Itaúsa – Investimentos Itaú S.A. (the “Issuer”) is a corporation enrolled in the Legal Entity Taxpayer Registry under CNPJ/MF No. 61.532.644/0001-15, with its incorporation documents duly filed with the Board of Trade of the State of São Paulo under NIRE No. 35300022220, and registered as a listed company with the Brazilian Securities Commission (“CVM”) under Company No. 007617.

Head Office

The Issuer’s head office is located at Praça Alfredo Egydio de Souza Aranha, 100 - Torre Olavo Setubal, in the City of São Paulo, State of São Paulo, CEP 04344-902.

Investor Relations Office

The investor relations area of Itaúsa is located on Avenida Paulista, 1938 5th floor, Bela Vista, São Paulo, SP, Brazil, CEP 01310-942. The investor relations officer is Mr. Henri Penchas. The telephone and fax numbers of the Investor Relations Department is (0xx11) 3179 7177 and (11) 3179 7101, respectively, and the email is: [email protected]

Independent Auditors of the Company

PricewaterhouseCoopers Auditores Independentes for the years ended December 31, 2012, December 31, 2011 and December 31, 2010.

Underwriter

Itaú Corretora de Valores S.A.

Shareholder Services

Itaú Corretora de Valores S.A.- Specialized Agency Shareholders - Rua Boa Vista, 176, 1st Basement, Centro, São Paulo, SP, Brazil, CEP 01092-900, Phone (11) 27974198, Fax (11) 27973150 Email: [email protected]

Newspapers in Which the Issuer Divulges its Information

Official Gazette of the State of São Paulo (Diário Oficial do Estado de São Paulo) and Valor Econômico

Website

http://www.itausa.com.br The information displayed on the Company’s website is not an integral part of this Reference Form

Date of Last Review of this Reference Form

May 13, 2014 (originally presented on May 29, 2013, July 17, 2013, January 21, 2014, and May 07, 2014)


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CONTENTS

ITEM 01. IDENTIFICATION OF THE PEOPLE RESPONSIBLE FOR THE CONTENTS OF THE FORM 3

ITEM 02. AUDITORS 4

ITEM 03.SELECTED FINANCIAL INFORMATION 6

ITEM 04. RISK FACTORS 12

ITEM 05. MARKET RISK 41

ITEM 06. ISSUER’S HISTORY 49

ITEM 07. ACTIVITIES OF THE ISSUER 64

ITEM 08. ECONOMIC GROUP 92

ITEM 09. RELEVANT ASSETS 94

ITEM 10. COMMENTS OF DIRECTORS 98

ITEM 11. PROJECTIONS 115

ITEM 12. STOCKHOLDERS’ MEETINGS AND MANAGEMENT 116

ITEM 13. MANAGEMENT COMPENSATION 150

ITEM 14. HUMAN RESOURCES 162

ITEM 15. CONTROLS 163

ITEM 16. TRANSACTIONS WITH RELATED PARTIES 169

ITEM 17. CAPITAL 171

ITEM 18. SECURITIES 173

ITEM 19. REPURCHASE PLANS AND TREASURY SECURITIES 180

ITEM 20. SECURITIES TRADING POLICY 183

ITEM 21. INFORMATION DISCLOSURE POLICY 185

ITEM 22. EXTRAORDINARY BUSINESS 187 INDEPENDENT AUDITOR’S REPORT ON THE REFERENCE FORM (CVM INSTRUCTION No. 480) 188


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ITEM 1 - IDENTIFICATION OF THE PERSONS RESPONSIBLE FOR THE CONTENTS OF THE FORM

Names of the people responsible for the contents of the form

Position

Alfredo Egydio Arruda Villela Filho Chief Executive Officer (“CEO”)

Henri Penchas Investor Relations Officer

The above named officers state that:

a. They have revised the reference form

b. All information contained in the form is in compliance with the provisions of CVM Instruction No. 480, particularly Articles 14 to 19

c. The information contained in the form presents a true, accurate and complete portrait of the Issuer’s economic and financial condition, the risks inherent to its activities and to the securities issued by it.


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ITEM 2 - AUDITORS

Items - 2.1 and 2.2 2012

Has an auditor been engaged? (X) YES ( ) NO

Auditor’s Brazilian Securities Commission (“CVM”) code

2879

Type of auditor National

Corporate name PricewaterhouseCoopers Auditores Independentes

Corporate Taxpayers’ Registry (“CNPJ”) number

61.562.112/0001-20

Date services were contracted 01.01.2010

Date contracted services ended

Description of the services contracted

In 2010, service agreement for the audit of the financial statements.

In 2011 and 2012, service agreement for the audit of the financial statements and issue of reports required by the regulatory authorities.

Total amount of the fees of the independent auditors in the last year separated by service

The fees of the independent auditors for the year ended December 31, 2012 amounted to R$ 547,000 and include only audit services.

Justification for replacement In 2010, due to the compliance with the rotation rule for the replacement of the independent auditor.

Any reasons presented by the auditor contrasting with the Issuer’s justification for their replacement

In 2010, 2011 and 2012, none.

Person in charge Name of the person in charge Paulo Sergio Miron

Individual Taxpayers’ Registry (“CPF”) number of the person in charge

076.444.278-30

Address Venue Av. Francisco Matarazzo, 1400

Additional information 9-10º, 13º-17º

District Água Branca

CEP 05001-100

City Code 11

Telephone number 3674-3901

City Code (facsimile) 3674-2030

E-mail address [email protected]


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2.3. Supply other information that the Issuer may deem relevant

a. In compliance with CVM Instruction No. 381/03, Itaúsa and its subsidiaries have adopted the formal procedure of

consulting with the independent auditors to ensure that any other services performed by the auditors will not affect their independence or objectivity necessary for the performance of independent audit procedures.

b. Some subsidiaries of Itaúsa have Audit Committees which oversee the activities of their independent audit firms.

These Committes report directly to the Board of Directors, with a mandate of one year:

Itaú Unibanco Holding S.A.: created in April 2004, the Audit Committee is composed of five members, which one of whom is classified as a financial expert;

Duratex S.A.: the Audit and Risk Management Committee was created in November 2009 and is composed of five members, which one of whom is a expert;

Itautec S.A.: the Audit and Risk Management Committee was created in September 2010 and is composed of four members, which one of whom is a expert;

c. Currently, Elekeiroz S.A. does not have an Audit Committee, and instead has a Governance and Risk Committee,

created in December 2010, at Board of Directors level and coordinated by an independent director, responsible for the technical monitoring of the internal and external audit activities and for overseeing the implementation of the recommendations arising from this work by the Executive Board. The independent auditors are selected by the Board of Directors and are administratively subordinated to them.


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ITEM 3 - SELECTED FINANCIAL INFORMATION

3.1- Financial information

In millions of R$ ( except if otherwise indicated)

Financial information Company

Consolidated

Description/Date 12/31/2012 12/31/2011 12/31/2010

Shareholders’ equity 32,709 32,290 29,036

Total assets 364,017 312,002 275,492 Net revenue/Income from financial operations/Gains on insurance premiums 59,363 56,238 47,942

Gross income 6,633 6,631 7,063

Net income 5,040 5,367 5,013

Number of shares, former treasury shares (units) 4,847,459,747 4,394,973,256 4,362,427,860

Book value per share (in Brazilian Reais) 6.75 7.35 6.66

Net income per share (in Brazilian Reais) 0.94 1.10 1.01

3.2 If the Issuer disclosed in the previous year or if it wishes to disclose in this form non-accounting measures such as EBITDA (earnings before interest, taxes, depreciation and amortization) or EBIT (earnings before interest and taxes), the Issuer should: a) State the amounts of the non-accounting measures

The company did not disclose any non-accounting measures in the previous fiscal year.

b) Reconcile the amounts disclosed and the amounts presented in the audited financial statements

None. c) Explain why it believes that these measurement are the most appropriate for a correct understanding of its financial position and the results of its operations

None. 3.3 Identify and comment on any events subsequent to the issue of the most recent financial statements for the year, and which could significantly impact them Strategic Repositioning of Itautec in IT Market

On May 15, 2013, Itaúsa announced to its stockholders and to the market in general that its controlled company Itautec had signed a strategic partnership agreement (the “Operation”), involving the sale of a stake of 70% of its banking, commercial automation and service activities to Oki Electric Industry Co. Ltd. The conclusion of the Operation is expected to take place in December 2013 and is contingent on the approval of the Administrative Council for Economic Defense (“CADE”), the Brazilian anti-trust authority, as well as upon compliance with certain conditions contained in the agreement itself. The estimated result of the Operation for Itaúsa is immaterial, considering the negative result of Itautec’s equity income and the appropriation of the unrealized profits of Itautec’s operations with other companies in the conglomerate.

In the same announcement, Itaúsa informed that the Itautec IT unit will be gradually deactivated without prejudice to the full compliance of all the supply, maintenance and guarantee contracts and obligations related to the equipment of the Itautec/InfoWay brand, as well as of the associated consumer services and maintenance. Acquisition of Shares and Quotas of Credicard and Citifinancial

On May14, 2013, Itaú Unibanco S.A. (controlled company by Itaú Unibanco Holding S.A.), Banco Citibank S.A. and its affiliated company Corinth HoldCo LLC (Banco Citibank S.A. and Corinth HoldCo LLC, “Citibank”) signed a purchase and sale agreement for the acquisition of 100% shares issued by Banco Citicard S.A. and 100% of quotas of Citifinancial Promotora de Negócios e Cobrança Ltda. for the amount of R$ 2,767 million. The implementation of the acquisition depends on the approval of the Central Bank of Brazil and CADE. Private Pension Plan – Fundação Itaúsa Industrial


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On January 28, 2013, the National Pension Plan Authority (“PREVIC”) approved the review of the Defined Benefit

Pension Plan (“DB”), the adjustment of the superavit and the recovery of the technical balance of the plan by means of the reversal of R$81 million (R$54 million net of tax effects), relative to the Special Reserve in its Equity to the sponsors. This amount will be made available in accordance with Resolution CGPC No. 26, for 36 months beginning in 2013. Acquisition of Thermosystem Indústria Eletro Eletrônica Ltda.

On January 2, 2013, Duratex S.A entered into a purchase agreement for the acquisition of all of the quotas of Thermosystem Indústria Eletro Eletrônica Ltda. capital at a price of R$ 58.1 million.

This amount may be adjusted upwards or downwards in accordance with the working capital calculated based on

the financial statements for 2012. The payments were scheduled to mature as follows: 50% in January 2013, 20% in February 2013 (five business days from the 2012 balance sheet date), and the

final 30% in three annual and successive installments falling due in April 30, 2014, 2015 and 2016.

3.4. Describe the policy for the appropriation of income for the past three years, indicating:

The Board of Directors presents to the Annual Shareholders’ Meeting, together with the financial statements, a proposal for the appropriation of net income for the year, and the main appropriations are: (i) 5% to the Legal Reserve, which should not exceed 20% of the capital stock, (ii) distribution of dividends to shareholders (see items “b” and “c” below) and (iii) setting up the following statutory reserves:

Reserve for Dividend Equalization: the purpose of this reserve is to guarantee funds for the payment of dividends,

including as interest on capital, or advances, to maintain the flow of shareholder remuneration. The reserve is limited to 40% of the capital stock and is made up with funds: a) Equivalent to up to 50% of the net income for the year, adjusted pursuant to Article 202 of Law No. 6,404/76, (b) Equivalent to up to 100% of the realized portion of Revaluation Reserves, recorded as retained earnings, (c) Equivalent to up to 100% of the amount of prior year adjustments, recorded as retained earnings, and (d) Arising from credits corresponding to dividend advances.

Reserve for Working Capital: the purpose of this reserve is to guarantee funds for the Issuer’s operations. It is limited to 30% of the capital stock, and is made up of funds equivalent to up to 20% of net income for the year, adjusted pursuant to Article 202 of Law No. 6,404/76.

Reserve for Capital Increases in Investees: the purpose of this reserve is to guarantee the exercise of the preemptive rights to the subscription of capital increases in investees. It is limited to 30% of the capital stock, being made up of funds equivalent to up to 50% of the net income for the year, adjusted pursuant to Article 202 of Law No. 6,404/76.

Upon a proposal by the Board of Directors, portions of these reserves are periodically capitalized so that the respective amount does not exceed the limit of 95% of the capital stock. The balance of these reserves added to the Legal Reserve may not exceed the value of the capital stock. a) Rules on the retention of earnings

There have been no changes to the Issuer’s practice for the retention of earnings over the past three years. Pursuant to Law No. 6,404/76, as amended, the shareholders may resolve, at a Shareholders’ Meeting, based on a proposal made by management, to retain of a portion of net income for the year that had previously been approved as part of the capital budget. Additionally, the mandatory minimum dividend may not be paid in any year, in instances where the management bodies inform the Annual Shareholders' Meeting that this would be incompatible with the Issuer’s financial position.

In the past three years, no earnings have been retained, and the dividend amount paid has been equal to or higher than the mandatory minimum dividend (see Item 3.5 below).


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b) Rules on the distribution of dividends

There have been no changes to the Company’s rules regarding the distribution of dividends over the past three years. Shareholders are entitled to receive as mandatory dividends, each year, the minimum amount of 25% of the net income computed in the same year, adjusted by the addition or deduction of the amounts specified in letters “a” and “b” of Item I of Article 202 of Law No. 6,404/76 and in compliance with Items II and III of the same legal provision.

As resolved by the Board of Directors, interest on capital can be paid, including interest on capital paid or credited to the amount of the mandatory dividend, as provided for in Article 9, paragraph 7 of Law No. 9,249/95.

Additionally, management may resolve on the distribution of additional dividends whenever this is deemed to be convenient for the Issuer and/or its shareholders. These distributions do not mean that there will be any distribution of dividends in addition to the mandatory minimum dividend in the future.

For further information on the percentages of dividends distributed over the past three years, see Item 3.5 below.

c) Frequency of the distribution of dividends

During the past three years, the mandatory dividend has been distributed quarterly or at shorter intervals throughout the year, and until the Annual Shareholders’ Meeting that approves the respective financial statements.

The payment of mandatory dividend is made based on the shareholding position on the last day of the prior month and is made on the first working day of the subsequent month. Interim dividends may also be declared as provided for in Article 204 of Law No. 6,404/76.

The portion of the mandatory dividend that is paid in advance as interim dividends debited from the account "Reserve for Dividend Equalization” will be credited to the same reserve. d) Any restrictions on the distribution of dividends imposed by legislation or special regulations applicable to the Issuer, as well as agreements, court, administrative or arbitration decisions

None.


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3.5. In a table, please indicate for each of the past three years:

In R$

12.31.2012 12.31.2011 12.31.2010

Adjusted net income 4,312,271,594.48 4,594,752,117.75 4,196,399,229.37 Dividends distributed in relation to adjusted net income

38.550000 35.190000 34.000000

Rate of return in relation to the Issuer’s shareholders’ equity

15.400000 17.600000 17.900000

Total dividends distributed 1,662,193,947.25 1,616,908,573.27 1,426,956,268.57

Retained earnings 2,650,077,647.23 2,977,843,544.48 2,769,442,960.80

Date of retention approval 04.30.2013 04.26.2012 04.29.2011

Retained earnings Amount Dividend payment

Amount Dividend payment

Amount Dividend payment

Interest on capital

Common 174,498,073.31 03.14.2013 112,486,361.36 08.22.2011 102,293,242.93 08.20.2010

Preferred 278,739,413.06 03.14.2013 180,260,068.00 08.22.2011 163,925,534.62 08.20.2010

Common 153,968,888.21 06.282013 201,898,597.29 03.13.2012 124,866,332.83 03.17.2011

Preferred 245,946,540.92 06.28.2013 322,508,411.80 03.13.2012 200,099,046.41 03.17.2011

Common 199,506,353.32 06.28.2013 32,787,763.84 03.13.2012 67,433,534.44 03.17.2011

Preferred 318,687,093.63 06.28.2013 52,374,458.18 03.13.2012 108,062,642.91 03.17.2011

Common 180,266,604.73 06.08.2012 159,583,173.66 06.10.2011

Preferred 287,953,939.11 06.08.2012 255,732,991.81 06.10.2011

Mandatory dividend

Common 27,994,343.31 07.02.2012 23,531,143.62 07.01.2011 23,531,143.62 07.01.2010

Preferred 37,264,627.41 07.02.2012 30,933,411.82 07.01.2011 36,025,370.58 07.01.2010

Common 27,994,343.31 10.01.2012 23,752,776.15 10.03.2011 23,531,143.62 10.01.2010

Preferred 37,264,627.41 10.01.2012 31,214,379.29 10.03.2011 36,025,370.58 10.01.2010

Common 27,994,343.31 01.02.2013 23,752,776.15 01.02.2012 23,531,143.62 01.03.2011

Preferred 37,264,627.41 01.02.2013 31,166,779.29 01.02.2012 36,025,370.58 01.03.2011

Common 27,994,343.31 04.01.2013 23,752,776.15 04.02.2012 23,531,143.62 04.01.2011

Preferred 37,264,627.41 04.01.2013 31,166,779.29 04.02.2012 36,025,370.58 04.01.2011

Minimum priority dividend

Preferred

7,452,925.48 07.02.2012 6,775,386.80 07.01.2011 6,733,714.04 07.01.2010

7,452,925.48 10.01.2012 6,775,386.80 10.03.2011 6,733,714.04 10.01.2010

7,452,925.48 01.02.2013 6,775,386.80 01. 02.2012 6,733,714.04 01.03.2011

7,452,925.48 04.01.2013 6,775,386.80 04.02.2012 6,733,714.04 04.01.2011

3.6. State whether, in the past three years, dividends were declared in retained earnings or reserves recognized in prior years

In the past three years, no dividends were declared in retained earnings, or no reserves were recognized in prior years. 3.7. In a table, please describe the Issuer’s indebtedness ratio, indicating:

2.012

Total amount of the debt, of any nature (R$) 1,937,000,000 Indebtedness ratio 6.5%


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3.8 Liabilities, in accordance with their nature and maturities: Year December 31, 2012

Type of liability Less than one year From one to three years

From three to five years

More than five years

Secured debt - - - - Debts with floating guarantees

- - -

Unsecured debts R$ 1,937,000,000.00 - - -

Total R$ 573,000,000.00 - - -

Notes, if any: Note 1 – On December 31, 2012, the commitments assumed by Itaúsa were, basically, to pay dividends and interest on capital payable, promissory notes and debentures (unsecured credit), tax liabilities and other provisions. Note 2 – The information provided in this item refers to the individual financial statements. 3.9. Supply other information that the Issuer may deem relevant Additional information to Item 3.5: On November 10, 2008, Itaúsa established a system for the distribution of profits to its shareholders on a quarterly basis, which provides for payments in the following periods: the first working day of July and October of every year and of January and April of the following year, as a quarterly advance payment of the mandatory dividend for the year. In addition to this quarterly advance payment, upon approval of the balance sheets for the six-month period and for the year, additional dividends and interest on capital are determined and the payment dates for these are established at the Board Meeting that approves this distribution. Additional information to Item 3.7:

The data regarding the amount of the debt was obtained from the individual balance sheet of the Issuer (current liabilities plus non-current liabilities divided by shareholders’ equity). Accounting Policies - New Pronouncement

The IFRS 11 determines that companies with investments in jointly-controlled entities will not have the option to use the proportional consolidation accounting. These companies should always use the equity accounting method. IFRS 11 shall be effective for annual periods beginning after January 1, 2013.

The Consolidated Financial Statements of Itaúsa will no longer include the proportional consolidation of the jointly-

controlled companies (Itaú Unibanco and IUPAR), and both will be accounted for under the equity method.


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Should IFRS 11 have been adopted in 2012, the main impacts would have been as follows:

Consolidated Itaúsa

Published

Portion of Itaú Unibanco and IUPAR Considered in the Consolidated Itaúsa

Published

Consolidated Itaúsa Without the Proportional

Consolidation of Itaú Unibanco and IUPAR

Balance Sheet at 12/31/2012

Assets 364,017

(324,962) 39,055

Liabilities 331,308

(324,928) 6,380

Consolidated Shareholders' Equity 32,709

(35) 32,674

(-) Non-controlling Interest in Shareholders' Equity of Consolidated Companies

2,682

(35) 2,647

Shareholders' Equity of Controlling Companies 30,027 - 30,027

Statement of Income from 01/01 to 12/31/2012

Revenue from interest and investments 35,028

(34,822) 206

Interest and investments expenses

(17,734) 17,678 (56)

Results of Unconsolidated Companies 72 4,535 4,607

Consolidated Net Income 5,040

(204) 4,836

(-) Non-controlling Interest in Net Income of Consolidated Companies

501

(204) 297

Net Income of Controlling Companies 4,539 - 4,539


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ITEM 4 - RISK FACTORS

The results of Itaúsa directly depend on the operations, activities and results of its subsidiaries, particularly of the following publicly held companies controlled, Duratex S.A. (“Duratex”), Elekeiroz S.A. (“Elekeiroz”) and Itautec S.A. (“Itautec”) wich are controlled subisidiaries of Itaúsa, and Itaú Unibanco Holding S.A. (“Itaú Unibanco”), controlled subisidiary of Itaúsa together with Itaú Unibanco Participações S.A. - IUPAR. As Itaúsa is a holding company, the risk factors that may influence the decision to invest in its securities essentially arise from the risk factors to which its subsidiaries are exposed.

The investors and potential investors of Itaúsa should carefully read this complete reference form Itaúsa. The

business, the results of operations and the financial condition of Itaúsa’s subsidiaries and, consequently, the results and financial condition of Itaúsa itself, may be adversely affected if any of these risks materialize, and, in such an event, the trading prices of Itaúsa’s securities may fall, and its investors may lose all or part of their investment.

The risks described in this Item 4.1 are not the only ones faced, or the only ones related to an investment in

Itaúsa’s securities. However, these are the risks considered material by Itaúsa as at the date of this Reference Form. There may be additional risks that Itaúsa considers immaterial or of which it is currently not aware. In the event that these risks become material, their effects will be similar to those described below. 4.1. Describe risk factors that may influence an investment decision, particularly those related to:

a) The Issuer

Itaúsa is a company whose results depend on those of its subsidiaries.

The results of Itaúsa depend directly on the operations, activities and results of its subsidiaries. The main

subsidiaries of Itaúsa are Duratex, Elekeiroz, Itautec and Itaú Unibanco Holding, each of which is a publicly-held company with risks that are specific to their businesses. Itaúsa’s ability to fulfill its financial obligations and pay dividends to shareholders, including as interest on capital, depend on the distribution of profits by its subsidiaries.

There is no guarantee that these funds will be made available to Itaúsa or that they will be sufficient to cover all financial liabilities and pay dividends to its shareholders.

Difficulties in implementing the strategic growth plans of Itaúsa’s subsidiaries may affect the results of these

companies and, consequently, those of Itaúsa itself. Itaúsa, directly or through its subsidiaries, is exposed to the effects of disruptions and volatility in the

global financial markets and the economies in those countries where it does business, especially Brazil. Beginning in late 2007, major financial institutions, including some of the largest global commercial and investment

banks and insurance companies, experienced significant difficulties, notably a lack of liquidity and the depreciation of their financial assets. More recently, tax concerns in Europe, such as high indebtedness ratios, growth reductions and the risk of sovereign default, especially in Greece, Spain, Italy, Ireland and Portugal, increased the volatility of the global financial markets, which were already relatively fragile. Simultaneously, the United States is facing fiscal difficulties that led to the lowering by Standard & Poor’s of the rating of its long-term sovereign bonds on August 6, 2011. These difficulties constricted the ability of major global financial institutions to engage in further lending activity and caused widespread losses. In addition, the lowering of the United States credit and debt securities, and doubts regarding the solvency of certain financial institutions and the financial services industry generally, led to marketwide liquidity problems and could lead to losses, defaults or bankruptcies of other institutions.

Itaú Unibanco, jointly-controlled of Itaúsa, through its subsidiaries, lends primarily to Brazilian borrowers, and the

effects mentioned above could have a material and adverse effect on its customers and increase its rate of non-performing loans, resulting in an increase in the risk associated with its lending activity. This would require its subsidiaries to make corresponding revisions to their risk management and loan loss reserve models. For example, in 2009, Itaú Unibanco, through its subsidiaries, experienced an increase in non-performing loans overdue for more than 90 days, from 3.6% of total loans as at December 31, 2008 to 5.6% as at December 31, 2009. As at December 31, 2012, through its subsidiaries, Itaú Unibanco’s non-performing loans past due more than 90 days represented 4.8% of its total loan portfolio.

The global financial downturn has had significant consequences for Brazil and the other countries in which Itaúsa’s

subsidiaries operate, including stock, interest and credit market volatility, a general economic slowdown, and volatile exchange rates that may, directly or indirectly, materially and adversely affect the market prices of Brazilian securities and


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have a material adverse effect on the business, results of the operations and financial condition of Itaúsa’s subsidiaries, and thus on the results and financial condition of Itaúsa itself. In addition, institutional failures and disruptions of the financial market in Brazil and the other countries in which Itaúsa’s subsidiaries operate could restrict the access of Itaúsa and these subsidiaries to capital markets.

Continued or worsening disruption or volatility in the global financial markets, such as a slowdown in the global

economy, an increase in the unemployment rate, a decrease in the purchasing power of consumers and a lack of credit availability, could lead to further adverse effects on the financial and economic environment in Brazil and the other countries in which Itaúsa’s subsidiaries operate and, consequently, have an adverse effect on the results of Itaúsa.

A failure or breach of operational or security systems of Itaúsa’s subsidiaries could temporarily interrupt the business, increasing costs and causing losses.

Itaúsa’s subsidiaries have high level high profile information security controls, and have made continuing

investments in infrastructure, operations and crisis management. However, its business, financial, accounting, data processing systems or other operating systems and facilities may stop operating properly for a limited period of time or become temporarily disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond its control, such as: electrical or telecommunications outages, breakdowns, systems failures or other events affecting third parties with which Itaúsa’s subsidiaries do business or that facilitate their business activities, including stock exchanges, clearing houses, financial intermediaries or vendors that provide services, or due to events arising from local or larger-scale political or social matters, as well as cyber attacks

Temporary interruptions to or failures of the physical infrastructure or operating systems that support the

businesses of Itaúsa’s subsidiaries and their customers, cyber attacks, or unauthorized disclosure of personal information held by them, could result in customer attrition, lawsuits, regulatory fines, penalties or intervention, reimbursement or other compensation costs and, consequently, have an adverse effect on the results of Itaúsa.

The integration of acquired or merged businesses involves certain risks that may have a material adverse effect on Itaúsa.

Itaúsa, directly or through its subsidiaries, has engaged in a number of mergers and acquisitions in the past and

may make new acquisitions as part of its growth strategy in the sectors in which it operates. Any acquisition and merger of institutions and assets, as well as the integration of such institutions and assets,

involve certain risks, including risks related to:

Difficulties in the processes of integration of new networks, information systems, personnel, financial and accounting, risk and other management systems, financial planning and reporting, products and client bases, generating unexpected costs and operating expenses, and additional demands on the management of Itaúsa’s subsidiaries

Incurring of unexpected liabilities or contingencies relating to the acquired institutions or assets

Anti-trust and other regulatory authorities may impose restrictions or limitations on the terms of the acquisition or

merger, require the disposal of certain assets or businesses or withhold their approval for transactions

The expected operational and financial synergies and other benefits from such mergers and acquisitions may not be fully achieved. If Itaúsa or its subsidiaries fail to achieve the business growth opportunities, cost savings and other benefits

anticipated from mergers and acquisition transactions, or incur greater than estimated integration costs, the results of their operations and financial condition may be materially and adversely affected.

The values of the investments of Itaúsa and of its subsidiaries in securities and derivatives are subject to market fluctuations due to changes in Brazilian or international economic conditions, and may produce material losses.

As at December 31, 2012, of the jointly-controlled Itaú Unibanco trading securities represented R$ 263,661 million,

or 26.0% of its assets, and derivative financial instruments which are used to hedge against risks represented R$ 12,513 million, or 1.2% of its assets. Realized and unrealized gains and losses have had and will continue to have a significant


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impact on the results of Itaú Unibanco and, consequently, on the results of Itaúsa. These gains and losses, recorded when investments in securities are sold or adjusted to market value (in the case of trading securities) or when derivative financial instruments are adjusted to market value, may fluctuate considerably from period to period and are impacted by domestic and international economic conditions. Additionally, Itaúsa’s subsidiaries enter into derivative transactions related to different assets. If, for example, Itaú Unibanco enters into derivatives transactions to protect against decreases in the value of the Brazilian Real or in interest rates and the Real increases in value or interest rates increase, it may incur financial losses. We cannot predict the amounts of realized or unrealized gains or losses for any future period, and variations from period to period have no practical analytical value in helping us to make such predictions. Such losses could materially and adversely affect the results of operations and the financial condition of Itaú Unibanco Itaúsa and, consequently, have an adverse effect on the results of Itaúsa. Gains and losses on the investment portfolios of Itaúsa’s subsidiaries may not continue to contribute to net income at levels consistent with those seen in recent periods, or at all, and these companies may not successfully realize the appreciation or depreciation now existing in their consolidated investment portfolio or any portion thereof.

Exposure to Brazilian federal government debt could have an adverse effect on Itaúsa and its

subsidiaries. Like many other Brazilian banks, Itaúsa and its subsidiaries invest in the debt securities of the Brazilian

government. As at December 31, 2012, approximately 13.09% of all assets and 48.09% of the securities portfolio of the jointly-controlled Itaú Unibanco Holding was made up of these Brazilian government debt securities. Any failure by the Brazilian government to make prompt payments under the terms of these securities, or a significant decrease in their market value, would have a material adverse effect on Itaúsa and its subsidiaries.

If the pricing expectations of those subsidiaries of Itaúsa which carry out insurance and pension plan

operations are incorrect, or their reserves for future policyholder benefits and claims are inadequate, the profitability of the insurance and pension products of such subsidiaries and, consequently, the results of operations and the financial condition of Itaúsa may be materially and adversely affected.

Those subsidiaries of Itaúsa which carry out insurance and pension activities plan their operations, set prices and

establish reserves for their insurance and pension products, respectively, based upon actuarial or statistical estimates. The pricing of insurance and pension products and the insurance and pension plan reserves carried to pay future policyholder benefits and claims are based on models that include many assumptions and projections which are inherently uncertain and involve the exercise of significant judgment. Areas requiring judgment include the level and timing of the receipt or payment of premiums, contributions, benefits, claims, expenses, demands, interest, investment results, interest rates, retirement, mortality, morbidity and persistency. Although the pricing of insurance and pension products and the adequacy of reserves are frequently reviewed, these Itaúsa subsidiaries cannot accurately determine the ultimate amounts that they will be required to pay for benefits, claims and expenses, when this payment will take place, or whether the assets supporting their policy liabilities, together with the future premiums and contributions, will be sufficient for the payment of benefits and claims. Significant deviations of actual results from the pricing assumptions could have a material adverse effect on the profitability of the insurance and pension plan products of Itaúsa’s subsidiaries and, consequently, have an adverse effect on the results of Itaúsa.

Further, if Itaúsa’s subsidiaries conclude that their reserves, together with future premiums, are insufficient to cover future policy benefits and claims, these companies would be required to increase their reserves and incur income statement charges for the period in which the determination was made, which may have a material adverse effect on the results of operations and the financial condition of Itaúsa’s subsidiaries and, consequently, on the results of operations and the financial condition of Itaúsa.


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The market, credit and operational risk management policies, procedures and methods of Itaúsa’s subsidiaries may not be fully effective in mitigating Itaúsa’s exposure to unidentified or unanticipated risks and the losses of Itaúsa’s subsidiaries may exceed the allowance for loan losses.

The market, credit and operational risk management policies, procedures and methods of Itaúsa’s subsidiaries,

including their statistical modeling tools such as value at risk (“VaR”), stress testing and sensitivity analyses, may not be fully effective in mitigating the risk exposure of Itaúsa’s subsidiaries in all market environments or against all types of risk, including the risks that Itaúsa or its subsidiaries may fail to identify or anticipate. Some of our quantitative tools and measures for managing risk are based upon our use of observable historical market behavior. Due to the limited availability of information in Brazil to assess the client’s ability to obtain credit, Itaúsa’s subsidiaries mainly rely on information available in their own databases, public information about consumer credit and other sources. The subsidiaries of Itaúsa apply statistical and other tools to these observations in order to quantify their risk exposure. These quantitative tools and measures may fail to predict all types of future risk exposure. Such risk exposure could, for example, arise from factors not anticipated or correctly evaluated in the statistical models of Itaúsa’s subsidiaries. This would limit their ability to manage risks. The losses of Itaúsa’s subsidiaries could thus be significantly greater than the indicated by historical measures. In addition, the quantified modeling of these companies does not take all risks into account. The qualitative approach to managing those risks could prove insufficient, exposing Itaúsa to material unanticipated losses. If existing or potential customers believe that the risk management of Itaúsa or of its subsidiaries is inadequate, they could take their business elsewhere. This could harm the reputation as well as the revenue and profits of Itaúsa and its subsidiaries.

The results of operations and the financial conditions of Itaúsa and its subsidiaries depend on their ability to

assess losses associated with the risks to which they are exposed, and to factor these risks into their pricing policies. The subsidiaries of Itaú Unibanco estimate their allowances for loan losses in accordance with IFRS principles. The calculation also involves significant judgment by the management of the subsidiaries of Itaú Unibanco. These judgments may prove to be incorrect or be changed in the future, depending on the information available. These factors may adversely affect the operating profit, financial condition and results of operations of the subsidiaries of Itaú Unibanco and, consequently, affect the financial condition of Itaúsa.

Moreover, the business of Itaúsa’s subsidiaries depends on the ability to process a large number of transactions

securely, efficiently and accurately. Losses may result from inadequate personnel, inadequate or failed internal control processes and systems, information systems failures or breaches, or from external events that interrupt normal business operations. Itaúsa also faces the risk that the design of its controls and procedures for mitigating the operational risk of its subsidiaries might prove to be inadequate or be circumvented.

Accidents related to the facilities of Itaúsa’s subsidiaries may have a material adverse effect on the results of these subsidiaries, with effects, to a lesser extent, on the results of Itaúsa.

The subsidiaries Duratex, Elekeiroz and Itautec are exposed to risks related to their facilities. These facilities are exposed to risks such as accidents, fire and floods, which could compromise their results and the continuity of production.

Duratex owns, either directly or through land lease transactions, mainly in the States of São Paulo and Minas Gerais, a total area of approximately 230 thousand hectares, on which it mainly conducts reforesting activities with eucalyptus. Instances of fire, exotic pests or hydric stress could adversely affect the productivity level of forests in cultivated areas, and this could in turn adversely affect the results of Duratex.

Itautec’s plant, located in the city of Jundiaí, in São Paulo, manufactures IT and automation products, which

account for a significant portion of Itautec’s revenue. Although fully covered by insurance policies from companies that have a good reputation in the Brazilian market, the failure or temporary interruption of production would adversely affect the operating performance, margins and results of Itautec.

As Elekeiroz operates in the chemical products industry, despite the preventive measures adopted by the

companies that are signatories to the Responsible Care Program, it is exposed to possible accidents and losses from leakages of inputs, products and materials, explosions, fire and even natural disasters.

The risks described above, if they materialize, would adversely affect the results of operations and financial

condition of our subsidiary companies, with effects, to a lesser extent, on the results and financial position of Itaúsa. The operation of Itaúsa’s subsidiary in the Information Technology segment may have a material adverse

effect on the results of this subsidiary, with effects, to a lesser extent, on the results of Itaúsa.


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The subsidiary company Itautec operates in the Information Technology segment in Brazil and with own subsidiaries in American and European countries. In all the countries in which it operates, Itautec is dependent of factors that influences operations and that may create difficulties in the implementation of its business strategy, such as changes in economic policies that affect the offer of credit and purchasing power of consumers, in the event Itautec is not able to protect its intellectual properties, such as brands and patents, to follow technological changes, to retain skilled labor, exchange rate variations that make the operation unviable, to identify opportunities of new business. Should one or more of these difficulties take place, the operations, results and liquidity of the Company may be adversely affected.

This sector is characterized by the accelerated development of new technologies, reducing the life cycle of the

products and leading to the quick obsolescence of the components. The Company maintains an inventory management process and establishes long-term strategic partnerships with global suppliers with the ability to supply in different scenarios, which contributes to ensure the availability of the appropriate inputs to the production demands.

In addition, due to the strategic partnership with Oki Electric Industry Co. Ltd. in the activities of banking and retail

automation and services, as disclosed by Itautec through a Material Fact published on May 15, 2013 and an Announcement to the Market published by Itaúsa on the same date, the closing of the transaction depends on several contractual conditions being met, some of them not related to the Company. Accordingly, should any event take place that prevents the closing of the transaction, the business related to Automation and Technology Services may be adversely impacted, causing Itautec to reassess its strategic planning. b) The Issuer’s parent company, direct or indirect, or control group

The controlling shareholder has the power to direct the business of Itaúsa. On March 31, 2013, the main controlling shareholder of Itaúsa, the Egydio de Souza Aranha family, directly owned

61.12% of the voting capital and 34.60% of the total capital stock of Itaúsa. Thus the Egydio de Souza Aranha family has the power to exercise control over Itaúsa, including the power to elect its directors and officers and determine the outcome of any act requiring the approval of shareholders, including transactions with related parties, corporate restructuring and the payment of dividends.

The interests of the Egydio de Souza Aranha family may be different from the interests of a non-controlling holder

of the securities of Itaúsa. c) The Issuer’s shareholders The relative volatility and illiquidity of the Brazilian securities market may substantially limit thecapacity of investors in Itaúsa to sell the shares issued by Itaúsa at the price and time they desire.

Investing in securities traded in emerging markets often involves greater risk than investing in securities of Issuers

based in the United States or in other countries, and these investments are generally considered to be more speculative in nature. The Brazilian securities market is substantially smaller, less liquid and more concentrated and can be more volatile than major markets in the United States or in other countries. There is also a significantly greater concentration in the Brazilian securities market than in major securities markets such as the United States or other countries. The ten largest companies in terms of market capitalization represented 52.4% of the aggregate market capitalization of the BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”), as at December 31, 2012. Therefore, the ability of investors to sell Itaúsa shares at the price and time they desire may be substantially limited.

The Issuer may not pay dividends or interest on capital to the holders of its shares. According to the Issuer’s Bylaws, it is obligated to pay shareholders, as dividends or interest on capital, 25% of

the annual net income, calculated and adjusted pursuant to the Brazilian Corporate Law that may differ substantially from the net income calculated in accordance with other accounting criteria. The preference shares grant their holders priority on the receipt of the minimum annual dividend of R$0.01 per share, non-cumulative and adjusted in the event of a split or reverse split. For further information, see Item 18.1. Net income may be used to offset losses or retained, as set forth in the Brazilian Corporate Law, and it may not be made available for the payment of dividends or interest on capital. The payment of dividends or interest on capital to the shareholders is not mandatory in any financial year in which the Board of Directors of Itaúsa determines that the distribution of dividends would not be compatible with the financial condition of the Issuer at that time.

Itaúsa may need to increase its capital in the future and this may dilute the investors’ ownership interests.


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Itaúsa may need to obtain additional funds in the future to implement its growth strategy. Accordingly, Itaúsa may

need to increase its capital by means of one or more subsequent offers of shares or securities convertible into shares. The offer of a significant number of Itaúsa shares, which may not provide for the preemptive rights to Itaúsa’s shareholders, pursuant to Article 172 of the Brazilian Corporate Law, may adversely affect the market price of these shares and dilute the interests of current shareholders in Itaúsa’s capital. d) The Issuer’s subsidiaries and affiliated companies

As Itaúsa is a holding company, the risk factors that may influence the decision to invest in its securities essentially

arise from the risk factors to which its subsidiaries are exposed. Accordingly, the risk factors related to the subsidiaries of Itaúsa that Itaúsa deems to have a potential influence on the decision by an investor to invest in Itaúsa securities are described in sub-items (a) to (c) and (e) to (i) of this Item 4.1.

e) The Issuer’s suppliers

As Itaúsa is a holding company, it is not directly exposed to risks related to suppliers that could influence the decision to invest in its securities. However, Itaúsa’s subsidiaries that operate in industrial sector are exposed to risks related to their respective suppliers, could have a adverse effect its financial condition and, consequently in a lesser extent, on the results of Itaúsa.

Some of Itaúsa’s subsidiary companies depend on specific inputs provided by a limited number of suppliers, and this exposes them and, to a lesser extent, Itaúsa to the risk of price increases or shortages of raw materials.

The main production inputs of Duratex are resins and paper, for the Wood Division, and non-ferrous metals, for the Deca Division.

The supply market of resins in the board manufacturing process is characterized by the involvement of a few suppliers with high level of specialization, and exposure to international commodity prices.

This situation may lead to periods of financial difficulty for the supplier, putting the input supply at risk. This risk was mitigated with the start up of operations (siloing) of a resin producing unit in 2010. The main raw

material for the manufacturing of these resins is urea, the main application of which is in agriculture (fertilizer) and not in the resin industry, which weakens the purchasing power of Duratex and the current resin suppliers.

Paper is supplied by Brazilian companies with a high level of industrial occupancy and the input price is tied to the international price of pulp and of titanium dioxide, an essential input used in the pulp bleaching process, the production of which is concentrated in a major global producer, DuPont.

The market of non-ferrous raw materials is tied to the price of commodities traded at the LME (London Metal Exchange) and to the dollar. The main input is copper (Cu) into the bar shape, and brass tubes and straps, with 61%, 63% and 70% copper in the composition, respectively, as well as their copper and bronze scrap. At present, the Company does not have any hedging mechanism against the price fluctuations of these inputs and is, accordingly, subject to them. The Elekeiroz plant located in Camaçari is linked through pipes to the local petrochemical center (Braskem) and industrial and natural gas suppliers. Elekeiroz has contracts that guarantee the supply of raw materials and utilities. However, supply disruptions due to problems in supplier units or supply interruption for any other reason could result in the unavailability of these inputs and compromise production.


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The global market for the data processing units (processors) used by Itautec in the manufacture of its products is dominated by two large manufacturers, one of which holds a substantial market share. A supply interruption from this manufacturer would affect the global market and this might oblige Itautec to reduce or even to halt its production, with material adverse effects on the results of its operations and, to a lesser extent, on the results of Itaúsa. Additionally, in the operating system segment, a large manufacturer holds a substantial market share and trades using licenses. Any restrictions on the provision of these licenses to Itautec could cause competitive difficulties, should the available alternatives be considered unsatisfactory by the market as a whole.

Extraordinary environmental events related to climate change, which may cause the stoppage of the industrial

operations of Itautec and/or its suppliers, represent a business development risk. Accordingly, Itautec permanently works in the development and expansion of its supplying chain based on the analyzes of projects that are in line with the activities developed by the Company, and maintains an extensive relationship with companies in the production outsourcing segment, to which Itautec will be able to direct the production, reducing or eliminating possible delays in customer services.

f) The Issuer’s clients

As Itaúsa is a holding company, it is not directly exposed to risks related to its clients that could influence the decision to invest in the securities of Itaúsa. However, Itaúsa’s subsidiaries operate in different sectors and are exposed to risks related to their respective clients.

Changes in the profile of the business of Itaú Unibanco might have a material adverse effect on its loan

portfolio and, consequently, on the results of Itaúsa. As at December 31, 2012, the consolidated loan and financing portfolio of the jointly-controlled Itaú Unibanco was

R$ 366,285 million, compared to R$ 345,483 million as at December 31, 2011. Its allowance for loan losses was R$ 27,745 million, representing 7.6% of its total loan portfolio, as at December 31, 2012, compared to R$ 25,772 million, representing 7.5% of its total loan portfolio, as at December 31, 2011. The quality of the consolidated loan portfolio of Itaú Unibanco is subject to changes in the profile of its business resulting from organic growth or from acquisitions, and is dependent on domestic and, to a lesser extent, international economic conditions. In 2012, for example, Brazilian banks faced an increase in non-performing loans, mainly in the vehicles portfolio. Adverse changes affecting any of the sectors to which Itaú Unibanco has significant lending exposure, political events within or external to Brazil and fluctuations in economic activity may have a material adverse impact on its business, financial condition and the results of its operations and, consequently, on the results of Itaúsa. Furthermore, the historic loan losses may not be indicative of future loan losses.

In addition, Itaú Unibanco’s strategy includes efforts to significantly expand its loan portfolio as well as increasing

the number of its clients, particularly individuals and small and middle-market companies. Certain financial products it offers to individuals and other clients are generally characterized by higher margins, but also by a higher risk of default. Any increase in the loan portfolio of Itaú Unibanco, as well as a shift to higher margins and higher risk products, could result in increased default rates, which could have a material adverse effect on its financial condition and the results of its operations and, consequently, on the results of Itaúsa.

Itaúsa and its subsidiaries could incur losses associated with counterparty exposure. Itaúsa and its subsidiaries face the possibility that any of their counterparties will be unable to honor their

contractual obligations. These counterparties may default on their obligations due to bankruptcy, lack of liquidity, operational failure or for other reasons. This risk may arise, for example, when Itaúsa’s subsidiaries enter into insurance or reinsurance agreements or loan facilities or other credit agreements under which counterparties have obligations to make payments to them, such as sale or service agreements signed by Itaúsa’s subsidiaries. This risk may also arise, for example, when Itaúsa’s subsidiaries execute currency or other trades that fail to settle at the required time due to the non-delivery by the counterparty or systems failures by clearing agents, exchanges, clearing houses or other financial intermediaries. In addition, Itaúsa’s subsidiaries routinely transact with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds and other institutional clients, and may incur losses in the event that a counterparty fails to honor its contractual obligations.


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Some of the main subsidiaries have a high rate of sales concentration, which exposes them to the risk of sudden reductions in demand.

Duratex has approximately 30,000 active clients and its 20 largest clients accounted for approximately 25% of its sales. Losing any of the large clients or a reduction in their purchase volume or financial capacity could adversely affect the business and operating and financial results of Duratex, with effects, to a lesser extent, on Itaúsa.

Elekeiroz’s sales present low concentration, with no customer accounting for more than 10% of its income and

with a conservative credit policy, which guarantees a low default rate. Additionally, a significant portion of Itautec’s revenue is derived from sales of products and the provision of

services to jointly-controlled subsidiary Itaú Unibanco. In 2012, this portion represented 32% of the consolidated net revenue from the sale of products and services of Itautec. To minimize any possible impact, it maintains a diversified portfolio of receivables and carefully selects its clients, in addition to monitoring all sales financing terms and individual position limits. g) The economic sectors in which the Issuer operates

Itaúsa is a holding company and, therefore, does not operate directly in any one sector of the economy. However, Itaúsa’s main subsidiaries operate in several industries, such as the financial, real estate, wood panel, bathroom fixtures and fittings, chemical and electronics industries.

The Brazilian government has exercised, and continues to exercise, influence over the Brazilian

economy. This influence, as well as Brazilian political and economic conditions, could have a material adverse effect on the business, financial condition and results of operations of Itaúsa and its subsidiaries and, as a consequence, on the market price of Itaúsa’s shares.

The Brazilian government from time to time intervenes in the Brazilian economy and makes changes in policies

and regulations. The Brazilian government’s past actions have involved, among other measures, changes in interest rates, changes in tax policies, price controls, capital control limits and restrictions on selected imports. Also, prior to the current floating exchange regime, these included currency devaluations. The jointly-controlled subsidiary Itaú Unibanco’s business, financial condition, and results of operations and, consequently, Itaúsa’s business, financial condition, and results of operations may be materially and adversely affected by changes in policies or regulations involving or affecting factors, such as:

Interest rates Reserve requirements Capital requirements Liquidity of capital, financial and credit markets General economic growth, inflation and foreign exchange volatility Tax and regulatory policies Restrictions on remittances abroad and other exchange controls Increases in unemployment rates, decreases in wage and income levels and other factors that influence our

clients’ ability to meet their obligations with the Issuer Other political, diplomatic, social and economic developments in Brazil and abroad that affect Brazil. As the indirect parent company of a bank in Brazil, a substantial portion of Itaúsa’s income, expenses, assets and

liabilities are indirectly tied to interest rates. Therefore, the results of operations and financial condition of Itaú Unibanco and, consequently, of Itaúsa are significantly affected by inflation, interest rate fluctuations and related government monetary policies, all of which may have a material adverse effect on the growth of the Brazilian economy and on Itaú Unibanco Holding, including its loan portfolio, its cost of funding and its income from credit operations, and thus may have a material effect on the results of Itaúsa.

In addition, changes in the Brazilian government may result in changes in policy that may affect Itaúsa and its

subsidiaries. Uncertainty over whether a future Brazilian government will implement changes in policies or regulations in the future may contribute to heightened volatility in the Brazilian securities markets and in the securities of Brazilian issuers, which in turn may have a material adverse effect on Itaúsa and, as a consequence, on the market price of its shares


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In addition, Duratex’s businesses depend on the performance of the civil construction sector in the country. The availability of appropriate real estate loans and financing terms are basic conditions for business. A series of government incentive measures to stimulate construction activity have recently been implemented. The change in the scenario caused by a rise of inflation may discourage real estate loans and/or shorten financing terms, resulting in a slowdown of this activity. Should government incentive measures be withdrawn, the industry may be adversely affected.

Inflation and fluctuations in interest rates could have a material adverse effect on the business, financial

condition and results of operations of Itaúsa’s subsidiaries and, consequently, on the financial condition and results of Itaúsa.

Inflation and interest rate volatility have in the past caused adverse effects on the Brazilian economy. While the

Brazilian government has been able to keep inflation close to target levels since 1999, when these were introduced, it cannot be assured that it will continue to be able to do so. Inflation, especially sudden increases in inflation, usually causes a loss of purchasing power. In addition, long periods of high inflation may cause distortions in the allocation of resources. From 2006 to 2012, the average annual inflation rate was 5.2%. The expected inflation for 2013, as estimated by the Central Bank, is 5.48%.

Measures to combat historically high rates of inflation include tight monetary policies with high interest rates,

resulting in restrictions on credit and short-term liquidity. Between 2006 and 2012, the base interest rate established by the Central Bank, which is the benchmark interest rate payable to holders of securities issued by the Brazilian government and traded through the Special Clearing and Settlement System (System Especial de Liquidação e Custódia), or the SELIC rate, varied between 17.65% per year and 7.14% per year. Market expectations regarding possible future government interventions in the economy, government intervention in the foreign exchange market and the effects of the downturn in the global financial markets have caused and may continue to cause interest rates to fluctuate. In addition, if Brazil experiences fluctuations in rates of inflation in the future, the costs and net margins of Itaúsa’s subsidiaries may be adversely affected, and government measures to combat inflation may include a tightening of monetary policy together with high interest rates, which could harm the business of Itaúsa’s subsidiaries.

Increases in the SELIC rate may adversely affect Itaúsa or its subsidiaries by reducing the demand for credit, reducing the demand for products and services delivered by Itaúsa’s subsidiaries, increasing their cost of funds and increasing the risk of customer default. Conversely, decreases in the SELIC rate could also materially and adversely affect Itaúsa by decreasing revenue on interest-earning assets and lowering the margins of Itaúsa’s subsidiaries.

Exchange rate instability may have a material adverse effect on the Brazilian economy and on the

business, financial position and results of operations of Itaúsa’s subsidiaries and, consequently, on the financial condition and results of Itaúsa.

The Brazilian currency fluctuates in relation to the US Dollar and other foreign currencies. The Brazilian

government has in the past implemented various economic plans and utilized a number of exchange rate regimes, including sudden devaluations, periodic mini-devaluations in which the frequency of adjustments has ranged from daily to monthly, floating exchange rate systems, and exchange rates coupled with exchange controls. Since 1999, Brazil has adopted a floating exchange rate system with interventions by the Central Bank in buying or selling foreign currency. From time to time, the exchange rate between the Brazilian currency and the US Dollar and other currencies has fluctuated significantly. For example, the Real depreciated by 15.7%, 34.3%, 24.2% and 11.2% against the US Dollar in 2001, 2002, 2008 and 2011, respectively, and appreciated by 22.3%, 8.8%, 13.4%, 9.5%, 20.7%, 34.2% and 4.5% against the US Dollar in 2003, 2004, 2005, 2006, 2007, 2009 and 2010, respectively. In 2012, the real depreciated 8.2% against the US DUS Dollar from an exchange rate of R$1.88 per US$1.00 as at December 31, 2011 to an exchange rate of R$2.04 per US$1.00 as at December 31, 2012. The average exchange rate in 2012 was R$1.96 per US$1.00 compared to an average exchange rate of R$1.67 per US$1.00 in 2011. The recent interventions of the Brazilian government to maintain the stability of the exchange rate may not have achieved the expected effect, possibly increasing its volatility and potentially affecting the results of Itaúsa’s subsidiaries and, therefore, potentially causing a material adverse effect on the results of Itaúsa.

Some of the assets and liabilities consolidated at Itaúsa are denominated in, or indexed to, foreign currencies,

especially the US Dollar. As at December 31, 2012, 12.87% of the total liabilities and 11.50% of the total assets of Itaú Unibanco were denominated in, or indexed to, foreign currencies. Although as at December 31, 2012 Itaúsa’s material consolidated foreign investments were economically hedged in order to mitigate effects arising from foreign exchange volatility, including the potential tax impact of such investments, there can be no assurance that these hedging strategies will remain in place or will offset the effects of any volatility. Therefore, a depreciation of the Real could have several adverse effects, including (i) losses on Itaúsa’s consolidated liabilities denominated in, or indexed to, foreign currencies, (ii) impairments of the ability of the Issuer and its subsidiaries to pay Dollar-denominated or Dollar-indexed liabilities by making it more costly for them to obtain the foreign currency required to pay such obligations, (iii) increases in the cost of


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inputs used by those subsidiaries which have a significant portion of inputs indexed to the Dollar, (iv) impairment of the ability of Brazilian borrowers to repay Dollar-denominated or Dollar-indexed liabilities to Itaúsa and its subsidiaries, and (v) adverse impacts on the market price of the securities portfolio. Conversely, an appreciation of the Brazilian currency may cause Itaúsa and its subsidiaries to incur losses on assets denominated in, or indexed to, foreign currencies. Therefore, depending on the circumstances, either a depreciation or appreciation of the Real could have a material adverse effect on the business, financial condition and results of operations of Itaúsa’s subsidiaries and, accordingly, on the results of Itaúsa.

In order to mitigate its risks, the subsidiaries in the industrial area monitor the foreign exchange exposure on a

daily basis and maintain hedging mechanisms to hedge part of its contracted operations exposure. In Itautec, a significant portion of inputs used in the production is imported or indexed to the dollar, such as processing units, memory module, rigid discs and printed circuit boards. Accordingly, a significant depreciation of the real in relation to the dollar would push up the cost of inputs, which would increase the cost of the products sold, maximizing the need for price adjustments by the manufacturers, always taking into consideration the price variations of the market and the limitations of current contracts, as a way to protect their operating margins required for the business.

The deficiencies in the labor infrastructure in Brazil may impact economic growth and have a material

adverse effect on our business. The performance of Itaúsa and its subsidiaries is dependent on Brazil’s general economic health. In spite of

Brazilian economic growth in the last years, the growth rate decreased in 2011 and 2012. Continuous growth could be hindered by the inadequate infrastructure and possible electric outages, deficiencies in the transportation infrastructure, lack of skilled labor, which could lead to low production and efficiency levels. Depending on their intensity and duration, these factors may lead to volatility in employment rates and to a drop in income and consumption levels, which could hinder the growth of Itaúsa’s subsidiaries and increase default rates and, finally, have a material adverse effect on the business of Itaúsa’s subsidiaries and, consequently, on the results of Itaúsa.

Developments and the perception of risk of other countries may adversely affect the Brazilian economy

and the market prices of Brazilian securities. Economic and market conditions in other countries, including the United States, European Union countries and

emerging market countries, may affect to varying degrees the market price of the securities of Brazilian issuers, credit availability in Brazil and the amount of foreign investment in Brazil. Crises in the United States, the European Union and emerging markets, especially the Latin American countries, may diminish investor interest in the securities of Brazilian issuers, including those of Itaúsa. This could materially and adversely affect the market price of the securities of Itaúsa and its subsidiaries, and could also make it more difficult for Itaúsa and its subsidiaries to access capital markets and finance their operations on acceptable terms, or at all, in the future.

Banks located in countries considered to be emerging markets may be particularly susceptible to disruptions and

reductions in the availability of credit or increases in financing costs, which could have a material adverse impact on Itaúsa’s financial condition. In addition, the availability of credit to entities that operate within emerging markets is significantly influenced by levels of investor confidence in such markets as a whole, and any factor that impacts on market confidence (for example, a decrease in credit ratings or State or Central Bank intervention in one market) may materially and adversely affect the price or availability of funding for entities within any of these markets and, consequently, the results of Itaúsa.

The increasingly competitive environment and recent market consolidations may have a material adverse effect on Itaúsa’s subsidiaries and, consequently, on Itaúsa.

The markets for financial and banking services in Brazil are highly competitive. Itaú Unibanco and its subsidiaries

face significant competition from other large Brazilian and international banks, including Brazilian public banks. Competition has increased as a result of recent consolidations among financial institutions in Brazil and as a result of new regulations by CMN that facilitate customers’ ability to switch their business between banks. Increased competition may adversely affect Itaú Unibanco Holding by, among other things, limiting its ability to retain its existing consumer base, increase its customer base and expand its operations, reducing its profit margins on banking and other services and products offered by Itaú Unibanco. This may have an adverse impact on Itaúsa’s results of operations and financial condition.

Elekeiroz faces the competition of other Brazilian and international producers and the prices of most of its products

are set based on the international markets. The intensified competition, as well as the imbalances between supply and demand, may force the company to lower prices adversely affecting its results. For Itautec, the automation and IT markets face strong competition in the Brazilian market, with the presence of a big number of Brazilian and foreign companies. If Itautec fails to maintain a satisfactory performance in these segments, it may lose competitiveness and profitability, and


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the operations, results and liquidity may be adversely affected. These facts may have an adverse impact on Itaúsa’s results and financial condition.

h) The regulation of the sectors in which the Issuer operates

As Itaúsa is a holding company, it does not operate directly in any one sector of the economy. However, Itaúsa’s main subsidiaries operate in industrial and financial area.

Changes in the applicable laws and regulations may have a material adverse effect on the business of

Itaúsa’s subsidiaries. Changes in the regulation of industries in which Itaúsa’s subsidiaries operate may influence their results. Brazilian banks, including those controlled by Itaúsa, are subject to extensive and continuous regulatory reviews

by the Brazilian government, particularly by the Central Bank. Itaúsa has no control over the applicable laws and government regulations, which govern all aspects of the operations of bank sector, including regulations that impose:

Minimum capital requirements Reserve and compulsory deposit requirements Restrictions on credit card activities Minimum levels for housing and rural sector lending Funding restrictions Lending limits, earmarked lending and other credit constraints Limits or restrictions to our ability to deduct payroll loans directly from the borrower's paycheck Limits on investments in fixed assets Corporate governance requirements Limitations on the charging of commission and fees by financial institutions for services to retail clients and the

amount of interest financial institutions can charge Accounting and statistical requirements Other requirements or limitations in the context of the global financial crisis.

The regulatory structure governing Brazilian financial institutions, including banks, broker-dealers, leasing

companies and insurance companies is continuously evolving. The part of the business of Itaúsa’s subsidiaries that is not currently subject to government regulation may become regulated in the future. Disruptions and volatility in the global financial markets resulting in liquidity problems at major international financial institutions could lead the Brazilian government to change the laws and regulations applicable to Brazilian financial institutions based on these international developments.

In response to the global financial crisis which began in late 2007, national and intergovernmental regulatory

entities, such as the Basel Committee on Banking Supervision, proposed reforms to prevent the recurrence of a similar crisis, including the Basel III framework, which creates new higher minimum regulatory capital requirements. In February 2011, the Central Bank issued preliminary guidance and an estimated timeline for the implementation of the Basel III framework in Brazil. Additionally, on March 1, 2013 and March 4, 2013, the Central Bank issued the initial rules for the implementation of the Basel III framework in Brazil. Based on current regulatory capital ratios, as well as conservative assumptions on expected returns and asset growth, the banks indirectly jointly-controlled by Itaúsa do not anticipate that additional regulatory capital will be required to support their operations in the near future. However, depending on the effects of the regulations which implement the Basel III framework for Brazilian banks, especially for operations of the banks indirectly jointly-controlled by Itaúsa, it may be necessary to reassess the ongoing funding strategy for regulatory capital.

Moreover, there are several proposed bills under consideration in the Brazilian Congress that, if signed into law

as currently drafted, could adversely affect the banks banks indirectly jointly-controlled by Itaúsa. For example, a proposed bill to benefit insolvent individual borrowers would allow the courts to change the terms and conditions of credit agreements in certain situations. Another proposed bill to amend the rules for civil procedures could have the effect of making the recovery of debts more difficult, and appealing against unfavorable judicial decisions in higher courts more burdensome.

We also have operations in countries outside of Brazil. Changes in the laws or regulations applicable to the

businesses of the Banks controlled by Itaúsa in the countries in which they operate, or the adoption of new laws, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the Foreign Account Tax Compliance Act (“FATCA”) in the United States, and the related rulemaking in these locations and other jurisdictions, may have a material adverse effect on our business, financial condition and results of operations.


23

The amendment of laws or regulations or the adoption of new laws and regulations may have a material adverse

effect on the business, financial condition and results of operations the banks controlled by Itaúsa, including their ability to provide loans, make investments or render certain financial services and, consequently, affect the results of Itaúsa.

Tax reforms may adversely affect the results of Itaúsa’s operations.

In order to support its tax policies, the Brazilian government frequently introduces reforms to tax and other assessment regimes. These reforms include the imposition of new taxes, changes in tax bases or rates, including rates applicable solely to the banking and financial industry, or other sectors in which the subsidiaries of Itaúsa operate, and the occasional introduction of temporary taxes for specific governmental purposes. For example, in July 2011, the Brazilian government introduced a tax on securities transactions (“IOF/Securities-Derivatives”) at the rate of 1.0% on the notional adjusted value of financial derivatives. The effects of these changes and any other changes that could result in the enactment of additional taxation cannot be quantified. These changes, however, may reduce the volume of operations, increase the costs or limit the profitability of Itaúsa and its subsidiaries.

Future changes in domestic tax policy that may affect financial transactions include the creation of new taxes.

Until 2007, certain financial transactions were subject to the provisional contribution on financial transactions (Contribuição Provisória sobre a Movimentação ou Transmissão de Valores e de Créditos e Direitos de Natureza Financeira or “CPMF”). However, significant uncertainty exists as to whether the CPMF, or similar taxes, will be re-introduced in the future. Also, the Brazilian Congress may discuss broad tax reforms in Brazil to improve the efficiency of the allocation of economic resources, as proposed by the executive branch of the Federal Government. Although major tax reforms in Brazil have been discussed over the past few years, we cannot predict if these tax reforms will be implemented in the future. The effects of these changes, if enacted, and any other changes that could result from the enactment of additional tax reforms, cannot be quantified.

Increases in reserve and compulsory deposit requirements may have an adverse effect on the financial

position and results of Itaúsa’s subsidiaries, and, therefore, on the results of Itaúsa. The banks indirectly controlled by Itaúsa are subject to the reserve and compulsory deposit requirements

established by the Central Bank of Brazil. The Central Bank has periodically changed the levels of reserves and compulsory deposits that financial

institutions in Brazil are required to maintain with the Central Bank. The Central Bank may increase the reserve and compulsory deposit requirements in the future or impose new requirements.

Increases in reserve and compulsory deposit requirements reduce the liquidity of the banks controlled or jointly-

controlled by Itaúsa to provide loans and make other investments, which may have a material adverse impact on their business and financial condition and, consequently, on the financial condition of Itaúsa.

The compulsory deposits generally do not yield the same returns as other investments and deposits because a

portion of the compulsory deposit: Does not bear interest Must be held in Brazilian federal government securities Must be used to finance government programs, including a federal housing program and rural sector

subsidies.

As at December 31, 2012, Itaú Unibanco had interest-bearing compulsory deposits amounting to R$ 57,253 million and non-interest bearing compulsory deposits amounting to R$ 6,448 million.

The non-renewal of tax incentives that benefit Itautec might adversely affect its business, financial position and results, with effects, to a lesser extent, on the results of Itaúsa.

Itautec is a beneficiary of Federal and State tax incentives that grant it a decrease in and suspension of the

industrialized products tax (“IPI”) rate, a decrease in contributions to the Social Integration Program and Civil Service Asset Formation Program (“PIS/PASEP”) and Contributions to Social Security Financing (“COFINS”) rates levied on gross revenue, which is derived from retail sales of desktops for a maximum price to consumers of R$ 2,000.00 and notebooks for a maximum price of R$ 4,000.00, an additional decrease in Federal Corporate Income Tax (“IRPJ”) and Federal Social Contribution on Net Income (“CSLL”) tax basis relating to expenditure incurred on research and development, as well as a decrease in the State Taxes on Goods and Services (“ICMS”) payable, through a presumed credit calculated on the


24

sales prices of certain products, the deferral of ICMS on the purchase of parts, components, raw materials and packaging materials, and a reduction in the ICMS tax base in order to decrease the tax payable on internal and interstate operations with non-ICMS taxpayers and ICMS taxpayers, solely applicable to products entitled to these benefits under the IT Law.

Should Itautec not fulfill certain obligations, it would have to pay the taxes due in full (without using tax benefits) plus charges, which might have an adverse effect on the business, financial condition and results of Itautec, with effects, to a lesser extent, on the results of Itaúsa.

The state government regulations on IT goods and automation must be complied with for the company and its products to be entitled to the benefits of the IT Law and the Goods Law. The entitlement to the IPI (excise tax) rate reduction and suspension, established in the IT Law, depends on the company’s compliance with the PPB, by means of a Joint Ministerial Ordinance signed by the Ministry of Science and Technology (“MCT”), the Ministry of Development, Industry and Trade (“MDIC”) and the Ministry of Finance. This authorization is required for new products, and the approval process takes around six months. The IPI rate reduction benefit is granted on investments in research and development. These investments must be confirmed and approved by the MCT through a detailed report submitted on an annual basis.

Also, it is not possible to guarantee that the tax benefits that are currently available to Itautec will be renewed or have their validity extended. In the event that the current tax benefits of Itautec are not renewed or extended, this might have an adverse effect on the results of Itautec and, to a lesser extent, of Itaúsa.

Amendments to environmental protection legislation investments required to ensure compliance with the

legislation currently in effect may result in expenditure not anticipated by Itaúsa’s subsidiaries, having a material adverse effect on the business, financial condition and results of these companies, with effects, to a lesser extent, on the results of Itaúsa.

The activities of Itaúsa’s subsidiaries are subject to Federal, State and Municipal laws relating to environmental

protection. Compliance with these laws is enforced by government agencies, which may impose administrative sanctions na eventual inobservância da legislação. As atividades da Duratex e da Elekeiroz as expõem à constante fiscalização por órgãos governamentais de proteção ao meio ambiente acerca do cumprimento da regulamentação ambiental aplicável. Assim, qualquer alteração na regulamentação ambiental aplicável às controladas ou em sua interpretação poderá acarretar aumento dos custos envolvidos no atendimento à referida regulamentação, afetando-a negativamente. Tendo em vista que as leis de proteção ambiental estão se tornando cada vez mais rigorosas, os dispêndios e custos das Companhias relacionados ao cumprimento de suas obrigações ambientais poderão aumentar no futuro, o que poderá afetar adversamente seus resultados e, consequentemente em menor grau, o resultado da Itaúsa. Da mesma forma, para o desempenho normal de suas atividades, as Companhias e suas subsidiárias precisam obter autorizações, licenças e alvarás junto a órgãos ambientais. A não obtenção ou a falha em renovar qualquer destas autorizações, licenças e alvarás poderá impactar negativamente suas capacidades de exercerem as suas atividades.

In addition to the sanctions already mentioned, Itaúsa and its subsidiaries might be required to repair damage

caused to the environment as a result of their current operations, or even repair damage arising from past operations, if this damage is penalized by the current legislation. i) Foreign countries in which the Issuer operates

The risks related to foreign countries that could influence the decision to invest in Itaúsa’s securities are described

in the subitems (a), (f) (g) and (h) of this Item 4.1.

4.2. In relation to each of the risks mentioned above, if relevant, comment on any expectations regarding any possible reduction or increase in the Issuer’s exposure to these risks

Apart from as described in Item 4.1 there is no relevant expectation of any reduction or increase in exposure to the risks of the Issuer mentioned in this item. 4.3. Describe any legal, administrative or arbitration proceedings to which the Issuer or its subsidiaries are a party, specifying labor, tax and civil claims, among others: (i) that are not confidential, and (ii) that are relevant to the business of the Issuer or its subsidiaries, indicating: There are no legal, administrative or arbitration proceedings to which the Issuer is a party or that are not confidential or material to its activities.


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With respect to its subsidiaries, the proceedings that, due to their amount, the Issuer deems significant (base date

December 31, 2012) are as follow: The amounts relating to Itaú Unibanco Holding commented on are not proportionately presented to reflect the

shareholding interest of 36.78% held by Itaúsa, in December 31, 2012.

Civil Proceedings

Lawsuit No. 2007.51.01.001894-7

a. Court: 22nd Federal Court of the Judiciary Section of Rio de Janeiro (State of Rio de Janeiro)

b. Jurisdiction: Lower Court

c. Filing date: February 5, 2007

d. Parties to the proceedings: Association of Minority Shareholders of Publicly-Held Companies (Associação dos Acionistas Minoritários em Cia. de Capital Aberto) vs. Banco Banerj S.A. (“Banerj”), Banco do Estado do Rio de Janeiro S.A. (“Berj”), State of Rio de Janeiro and Central Bank of Brazil

e. Amounts, assets or rights involved: R$ 4,741,452,260.00 (originally claimed amount)

f. Main facts: The plaintiff challenges Berj’s capital increase, carried out as part of the measures for Banerj’s privatization, which allegedly would dilute the shareholding interest of the non-controlling interests. It requests the annulment of the Shareholders’ Meeting that approved the capital increase, and the joint obligation of Berj, the State of Rio de Janeiro, Banerj and the Central Bank of Brazil to compensate the alleged losses caused to the non-controlling interests of the former Berj. The decision dismissed the action without prejudice to the merits since the legal requirement of one year was not proven. The appeal is awaiting decision.

g. Chance of loss: Remote.

h. Analysis of impact in the event of an unfavorable decision: To indemnify the non-controlling interests for the alleged losses caused by the measures adopted by the majority shareholder – the State of Rio de Janeiro – to the former Banerj.

i. Amount of provision, if any: None.


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Lawsuit No. 2005.70.00.027997-3

a. Court: 6th Federal Court - Curitiba - State of Paraná

b. Jurisdiction: Federal Supreme Court

c. Filing date: October 13, 2005

d. Parties to the proceedings: State of Paraná and Public Prosecution Office of the State of Paraná vs. Federal Government, Central Bank of Brazil and Itaú Unibanco S.A.

e. Amounts, assets or rights involved: R$ 3,738,621,318.72 (originally claimed amount)

f. Main facts: The plaintiffs require an indemnity for damages allegedly incurred by the State of Paraná as a result of the incorrect valuation of tax credits in the privatization process of Banco Banestado S.A. (Banestado), which caused this government institution to take out a loan supposedly greater than was necessary to restructure the financial institution in the pre-privatization period. The proceedings were challenged in court based on the claim that the tax credits were properly valued, and this is awaiting the decision of the Federal Supreme Court, where the matter is being considered as an original lawsuit. It should be noted that, as set forth by law, the privatization of Banestado was carried out through an invitation to bid. Additionally, at the time of privatization, the tax credits were evaluated by independent banks. Proceedings were suspended.


h. Analysis of impact in the event of an unfavorable decision: Payment to the State of Paraná of the amount corresponding to the tax credits.


Lawsuit No. 2000.51.01.030509-7

j. Court: 2nd Federal Court of the Judiciary Section of Rio de Janeiro (State of Rio de Janeiro)

k. Jurisdiction: Federal Regional Court of the 2nd Region

l. Filing date: November 21, 2000

m. Parties to the proceedings: Federal Public Prosecution Office vs. Itaú Unibanco S.A., Banco Banerj S.A. (“Banerj”), State of Rio de Janeiro and Caixa Econômica Federal.

n. Amounts, assets or rights involved: R$ 942,399,095.28 (historical amount of the “B Account” set up on June 10, 1997).

o. Main facts: This is a Brazilian Class Action involving aspects of Banerj's privatization process. The so called "B Account" (an escrow account) was set up by means of a bank loan between Caixa Econômica Federal and the State of Rio de Janeiro in the amount of R$ 942,399,095.28. The purpose of the account is to ensure the refunds to the purchaser of Banerj awarded in lawsuits based on events that took place before the privatization closing date. During these proceedings, the Federal Public Prosecution Office requires the partial nullity of the agreement that authorized the transfer of the said amount to the “B Account”, as well as the joint obligation of the defendants to refund the amounts unduly withdrawn, through allegedly unlawful procedures adopted for the settlements of labor claims filed by Banerj’s former employees. The case was dismissed, recognizing the legal validity of the establishment of the “B Account” and the settlements signed. The decision of the Federal Regional Court upheld the dismissal of the case. In the period for filing an appeal with the Superior Court of Justice.

p. Chance of loss: Remote.

q. Analysis of impact in the event of an unfavorable decision: To refund the amounts of the labor settlements, which were paid with funds from the “B Account”, and to prevent any new withdrawals from the “B Account.”

r. Amount of provision, if any: None.


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Lawsuit No. 2003.51.01.028514-2

a. Court: 2nd Federal Court of the Judiciary Section of Rio de Janeiro (State of Rio de Janeiro)

b. Jurisdiction: Federal Regional Court of the 2nd Region

c. Filing date: December 5, 2003

d. Parties to the proceedings: Federal Public Prosecution Office, Public Prosecution Office of the State of Rio de Janeiro and Labor Public Prosecution Office vs. Itaú Unibanco S.A., Banco Banerj S.A. (“Banerj”), Gilberto Carlos Frizão, Manuel Antonio Granado and Otávio Aldo Ronco.

e. Amounts, assets or rights involved: R$ 942,399,095.28 (historical amount of the “B Account” set up on June 10, 1997).

f. Main facts: This is a Brazilian Class Action based on an alleged administrative improbity, involving aspects of Banerj’s privatization process, related to the setup and use of the so-called “B Account” (an escrow account). In these proceedings, the plaintiffs claim that there was an undue withdrawal of funds deposited in the “B Account” through allegedly unlawful procedures adopted in labor claims filed by Banerj’s former employees (i.e. the non-filing of applicable appeals), for which reason they request that any withdrawal from the “B Account” be previously submitted to the Finance Secretary of the State of Rio de Janeiro for approval, and demand the joint obligation of the defendants to refund the amounts unduly withdrawn, and to be sentenced under the penalties set forth in the Brazilian Improbity Law (Law n.º 8,429/1992), due to the administrative improbity of the charged individuals. The case was dismissed, recognizing the legal validity of the establishment of the “B Account” and the settlements signed. The decision of the Federal Regional Court upheld the dismissal of the case. In the period for filing an appeal with the Superior Court of Justice.


h. Analysis of impact in the event of an unfavorable decision: To refund the amounts unduly withdrawn from the “B Account”.


Tax Claims

Lawsuit No. 204.699/05

a. Court: Municipal Tax Foreclosures Court of São Paulo

b. Jurisdiction: Appellate Court – Court of Justice of the State of São Paulo

c. Filing date: November 22, 2005

d. Parties to the proceedings: City of São Paulo vs. Cia. Itauleasing de Arrendamento Mercantil

e. Amounts, assets or rights involved: R$ 1,619,316,184.07 (December 2012)

f. Main fact: A claim has been filed for the collection of service tax (ISS) on lease operations, in which the place where the service was provided and the calculation basis are being challenged.

g. Chance of loss: Remote

h. Analysis of impact in the event of an unfavorable decision: Loss of the amount challenged.



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Lawsuit No. 2003.61.00.003618-5

a. Court: 25th Lower Civil Court of the Federal Justice of São Paulo

b. Jurisdiction: Appellate Court - Federal Regional Court of the 3rd Region

c. Filing date: January 29, 2003

d. Parties to the proceedings: Federal Revenue Service vs. Banco Itaú S/A

e. Amounts, assets or rights involved: R$ 1,331,426,613.74 (December/2012)

f. Main facts: The legality of Regulatory Instruction (IN) No. 213/02 is being challenged, especially the non-levying of IRPJ and CSLL on exchange variations on investments abroad.

g. Chance of loss: Remote (R$ 1,316,197,867.42) and Possible (R$ 15,228,746.32)


i. Amount of provision: None.

Lawsuit No. 16327.721052/2011-31

a. Court: Federal Revenue Office

b. Jurisdiction: Administrative Appellate Court

c. Filing date: September 20, 2011

d. Parties to the proceedings: Federal Revenue Service vs. Banco Itauleasing S/A

e. Amounts, assets or rights involved: R$ 712,022,334.86 (December/2012)

f. Main facts: Tax assessment notices related to PIS/COFINS on profits from the sale of leased assets.




Lawsuit No. 16327.721830/2011-92


b. Jurisdiction: Administrative Lower Court


d. Parties to the proceedings: Federal Revenue Service vs. Itaú Cia. Securitizadora de Créditos Financeiros


f. Main facts: Refers to the IRPJ and CSLL payable for the calendar year 2007 on an acquisition, related to the difference between the face value of the credit and its acquisition cost.





29

Lawsuit No. 16327.720157/2012-54




d. Parties to the proceedings: Federal Revenue Service vs. Banco Itaucard S/A


f. Main facts: Refers to a tax assessment notice challenging the levying of PIS/COFINS on income from sales of leased assets that are recorded in the permanent assets of the lessor company.




Lawsuit No. 16327.721131/2012-23



c. Filing date: September 24, 2012

d. Parties to the proceedings: Federal Revenue Service vs. BFB Leasing S/A Arrendamento Mercantil


f. Main facts: Tax assessment notices related to PIS/COFINS on profits from the sale of leased assets in the period from January 2010 to December 2011.




Lawsuit No. 16327.721476/2012-87




d. Parties to the proceedings: Federal Revenue Service vs. Unibanco – União de Bancos Brasileiros S/A


f. Main facts: Tax assessment notice related to IRPJ/CSLL plus fine on assessment, separate fine and interest on arrears due to the reduction of amounts recorded as goodwill amortization from the acquisition of Banco Bandeirantes S/A and its subsidiaries.





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Lawsuit No. 16327.721481/2012-90




d. Parties to the proceedings: Federal Revenue Service vs. Itaú Unibanco S/A


f. Main facts: Tax assessment notice by the social security authorities regarding the amount of profit sharing and bonus amounts paid to employees in the period from January 2007 to December 2008, and of workers’ compensation insurance and contributions for third parties (education allowance).

g. Chance of loss: Remote (R$ 274,053,284.16) and Possible (R$ 397,895,792.30)



Lawsuit No. 16327.720115/2012-13




d. Parties to the proceedings: Federal Revenue Service vs. Unibanco – União de Bancos Brasileiros S/A


f. Main facts: Refers to a tax assessment notice for the payment of IRPJ and CSLL for the calendar year 2007, arising from the alleged excess distribution of interest on capital in prior years and from the demutualization of stock exchanges.

g. Chance of loss: Possible (R$ 500,559,836.12 – interest on capital) and Probable (R$ 2,405,852.38 - demutualization)


i. Amount of provision: R$ 2,405,852.38

Lawsuit No. 2006.61.00.011694-7

a. Court: 13th Lower Civil Court of Federal Justice of São Paulo


c. Filing date: May 25, 2006

d. Parties to the proceedings: Banco Itaú Holding Financeira S/A and Others vs. Federal Government


f. Main facts: Injunction filed to suspend the enforceability of tax credits related to the Social Contribution to PIS and COFINS calculated in accordance with paragraph 1, Article 3, of Law No. 9,718/98.

g. Chance of loss: Probable


i. Amount of provision: R$ 1,076,050,919.28


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Lawsuit No. 2006.61.00.011693-5

a. Court: 2nd Lower Civil Court of Federal Justice of São Paulo


c. Filing date: May 25, 2006

d. Parties to the proceedings: Itaucard Financeira S/A Credito Fin. Investimento and Others vs. Officer of the Financial Institutions (DEINF - Delegado das Instituições Financeiras)


f. Main facts: It refers to the injunction requiring the suspension of the enforceability of the increase in the PIS and COFINS tax basis, introduced by paragraph 1, Article 3 of Law No. 9,718/98.




Lawsuit No. 2009.61.00.007837-6



c. Filing date: March 27, 2009

d. Parties to the proceedings: BFB Leasing vs. Officer of the Financial Institutions (DEINF - Delegado das Instituições Financeiras)

e. Amounts, assets or rights involved: R$ 1,470,779,851.18 (December/2012)

f. Main facts: Refers to an injunction requiring the suspension of Law No. 11,727/08, which increased the CSLL rate for financial institutions from 9% to 15%, as being contrary to the Isonomy principle.




Lawsuit No. 1999.61.00.042798-3



c. Filing date: August 30, 1999

d. Parties to the proceedings: Itaú Seguros S.A vs. Officer of the Financial Institutions (DEINF - Delegado das Instituições Financeiras)

e. Amounts, assets or rights involved: R$ 606,072,372.23 (December 2012)

f. Main facts: It refers to the injunction requiring the suspension of the increase in the PIS and COFINS tax basis, introduced by paragraph 1, Article 3 of Law No. 9,718/98. Favorable final and unappealable decision received. The amounts converted into income are still being challenged.

g. Chance of loss: Possible


i. Amount of provision: R$ 606,072,372.23

Labor Claims The Issuer did not identify labor claims in progress on December 31, 2012 as being significant in terms of the matters or amounts involved. This was also true in relation to its subsidiary companies.


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Administrative and arbitration proceedings The Issuer did not identify administrative proceedings (except for administrative tax claims, as mentioned above) or arbitration proceedings in progress on December 31, 2012 that are significant in terms of the matters or amounts involved. 4.4. Describe the legal, administrative or arbitration procedures that are not confidential to which the Issuer or its subsidiaries are a party and where the opposing parties are management members or former management members, parent companies or former parent companies, or investors of the Issuer or its subsidiaries, stating: The Issuer is not a party to any proceedings filed either by its management members or former management members, or by its controlling shareholders or former controlling shareholders.

The Issuer and its subsidiaries carry out corporate transactions that are sometimes contested by non-controlling interests who mainly disagree with the amounts paid for their shares. The civil lawsuit filed by investors of the Issuer is as follows: Lawsuit No. 583.03.2003.009147-3

a. Court: 5th Lower Civil Court of the Jabaquara Region (State of São Paulo)

b. Jurisdiction: Lower court

c. Filing date: April 23, 2003.

d. Parties to the proceedings: Santa Luiza Margutti de Biase, Luiz Paulo de Biase, Mário Sérgio de Biase, Ana Maria de Biase, Maria do Carmo de Biase e Maria Angelica de Biase x Itaúsa Investimentos Itaú S/A and Itacorp S/A

e. Amounts, assets or rights involved: R$ 0.00 (Dec/2012)

f. Main facts: This case refers to a claim filed by non-controlling interests questioning the process of the merger of shares of Itaucop S.A. into Itaúsa – Investimentos Itaú S.A. and claiming indemnities for damages allegedly suffered as a result of the merger. The initial claims were considered favorable in forcing the Issuer to pay the difference between the amount determined in the Shareholders’ Meeting and the amount determined through appraisal, and to compensate for loss of profits and consequentl damages arising from the said recalculation, to be stated and determined through settlement by articles. The Issuer filed a motion for clarification, which is still pending judgment.


h. Analysis of impact in the event of an unfavorable decision: lliquid.


The civil lawsuits filed by the subsidiaries of the Issuer are as follow.

The amounts relative the civil lawsuits filed to Itaú Unibanco are not proportionately presented to reflect the shareholding interest of 36.78% held by Itaúsa, in December 31, 2012.


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Lawsuit No. 000.00.643149-6

a. Court: 8th Lower Civil Court of the Central Court of the Judicial District of the City of São Paulo (State of São Paulo)

b. Jurisdiction: Appellate Court.

c. Filing date: November 27, 2000

d. Parties to the proceedings: Sumatra Comércio e Indústria, Importações e Exportações Ltda. and João Antonio Lian x Banco Bandeirantes S/A

e. Amounts, assets or rights involved: R$ 0.00

f. Main facts: The purpose of this lawsuit is the annulment of the resolutions of the Annual Shareholders’ Meetings of Banco Bandeirantes, held in 1999 and 2000, related to the years 1998 and 1999, and: (i) the non-approval of the financial statements and the acts arising from them, in particular the credit agreements entered into by Banco Bandeirantes and Portonovo, that should be annulled, revoking the corresponding effects, and (ii) the reimbursement of damages caused to the plaintiffs due to the said credit agreements. The claim was judged to be unfounded, and the appeal is awaiting the decision of the Superior Court of Justice.


h. Analysis of impact in the event of an unfavorable decision: Illiquid.


Lawsuit No. 000.00.619716-7


b. Jurisdiction: Superior Court of Justice

c. Filing date: October 5, 2000

d. Parties to the proceedings: Sumatra Comércio e Indústria, Importações e Exportações Ltda. and João Antonio Lian x Banco Bandeirantes S/A

e. Amounts, assets or rights involved: R$ 165,540,036.14(December/2012)

f. Main facts: The plaintiffs in this lawsuit require that the terms of the agreement signed between the defendants and other non-voting shareholders of Banco Bandeirantes be extended, granting them the rights provided for in that agreement. The claim was considered valid by the Court of Justice of the State of São Paulo. The appeal is awaiting a decision of the Superior Court of Justice.





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Lawsuit No. 51718900-0

a. Court: (iii) 39th Lower Civil Court of the Central Court of the Judicial District of the City of São Paulo (State of São Paulo)

b. Jurisdiction: (iii) Lower Court

c. Filing date: (iii) February 17, 2000

d. Parties to the proceedings: Estate of Yerchanik Kissajikian x Banco Bandeirantes S/A


f. Main facts: Refers to a lawsuit in which the plaintiffs required ensured guarantee of the rights to the subscription of R$ 300,000.00, and required the defendants to indemnify the plaintiffs for damages due to the unjustified dilution of their ownership interests arising from capital increases required due to unjustified losses and taxes by the controlling shareholders amounting to an abuse of power, and a reduction in the stockholders’ equity as a result of sales of assets at incompatible prices. Pending decision.



i. Amount of provision, if any: None

Lawsuit No. 583.00.2001.076875-7

a. Court: 3rd Lower Civil Court of the Central Court of the Judicial District of the City of São Paulo (State of São Paulo)

b. Jurisdiction: Lower Court

c. Filing date: 05.07.2001

d. Parties to the proceedings: Antranik Kissajikian, André Kissajikian, Suely Kissajikian, Vanda Kissajikian Mordjikian and Companhia Iniciadora Predial e Comercial Empreendimentos Brasil S.A. x Unibanco – União de Bancos Brasileiros S/A, Caixa Geral de Depósitos S/A e Caixa Brasil Participações S/A


f. Main facts: This lawsuit alleges abuse of power by the controlling shareholder, considering the dilution of the ownership interest in Banco Bandeirantes and the subsequent delisting of the bank without a prior public offering. No decision has yet been made.





35

Lawsuit No. 000.02.066583-0



c. Filing date: April 15, 2002

d. Parties to the proceedings: Renato Cifali, Arlete Sanchez Morales Cifali, Sylvio Propheta de Oliveira, Luiz Carlos Ferreira and Clube de Investimentos FHS x Unibanco – União de Bancos Brasileiros S/A e Banco Bandeirantes S/A


f. Main facts: Refers to a lawsuit in which the plaintiffs require the transfer instrument signed by Caixa Brasil SGPS and Unibanco for the transfer of the ownership interest in Banco Bandeirantes to be displayed. Lawsuit dismissed due to lack of interest in acting. The appeal is awaiting the decision of the Superior Court of Justice.




Lawsuit No. 000.02.0522042-5



c. Filing date: March 25, 2002

d. Parties to the proceedings: Renato Cifali, Arlete Sanchez Morales Cifali and Panamá Empreendimentos e Participações Ltda x Unibanco – União de Bancos Brasileiros S/A e Banco Bandeirantes S/A


f. Main facts: The plaintiffs in this lawsuit demand to receive a statement that compliance with the provisions of the settlement agreement entered into by the parties is subject to the meeting of the obligations by the defendants – the exercise of the right to elect an alternate member of the fiscal council of Banco Bandeirantes, and exercise the call option. Action dismissed. Awaiting an appeal to the Superior Court of Justice.





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Lawsuit No. 583.00.1998.940258-0

j. Court: 15th Lower Civil Court of the Central Court of the Judicial District of the City of São Paulo (State of São Paulo)

k. Jurisdiction: Appellate Court

l. Filing date: March 25, 2002

m. Parties to the proceedings: Hélio Caretoni x Banco Bandeirantes S/A, Caixa Geral de Depósitos S/A, Unibanco – União de Bancos Brasileiros e Caixa Brasil Participações S/A

n. Amounts, assets or rights involved: R$ 0.00

o. Main facts: Refers to a claim for enforcement that requires that the judgment debtors calculate the amounts due in order to enable the exercise of the call option for 50,000 preferred shares of Banco Bandeirantes. The claim is supported by a settlement agreement by which Caixa Brasil (controlling shareholder of Banco Bandeirantes) granted to some minority shareholders (including the plaintiff) call and put options arising from the capital increase in proportion to their share ownership. Appeal accepted to recognize the illegality. The appeal is awaiting decision.

p. Chance of loss: Possible

q. Analysis of impact in the event of an unfavorable decision: Illiquid.

r. Amount of provision, if any: None.

Lawsuit No. 5263020-40.2007.8.13.0024

a. Court: 3rd Court of the Federal Justice of Minas Gerais (State of Minas Gerais)


c. Filing date: August 17, 1982

d. Parties to the proceedings: Ítalo Aurélio Gaetani plus 71 co-Plaintiffs x Unibanco – União de Bancos Brasileiros S/A

e. Amounts, assets or rights involved: R$ 26,292,543.58 (December/2012) (Merger of Banco Mineiro by Unibanco – União dos Bancos Brasileiros S/A).

f. Main facts: This lawsuit refers to an indemnity claim filed by non-controlling interests due to alleged losses incurred as a result of the process of merging Banco Mineiro into Unibanco. The claim was judged to be unfounded. The request for the resolution of conflict in decision is awaiting decision of the Superior Court of Justice.





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Lawsuit No. 0663986-15.1985.4.03.6100

a. Court: 26th Federal Court – São Paulo – State of São Paulo

b. Jurisdiction: Lower Court (in the phase of summons of estates)


d. parties to the proceedings: Elizabeth da Veiga Alves x Banco Itaú S/A and others

e. Amounts, assets or rights involved: Merger of Banco União Comercial into Itaú Unibanco S.A. (“Itaú Unibanco”).

f. Main facts: Refers to a public civil action challenging the process for the merger of Banco União Comercial into Itaú Unibanco, claiming a refund for supposed damages that would have been incurred by the Federal Government arising from this merger process. Limitation period recognized. The appeal is awaiting decision on admissibility from the Superior Court of Justice.




Lawsuit No. 583.00.2009.229.838-5 and 583.00.2011.137.145-3

a. Court: (i) 39th Lower Civil Court of the Central Court of the Judicial District of the Capital City of São Paulo (State of São Paulo), (ii) 10th Lower Civil Court of the Central Court of the Judicial District of the Capital City of São Paulo (State of São Paulo).

b. Jurisdiction: (i) Appellate Court, (ii) Lower Court.

c. Filing date: (i) February 5, 2010, (ii) April 20, 2011.

d. Parties to the proceedings: (i) S.A. Philomeno Indústria e Comércio e Panamá Empreendimentos e Participações x Itaú Unibanco Holding S/A, (ii) Philomeno Imóveis e Participações Ltda x Itaú Unibanco Holding S/A


f. Main facts: (i) the shareholder claims compensation, alleging that it was precluded from exercising its rights as a shareholder, (ii) the shareholder requests the disclosure of the documents used to celebrate the agreement with it.

g. Chance of loss: Remote: (i) the shareholder was never precluded from exercising its rights as a shareholder, and (ii) a copy of the agreement is available to the shareholder.



4.5. With respect to the confidential relevant proceedings in which the Issuer or its subsidiaries are a party and which have not been reported in Items 4.3 and 4.4 above, analyze the impact in the event of an unfavorable decision and inform the amounts involved Neither the Issuer nor its subsidiaries are party to confidential proceedings that are considered significant.


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4.6. Describe any repetitive or related legal, administrative or arbitration proceedings based on similar legal facts or causes that are not confidential and that are collectively relevant to which the Issuer or its subsidiaries are party, specifying labor, tax and civil claims, among others, and indicating:

The Issuer does not have repetitive or related legal, administrative or arbitration proceedings that are collectively relevant.

We present below a description of the proceedings of this nature affecting the Issuer's financial subsidiaries. The amounts related to Itaú Unibanco Holding commented on are not proportionately presented to reflect the

shareholding interest of 36.78% held by Itaúsa, in December 31, 2012.

Civil Claims Economic Plans

Between 1986 and 1994, the Federal Government implemented a number of monetary stabilization plans, better

known as Cruzado, Bresser, Verão, Collor I, Collor II and Real, with the purpose of controlling the chronically high inflation that jeopardized Brazil’s stability for many years.

In order to implement the plans, several laws were enacted by successive governments, in the full exercise of the powers conferred upon them by the Federal Constitution to regulate the monetary and financial system.

These laws, however, started to be questioned by the holders of savings accounts at that time. They claimed

alleged differences in monetary corrections arising from changes established by the said plans in the savings accounts indexes.

Individual proceedings The Bank is party to collective and recurrent individual proceedings related to the economic plans. These claims

are provided for based on balances or the average balance of the accounts at that time. Public civil proceedings The Bank is also a party to public civil proceedings regarding the same issue, filed by the Public Prosecution

Office and by consumer protection associations. A provision is recognized for each new individual claim as it arises. Controversial case law There is controversy regarding the case law of the Brazilian Supreme Court arising from the fact that a different

treatment from that given to savings accounts has been given to a similar economic phenomenon. In the case of investments in Bank Deposit Certificates (“CDB”) and corrections applied to agreements in general, the case law of the Brazilian Supreme Court is generally favorable to the constitutionality of the laws that governed the monetary stabilization plans. Due to this controversy, a special lawsuit (Accusation of Non-Compliance with the Fundamental Precept (Arguição de Descumprimento de Preceito Fundamental) No. 165 – “ADPF165”), was filed by the National Confederation of the Financial System (“CONSIF”) before the Federal Supreme Court under a provision of the Brazilian Federal Constitution. The Central Bank of Brazil acts in said special lawsuit as an advisor (amicus curiae), evidencing the fact that savers have not incurred losses, and defending the constitutionality of the monetary stabilization plans.

Mainly on the strength of the evidence in this case, the Bank believes in the legality of ADPF 165, and does not

expect to be penalized as a result of the case, because in its associated actions it was only complying with the laws that established the monetary stabilization plans, strictly following the determinations of the National Monetary Council and the Central Bank of Brazil.


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Civil claims from different origins In addition to the claims related to the monetary stabilization plans, there are other civil proceedings against the

Bank arising from different indemnity claims for loss and suffering and property damage, and claims resulting from the ordinary course of its businesses related to, for example, the contesting of bills, bounced checks and the inclusion of information in the credit protection registry.

The total amount of the provision for civil claims, as at December 31, 2012, was R$ 1.659 million.

Tax Claims

In relation to taxes, the conglomerate has countless repetitive claims in which the levying of the ISS is challenged and for which a provision of R$ 412 million was recorded as at December 31, 2012. The discussions address the following legal theses:

ISS Leasing – place of service provision/calculation basis The companies that carry out leasing operations in the Itaú Unibanco conglomerate pay ISS to the municipality where the service provider is located, which is where the leasing activity is effectively performed, particularly the credit analysis and approval, and the monitoring of contracts pursuant to the prevailing tax legislation. Several Itaú Unibanco conglomerate companies were assessed and became parties to execution proceedings due to the non-payment of ISS on lease operations in another 300 municipalities where the leased asset is chosen delivered to the lessee. The calculation basis used in the tax assessment entry is usually higher than the consideration for the lease. The place where the service is provided and the calculation basis are challenged in these claims.

The decision of the Superior Court of Justice on the matter was favorable to the banks under the judgment of repetitive appeals. Once the leading case is judged, the decision will be applicable to all similar cases submitted to the Superior Court of Justice or to lower courts.

Pursuant to CVM Resolution No. 489/2005, no provision was recorded since the chance of loss is considered remote in these cases based on the decision of the Superior Court of Justice favorable to the taxpayers as mentioned above. ISS financial activity The financial institutions of the Itaú Unibanco conglomerate pay ISS on income resulting from the effective provision of services, such as checking account opening fees and credit card management fees. On the other hand, they are assessed and become parties to tax foreclosures collecting the payment of the municipal tax on other income that is typical of financial activity, such as income from financial operations. The conglomerate believes that the assessed income should not be characterized as a service provision, or is not included in the list of taxed services attached to Supplementary Law No. 116/03, and therefore the collection of ISS is illegal. Labor Claims The Issuer did not identify any labor claims in progress on December 31, 2012 as being significant in terms of the matters or amounts involved. This was also true in relation to its subsidiary companies. 4.7. Describe other relevant contingencies that are not included in the previous items

The contingencies considered relevant by the Issuer and its subsidiaries were mentioned in the previous items (Items 4.3 and 4.4).

Notwithstanding this fact, we refer to Note 32 to the financial statements of ITAÚSA –Investimentos Itaú S/A as at December 31, 2012, as published, to note that the consolidated financial statements include provisions for tax contingencies and legal obligations totaling R$4,176 million, for civil contingencies amounting to R$1,391 million, for labor contingencies amounting to R$1,859 million and for other contingencies amounting R$71 million.


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4.8 In relation to the rules of the foreign Issuer’s country and to the rules of the country where the foreign Issuer’s securities are in custody, if different from the original country, please identify: a) Restrictions imposed on the exercise of political and economic rights

Not applicable as the Issuer’s country is Brazil. b) Restrictions on outstanding securities and their transfer

Not applicable as the Issuer’s country is Brazil. c) Cases for the cancellation of registration

Not applicable as the Issuer’s country is Brazil. d) Other issues of interest to investors

Not applicable as the Issuer’s country is Brazil.


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ITEM 5 - MARKET RISKS 5.1. Describe, on a quantitative and qualitative basis, the main market risks to which the Issuer is exposed, including in relation to foreign exchange risks and interest rates

Itaúsa’s relevant market risks are concentrated in the Financial Services Area of the Group through the jointly-controlled subsidiary Itaú Unibanco Holding S.A. (“Itaú Unibanco”).

The market risk controls carried out by Itaú Unibanco covers all financial instruments contained in all of the

portfolios of the companies under its responsibility. Market risk is the possibility of losses resulting from fluctuations in the market values of positions held by a financial

institution, including risks of transactions subject to variations in foreign exchange rates, interest rates, equities, price indices and commodity prices, among other risk factor indices.

Market risk management is the process by which an institution plans, monitors and controls the risk of variations

in financial instruments’ market values, aiming at the optimization of the risk-return ratio through adequate limits structures, models and management tools.

Market risk measurement is performed by segregating operations into Trading and Banking portfolios, in

accordance with the criteria set forth in the Basel Accord and subsequent amendments, and by BACEN Circular No. 3,354, of June 27, 2007, and Resolution No. 3,464.

The trading portfolio consists of all transactions, including derivatives, which are entered into with the intention of

trading in the short term or hedging other financial instruments in this portfolio, and which are not subject to trading restrictions. These transactions are expected to benefit from changes in expected or actual prices in the short term, and from arbitrage opportunities.

The business portfolio includes all transactions not classified in the trading book. The treasury operations in the

banking book are carried out through the active management of financial risks inherent to the global balance sheet of the group and are entered into without the intention of trading in the short term. The banking book may include derivatives.

The exposure to market risk inherent to the many financial instruments, including derivatives, is split into several

risk factors. The market risk factors are the market primary components in price formation. The main risk factors measured by Itaú Unibanco are as follow:

Interest rates: risk of losses on transactions subject to interest rates variations, including:

Fixed income interest rates denominated in Reais Coupon rates indexed to some interest rates

Foreign exchange coupons: risk of losses on transactions subject to foreign exchange coupon rates; Foreign exchange rates: risk of losses in transactions subject to foreign exchange variations Price-index linked: risk of losses from transactions subject to the variations of price-index linked interest rates Equities: risk of losses from transactions subject to equity price variations Commodities: risk of losses from transactions subject to variations in commodity prices. Market risk is analyzed based on the following metrics: VaR - Value at Risk: statistical measure that estimates the expected maximum potential economic loss under

regular market conditions, taking into consideration a defined time horizon and confidence level Losses in stress scenarios (Stress Testing): simulation techniques to assess the behavior of the assets,

liabilities and derivatives of a portfolio when several risk factors are applied to extreme market situations (based on prospective scenarios)

Stop Loss Alert: an additional stress scenario in which results are added to the potential maximum loss in optimistic and pessimistic scenarios

Concentration: accumulated exposure of certain asset of risk calculated at market value (“MtM – Mark to Market”).


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Sensitivity and loss control measures are also analyzed. They include: Gap analysis: accumulated exposure, by risk factor, of cash flow expressed at their market values, allocated

as at the maturity dates Sensitivity (DV01 – Delta Variation): the impact on the cash flow’s market value when submitted to a one

annual basis point increase in current interest rates. Sensitivity to several risk factors (Gregas): partial derivatives of an options portfolio in relation to the underlying

asset prices, implicit volatilities, interest rates and timing Stop Loss: the maximum loss that may be reached by transactions classified in the trading book.

VaR - Consolidated Itaú Unibanco

The internal VaR model used by Itaú Unibanco Holding considers a one-day holding period and a 99% confidence level. Volatilities and correlations are estimated based on a volatility weighting methodology that gives greater weight to the most recent information.

The Consolidated Global VaR provides for an analysis of the exposure to market risk on Itaú Unibanco’s portfolios,

and those of its foreign subsidiaries by showing where the largest concentrations of market risk are found: Banco Itaú BBA International S.A., Banco Itaú Argentina S.A., Banco Itaú Chile S.A., Banco Itaú Uruguai S.A., Banco Itaú Paraguai S.A. and Itaú BBA Colômbia S.A. - Corporación Financiera.

On a consolidated basis, Itaú Unibanco Holding maintains a policy of conservative management and portfolio

diversification, and of operating within low limits in relation to its capital. In order to improve the quality of the quantitative information on Market Risk, in the second quarter of 2012, Itaú

Unibanco reallocated the risk factors in their corresponding groups in the VaR table. This reallocation does not affect the market risk exposure of the institution, since the Global Risk values did not change. The figures presented in this publication already reflect the reallocation of the risk factors, facilitating the comparison among the periods.

(In millions of Brazilian Reais)

Global VaR (*)

Average Minimum Maximum 12/31/12 Average Minimum Maximum 12/31/11

Risk factor group

Interest rate 191.2 71.8 427.6 348.7 100.9 24.6 222.6 104.8 Foreign exchange coupons 20.4 7.3 49.6 11.4 29.5 12.6 59.0 23.6 Foreign currency 25.7 4.6 53.9 8.8 19.1 5.2 38.8 18.0 Price indices 110.3 14.8 325.0 51.2 17.7 2.5 41.6 21.1 Variable income 24.2 13.6 43.5 16.8 36.9 17.4 57.1 25.2

Foreign units (**)

Itaú BBA International 1.7 0.7 5.1 1.1 2.9 0.4 6.5 1.5 Itaú Argentina 3.0 1.7 5.6 5.5 4.0 1.6 9.4 3.7 Itaú Chile 5.5 3.2 9.6 4.4 5.3 1.9 10.3 5.3 Itaú Uruguay 1.7 0.3 3.4 2.0 0.5 0.2 1.1 0.7 Itaú Paraguay 0.4 0.2 1.4 1.0 0.6 0.2 1.7 0.2 Itaú BBA Colombia - - - -

Effect of diversification

(77.1) (53.4)

Global Risk 289.7 118.0 601.4 373.7 142.0 74.0 278.5 150.9

(*) Adjusted to reflect the tax treatment of individual classes of assets.

(**)Determined in local currency and converted into Brazilian Reais at the closing exchange rate on the base date. The Industrial Area of the Group is subject to market risks associated to its industrial and commercial activity,

always in line with its business. These risks are not relevant when compared to the total risk of the Group.


43

Sensitivity analysis (Trading and Banking portfolios)

The sensitivity analysis of the banking and trading books shown in this report is a statistical evaluation of the

portfolio exposure and, therefore, does not consider the response capability of management (treasury and control areas) that implements risk mitigating measures whenever a loss or risk situation is identified, minimizing the possibility of significant losses. In addition, the presented results do not necessarily translate into accounting results, because the study's sole purpose is to disclose exposure to risks and the respective protective actions, taking into account the fair value of financial instruments, irrespective of the accounting practices adopted by the institution.

(In millions of Brazilian Reais)

Trading and Banking Portfolios Exposure 12/31/2012 (*)

Risk factors Risk of variation in: Scenarios

I II III

Fixed rates Fixed rate in Reais

(3.8) (95.2) (189.7)Foreign exchange coupons

Rates of foreign exchange coupons

(1.5) (36.8) (72.3)

Foreign currency Exchange variations

4.2 (105.3) (210.6)

Price indices Inflation coupon rates

(2.7) (65.6) (127.5)

Reference rate Rate of TR coupon

(5.2) (126.1) (245.8)

Shares Share prices

6.6 (166.1) (332.2)

Total without correlation

(2.3) (595.1) (1.178.2)

Total with correlation

(1.6) (416.4) (824.4)

Total without correlation – Industrial Area (**)

- (1.7)

(2.9)

(*) Amounts net of tax effects.

(**) Includes exposures in foreign currency, interest rates and prices. The following scenarios are used to measure the sensitivity: Scenario I: Addition of one base point to the fixed-rate curve, foreign currency coupon, inflation and interest

rate indices, and one percentage point to currency and share prices, which are based on market information (BM&FBOVESPA, Anbima, etc.)

Scenario II: Shocks at 25 base points in fixed-rate curves, foreign currency coupon, inflation and interest rate indices, and 25 percentage points in currency and share prices, both for growth and fall, considering the largest resulting losses per risk factor

Scenario III: Shocks at 50 base points in fixed-rate curves, foreign currency coupon, inflation and interest rate

indices, and 50 percentage points in currency and share prices, both for growth and fall, considering the largest resulting losses per risk factor.

5.2. Describe the market risk management policy adopted by the Issuer, its objectives, strategies and instruments, indicating:

Itaúsa’s decisions are supported by analysis tools which enable profitable transactions to be safely conducted, in order to optimize the risk-return ratio.

In the financial services area, where a significant portion of market risk is concentrated, Itaú Unibanco manages

risks supported by the best solutions based on corporate governance practices recommended by international organizations and by the Basel II Accords.

Itaú Unibanco manages risks seeking to apply the best corporate governance practices recommended by

international organizations and by the Basel II Accords.


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The Itaú Unibanco’s market risk management policy is in line with the principles of CMN Resolution No. 3,464 of June 26, 2007 (and subsequent updates), and is a set of principles that guides the institution’s strategy of market risk control and management in all of the business units and organizational entities of Itaú Unibanco group. a) Risks that are intended to be hedged

The risks intended to be hedged mainly include interest rate, inflation and foreign exchange variation risks.

b) Equity hedging strategy

The shareholders’ equity of the organization is managed in local currency and the hedging strategy is aimed at preventing fluctuations in relevant market factors from compromising the equity value.

c) Instruments used for equity hedging purposes

When necessary, the Issuer carries out transactions involving derivative financial instruments in the market.

d) Parameters used for managing these risks The parameters used by the financial area of Itaú Unibanco consist of market risk measures, such as: VaR, VaR

Stress, Stop Loss and Stop Loss Alert, among others.

e) If the Issuer carries out transactions involving financial instruments for different equity hedging purposes, state what these purposes are

The Issuer hedges transactions with clients and proprietary positions, including foreign investments, in order to

mitigate risks arising from price fluctuations in the relevant market risk factors to keep these transactions within the exposure limits in effect. Derivatives are the most commonly used instruments in these hedging activities. In situations in which these transactions are designated for hedge accounting, specific supporting documentation is generated, including the continuous monitoring of the hedge effectiveness (retroactively and prospectively) and other changes in the accounting process. The hedge accounting and management procedures are governed by institutional policies at Itaú Unibanco

f) Organizational structure for risk and capital management control

Itaúsa, as necessary, shares an organizational structure with its principal jointly-controlled subsidiary, Itaú Unibanco, as described below:

Risk management is considered by Itaú Unibanco an essential instrument for optimizing the use of capital and

selecting the best business opportunities, aimed at maximizing the creation of value for its stockholders. The identification of risks is intended to map the internal or external risk events that might affect the strategies of the business and support units and the accomplishment of their goals and possibly impact the results, capital, liquidity and reputation of Itaú Unibanco Holding.

The credit, market, liquidity, operational and underwriting risk control is centralized in an independent unit in order

to ensure that these functions are managed in compliance with the established policies and procedures. This independent structure is also responsible for centralizing the management of Itaú Unibanco Holding’s capital. The purpose of the centralized control is to provide the Board of Directors and executives with a global view of the exposure of Itaú Unibanco Holding to risks, and a forward-looking view on the capital adequacy, so as to optimize and speed up corporate decisions.

Our risk management procedures permeate the institution as a whole, consistent with the guidelines of the Board

of Directors and executives which, by means of the Committees and Superior Committees described below, define our global objectives in terms of risk management, expressed as goals and limits for each business unit. The capital control and management units, in turn, support the management of Itaú Unibanco Holding with monitoring and analysis procedures for risk and capital.


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The Capital and Risk Management Committee (“CGRC”) supports our Board of Directors in the performance of its activities related to risk and capital management, submitting reports and recommendations for the analysis of the Board of Directors with respect to: (i) the supervision of Itaú Unibanco’s risk management and control activities, for the purpose of ensuring their adequacy for the risk levels assumed and to the complexity of operations, as well as complying with regulatory requirements, (ii) review and approval of capital management institutional policies and strategies that establish mechanisms and procedures aimed at maintaining capital compatible with the risks incurred by the institution, (iii) determination of the minimum return expected on capital, as well as performance monitoring, (iv) supervision of the incentive structures, including compensation, aimed at ensuring their alignment with risk control and value creation objectives, and (v) improvement of Itaú Unibanco’s risk culture of Itaú Unibanco Holding. Refer to “Item 6C. Practices of the Board of Directors — Statutory Bodies”.

The Audit Committee is responsible for overseeing the quality and integrity of our internal control and risk

management systems, among other duties. Refer to “Item 6C. Practices of the Board of Directors — Statutory Bodies — Committees of the Board of Directors — Audit Committee.”

The Superior Risk Policy Committee (“CSRisc”) is our superior risk and capital management body at the executive

level, and is responsible for: (i) establishing general risk policies that determine the operating methods and authority levels for the specific

forums that are the managers of each type of risk, (ii) approving the procedures required for the effective compliance with the established institutional policies and processes, (iii) approving decisions about taking risks with great impact on capital and reviewing decisions taken by other Committees within its authority level, (iv) setting and monitoring limits combined per type of risk, (v) ensuring, over time, the consistency of risk and capital management across the Itaú Unibanco Group, (vi) monitoring the implementation of risk and capital management tools, and (vii) approving risk assessment and capital calculation methodologies.

In addition to the CSRisc, senior management level oversight of risk management is performed through five

committees: the Superior Risk Institutional Policies Committee (“CSNIR”), the Superior Institutional Treasury Committee (“CSTI”), the Superior Institutional Treasury and Liquidity Committee (“CSTIL”), the Superior Credit Committee (“CSC”), and the Superior Audit and Operational Risk Management Committee (“CSAGRO”).

The purpose of the CSNIR is to validate and approve the market, liquidity, credit, operational and underwriting

risk control and capital management institutional policies. The CSTI and the CSTIL are responsible for assessing and establishing policies and strategies for market and

liquidity risks. The CSTI sets the exposure limits for market risk and the maximum loss limits of positions based on the limits determined by the CSRisc. The limits are monitored on a daily basis and excesses are reported to the appropriate level of authority. The CSTIL sets liquidity limits based on the limits determined by the CSRisc and monitors current and future levels of liquidity in order to manage cash flow.

The CSC is responsible for managing corporate credit risks, including establishing corporate credit policies,

coordinating internal rules on credit limits to grant financing and bank guarantees and determining the authority levels to approve credit transactions.

The CSAGRO is responsible for operational risks and internal controls, including: managing risks associated with

our processes and businesses, setting guidelines for the management of operational risks, and analyzing the results arising from Itaú Unibanco's Internal Control and Compliance System.

Superior Institutional Treasury Committee

(CSTI)

Superior Institutional Treasury and

Liquidity Committee (CSTIL)

Superior Risk Policy Committee (CSRisc)

Superior Audit and Operational Risk

Management Committee (CSAGRO)

Superior Credit Committee (CSC)

Audit Committee

Board of Directors

Board Risk and Capital Management Committee (CGRC)

Superior Product Committee (CSP)

Superior Foreign Units Committee

(CSEXT)

Superior Risk Institutional Norms Committee (CSNIR)


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In addition to the Commissions and Committees responsible for risk management, the Superior Product Committee (“CSP”) approves products, operations, services and processes of Itaú Unibanco Holding, ensuring that they meet the needs of clients and segments (suitability), and are responsible for assessing the potential risks of these operations to the image of Itaú Unibanco Holding.

The purpose of the Superior Foreign Units Committee (“CSEXT”) is to supervise businesses abroad and it is the

highest level of authority for approving products, transactions, services and processes in the markets where Itaú Unibanco Holding operates outside of Brazil.

As part of our risk control tools, Itaú Unibanco Holding manages proprietary risk management systems that are in

compliance with the Central Bank’s regulations and capital reserve models. These models are based on the following elements:

Economic, financial and statistical analyses, which allow the evaluation of the effects of adverse events on

the institution’s liquidity, credit and market positions

Market risk measures, such as VaR, losses in stress scenarios, Stop Loss Alert and concentration

Credit risk rating tools, which involve credit scoring for clients, based on statistical and behavioral models, for retail portfolios, and proprietary rating models for corporate clients. We also use portfolio management models to quantify and allocate economic capital, which is the capital estimated by Itaú Unibanco Holding to be sufficient to cover risks incurred

Operational risks, many of which have been evaluated through the use of internal databases and statistical

models that monitor the frequency and the severity of internal events of loss to quantify the risks and allocate economic capital. Itaú Unibanco Holding is in the process of extending statistical and scenario-based approaches to cover all material operational risks

Simulations of protection alternatives due to liquidity losses and contingency plans for crisis situations in

different scenarios. The processes used by Itaú Unibanco Holding to calculate the referential equity are in accordance with CMN

Resolution No. 3,490. The referential equity to cover risks takes into consideration the sum of the following portions:

PEPR: regulatory portion required to cover credit risk and other asset exposures not included in the other portions;

PCAM: regulatory portion required to cover the risk of exposure in relation to gold, foreign currency and transactions subject to foreign exchange variations;

PJUR: regulatory portion required to cover the risk of transactions subject to variations in interest rates; PCOM: regulatory portion required to cover the risk of transactions subject to variations in commodity prices; PACS: regulatory portion required to cover the risk of transactions subject to variations in equity prices; POPR: regulatory portion required to cover the operational risk.

In compliance with CMN Resolution No. 3,988, Itaú Unibanco implemented its capital management structure and

is preparing the first internal capital adequacy assessment process (“ICAAP”) report that will be submitted to BACEN in September 2013 for the base date of June 2013.

The capital management process supports Itaú Unibanco Holding by means of a continuous process which

involves:

Monitoringcapital requirements in scenarios of normality and stress, considering the regulatory requirements and the guidelines of the Board of Directors;

Planning of targets and capital needs taking into consideration the strategic objectives of Itaú Unibanco Holding;

Adopting a prospective posture in relation to capital management.


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g) The adequacy of the operating structure and internal controls to verify the effectiveness of the policy adopted

The quality of the controls and the adherence of the market risk management to the policies and strategies defined by the Superior Committees of the institution are periodically checked by the Internal Control Area, subordinated to the Risk Control Area (“RCA”)

The Internal Control Area is responsible for the periodic quality evaluation of internal controls and adherence of the processes to the guidelines of senior management.

The internal control methodology is based on the following phases: 1) Mapping of processes, assuring that they:

• Enable the understanding of the process • Include details of critical controls and activities • Are regularly updated.

2) Development of the Risk and Control Matrix, addressing:

• Major risks of each phase • Controls considered adequate to mitigate risks, including monitoring in compliance with the defined rules

and policies.

3) Analysis and carrying out of tests, considering whether:

• The tests implemented are adequate to evaluate the effectiveness of controls • The documentation of the test procedure is clear and sufficiently detailed to enable the test to be repeated • The result of the tests effectively shows the adequacy/inadequacy of the control.

4) Reporting to management on control deficiencies regarding the areas for the development of action plans. 5) Monitoring the implementation of action plans for the correction of the identified control deficiencies.

5.3. State whether, with respect to the previous year, there were significant changes in the main market risks to which the Issuer is exposed or in the risk management policy adopted In 2012, the market risk limit control structure, very detailed and aligned with the business structure, segregating metrics into risk factor groups for each business area, was extended to the foreign units to expand the best practice controls to all of the treasury departments of the conglomerate and facilitate centralized risk management.

In the constant search for the evolution of the risk control and monitoring practices, due to the complexity of the

new products, the quantity of operations or the new regulatory requirements, the treasury risk control area reviewed in 2012 all of the market historical databases (prices, volatility curves and surfaces), ensuring the quality of all of the risk studies and monitoring. Based on this review of the data, we started to include the VaR obtained through historical simulations among the monitoring measures. This represents significant progress in the monitoring of the market risk arising from the Treasury positions, since it adds to the measures already produced on a daily basis a new metric widely used by the market that enables the association of potential losses of the current portfolio with specific past events. Based on this new metric, the Issuer is required to follow the recommendations of the guidelines issued by the Basel Committee.


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5.4. Supply other information that the Issuer may deem relevant

Itaúsa is structured around the Financial and Industrial Areas. Its main subsidiaries in the Industrial Area are: Duratex S.A., Elekeiroz S.A. and Itautec S.A., and its jointly-controlled subsidiary in the Financial Services Area is Itaú Unibanco. The significant market risks of the Group’s Financial Services Area are managed through Itaú Unibanco, based on a governance structure that is already in place.

The Issuer’s market risk management process is carried out in accordance with the governance and hierarchy of

committees and limits that are specifically approved for this purpose and cover everything from the monitoring of the combined risk indicators (portfolio level) to granular limits (individual desk level), ensuring the effectiveness and coverage of the control. These limits are established by evaluating the projected results of the balance sheet, the amount of equity and the risk profile of each organizational entity, which are determined on the basis of risk measures used by management. Limits are monitored daily and any excesses are reported to and discussed by the proper committees. Furthermore, the daily risk reports used by the business and control areas are issued to the senior management.

The companies in the industrial area present immaterial market risks compared to the Financial Services Area -

Itaú Unibanco (see the table in Item 5.1). Transactions in the Industrial Area that could possibly give rise to market risk are carried out in order to meet the needs inherent in the business of the area. These transactions present immaterial market risks to the conglomerate.

More information about risk management is available on the Investor Relations website

(www.itauunibanco.com.br/ri) in the route: Corporate Governance >> Risk Management - Pillar 3.


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ITEM 6 - HISTORY OF THE ISSUER

6.1/6.2/6.4 – Issuer’s incorporation, term of duration and date of registration with CVM

Issuer’s incorporation date 05.06.1966

Issuer’s incorporation type Corporation

Country of incorporation Brazil

Duration or X Undetermined duration

Date of registration with CVM 07.20.1977

or Registration required

6.3. Brief history of the issuer

Itaúsa, a publicly-held holding company, was incorporated in order to centralize the strategic decisions of a group

of companies, providing them with the best conditions for expansion. The main companies of the Itaúsa Conglomerate, which are also publicly-held companies that hold substantial investments in businesses in the domestic and foreign markets, represent traditional brands and are highly-regarded in their respective markets: Duratex S.A. (Duratex), Elekeiroz S.A. (Elekeiroz), and Itautec S.A. (Itautec), in the industrial area, and Itaú Unibanco Holding S.A. (Itaú Unibanco), in the financial services area.

The management model of Itaúsa is based on the administrative autonomy of the companies in which it has

interests, thus allowing them to reach high levels of productivity, developing the capacity of its employees with education, training and development programs, and improving the technology of its products and services that are offered to its clients and market.

The history of the Itaúsa Conglomerate began with the first investment bank to be incorporated in Brazil, called

Banco Federal Itaú de Investimentos S.A., created on May 6, 1966, shortly after the Central Bank of Brazil gave permission for this kind of activity.

Among its founders were Jorge Dias de Oliva, Eudoro Villela, Aloysio Ramalho Fóz, Olavo Egydio Setubal,

Haroldo de Siqueira, Rubens Martins Villela, and José Carlos Moraes Abreu. In November 1970, it changed its official name to Banco Itaú de Investimento S.A. and in May 1973, to Banco

Itaú Português de Investimento S.A. It expanded its operations in the specific area of investment banking, simultaneously accumulating a large stock portfolio and becoming an important shareholder in a number of Itaú’s financial institutions. As these institutions grew, Banco Itaú Português de Investimento S.A. found it difficult to maintain the two-tier approach to its operations, as both a holding company of the conglomerate and as an investment bank.

As a result, it reformulated its objectives and terminated its investment banking activities in order to become a

leading company among Itaú’s financial institutions - a holding company that at that time grouped together more than 50 companies. The General Meeting held on December 9, 1974 approved the change of its name to Investimentos Itaú S.A., and a change of its purpose to providing support to the private Brazilian companies in which it had an interest.

At the General Meeting held on April 30, 1991, the official name was changed to Itaúsa - Investimentos Itaú S.A.,

thereby incorporating the "Itaúsa" tag by which it is known in the market. On June 26, 2001, Itaúsa joined Corporate Governance Level 1 of the Stock Exchange of São Paulo, and took

the following key commitments, among others: maintaining as a free float a minimum amount of shares representing 25% of the total capital to ensure the liquidity of securities, and providing extensive data to shareholders and the capital markets every quarter.


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Since 2001, Itaúsa has participated in annual public meetings in partnership with the Brazilian Association of Investment Professionals and Capital Markets Analysts (“APIMEC”), attended by a wide audience, among which are analysts, investment professionals, investors, shareholders and the industry press of Brazil and abroad. It has also hosted conference calls by telephone and on the Internet when releasing results. The conference calls are hosted annually, but may also be arranged in the event of a material fact which justifies this.The presentations of Itaúsa meetings at APIMEC and the conference calls are available on the website of Itaúsa, since 2001 - at www.itausa.com.br, by clicking on the “Presentations” link.

Following the best corporate governance practice in order to avoid conflicts of interest and promote harmony

between the related parties, on May 10, 2011, the Villela and Setubal families, the controlling shareholders of Itaúsa, signed a Shareholders’ Agreement aimed at ensuring the transparency of their actions in the management of the main strategic issues of the holding company. It is public instrument that describes the operation of rules and the exercise of power, regulates the stock trading transactions and the right of first refusal, at the controlling group level, and ensures conditions of balance and exercise of power to ensure the continuity of th businesses by respecting all stakeholders.

In relation to this matter, the approval of the internal rules at the Board of Directors meeting held on August 8,

2011 should be highlighted. These rules reaffirmed that the Board of Directors’ mission is to protect and value the net worth of the company and maximize, by means of the work of the Board of Executive Officers, the return on investments. The Board of Directors, considering that Itaúsa is a holding company, regularly follows up the business development of its subsidiaries.

In December 2011, the Board of Directors of Itaúsa approved the Code of Ethics of the Itaúsa Conglomerate. This

document details Itaúsa’s commitments on two essential themes: corporate citizenship and management, transparency and rendering of accounts; it sets out 15 guidelines to be applied in the management of businesses. The Board of Directors of Itaúsa also established that the codes of ethics or conduct of subsidiaries should be aligned with the guidelines set out by the holding company.

Itaúsa was selected for the ninth time in 2012 to make up the Dow Jones Sustainability World Index (“DJSI”), the

main corporate sustainability ranking in the world. In its 2012/2013 edition, the portfolio comprises 340 companies from 30 countries, of which only nine are Brazilian. Among these companies are Itaúsa itself, Itaú Unibanco, Redecard S.A. and Duratex. Also, for the sixth consecutive year, Itaúsa was selected for inclusion in the portfolio of the BM&FBovespa Corporate Sustainability Index (“ISE”) in its 2012/2013 edition.

In 2012 the Annual Report of Itaúsa received for the second consecutive year the Global Reporting Initiative

(“GRI”) statement of compliance with Level A+ of the GRI guidelines application. This recognition is given to companies that have advanced sustainability reporting practices, and Itaúsa is the only publicly-held holding company in Brazil that releases a report applying the Level A+ guidelines. The main companies of the Itaúsa Conglomerate also prepare their reports following the GRI guidelines: at Level A+ - Duratex and Itaú Unibanco, and at Level A - Elekeiroz and Itautec.

With the continuous development of our corporate governance practices and environmental and social impact

assessments, we have been successful in promoting initiatives that add value to the products and services that are offered by our subsidiaries.

6.5. Describe the main corporate events, such as takeovers, mergers, spin-offs, acquisition of shares, disposals and acquisitions of shareholding control, acquisitions and disposals of important assets which the Issuer or any of its subsidiaries or affiliated companies have carried out, indicating: In 2012 Industrial Area


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Biologica Sistemas

Event Acquisition of 70% interest in Biologica Sistemas Ltda., which was changed into a corporation named Biologica Sistemas S.A.

Main conditions of the transaction Acquisition of 70% of the capital quotas of Biologica Sistemas Ltda. (350,000 quotas) through a quota purchase and sale agreement entered into on March 20, 2012. The total amount of the transaction was R$ 998,000, R$ 382,000 of which was paid at the date of the contract and R$ 616,000 of which was retained to cover possible losses that Biologica may incur and that will be the subject of an indemnity to Itautec by the former controllers. The amount retained will be adjusted at the rate of 100% of the CDI from the date of the contract and will be released to the former controllers if there is no event subject to indemnity. On October 30, 2012, the company paid the first portion, retained in the amount of R$ 171,000.

Companies involved Itautec S.A. and Biologica Sistemas Ltda. Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the Issuer’s parent company, shareholders with more than 5% of the capital, and management members

There was no change.

Corporate structure before and after the transaction


Jacarandá

Event Merger of Jacarandá Mimoso Participações Ltda. into its parent company Duraflora S.A., a wholly-owned subsidiary of Duratex S.A.

Main conditions of the transaction On April 30, 2012, this subsidiary was merged into Duraflora S.A., a wholly-owned subsidiary of Duratex S.A., under the terms of the Protocol and Justification of Merger and Appraisal Report. Objective of the transaction: Rationalization of administrative and commercial activities, as well as the optimization of the current corporate structure.

Companies involved Duraflora S.A., Jacarandá Mimoso Participações Ltda., Duratex Empreendimentos Ltda. and Duratex S.A.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the Issuer’s parent company, shareholders with more than 5% of the capital, and management members

Duratex Empreendimentos Ltda. became a shareholder of Duraflora S.A. as a result of the investment it held in Jacarandá Mimoso Participações Ltda.


Before: Duratex S.A. held 100% of the capital of Duraflora S.A. After: Duratex S.A. became the holder of 99.99% and Duratex Empreendimentos Ltda. became the holder of 0.01% of the capital of Duraflora S.A.


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Tablemac S.A.

Event Acquisition of a Relevant Investment in Tablemac S.A. by subsidiaries of Duratex S.A.

Main conditions of the transaction On May 18, 2012, Duratex signed an Agreement for the Subscription of a Relevant Investment in Tablemac S.A., a leading company in the Colombian industrialized wood panel production market. In August 2012, Duratex S.A., through its indirect subsidiaries Duratex Europe NV and Duratex Belgium NV, subscribed 25% of the capital of Tablemac S.A. by means of a primary issue of shares. This event represented an investment of approximately R$ 116 million in the Colombian company. In addition to the above acquisition, a Public Offering took place in the Colombian market on November 2, 2012 for the acquisition of an additional interest in Tablemac of 12% of the shares issued for the fixed unit price of COP 12 (twelve Colombian pesos), representing an investment of approximately R$ 54 million.

Companies involved Tablemac S.A., Duratex S.A., Duratex Europe N.V. and Duratex Belgium N.V.





Acquisition of Indústria Metalúrgica Jacareí Ltda

Event Acquisition of Indústria Metalúrgica Jacareí Ltda. by Duratex S.A.

Main conditions of the transaction On May 28, 2012, Duratex S.A. signed a Binding Proposal for the Acquisition of an industrial unit of Lupatech S.A., located in Jacareí, State of São Paulo (Metalúrgica Ipê – Mipel), which is specialized in the production of bronze industrial valves. On October 2, 2012, the acquisition of all of the quotas of Indústria Metalúrgica Jacareí Ltda. (Mipel) for R$ 45 million was completed. This acquisition allows for the increase in the offer of products of the Deca Division in the segment of bronze industrial valves and for the increase in the annual production capacity by 780,000 parts per shift.

Companies involved Lupatech S.A., Indústria Metalúrgica Jacareí Ltda., Duratex S.A. and Duratex Empreendimentos Ltda.






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Thermosystem

Event Acquisition of Thermosystem Indústria Eletro Eletrônica Ltda. by Duratex S.A.

Main conditions of the transaction On September 24, 2012, Duratex signed a Binding Proposal for the Acquisition of Thermosystem Indústria Eletro Eletrônica Ltda., a company that is specialized in the production of electronic showers and solar heating systems, for the amount of R$ 58.1 million. This is an innovative company and it launched the first “electronic shower” in Brazil. It has grown significantly lately as a design, innovation and added value company. On January 2, 2013, the Final Agreement for the Purchase and Sale of Quotas of Thermosystem was entered into.

Companies involved Thermosystem Indústria Eletro Eletrônica Ltda., Duratex S.A. and Duratex Empreendimentos Ltda.





Merger of Indústria Metalúrgica Jacareí Ltda.

Event Merger of Indústria Metalúrgica Jacareí Ltda. into Duratex S.A.

Main conditions of the transaction On December 28, 2012, the merger of Indústria Metalúrgica Jacareí Ltda. into Duratex S.A., under the terms of the Protocol and Justification of Merger and Appraisal Report, was approved. Objective of the transaction: Rationalization of the administrative and commercial activities, as well as the optimization of the current corporate structure.

Companies involved Duratex S.A. and Indústria Metalúrgica Jacareí Ltda.






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Debentures Duratex

Event 1st Private Issue of Debentures Convertible into Shares of Duratex S.A.

Main conditions of the transaction

On February 8, 2012, the private issue of convertible debentures of Duratex S.A. amounting to R$99.9 million was approved with a floating guarantee. The debentures were fully subscribed and the common shares arising from the conversion of the debentures: (i) will have the same characteristics and conditions and will enjoy the same rights and advantages that are statutorily attributed to the existing shares issued by the Company, and (ii) will fully participate in the distribution of the profit resolved upon from the date when the conversion is requested, including dividends and interest on capital.

Companies involved Duratex S.A.


The maximum percentage of dilution of the total shares of the Company on base date January 15, 2012, was 1.42%, taking into consideration the conversion of 100% of the debentures and disregarding the treasury shares.


Of the 777,000 debentures issued, 1,871 (0.24%) were converted into common shares in 2012.


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Financial Services Area

For the purposes of this item, the financial services area used as its materiality criterion transactions involving amounts higher than R$300 million or that have been disclosed as material facts over the last three years.

Redecard

Event

Public Tender Offer for Redecard Shares.


On February 7, 2012, Itaú Unibanco Holding announced its intention to acquire, directly or through its subsidiaries, all non-controlling interests’ shares of Redecard S.A. (“Redecard”), through a public tender offer (the “Tender Offer”) aimed at cancelling Redecard’s authorization as a publicly-held company registered with the CVM. The Tender Offer targeted the acquisition of common shares of Redecard corresponding to approximately 50% of its share capital. On April 12, 2012, Itaú Unibanco Holding confirmed that the price to be paid in cash would be R$35.00 per share (the “Tender Offer Price”). The Tender Offer was successfully completed on September 24, 2012. As a result of the auction, Itaú Unibanco Holding acquired, through its subsidiary Banestado Participações, Administração e Serviços Ltda. (“Banestado”), 298,989,137 common shares of Redecard, representing 44.4% of Redecard’s share capital. On October 18, 2012, the registry of Redecard as publicly-held company was cancelled. In December 2012, the issuer held through its subsidiaries the total shares of Redecard. The shares were purchased at the Tender Offer Price for a total amount of R$11,752 million (including stock exchange auction). The difference between the amount paid and that corresponding to the non-controlling interests was directly recognized in the Consolidated Shareholders’ Equity under the heading “Revenue Reserves” in the amount of R$11,151 million, adjusted through December 31, 2012, corresponding to R$7,360 million, net of taxes. For further information, see Note 2-c to the Financial Statements.

Companies involved

Redecard S.A, Banestado Participações, Administração e Serviços Ltda., and Dibens Leasing S.A. - Arrendamento Mercantil.


No change in the corporate structure of the Issuer.


In December 2012, Itaú Unibanco Holding, through its subsidiaries, became the holder of 100% of the shares of Redecard.


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Serasa

Event

Sale of the shares of Serasa S.A.


On October 22, 2012, Itaú Unibanco Holding, through BIU Participações S.A., entered into a stock purchase agreement with Experian Brasil Ltda., under which it undertook to sell its equity stake, corresponding to 601,403 common shares, in Serasa S.A., a credit bureau. The profit before taxes earned in this disposal amounted to R$1,542 million in the fourth quarter of 2012. This transaction was completed on November 23, 2012.

Companies involved

BIU Participações S.A., Itaú Unibanco S.A., Experian Brasil Ltda., and other financial institutions that held and also sold their interests in Serasa S.A.




The Issuer no longer holds any interests in the capital of Serasa S.A.


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BMG

Event

Joint Venture with Banco BMG S.A. ("BMG"), aimed at offering, distributing and making payroll loans in the Brazilian territory.


On July 9, 2012, Itaú Unibanco S.A. entered into a Joint Venture Agreement with Banco BMG S.A. (“BMG”), a private Brazilian bank, aimed at distributing and making payroll loans in Brazil (the “BMG Joint Venture”). The BMG Joint Venture is structured as a new financial institution, Banco Itaú BMG Consignado S.A. (the “JV”), controlled by Itaú Unibanco, which directly or indirectly holds 70% interest in the total and voting capital stock. BMG holds the remaining 30% interest. The initial capital stock of the JV is R$1 billion. Itaú Unibanco S.A. is entitled to nominate the majority of the Board of Directors members of the JV and the majority of its officers, including the Chief Executive Officer. BMG is entitled to appoint the commercial, operations and collection officers of the JV, subject to Itaú Unibanco S.A.’s approval.

BMG shares its distribution channels operated by baking correspondents with the JV, which has the right to grant 70% of the payroll loans generated by such distribution channels. The remaining 30% of these loans may be granted directly by BMG.

The payroll loans granted to Itaú Unibanco S.A.’s clients through its branches and other exclusive channels remain separate from the operations of the JV. Itaú Unibanco S.A. will also provide funding for BMG’s payroll loan transactions of up to R$300 million per month, for a five year term. Itaú Unibanco and its affiliates also have the right to offer their products and services to the JV’s customers.

This transaction was approved by the Brazilian Antitrust Authority (CADE), and the final contracts that govern the BMG Joint Venture were signed on December 13, 2012, including an investment agreement that establishes the rights and obligations of each of the parties in relation to the JV, and a contract for funding through the assignment of receivables, which establishes the obligation of Itaú Unibanco S.A. to provide funds to BMG. This transaction was completed on January 7, 2013 and approved by the Central Bank in April 2013.

Companies involved

Banco BMG S.A. and Itaú Unibanco S.A.




Itaú Unibanco S.A became the holder of 70% interest in the total and voting capital of the JV.


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BPI

Event

Sale of the shares of Banco BPI, S.A.


On April 20, 2012, Itaú Unibanco Holding, through its subsidiary IPI - Itaúsa Portugal Investimentos, SGPS, Lda. (“IPI”), entered into an agreement for the transfer of its 18.87% interest in the capital stock of Banco BPI, S.A. (“BPI”) to Caixabank, S.A. (“La Caixa”), a company of the La Caixa Group. This transaction was approved by the Central Bank of Portugal on April 30, 2012 and its completion occurred on May 3, 2012, when La Caixa paid to Itaú Unibanco Holding a consideration of approximately €93 million for the acquisition. The transaction produced a positive effect on the consolidated shareholders’ equity amounting to approximately R$106 million, and a negative non-recurring effect of approximately R$205 million on the accounting net income. These effects were recorded in the second quarter of 2012.

Companies involved

IPI - Itaúsa Portugal Investimentos - SGPS, Lda.; Banco BPI, S.A., and CaixaBank, S.A.




After the sale of 18.87% shares of Banco BPI S.A., the Issuer no longer directly or indirectly holds any interest in the capital stock of BPI.


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In 2011 Industrial Area Elizabeth Louças Sanitárias

Event Acquisition of Elizabeth Louças Sanitárias Ltda. Main conditions of the transaction Acquisition on February 4, 2011 by Duratex S.A. of all quotas under the

Definite Purchase and Sale Agreement in order to ensure a significant increase in the production capacity of porcelain bathroom fixtures, in addition to increasing Duratex S.A.’s market share in a region where the construction activity is growing fast. From this date, its company name changed to Deca Nordeste Louças Sanitárias Ltda.

Companies involved Duratex S.A. and Elizabeth Louças Sanitárias Ltda. Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the Company’s parent company, shareholders with more than 5% of the capital, and management members




DRI – Resinas

Event Merger of the wholly-owned subsidiary DRI – Resinas Industriais S.A. into Duratex S.A.

Main conditions of the transaction Optimization and streamlining of the number of companies under Duratex S.A.’s control, siloing of the wood panel production process, and maximization of results. On April 29, 2011, the subsidiary was merged into Duratex S.A., under the Protocol and Justification of Merger and the Appraisal Report.

Companies involved Duratex S.A. and DRI – Resinas Industriais S.A. Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the Company’s parent company, shareholders with more than 5% of the capital, and management members





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Deca Nordeste

Event Merger of Deca Nordeste Louças Sanitárias Ltda., a sole proprietorship controlled by Duratex S.A.

Main conditions of the transaction Optimization and streamlining of the number of companies under Duratex S.A.’s control, as well as a reduction in administrative activities and annual accessory obligations. On July 29, 2011, this company was merged into Duratex S.A., under the Protocol and Justification of Merger and the Appraisal Report.

Companies involved Duratex S.A. and Deca Nordeste Louças Sanitárias Ltda. Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the Company’s parent company, shareholders with more than 5% of the capital, and management members




Financial Services area

For the purposes of this item, the financial services area used as materiality criteria transactions involving amounts higher than R$ 300 million or that have been disclosed as material facts over the last three years. Banco Carrefour

Event Acquisition of 49% of the shares issued by BSF Holding S.A., the parent company of Banco CSF S.A. (“Banco Carrefour”).

Main conditions of the transaction On April 14, 2011, Itaú Unibanco S.A. entered into a share purchase and sale agreement under which it undertook to indirectly acquire 49% of the shares issued by Banco Carrefour. Banco Carrefour is the entity responsible for offering and distributing, on an exclusive basis, certain financial, insurance and pension products and services through the distribution channels of Carrefour Brazil operated under the “Carrefour” brand in Brazil. On April 14, 2011, the “Carrefour” brand included 163 hypermarkets and supermarkets and related e-commerce channels and, on December 31, 2010, it had a base of 7.7 million accounts and a credit portfolio (gross) of R$ 2,254 million. The transaction was approved by the Central Bank of Brazil on April 23, 2012 and it was completed on May 31, 2012.

Companies involved Carrefour Comércio e Indústria Ltda., Banco CSF S.A., Carrefour Promotora de Vendas e Participações Ltda., BSF Holding S.A., and Itaú Unibanco S.A.




After the acquisition of 49% of the shares issued by BSF Holding S.A., Itaú Unibanco became the indirect holder of 49% of the total and voting capital of Banco Carrefour.


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In 2010 Industrial Area Merger of subsidiaries by Itaúsa

Event Merger into Itaúsa-Investimentos Itaú S.A. of the subsidiaries Itaucorp S.A., Elekpart Participações e Administração S.A., Seg-Part S.A. and Rouxinol Administração e Participações Ltda.

Main conditions of the transaction Aimed at optimizing and streamlining the number of companies that are under the control of Itaúsa-Investimentos Itaú S.A., as well as maximizing results and minimizing costs. On April 30, 2010 the subsidiaries Itaucorp S.A., Elekpart Participações e Administração S.A., Seg-Part S.A. and Rouxinol Administração e Participações Ltda. were merged into Itaúsa Investimentos Itaú S.A. under the Protocols and Justifications of Mergers and Appraisal Reports.

Companies involved Itaúsa-Investimentos Itaú S.A. and the subsidiaries Itaucorp S.A., Elekpart Participações e Administração S.A., Seg-Part S.A., and Rouxinol Administração e Participações Ltda.





Merger into Duratex S.A. of subsidiaries

Event Merger into Duratex S.A. of the wholly-owned subsidiaries Ceramica Monte Carlo S.A. and Deca Indústria e Comércio de Materiais Sanitários Ltda.

Main conditions of the transaction Concentration of the manufacturing and sales activities of bathroom porcelain fixtures by Duratex S.A., optimization of production and distribution processes, streamlining of commercial operations, administrative expenses and the number of companies under the control of Duratex S.A. On June 30, 2010, these subsidiaries were merged into Duratex S.A. under the Protocols and Justifications of Mergers and Appraisal Reports.

Companies involved Cerâmica Monte Carlo S.A., Deca Indústria e Comércio de Materiais Sanitários Ltda., and Duratex S.A.






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Tallard

Event Sale by Itautec to Avnet Inc, of the totality of the shares issued by Tallard Technologies S.A. and subsidiaries.

Main conditions of the transaction In July 2010, Itautec S.A. completed the sale of the subsidiary Tallard Technologies S.A. to Avnet Inc. and received R$ 45 million for the shares and R$ 24 million related to credits arising from loans. This transaction reinforces Itautec S.A.’s strategy of focusing on Automation Solutions, Computing Solutions and Technology Services.

Companies involved Tallard Tecnologies Inc, Tallard Tecnologies S.A., Tallard Tecnologies Argentina S.A., Tallard Tecnologies Chile S.A., Tallard Tecnologies Ecuador S.A., Tallard Tecnologies Colombia S.A., Tallard Tecnologies de Venezuela S.A., Tallard Tecnologies de México S.A., and Outsourcing & Personnel Services S.A.


The sales of those shares resulted in a change of the controllingshareholder of those companies.


The controlling shareholder of those companies was changed to Avnet Inc. or Avnet Delaware Holdings Inc.

Financial Services Area In 2010, there were no transactions in the financial services area involving amounts higher than R$ 300 million or that was disclosed as material fact. 6.6. Indicate whether there has been any petition for bankruptcy, provided that it was based on a significant amount, or for judicial or extrajudicial recovery of any amount from the Issuer, and the current status of such petitions None. 6.7 - Supply other information that the Issuer may deem relevant The following additional information to Item 6.5 considered relevant: Industrial Area

On May 15, 2013, Itaúsa announced to its stockholders and to the market in general that its controlled company Itautec had signed a strategic partnership agreement, involving the sale of a stake of 70% of its banking, commercial automation and service activities to Oki Electric Industry Co. Ltd. The conclusion of the Operation is expected to take place in December 2013 and is contingent on the approval of the Administrative Council for Economic Defense (“CADE”), the Brazilian anti-trust authority, as well as upon compliance with certain conditions contained in the agreement itself. The estimated result of the Operation for Itaúsa is immaterial, considering the negative result of Itautec’s equity income and the appropriation of the unrealized profits of Itautec’s operations with other companies in the conglomerate.

In the same announcement, Itaúsa informed that the Itautec IT unit will be gradually deactivated without prejudice to the full compliance of all the supply, maintenance and guarantee contracts and obligations related to the equipment of the Itautec/InfoWay brand, as well as of the associated consumer services and maintenance.


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Financial Services Area On June 28, 2013, Itaú Unibanco Holding S.A., through its subsidiary, Banco Itaú Uruguay S.A., entered into an

agreement with Citibank N.A., Sucursal Uruguay (“Citi”), under which it undertook to acquire Citi´s retail business in Uruguay. This transaction is subject to the satisfaction of certain conditions precedent, including the approval by the applicable regulatory authorities.

On June 25, 2013, Banco Itaú BMG Consignado S.A. (“Itaú BMG Consignado”), an entity indirectly controlled by

Itaú Unibanco Holding S.A., entered into a Share Purchase Agreement with the controlling shareholders of Banco BMG S.A. (“Sellers”) whereby Sellers agreed to sell, and Itaú BMG Consignado agreed to acquire, 99,996% of the shares issued by BMG Seguradora S.A. (“BMG Seguradora”) for a purchase price of approximately R$ 85 million. BMG Seguradora will execute exclusivity agreements with Banco BMG S.A. and Itaú BMG Consignado for the purpose of distributing insurance products to be offered jointly with the products distributed by such financial institutions. This transaction is subject to the fulfillment of certain conditions, including the approval by the applicable regulatory authorities.

On June 17, 2013, Itaú Unibanco Holding S.A. executed a memorandum of understanding with Cencosud S.A.,

a Chilean retail group, by means of which the parties have established a strategic association for 15 years. The association will aim at offering consumer finance products and services associated with the retail business of Cencosud in Chile and Argentina, in particular services and products related to the issuance and operation of credit cards. The activities of the association will be performed by companies with this particular purpose in Chile and Argentina, and their capital will be owned 51% by Itaú Unibanco Holding S.A., through its local subsidiaries, and 49% by Cencosud. As a result of this transaction, Cencosud will receive approximately US$307 million and no material accounting effects on the results of Itaú Unibanco Holding S.A., which will consolidate the association into its financial statements, are expected. The implementation of this operation is subject to the satisfaction of certain conditions precedent, including the negotiation of definitive agreements and the approval by the applicable regulatory authorities.

On May14, 2013, Itaú Unibanco S.A. (“Itaú Unibanco”), Banco Citibank S.A. and its affiliated company Corinth

HoldCo LLC (Banco Citibank S.A. and Corinth HoldCo LLC, “Citibank”) signed a purchase and sale agreement for the acquisition of 100% shares issued by Banco Citicard S.A. and 100% of quotas of Citifinancial Promotora de Negócios e Cobrança Ltda. for the amount of R$ 2,767 million. The implementation of the acquisition depends on the approval of the Central Bank of Brazil and CADE.

On June 01, 2010, Bank of America Corporation, a shareholder of Itaú Unibanco Holding S.A., offered, in the form

of ADS (each ADS representing one preferred share issued by Itaú Unibanco Holding S.A.), all 188,424,758 preferred shares issued by Itaú Unibanco Holding S.A., corresponding to approximately 8.4% of the outstanding preferred shares issued by Itaú Unibanco and 4.16% of its outstanding total capital stock. This sale was made through a secondary offering of ADS to qualified institutional buyers only. This offering was not registered with the CVM or SEC. In addition, on June 11, 2010, Itaúsa – Itaú Investimentos S.A. purchased all 56,476,299 common shares issued by Itaú Unibanco Holding S.A. and owned by BAC, corresponding to approximately 2.5% of the outstanding common shares issued by Itaú Unibanco and 1.2% of its outstanding total capital stock (“Common Shares”). As a result of these transactions, BAC no longer has the right to appoint one member of the Board of Directors of Itaú Unibanco Holding S.A. or to jointly sell its Itaú Unibanco shares in the event of a transfer of control (tag-along). Following the purchase of the Common Shares, the total direct and indirect stake held by Itaúsa – Investimentos Itaú S.A. in Itaú Unibanco Holding S.A.’s capital stock increased from 35.43% to 36.68%.

In May 2010, Hipercard Banco Múltiplo S.A. (“Hipercard”), a subsidiary of Itaú Unibanco Holding S.A., entered

into a partnership with Redecard S.A. pursuant to which, beginning in the second quarter of 2010, Redecard will capture Hipercard transactions and Hipercard will have access to Redecard’s nationwide infrastructure and network, at a national level, which is expected to improve the efficiency and speed of Hipercard’s merchant affiliations, within its current operational model, as well as increasing its market share and revenue. For Redecard S.A., the partnership should increase its presence in the northeast and southern regions, in which the new brand has a significant share, and will also support the consolidation of its multibrand platform, with 17 brands in its portfolio, and increase its revenue, considering that Hipercard is the leading Brazilian credit card brand, with over 13 million cards issued.


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ITEM 7 - ACTIVITIES OF THE ISSUER 7.1. Briefly describe the activities carried out by the issuer and its subsidiaries

Itaúsa - Investimentos Itaú S.A. (Itaúsa) is a publicly-held holding company in the strict sense and, with more than 45 years of existence, it leads a conglomerate of companies that operate in the manufacturing and financial service industries.

The main subsidiaries are also publicly-held companies, representing traditional brands that are respected in their

respective markets and have a significant share in the Brazilian and international markets. These companies operate in the following business segments:

In the Industrial area: Duratex S.A. (Duratex), Elekeiroz S.A. (Elekeiroz) and Itautec S.A. (Itautec) – subsidiaries.

In the financial services area: Itaú Unibanco Holding S.A. (Itaú Unibanco) – a jointly-controlled subsidiary, the

largest financial private conglomerate in the southern hemisphere in terms of assets, with a market value that places it among the 20 largest financial institutions in the world.

Item 8 – “Economic Group”, of this Reference Form shows the interest held by the Issuer in the companies of the

Itaúsa Conglomerate and Item 10 – “Comments of Executive Officers”, the business performance and the income from these interests. Industrial Area

Duratex operates in three business areas, Deca, Panels and Forestry, selling a diversified product line mainly

targeting the civil construction finishing segments and furniture makers. Currently Itausa is considered the largest maker of wood panels and metal fixtures and fittings, being the leader in the production of laminated floors under the brand Durafloor, and of bathroom and metal fixtures and fittings under the brands Deca and Hydra.

Elekeiroz produces and markets chemical intermediary products for industrial use, and has two strategically

located industrial sites: one in Camaçari (State of Bahia), next to the largest Brazilian petrochemical complex, and the other one in Várzea Paulista (State of São Paulo), in the largest consumer market in South America and connected with the main roads of the State of São Paulo.

Itautec is specialized in the development of IT solutions, automation and technology services, making available

to the market a complete line of microcomputers. The company manufactures and sells banking and retail automation products and is engaged in the provision of services, maintenance in technology complexes and investment projects in companies, including the provision of services for installation, infrastructure, cabling and network, monitoring, maintenance and repair of own and third party equipment in the IT, banking automation, retail automation and telecommunications areas, and has its own technical assistance network in Brazil, with capacity to provide services in more than 3,700 municipalities all over Brazil.


In accordance with a segmentation strategy adopted more than 20 years ago, Itaú Unibanco has structures, products and services developed to meet the specific needs of the many different customers, including individuals and very small companies, small companies, medium companies, the public sector, institutional investors, high-income individuals and customers who hold large financial assets. The principal operations are: (i) commercial bank (including insurance, pension plans and capitalization products, credit cards, asset management and many products and services for individuals and small and middle-market companies), (ii) large companies and investment banks (Itaú BBA), (iii) consumer credit (financial products and services for non-account holders), and (iv) operations with the market and corporations.


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7.2. With respect to each of the operating segments that have been disclosed in the most recent financial statements for the year or, when applicable, in the consolidated financial statements, please indicate the following information: a) Products and services sold

Itaúsa is a holding company and its revenue is mainly derived from equity in the earnings of its subsidiaries. The main subsidiaries of the Itaúsa Conglomerate have autonomy to determine their differentiated and specific

standards for the management and segmentation of their respective business. These companies put in outstanding performances in the industries in which they operate.

Industrial Area

Duratex has two operational segments: Deca Division and Wood Division. This separation reflects the differences in the production processes and distribution channels:

Deca Division: responsible for the manufacturing and sale of bathroom porcelain (bowls, wash basins, tanks,

toilets and bidets), metal fittings (faucets, mixers, flush valves, stopcocks, showers and components) and accessories (paper holders, towel bars, soap dishes, among others)

Wood Division: responsible for the manufacturing and marketing of industrial wood panels (fiberboard, MDP, MDF, laminated floors and components).

Elekeiroz is not divided into divisions that have separate business administration or separate financial

results. In the management of its activities, the Company operationally separates its products into two groups, based on the characteristics of the markets in which it operates:

Organic Products – oxo-alcohols, phthalic and maleic anhydrides, plasticizers, unsaturated polyester resins,

phormaldehyde, urea-formaldehyde concentrate, and fumaric acid

Inorganic Products – sulfuric acid and some resale activities.

Itautec defined its operational segments based on three significant business segments:

Automation Solutions – includes the marketing of banking automation products, retail automation and software in Brazil and the operations of subsidiaries located in Argentina, Spain, the USA, Mexico, Paraguay and Portugal

IT Solutions – produces and markets desktops, notebooks, netbooks, tablets and servers

Technology Services – provides technical assistance, infrastructure, and installations.


Itaú Unibanco offers a broad range of banking services to a diverse customer base of individuals and corporate customers. These services are provided on an integrated basis through the following operating segments:

Commercial banking - includes insurance, pension and capitalization products, credit cards, asset

management, credit products, and customized products and solutions that are specifically created to meet clients’ demands

Itaú BBA - responsible for wholesale and investment banking activities

Consumer credit - this division supervises vehicle financing outside our branch network, credit cards to individuals non-account holders and loans to low-income individuals

Activities with the market and corporations.


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Itaú Unibanco has a wide range of overseas operations and has built its international presence based on strategically positioned units in the Americas, Europe and Asia. This creates significant synergies in foreign trade financing, the placement of Eurobonds, offering of more sophisticated financial transactions, and private banking operations.

Itaúsa has joint control over the business of Itaú Unibanco and, as at December 31, 2012, it held a 36.78% interest

(36.82% in 2011). b) Revenues arising from the segment and their share in the Issuer’s net revenues

The operating income per area of operation is accrued as follows: Duratex, Elekeiroz and Itautec: Sales of products and services

Itaú Unibanco: Revenue from interest and investments, net gains (losses) on financial assets and liabilities,

dividend income, financial services revenue, revenue from insurance premiums, pension plan operations before expenses for claims and selling expenses, and other operating income.

The table below shows the operating income arising from each operating segment of Itaúsa:

(In R$ million)

January to December


Industrial Area Consolidated Conglomerate

(1) (2) Itaú Unibanco Holding

Duratex Elekeiroz Itautec

Operating income

2012 125,484 3,394 900 1,545 52,325

2011 124,877 2,970 777 1,542 51,381

2010 104,414 2,742 851 1,571 45,492 Notes:

1) The Itaúsa conglomerate includes: the consolidation of 100% of the subsidiary companies and the proportional consolidation of the interests held in the jointly-controlled subsidiaries

2) The Consolidated/Conglomerate data present the net amounts of the eliminations in consolidation and of the unrealized results from intercompany transactions. The amounts of Itaú Unibanco were consolidated in proportion to the interest held by Itaúsa as at December 31, 2012 of 36.78% (36.82% in December 2011 and 36.57% in December 2010).

c) Income or losses arising from the segment and its share in the Issuer’s net income or loss

The table below shows the net income arising from each operating segment of Itaúsa:

(In R$ million)

January to December


Industrial Area Consolidated Conglomerate

(1) (2) (3) Itaú Unibanco Holding

Duratex Elekeiroz Itautec

Net income 2012 12.634 460 0 2 5.040 2011 13.837 375 15 44 5.367

2010 11.708 467 45 12 5.013 Notes:

1) The Itaúsa conglomerate includes: the consolidation of 100% of the subsidiary companies and the proportional consolidation of the interests held in the jointly-controlled subsidiaries

2) The Consolidated/Conglomerate data present the net amounts of the eliminations in consolidation and of the unrealized results from intercompany transactions

3) The amounts of Itaú Unibanco were consolidated in proportion to the interest held by Itaúsa of 36.78% (36.82% in 2011 and 36.57% in 2010).


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7.3. With respect to the products and services that correspond to the operating segments disclosed in Item 7.2, describe:

Because it is a holding company, the Issuer does not have revenue from the sale of products and/or services. The information below is presented by operating segments, as follows: Industrial Area and Financial Services Area.

The information on Itaú Unibanco (Financial Services Area) in Items 7.3.a to 7.3.e is described on a group basis

and at the end of the items in the Industrial Area segment. a) Characteristics of the production process Industrial Area Duratex

Reconstituted wood panels (MDF, MDP, hardboard):

Hardboard panels are produced through the so-called wet process from wood fibers obtained by the defibration of chips of eucalyptus wood

The MDP panels are produced through the so-called dry process from wood particles (pine or eucalyptus) to

which urea-formaldehyde resin is added, and a finished panel between 6.0 mm and 30.0 mm thick is obtained through a continuous thermo-mechanical press process

The MDF and HDF panels are made of wood fibers (pine or eucalyptus) that receive an addition or dose of

urea-formaldehyde resin. Through a continuous thermo-mechanical press process, panels between 2.5 mm and 30.0 mm thick are obtained.

Low-pressure laminates are wood panels coated with low-pressure melamine laminates, produced from wood

panels (MDF, HDF, MDP and hardboard) that are laminated under pressure and temperature with wood or paper sheets impregnated with melamine resin.

High-resilience laminated floors (Durafloor) are produced by Duratex from HDF panels, the main side of which

receives the application of a sheet of printed paper with a wood design or pattern that is impregnated with melamine resin, to which another protection film impregnated with melamine resin is also applied, containing aluminum trioxide, which gives the final product resilience to abrasion.

The eucalyptus production process, from planting to the final forest formation stage, when the trees are ready to

be cut down for the manufacturing of reconstituted wood panels, takes between six and seven years. The forest is planted with seedlings grown in the company's own nursery that are planted in a previously tilled and fertilized soil. The soil tilling process is called minimum cultivation, and is characterized by the use of the minimum soil tilling required without intense overturn.

Production process of bathroom fittings

The products that are usually called bathroom fittings are made of many raw materials and components, the specifications of which vary according to the properties required in their application, such as resilience to corrosion, imperviousness, surface finishing, etc.

As a result, the production process of bathroom fittings is composed of many operations that may be grouped in

the following process stages: (a) component manufacture, (b) mechanical processing, (c) finishing, and (d) assembly. Production process of bathroom fixtures

The products that are usually called bathroom fixtures are made of a ceramic body that is able to withstand mechanical stress and chemical attack, and a smooth and bright glazed outer layer.

The production of sanitary ware involves the following stages: (a) Preparation of raw materials, (b) forming the

product, (c) drying and enameling, (d) burning, and (e) final checking, assembly, packaging and warehousing.


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Through management systems, certifications (ISO9000) and programs such as 5S, Kaizen and TPM, among others, production processes are continuously developed and improved, in order to maximize the availability of operating assets, customer service and increased profitability.

Elekeiroz In the management of its activities, the Company operationally separates its products into two groups, based on the characteristics of the markets in which it operates:

Organic Products: alcohols, phthalic and maleic anhydrides, plasticizers, polyester resins, phormaldehyde, and urea-formaldehyde concentrate

Inorganic Products: sulfuric acid. Itautec

The processes of Itautec are: (i) IT Solutions – production of microcomputers (desktops, notebooks, netbooks)

and servers, (ii) Automation Solution – production of equipment for banking automation (ATMs and bank teller terminals) and retail automation (point-of-sale terminals, fiscal printers and self-service machines) and (iii) Technology Services – technical assistance, infrastructure, installation.

The production of IT and automation equipment is carried out in the industrial unit in Jundiaí, State of São Paulo.

b) Characteristics of the distribution process Industrial Area Duratex In the Wood Division, 80% of panels are distributed to the furniture industry, which uses the materials for processing and manufacturing furniture, and 20% of the volume is distributed to retailers of wood panels (wood resellers), the main customers of which are small furniture companies and carpenters.

The distribution profile of high-resilience laminated floorboards is diversified, and includes retail (business centers), specialized stores, home construction centers, construction companies and hotels, meeting demand from the many segment channels and consumer profiles. There are approximately 6,000 active customers in this business division.

Through exports of hardboards, Duratex supplies the European and the U.S. markets with inventory in warehouses in the main U.S. and European ports that are strategically located to meet the demands of customers in these markets, with the required logistical streamlining and cost competitiveness.

Deca distributes its bathroom fixture and fitting products throughout the Brazilian territory through retail channels

such as home centers and construction materials stores, supplying all of the states of Brazil. It also supplies wholesale channels in many states, which distribute products to small retailers located in cities in the interior of Brazil.

Duratex supplies a market known as “boutique”, which is specialized in the sale of high added-value products to

consumers who are more demanding in terms of service and product quality. It also supplies the main construction companies in Brazil through direct sales, in addition to the hydraulics

segment of civil construction, which supplies these companies through specialized fitting and installation services. Sales are performed by its own sales team in addition to outsourced sales representatives in a network of 14

sales branches all over Brazil. Our own sales force is composed of approximately 400 people, of which 65% are point-of-sale promoters and 35% are outsourced. The company’s own sales force provides services to the main customers of Deca, i.e. the most significant in terms of sales volume, and representatives provide services to small retailers.

In both divisions, the 20 largest customers represent approximately 30% of sales, which reflects a dilution of the

customer base. Elekeiroz


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Most organic product sales are carried out directly with customers through a specialized team, in addition to distributors which purchase products from Elekeiroz and resell them to small-sized customers. Product distribution to customers is directly handled by the plant. Itautec

The products are sold by the company’s own sales team, inbound call center and representatives who are trained

by the company itself, ensuring quality service throughout the Brazilian territory. These types of distribution provide speed and differentiated service to every customer. The delivery of Itautec products and services is outsourced and carried out by transportation companies and logistics operators, using a pool of different types of carriers with diversified characteristics, aiming at reaching any type of location and adjusting the transport to the products sold. Delivery to individuals is also done by post, a service which covers 100% of the Brazilian territory and ensures delivery to hard-to-reach areas.

c) Characteristics of the markets in which it operates, in particular: I - Share of each of the markets Industrial Area Duratex

The Wood Division has a product mix that is widely diversified. In addition to a complete line of base panels, it

offers many pattern options. Its production capacity represents approximately 40% of the Brazilian production capacity, according to an internal estimate. 60% of the division’s revenue is earned from sales to industry, 24% from sales to the wood retail sector and 10% from sales to civil construction companies, among others.

The Deca products are present in all segments (low, medium and high income), although it is more focused on the medium/high income segment. Its production capacity, for both bathroom fittings and fixtures, accounts for approximately 40% of the industry’s total capacity according to internal estimates. The retail segment, representing small shops and large distributors of construction materials, accounts for more than 70% of sales. Direct sales to construction companies account for 20% of total sales and sales by means of other channels account for 10%. Elekeiroz Eleikeroz is working to keep its leading position in the organic chemical intermediary market, in which it competes with Brazilian manufacturers and also with foreign manufacturers. In 2012, its share of the market in organic products was 25% (25% in 2011 and 26% in 2010). Itautec

Itautec is among the largest manufacturers of ATMs in the world. It also ranked 34th in the respected FinTech 100

Ranking, which lists the major global technology suppliers of the financial industry. The Brazilian banking automation market is formed by a small number of companies, of which two are Brazilian and the others are North-American and European multinational companies.

Considering the commercial automation segment, which includes equipment for retail chains, such as

supermarkets, drugstores and business in general, Itautec is the market leader in many of these sectors. In 2012, manufacturers that observed all stages of the Basic Production Process (PPB) established by the Ministry

of Science and Technology (MCT) and Ministry of Development, Industry and Trade (MDIC), were responsible for approximately 88% of total equipment sold in Brazil, including desktops, notebooks and netbooks, and Itautec’s share of this market corresponds to approximately 4.8%, according to data from IT Data Consultoria.

The Technology Services unit stands out for the technical expertise of its professionals and for the structure of

the technical assistance network, which is present in all regions of Brazil. The Company has 30 service units and 8 support labs, with staff capable of meeting client needs in over 3,700 cities in Brazil.

II - State of competition in the markets


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Industrial Area Duratex

The market in which both Duratex divisions operate has no barriers to market entry, and therefore competition is based purely on the dynamics of supply and demand.

Competition in the panels segment is less fragmented and is made up of larger companies. Based on the product

characteristics, although there are larger competitors abroad, the freight and distribution costs make imports unviable, so there is basically one local competitor.

Competition for the Deca Division is more fragmented, with small-sized competitors and some foreign competitors,

mainly for bathroom fittings. Elekeiroz

Elekeiroz is the only producer of oxo-alcohols, 2-ethylhexanic acid and maleic anhydride in Brazil. The competition comes only from imported products.

As to other products, there is competition from local producers and foreign companies. Considering normal

competition conditions, the company is competitive in all of its product lines. Itautec

See Item 7.3.c.i. d) Seasonality Industrial Area Duratex

In general, the market is stable, except in the first two months of the year, when the number of working days is lower due to the many holidays, and activity is slower. Elekeiroz

Sales are, to a certain extent, affected by seasonality, although this effect is secondary to that of global economic conditions.

Itautec

The automation market is not greatly affected by seasonality, as it is dependent upon invitations to tender from private or government companies, which take place throughout the year.

The retail segment experiences a more seasonal effect in the last quarter of the year, as the major retail chains build up their stock for year-end holidays, when IT products are one of the most wanted items. e) Main inputs and raw materials, stating: I – A description of the relationships established with suppliers, including whether they are subject to governmental controls or regulation, indicating the relevant bodies and the applicable legislation Industrial Area Duratex


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The main input categories used in the manufacturing processes of Duratex are as follow: resins, decorative papers, fertilizers, electrical energy, non-ferrous metals, ceramic minerals, natural gas and fuel oil.

In view of the diversity and specific nature of products and industrial processes of the Wood and Deca Divisions,

the Company has relationships with suppliers from the electric energy, petrochemical, pulp and paper, metal and trading industries, among others.

The strategy for the supply of urea-formaldehyde resins, the Company’s most important input category, has been restructured. Historically, the Company always purchased them from petrochemical suppliers that transformed urea and methanol into urea-formaldehyde resins. Since 2010, Duratex has been producing approximately 65% of the resin consumed.

Of all industries, gas and electric energy are the most strictly regulated. The Duratex plants are in the free market for electric energy and, therefore, are bound by the regulations of the Brazilian Electricity Regulatory Agency (ANEEL) and the Chamber of Electrical Energy Commercialization (CCEE). The Company adopts the strategy of purchasing electric energy in the long term based on many agreements with generators and traders of regular and subsidized energy. The agreements are managed in such a way as to record separately the electric energy purchased in the company’s 12 points of delivery and consumption.

The company also has agreements for the supply of water, gas and fuel oil with the concessionaires that serve the regions where the plants are located, and natural gas is an important input in the manufacturing of bathroom fixtures.

The non-ferrous metals (copper, bronze and brass) used in the manufacturing of bathroom fittings are obtained from companies that transform non-ferrous metals into bar or tube shapes, such as Brazil’s Termomecânica, Eluma and Cecil, and Chile’s Cembrass. The company has a casting plant where it can process copper scrap, purchased with proven origin in the Brazilian market, as well as copper or brass slabs obtained from transforming companies.

The ceramic minerals used in the production of bathroom fixtures are obtained from many Brazilian suppliers of kaolin, clay, feldspar, crushed stone, etc. These mining companies are often visited and inspected by the Duratex team. All of them have the required environmental permits and mining rights for their operations.

In the forestry area, there is a business partnership relationship with suppliers of pesticides. The legislation in force, Law No. 7,802 of 1989 and Decree No. 4,074 of 2002, the Pesticide Law, is complied with through the issue of agricultural instructions by the supplier, enforced by official state agriculture and environment inspection agencies.

In Rio Grande do Sul, the MDP panel plant is supplied with wood from third parties at the rate of 85% of its demand, and this is expected to continue for the next six years; these third parties are wood producers or wood and wood residue traders under contract and are not subject to government control. The production of eucalyptus in the region complies with the specific legislation of the State of Rio Grande do Sul, and the inspection authorities are the State Environmental Department (“SEMA”) and the State Foundation for Environmental Protection (“FEPAM"). Elekeiroz

There are no restrictions or impediments arising from government regulations that affect any of the raw materials that are used by the company for its organic products. There are controls from regulatory bodies, such as ANP and DPF.

Raw materials are purchased according to schedules, containing the volumes and delivery dates, which are sent to suppliers. There are supply agreements and arrangements for the main raw materials, while the others, which are not provided for in these instruments, are delivered according to schedules negotiated with their suppliers.

The raw material price calculations are established in the agreements and/or purchase orders, and are benchmarked against the international market, thus providing an early indication of price variations. Itautec

Suppliers are selected based on the strictest criteria, in order to ensure that their profiles are compatible with the values and needs of Itautec, and the selection process looks at the Engineering, Quality and Credit Areas. They analyze suppliers according to factors from input quality and financial position to compliance with tax, social and environmental requirements. Itautec undertakes to handle agreements and business conditions with confidentiality, in addition to guiding its relationships based on values such as ethics and integrity.


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II – Any dependence on a few suppliers Industrial Area Duratex

Given the range of the Company’s inputs, it has a portfolio of suppliers of finished and transformed products. Among the many segments in which suppliers operate, some are capital intensive and labor intensive, with higher or lower barriers to market entry and strong or weak competition. The industries in which there is weak competition or significant specialization mainly include the petrochemical, copper slabs, decorative papers and some ceramic materials industries.

In general, there is no dependence on individual suppliers. Elekeiroz

Some raw materials for organic products are purchased from a single supplier because of the nature of the activity, as is the case of the Camaçari unit, State of Bahia, which is installed in a petrochemical complex and interconnected with the supply center (Braskem) through pipes. The purchase of these raw materials from third parties or on the international market, even if it were possible, would not be convenient due to the high costs of logistics, transportation and taxes on the operation.

However, for the production of polyester resins, formaldehyde and urea-formaldehyde concentrate, the company has many supply options.

For the inorganic products, there are no local sulfur producers that are able to meet the total domestic demand. The market is served by many different global producers of sulfur. Itautec

The international market of data processing units is dominated by two large suppliers, one of which has a substantial market share. Should this company fail to supply, the entire international market would be affected.

In the segment of operating systems, there is a large supplier that has a substantial market share in the sale of

licenses.

III - Any volatility in the prices of suppliers Industrial Area Duratex

The prices of some inputs used by Duratex are highly volatile. These are urea, methanol, copper and paper. As

they are commodities, these inputs follow international price trends that vary according to supply and demand at the time. Elekeiroz

The prices are based on the international market and are subject to fluctuations. Itautec

A considerable proportion of the components used in production are imported because there are no similar products manufactured in the Brazilian market. Accordingly, a significant appreciation of the Dollar in relation to the Real would push up the cost of raw materials, which would increase the cost of the products sold, maximizing the chances of a price increase by manufacturers, always considering the changes in market prices and the limits set forth by the agreements in force, as a way to protect the operating margins required for the sustainability of their businesses. Financial Services Area (Items “7.3.a” to “7.3.e”) Itaú Unibanco


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Marketing and Distribution Channels

Itaú Unibanco offers integrated financial services and products to clients by means of many marketing tools and distribution channels. Its distribution network is made up mainly of branches, ATMs and customer site branches (“CSBs”) established on the premises of corporate clients. Branches

As at December 31, 2012, Itaú Unibanco had a network of 3,864 full-service branches throughout Brazil, and 79% of the branches were located in the states of São Paulo, Rio de Janeiro and Minas Gerais in the Southeast, the State of Paraná in the South, and in the State of Goiás, in the Mid-West. The branch network operates as a distribution network of all products and services offered to clients, such as credit cards, insurance plans, capitalization and private pension plans.

Customer Site Branches (“CSB”)

As at December 31, 2012, Itaú Unibanco had 876 customer site branches throughout Brazil. The range of services provided in these branches can be the same as those offered in the full-service branches, or more limited, in accordance with the size of the corporate client and its needs. The customer site branches are a low-cost alternative to opening full-service branches. In addition, the customer site branches provide an opportunity to target new retail clients while servicing corporate clients and their staff. ATMs

As at December 31, 2012, Itaú Unibanco operated 27,409 ATMs throughout Brazil. Clients can perform practically all transactions related to their accounts by means of ATMs. ATMs are low-cost alternatives to employee-based services and provide points of service at costs significantly lower than branches. Itaú Unibanco also has agreements with other network companies, such as the Cirrus and Maestro brands, which allow clients to access simplified services through the networks of these companies. Competition Overview

The last few years were characterized by the increase in competition and consolidation in the Brazilian financial services sector.

Retail banking

As at December 31, 2012, there were 136 multiple-service banks, 22 commercial banks and a large number of savings and credit, brokerage, and leasing institutions and other financial institutions in Brazil.

Itaú Unibanco, together with Banco Bradesco S.A., Banco Santander (Brasil) and HSBC Bank Brasil S.A. are the

leaders in the private banking multiple-service sector. As at December 31, 2012, these banks represented 40.1% of the total assets of the Brazilian banking sector, facing the competition of the public sector banks. As at December 31, 2012, Banco do Brasil S.A., the National Bank for Economic and Social Development (“BNDES”) and Caixa Econômica Federal (“CEF”) ranked first, fourth and fifth, respectively, in the Brazilian banking sector, accounting for 43.5% of the total assets of the banking system.

Itaú Unibanco has a leadership position in many areas of the Brazilian financial market. It achieved a market

share of 14.2% based on total loans in December 2012 and ranked third in the Brazilian banking market. Without taking the government banks into consideration, Itaú Unibanco was the market leader in terms of total loan operations, with a 26.6% market share in Brazil in December 2012.

Itaú Unibanco has a highly qualified team of employees. It has strengthened its presence in the Southern Cone

(Argentina, Chile, Paraguay and Uruguay) and its activities in Latin America. The long-term strategy is to gradually achieve a global position, but this strategy is initially focused on the consolidation of its presence in the local and regional markets. Credit cards

The Brazilian credit card market is highly competitive and has grown at the rate of 21.4% per year over the past three years, until June 30, 2012, according to the Brazilian Association of Credit Card and Service Companies. The main competitors of Itaú Unibanco are Bradesco, Banco do Brasil and Banco Santander. Credit card issuers are restructuring


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their offers so as to adjust to lower interest rates, and are adapting their pricing policies (interest rates, cardholder fees, and merchant fees) for the purpose of strengthening their position in the market.

Asset management

The asset management industry in Brazil has grown in the last years in different segments, but it is still dominated by commercial banks. According to ANBIMA, the asset management sector reached R$ 2,261 billion in December 2012, with the competition concentrated in large retail banks. In the institutional segment, the entry of foreign investors has been noted, whereas the “boutiques” are concentrated in private banking.

Insurance

The Brazilian insurance market is also highly competitive. The main competitors in this sector, excluding health insurance, are Bradesco, Banco do Brasil, CEF, and Banco Santander. As at December 31, 2012, this sector was made up of around 117 insurance companies of different sizes, including 28 conglomerates and 36 independent companies. Itaú Unibanco’s alliance with Porto Seguro resulted in economies of scale and efficiencies. Considering its interest of 30.0% in Porto Seguro, Itaú Unibanco held a 13.2% share in the Brazilian market, based on insurance premiums as at December 31, 2012. Private pension plan and capitalization products

Itaú Unibanco’s main competitors in private pension plans and capitalization products belong to or have partnerships with large financial conglomerates such as Bradesco, Banco do Brasil, Banco Santander and CEF, which use their networks of branches to access the retail market.

Corporate and investment banking

In the wholesale credit market, Itaú BBA challenges the leading position of Banco do Brasil (including the 50% interest in Banco Votorantim) in terms of total volume of loan operations, where it is currently followed by Bradesco and Santander Brasil.

Itaú BBA holds a strong position in derivative transactions, particularly structured derivatives. In this market, its

main competitors are international banks, namely Banco Citibank S.A., Credit Suisse Hedging Griffo, HSBC, Banco JP Morgan S.A., Banco Morgan Stanley and Banco Santander.

Itaú BBA also has a leading position in the cash management market, and its main competitors are Banco do

Brasil, Banco Santander and Bradesco. In 2012, Itaú BBA won Best Cash Management Bank in Brazil from Euromoney magazine and is among the three main institutions in the category Best Regional Cash Management Institution in Latin America.

Itaú BBA’s main competitors in the investment banking segment are BTG Pactual, Credit Suisse, Bradesco, Bank

of America Merrill Lynch, JP Morgan, Banco do Brasil, HSBC and Citibank. In 2012, Itaú BBA ranked first in the debt securities, and in merger and acquisition markets. Real estate financing

The main player in the Brazilian real estate market is CEF, which is a government-owned bank. CEF is focused

on real estate financing and is a leading institution in the market due to its aggressive pricing strategy. This position is reinforced by the “Minha Casa, Minha Vida” (My House, My Life) federal program, which is responsible for the construction and financing of one million homes for the low-income population, and of which CEF is the main operator. There are also two major competitors in the private sector: Banco Santander and Bradesco. Banco do Brasil, another government-owned bank, is also becoming an important player in this market.

Seasonality

In general, the retail and credit card business have some seasonality, with the levels of transactions in these segments increasing during Christmas time and then dropping at the beginning of the year. There is also some seasonality in bank charges related to collection services at the beginning of the year, when taxes and other fiscal contributions are usually paid. 7.4. Identify whether there are clients that are responsible for more than 10% of the Issuer’s net revenue, stating: a) The total amount of revenue arising from the client


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As a holding company, the Issuer’s revenue basically arises from equity in earnings. Duratex, Elekeiroz and Itaú Unibanco have no clients that account for more than 10% of the Issuer’s revenue.

In 2012, net sales and service revenue from the sale of products and services to Itaú Unibanco Group under

normal market conditions reached R$ 487.1 million, representing 32% of the Itautec Group’s consolidated revenue.

b) Operating segments affected by revenue arising from clients Following on from the previous response, all of the operating segments of Itautec are affected by revenue arising from clients. 7.5. Describe the relevant effects of state regulation on the Issuer’s activities, specifically commenting on: a) The need for governmental permits for the performance of activities and the history of the relationships with the public authorities granting such permits

The Issuer was incorporated in the Shareholders’ Meeting on May 6, 1966 under the name of Banco Federal Itaú de Investimentos S.A., and registered with the São Paulo Board of Trade under number 321.921 on June 23, 1966. Its shares were admitted for trading on BM&FBOVESPA in June 1966.

Itaúsa is not subject to any government authorization for the performance of its activities, but in its economic group

there are controlled companies which are publicly-held.


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Industrial Area Duratex

Duratex S.A.’s activities are subject to government environmental authorizations (operations licenses), which are required for any industrial operations, and no specific authorization is required for its products and/or manufacturing processes. The reforestation activity in the State of São Paulo does not require a preliminary license, and only the activities carried out in the States of Minas Gerais and Rio Grande do Sul require this license. Based on our past experience of obtaining authorization from government bodies, effective legal procedures have been followed at all times, posing no risk to Duratex. Elekeiroz

Because of the nature of its activities, the Company is legally considered a potential polluter and, for this reason, it needs licenses and permits granted by public authorities in order to operate. The development of new installations may require environmental impact studies and new investments to mitigate the environmental impact, and the underlying legislation is becoming more restrictive.

The environmental regulations that affect the operations of Elekeiroz address, among other things, atmospheric emissions, liquid effluents generated, solid waste disposal, recycling, storage and handling of raw materials and products. To perform its activities, the company needs:

An Environmental License for Operation from the São Paulo Environmental Sanitation Technology Company (“CETESB”) – applicable to the State of São Paulo

An Environmental License for Operation from the Environment and Water Resources Institute (“INEMA”) – applicable to the State of Bahia

Location and Operation Permits, issued by the municipalities of Várzea Paulista and Camaçari Grant of water use applicable to Várzea Paulista Certificate of Inspection from the Fire Department.

In addition to these authorizations and due to the fact that some of the Company’s products are classified as

“controlled products” and are therefore subject to specific controls, the following additional permits are also necessary: License and Inspection Certificate from the Civil Police Certificate of Registration and Operation from the Federal Police Certificate from the Ministry of Defense Registration as an industrial consumer of solvents - ANP

As at the date of this Reference Form, the Company had all the licenses, certificates and permits necessary to

maintain its activities.

Elekeiroz seeks to maintain continuous and clear relationships with the different levels of public authorities and, historically, it has not had any problems obtaining and renewing these documents. Itautec

The main acts of state government regulation applicable to the IT goods and automation industries are:

1. For the construction of an industrial site, environmental licenses are required, the floor plans of construction works must be approved, and an occupancy permit must be obtained from the municipal government after the construction is completed.

2. The IT goods and automation industry follows specific regulations, which must be complied with so that its products

conform to the IT Law and the “Lei do Bem” (Goods Law, which establishes tax incentives for certain IT products), as follow:

a. The entitlement to the IPI (excise tax) rate reduction, established in the IT Law, depends on the recognition

of the company’s compliance with the Basic Production Process (“PPB”), by means of a Joint Ministerial Ordinance signed by the Ministry of Science and Technology (“MCT”), Ministry of Development, Industry and Trade (“MDIC”) and the Ministry of Finance (“MF”). This authorization is required for new products and the approval process takes around six months. On June 30, 2010, the MCT/MDIC published an Ordinance requiring the filing of authorization applications for new products by electronic means, thus reducing the


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approval time to 45 days if the requesting party submits all of the required information and proves that the requirements for entitlement to the tax reduction have been met (tax obligations and payroll and related charges have been regularly paid, production complies with the PPB and investments have been made in research & development – see Item “c” below). With respect to a product for which the PPB has already been approved, the inclusion of a new model is simpler, but it also depends on government approval-- in this case, that of the MCT. The application is forwarded electronically and the inclusion of the new model is approved within approximately 15 working days if all the information required has been presented.

b. To prove compliance with the PPB for personal computers, desktops, notebooks, netbooks, tablets and

servers, every year the company must send to the MCT and the MDIC a report stating the quantity of inputs acquired in the country and manufactured according to the respective PPBs, the vendors of these inputs and the quantity of the end product produced according to the PPB.

c. The reciprocity for the IPI rate reduction benefit granted under the IT Law is to make investments in research

and development. These investments must be confirmed and approved by the MCT through a detailed report submitted on an annual basis.

d. c) Law No. 11,774/08, which amended the Goods Law (No. 11,196/05), allows companies that benefited

from the IT Law to deduct their research and development expenditure from the calculation of taxable income and the CSLL tax base. To this end, the companies must annually send a report on the research and development activities for the analysis and approval of the MCT. Additionally, the Goods Law reduces to zero the PIS/COFINS rate on retail sales of desktops, notebooks and tablets, provided that the maximum retail price conditions established by Decree No. 5,602/05 are met and that they are manufactured in accordance with the Basic Production Process.

e. Recognition of a product developed in Brazil is granted by the MCT, as provided for in MCT Ordinance No.

950, of December 12, 2006. The recognition granted to the company by the MCT is published in a ministerial ordinance for the product and any related models developed. Itautec’s ATMs were recognized as products developed in Brazil through Ordinance No. 35 of January 21, 2009.

f. At State of São Paulo level, the deferral of ICMS in the acquisition of inputs within the state or imported by a

São Paulo State manufacturer requires the production to comply with the PPB and the registration of the company with the São Paulo State Finance Department.

Financial Services Area Itaú Unibanco

In order to conduct its activities, Itaú Unibanco Holding S.A. depends on prior permission from the Central Bank.

Incorporated on September 9, 1943 under the name Banco da Metrópole de São Paulo S.A., registered with the São Paulo Trade Board under the number 20.683 on April 22, 1944, Itaú Unibanco Holding S.A. obtained a permit to operate as a financial institution on July 24, 1944. The group started to operate in the financial area on September 27, 1924, when the banking department of Casa Moreira Salles commenced operations. Later it became Banco Moreira Salles and, in 1975, it adopted the name Unibanco. In the Itaú group, these activities go back as far as 1944, when the members of the Egydio de Souza Aranha family founded Banco Federal de Crédito S.A. in São Paulo.


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b) The Issuer’s environmental policy and costs incurred in complying with environmental regulation and, if applicable, with other environmental practices, including the adherence to international environmental protection standards

Based on the practices of each company, Itaúsa has been working to integrate corporate experiences to

reaffirm the "Creation of Value" business model. As this integration process evolved, it was possible to assess the development of the Group regarding issues

such as consumption of water and energy, and emissions.The Group's investment in and expenses for environmental protection have been quantified, and were mainly used to engage an external consulting company specialized in environmental issues, the disposal and treatment of waste and effluents, and forest preservation, among others.

The following are the investments in environmental protection made by Itaúsa’s main subsidiaries in the past three

years:

Environmental protection investments and expenses (R$ thousand) 2012 2011 2010Duratex S.A (1) 27,980 26,700 18,600 Elekeiroz S.A (2) 10,573 9,400 10,922 Itautec S.A (3) 1,820 1,200 1,600 Itaú Unibanco Holding S.A (4) 299,777 7,386 4,440

(1) Investments in the disposal of waste, treatment of emissions, conduct adjustment agreements, prevention costs, environmental management costs and ISO 14001 certification. (2) At Elekeiroz, the amount shown refers to the disposal of waste, expenditure on environmental materials and the treatment of effluents. (3) Investment in the preservation and/or recovery of devastated areas, maintenance of operating processes and environmental education. (4) Investments in disposal of waste, treatment of emissions, prevention and environmental management.

Itaúsa is a holding company, and therefore its main subsidiaries adopt specific policies for environmental

protection, according to the operational area.

Industrial Area Duratex Environment

For Duratex, the preservation of the natural resources and the environment, in addition to being a principle to be

followed, is fundamental to ensuring the continuity of its business, since most of the raw material used in the manufacturing of its products comes from forests.

In 2012, the Company invested in 2012 an aggregate of R$ 27.9 million in environmental protection actions, of which R$ 12.66 million were in waste disposal, R$ 1.35 million in the treatment or emissions, R$ 2.7 million in preventive actions, R$ 11.06 million in environmental management actions and R$ 9,145,000 in ISO 14001 certification.

In the period, we highlighted three events that resulted in the signature of Conduct Adjustment Agreements with

local State Prosecution Offices, and total payment of R$ 41.480. Conservation, Biodiversity and Forest Protection

In 2012, the environmental management systems of five Duratex plants – two of the Panel Division (Uberaba and Agudos) and three of the Deca Division (Louças Sul, Metais Jundiaí and Metais São Paulo) – were certified. In addition, the Company has already been certified by the Forest Stewardship Council (“FSC”) since 1990.

Certification, aligned with actions for biodiversity monitoring, is an important activity that enables Duratex to understand the flora and fauna diversity levels. All environmental management is conducted in accordance with the long-term strategy of the Company, also included in risk management, with formal governance structures that include one Committee and the Commission on Sustainability and Environmental Policy, with associated risks identified and mapped.

Duratex promotes protection from erosion and aggradation, and the recovery of soil fertility. Accordingly, the

Company favors natural recovery processes for native vegetation. Additionally, it sets boundaries and protects permanent preservation areas and conserves native vegetation fragments, where they exist.

Duratex invests in preservation actions and environmental impact assessments on the farms it controls. No significant impacts on biodiversity were observed in the projects and assessments conducted to date. The research involving fauna indicates that the species remained present in the study areas, and new species were detected during the surveys. Outside of the environmental protection areas, no significant impacts were observed during the research and monitoring activities.


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One Legal Reserve and the Olavo Egydio Setubal Private Reserve of Natural Heritage (RPPN Reserva Natural

Olavo Egydio Setubal), located in Lençóis Paulista (State of São Paulo), are among the protected habitats enclosed in the Duratex structure. These environments include areas in the initial, intermediate and advanced stages of recovery and no degradation process is observed. The permanent preservation areas (“APP”) and the legal reserve (“RL”) are protected and undergoing a natural recovery processes. The areas of the pilot study and of the survey work were monitored and it was concluded that the flora in these areas was naturally recovering.

The species are within preservation areas (APP and RL), maintained in the legal limits and operations are carried

out so as not to impact flora and fauna.

The Company conducts research on flora and fauna in pilot areas, by taking samples, in partnership with researchers from partner universities. These surveys did not identify significant impacts and, therefore, no goals and objectives were defined for corrective or mitigating measures. Materials

In 2012, 4,332,323 metric tons of raw materials, chemicals, fertilizers and associated materials were consumed

in the production and cultivation processes, a 12% increase on the previous year, due to the production increase of 14%. The Deca Division used 185,237 metric tons of this amount, whereas the Wood Division consumed 4,147,086 metric tons.

Deca is undertaking significant measures to reuse material, and managed to reuse 185 metric tons. In the bathroom metal fittings sector, inputs from recycling (pre and post-consumption) represented 98.8% for bronze, 86% for brass, 13.33% for ABS, 27.55% for polyethylene, 2.46% for polyoxymethylene, 5.92% for nylon and 4.42% for polypropylene. In the metal fitting manufacturers, 100% of the metal waste (chips) generated by Deca are reused. Electric

In 2012, Duratex consumed 11,235,688 GJ, a decrease of approximately 3% in relation to 11,549,235.75 GJ in 2011. The Deca Division consumed 1,755,306.82 GJ, and the Wood Division, including Wood, Forest and Industrial Resin (“DRI”) consumed 9,474,504.19 GJ, whereas the administrative area consumed 5,877.15 GJ. Of the total consumption, indirect energy represented 2,886,363.75 GJ, which was purchased from utility concessions.

Duratex’s energy matrix includes renewable natural resources, such as biomass. In 2012, approximately 65% of the energy used was generated from biomass, and the remaining 35% was from natural gas, BPF oil, gasoline, diesel and PLG.

The ratio of energy per unit produced for the Deca Division in 2012 was 46.04, and for the Panel Division was 3.4. Water

In 2012, Duratex developed the “Diagnosis of the water availability in the units in the State of São Paulo” study,

focused on the contextualization of the situation of water resources around the world, in Brazil and in the State of São Paulo. The Company decided to begin the study in the units, since they concentrate the Duratex largest production and highest revenue.

The project aims at defining the water-related risks for each unit in the State of São Paulo based on the current and future water demand and availability so as to enable the Company to draw up scenarios that best meet their future projects. The final results are still being compiled. In 2013, the project will be expanded to the plants located in the Northeastern region of Brazil.

Also in 2013, Duratex will begin to assess the water footprint of one of its major products, MDF (Medium Density Fiberboard), which will assess the direct water consumption indicator, considering the volume of water evaporated and incorporated, and the generation of effluents in the process, for various geographical regions.

In 2012, the volume of water consumed in Duratex’s operations reached 6,247,238.85 m3, equivalent to an increase of approximately 18% from the previous year. Of this total, 91% were consumed by the Wood Division and 9% by Deca Division. Of this total, 755,963.64 m3 were purchased from the municipal supply system, 3,904,256.98 m3 were collected from surface water, 1,574,248.63 m3 from underground water and 12,769.60 m3 from rainwater.


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The Company recycled 40.41% of the total water collected, representing a total amount of 2,524,498.33 m3. The rate of water reuse of the Deca Division, which is responsible for reusing 208,805.53 m3, was 39%. No effluents of other companies were consumed.

The water consumption ratio per unit produced for the Deca Division in 2012 was 13.96, whereas for the Panel Division it was 1.9. Effluents and Waste

Duratex did not have any significant spillage in any of its divisions in 2012. The Company controls and treats its effluents in accordance with the relevant environmental legislation and the standards established by the National Environmental Council (“Conama”) Resolution No. 357/05, by means of several procedures, which include physical and chemical processes. The Company invests in Effluent Treatment Stations (“ETE”), which enables the reuse of effluents in the operation and maintenance of units. No effluent from Duratex was reused by other companies.

In 2012, the effluent generation totaled 3,213,159.31 m3, a volume approximately 10% lower when compared to 2011 (3,592,506.10 m3).Of this total, 67% were discharged in irrigation fields for the production of grass to be used as biomass in the generation of thermal energy. The remaining 33% were sent to the public network system and discharged into streams or septic tanks.

In terms of waste generation, Duratex discharged 208,804.12 metric tons of solid waste, a 5% decrease in relation to the total generated in 2011, of 219,982.89 metric tons. Of this total, 1.6% is Class I waste, 84.6% Class IIA waste and 13.82% Class IIB.

The Company did not import or export waste considered hazardous under the terms of the Basel Convention. All the hazardous waste generated by Duratex (1.6% of total) is transported to the treatment sites by companies with the proper authorization previously granted by the Company, based on technical criteria and the main environmental risk situations. Inventory of Emissions

In 2012, all of the forest harvesting machines used by Duratex were equipped with diesel-powered motors with emissions classified as TIER 3/EURO IIIA. These new motors emit less pollutants than the previous ones, especially carbon monoxide (CO), nitrogen oxide (NOx) and particulate material. In 2012, the harvesting system was changed, replacing the equipment used for large eucalyptus processing with grapple skidders that consume 22% less diesel. Accordingly, the saving in the eucalyptus processing reached approximately 109,000 liters of diesel. With this change in the harvesting system, three large processing machines were converted into feller bunchers, items of large equipment used for tree felling. As this equipment started to be used for tree felling, Duratex was able to deactivate its small feller bunchers, allowing for a 19% decrease in diesel consumption.

Emissions inventoried in 2012 and audited by an independent company totaled 378,940 metric tons of CO2 equivalents (tCO2e), an increase of approximately 17% from the previous year, of which 264,376 metric tons or 70% were direct emissions, included in Scope 1 of the GHG Protocol. Emissions related to purchased electricity, Scope 2, totaled 56,918 metric tons of CO2 equivalent or 15% of total emissions. The emissions Scope 2 increased significantly due to the need to use thermal power plants through the National Interconnected System (“SIN”), since the level of the hydroelectric plant reservoirs were very low due the long-term drought in 2012. The indirect emissions, Scope 3, represented 15% of the emissions, that is, 57,646 metric tons of CO2 equivalent. This scope includes outsourced transportation services, waste disposal, commercial trips and transfers between plants.

The emissions of substances that impact the ozone layer, controlled by Montreal Protocol, totaled 2,214.94 tCO2e in 2012.

Duratex monitors the emissions arising from nitrogen oxide (NOx – NO, NO2) and the sulphur compounds (SOx – SO2, SO3, H2SO4). In 2012, these emissions totaled 3,250.18 tCO2e, of which 2,026 metric tons were from NOx and 1,224.18 metric tons from SOx.

In 2012, the ratio of emissions of Greenhouse Gases per unit produced by the Deca Division was 2.37, and for the Panel Division was 0.08. Elekeiroz Environmental management

ELEKEIROZ is aware of the care necessary for a Chemical Company to grow in a sustainable way without damaging the environment. For this reason, the company is always concerned with the conduct of its production


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processes, seeking renewable sources, rationally using natural resources and minimizing and treating its waste, effluents and atmospheric emissions.

The company guides its actions based on the ethical principles of the Responsible Care Program, to which it

adhered at the very beginning in 1992. This is a worldwide program of the Chemical Industry that is carried out in Brazil by the Brazilian Association of the Chemical Industry (“ABIQUIM”). The Program encourages companies to strengthen their actions in Health, Safety and the Environment, their processes, products and facilities. Energy matrix

The energy matrix, in both Camaçari and Várzea Paulista, is based on the use of Natural Gas, instead of fuel oils, which had a greater environmental impact (emissions of sulphur particles and compounds). Additionally, in Camaçari, the residual oil generated in the production process is also used, replacing the equivalent purchases of Natural Gas. In order to permanently monitor the search for energy efficiency (including electric energy), the Internal Commission of Energy Preservation (“CICE”), where a group that represents many departments of the company meets on a monthly basis, was implemented on both sites to discuss and present suggestions and technical actions for the preservation of energy. Electric energy

ELEKEIROZ, in its Várzea Paulista unit, has an electrical energy self-generation system, which reuses the heat from its production processes and transforms it in steam, which is used in the steam turbines that are coupled with generators that generate electric energy in a clean way. In 2012, ELEKEIROZ generated around 74% of the total electrical energy consumed on that site. Atmospheric emissions

An example of the company’s concern with the atmospheric emissions of its production processes is the catalytic system of control of organic compounds, with the reuse of energy, and subsequent conversion into electric energy. This system is implemented in the maleic anhydride unit in Várzea Paulista. In November 2012, Elekeiroz presented this successful case study (reduction of Volatile Organic Compounds – “VOCs”) in an international event held at CETESB – State of São Paulo, which gathered specialists from Germany, Denmark, the United States and Brazil. The knowledge of new technologies to reduce emissions of ozone precursors was discussed and disseminated. CO2 Recovery system

The Project implemented in the Camaçari unit recovers part of the CO2 (greenhouse gas) generated on the site and which would be released into the atmosphere. This collected gas is sent, via a pipeline, for industrial use in other company of the Petrochemical Complex. In 2012, 4,796 metric tons of CO2 were made available. Inventory of emissions of greenhouse gases

In 2012, for the third consecutive year, in line with the companies from the industrial segment of ITAÚSA, ELEKEIROZ made an inventory of its greenhouse gas emissions. This year, this was done with the support of GEOKLOCK, a specialist in environmental issues. The inventory is based on the methodology established by the GHG Protocol and by the IPCC. The emissions of the three scopes, comprising fixed sources, mobile sources, emissions of processes, acquired electrical and steam energy, waste and mobile sources of transportation of products and raw materials, are considered. Comsumption of water

Effective actions to reduce the consumption of water have been developed in both units of ELEKEIROZ. For example, the collection of rainwater, implemented in Várzea Paulista, reached 1,475 cubic meters in 2012. In order to stimulate the generation of these awareness-raising initiatives, the CIEA (Internal Commission of Water Economy), including representatives from many departments of the company, was implemented on both sites to discuss and present, on a monthly basis, issues focused on the reduction in the consumption of water. Effluents

The effluents generated in both units are sent for external treatment. In Camaçari, they are sent to CETREL, a company that treats the effluents of all companies from the Petrochemical Complex. In Várzea Paulista, through a private pipeline, implemented in 2004, the effluents are sent for treatment to CSJ – Companhia Saneamento de Jundiaí. Waste


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All waste generated in the industrial processes, as well as household waste, is collected and disposed of in accordance with environmental legislation. In order to encourage good recycling practices and selective collection, the Recycling Commission, composed of representatives of the many departments of the company who meet on a regular basis to discuss suggestions and actions on the matter, was implemented at both sites. Itautec

In 2012, Itautec’s Environmental Management System (“SGA”), which governs the environmental commitments assumed for the development of operations, considering gains with operating efficiency and analyzing environmental aspects aiming at mitigating them, was improved. The certification of the manufacturing process of desktops, notebooks and monitors sold under the Itautec brand based on the Restriction of Certain Hazardous Substances (“RoHS”) Directive is one more stage in the process for the continuous improvement of the environmental management of industrial processes. The RoHS Directive is an initiative of the European Community and restricts the use of hazardous chemicals in the manufacturing of the equipment. Since 2006, Itautec has invested in the implementation of a manufacturing process free of plumb and other substances hazardous to the environment, in accordance with the directive.

In 2012, Itautec continued the supplier engagement program that aims to take into consideration sustainability principles in business relationships. This work relied on the assistance of a specialized consulting company and is aimed at reviewing the process for purchasing goods and services in the light of sustainability concerns. The first step consisted of workshops in Brazil to establish dialogue, clarify requirements, and share how the Company intends to develop the environmental practices adopted in its supply chain. This year, the Company carried out, in Asia, the first stage of the project for the integration of sustainability into the supplying chain. In addition to visiting the plants of the main suppliers to assess their environmental and social compliance, two events were held in the cities of Shanghai (China) and Taipei (Taiwan) for approximately 50 suppliers, responsible for manufacturing components and inputs in general. Core topics were discussed involving the challenges faced to integrate the sustainability principles in the management model of the companies. The executives were able to check the progress that can be jointly achieved with these important business partners.

For the second consecutive year, the Inventory of Greenhouse Gas Emissions was carried out, and it was audited

by an independent party. This work will contribute for the definition of mitigating actions integrated to the activities of the Company. Based on this information, Itautec voluntarily joined the Carbon Disclosure Project, an European initiative of the financial sector that encourages companies to disclose their commitments and policies related to the climate changes.

Progress in the work of environmental remediation of the Tatuapé unit, which was assessed as being free from risk to human health, in accordance with the guidelines of the Environmental Agency of the State of São Paulo (“Cetesb”). The unit will be monitored for two more years, in accordance with the Cetesb guidelines. In 2012, R$93,200 was invested.

During the environmental investigation of the plant located in Jundiaí (State of São Paulo), the investigation phase was completed and the stage involving the definition of the executive remediation project was begun, to be completed in the first quarter of 2013.This will enable the implementation of the system to begin the environmental remediation of the ground water. R$662,100 has been invested in this project.

Recycling of 2,900 metric tons of solid waste from the Company’s operations, corresponding to 85.5% of the total waste generated by the activities in the year.

Continuing with the work of adherence to the provisions of Law No. 12,305/10, which established the National Policy on Solid Waste of Brazil (“PNRS”), Itautec actively participated in the forums in Brazil and abroad for the purpose of contributing to the development of legal frameworks that will make possible the implementation of the PNRS. Among other themes, it provides for the requirement for reverse logistics in six product lines, including electrical and electronic products. For compliance with the new legal requirements, Itautec has prepared itself to meet the tax, operational and logistics requirements associated with the PNRS. Some states and municipalities have also enacted legislation on this issue and, when required, Itautec has registered its program of Post-Consumption Responsibility for Electric and Electronic Products with the Environmental Departments of these states. Specifically in the State of São Paulo, Itautec met the requirements of SMA-38, issued by the Environmental Agency of the State of São Paulo (Cetesb), and registered its reverse logistics program, which describes the procedures adopted to meet the demands of the stakeholders for the return of products upon the expiration of their useful lives. The program describes the stages of the reverse logistics process and the environmentally appropriate final destination of each material. It has also made efforts to communicate with clients regarding the provisions of the new Law, which sets forth joint responsibility for the discarding of electronic products, that is, the manufacturer is responsible for providing an environmentally appropriate disposal method for returned products and consumers are responsible for handing equipment in to collection points.

Communication


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The guidebooks for IT management and for final users focused on Sustainability were launched in previous years and were developed in partnership with a consulting company specialized in sustainability and an institute dedicated to the dissemination of conscious consumption. These publications aim to contribute to the responsible and environmentally-friendly use of IT. These can be downloaded for free on Itautec’s website at www.itautec.com.br/sustentabilidade, which also contains information on the Company’s environmental projects and themes related to Green IT. We understand that this is an important tool to disseminate information since these guidebooks received 2,383 hits on the website in 2012 alone.

Itautec also has on its Corporate Intranet a Sustainability Portal that includes functionalities and areas for research and surveys, spaces for comments, formulation of statistics and interface with social networks, such as Twitter. Monthly newsletters are released with the highlights for the period, disseminating information on projects and encouraging readers to visit the Sustainability Portal. Stakeholders can also make requests and question the social and environmental practices of Itautec by means of the relationship channel ([email protected]). In 2012, this channel 386 received messages– 29 internal and 357 external –mainly related to reverse logistics, projects, partnerships and academic papers. The demands are responded to, and forwarded to the responsible areas within five business days. Responsibility

The Company’s plant is located in an industrial area in Jundiaí, in the countryside in the State of São Paulo, approximately 100 meters from the banks of the Jundiaí River, outside the areas that are protected or that have high biodiversity rate. The manufacturing of equipment follows environmental rules and strict international standards, such as the Restriction of Certain Hazardous Substances (RoHS) Directive, of the European Community, which restricts the use of hazardous chemicals such as plumb, cadmium, mercury and hexavalent chromium, among others. Since 2007 the Company has produced desktops, notebooks, netbooks and servers in line with the RoHS and in March 2012 it obtained certification from an independent body of its lines of desktops, notebooks and monitors based on the directive.

The computing line products are also registered with the Electronic Product Environmental Assessment Tool

(“EPEAT”), an environmental assessment tool created by the US Environmental Protection Agency (“EPA”) and the non-governmental organization Greener Electronics Council, which evaluates 51 environmental criteria in the conception, production and discarding of electric and electronic equipment. Of the products registered by the Company since 2009, 78.3% reached the higher adherence level, gold, for meeting with excellence at least 75% of the 51 requirements.

There is also a commitment to develop and improve low energy consumption products. The Company produces equipment in line with the voluntary program of energy-saving rates, Energy Star, created by EPA and the US Department of Energy. The reduction in energy consumption in relation to prior generations of equipment stood at an average of 30% for desktops and 10% for notebooks, without impairing the performance of the products.

Additionally, Itautec’s management ensures the continuous improvement of practices for the development and manufacturing of equipment to ensure the security of users and the environmentally appropriate final destination.

Due to the constant development of the environmental requirements that it meets in its supply chain, the Company does not employ materials from recycling in its manufacturing process. On the other hand, an average of 75% of equipment packaging is made from recyclable materials. In addition, the wedges used to protect desktops and notebooks – improved in 2011 to ensure the integrity of products in transit – are 100% made from recycled cardboard and newspaper.


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Investments

In 2012, Itautec allocated R$1.82 million to the environmental management of its processes and environmental remediation, of which R$965,000 to the maintenance of operational processes and R$755,000 to environmental remediation projects.

As already reported in prior documents, the Company has two environmental liability processes in progress. In São Paulo, in the district of Tatuapé, where its plant used to be located, traces of contamination by chlorine solvent were found in isolated spots. This product is not used in the productive activities of Itautec, which suggests that it has been brought to the land through an old storm drain in operation in the 1950s and 1960s. In 2009, the soil was fully remedied. In 2011, the treatment process of the water table was completed, and in 2012 the contaminant concentration levels reached the remediation goal defined by the environmental agency as free from risk to human health. All actions have been undertaken in compliance with the guidelines of the Environmental Agency of the State of São Paulo (“Cetesb”).

The second process takes place in the plant located in Jundiaí (State of São Paulo). In 2011, Itautec engaged a consulting company to update the environmental investigation project, making adjustments to the methodology in line with the new guidelines of Cetesb. During the environmental investigation of the plant located in Jundiaí, the investigation phase was completed in 2012 and the stage for the definition of the executive remediation project was begun, to be completed in the first quarter of 2013. This will enable the implementation of the system to begin the environmental remediation of the ground water. Waste management and recycling

Itautec was the pioneer in the development of a program for the disposal of electric and electronic waste in Brazil. At its Recycling Center in Jundiaí (State of São Paulo), created in 2003, computers and automation equipment received are disassembled, decharacterized and segregated. The resulting parts and components are sent to specialized and approved companies to be reincorporated in other production chains as raw materials.

In 2012, Itautec generated 3,446.4 metric tons of solid waste due to the flow of its operations, with a 35.9% lower

volume compared to the previous year. The decrease was due to the lower volume of ATMs received in the reverse logistics process.

Of the total waste generated, 27.0 metric tons were classified into Class I, including materials such as solder dross, batteries, oil maintenance equipment, among others, and sent for co-processing, incineration and recycling, and 3,419.4 metric tons were classified into Classes II A and B, such as plastics, ferrous metals, non-ferrous metals, paper, wood, etc. In 2012, no Class I waste was imported or exported. The detailed description of the disposal of waste generated is presented in the table below:

Waste by disposal (Metric ton/year)

Electric and electronic wasteDisposal Type of waste 2012Recycling in metal and steel companies Metal 1,829.3 Recycling in plastic companies Plastic 184.2 Recycling in specialized company abroad Boards 27.4

Recycling in specialized company in Brazil E-WASTE (wires and cables. electronic components. diskettes. kinescopes. etc.)

100.7

Total 2,141.6Other waste Disposal Type of waste 2012Reuse, recycling and recovery Cardboard, white paper, Styrofoam 804.6 Biological treatment Sediment of the grease interceptor 7.0 Co-processing/Incineration Solder dross, batteries, among other 20.7

Landfill Organic waste, waste from sweeping and debris

472.6

Total 1,304.8Grand total 3,446.4


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Of the total recycled waste, 2,141.6 metric tons correspond to electric and electronic products. Of the total electric

and electronic waste generated, 27.4 metric tons of electronic boards were sent to be recycled in Belgium and Singapore, as Brazil does not yet have the technology for the metal recovery process. The other materials, such as plastics, ferrous metals and non-ferrous metals, were 100% recycled in the country.

In 2012, the Company met 100% of the demand for the recycling of electronic equipment.

This is an important initiative of Itautec for compliance with the provisions of Law No. 12,305/10, which established the National Policy on Solid Waste of Brazil (“PNRS”), and Decree No. 7,404/10. Consumers can deliver their equipment to any of the 30 branches distributed across all Brazilian states and in the Federal District, to be sent to the Recycling Center.

In addition to the facilities located in Jundiaí, Itautec has one mini recycling center in Curitiba (State of Paraná) and another in Belo Horizonte (State of Minas Gerais), which will start operations in 2013. The measure aims at locally treating the significant waste and contributes to the reduction of greenhouse gas emissions (GHG), previously generated due to the transportation of these materials to the State of São Paulo.

In 2012, the Company also supported and took part in a campaign in partnership with a large retail chain encouraging consumers to properly dispose of their used equipment in return for a discount on the purchase of new products. Through this initiative, 190 pieces of equipment, composed of desktops, monitors, keyboards and mouses were received, totaling 592 kilograms of waste sent to recycling and environmentally appropriate destination Energy and water

All indirect energy consumed by Itautec is electrical, purchased from public utility concessions. In 2012, the total consumption of the plant, branches and administrative buildings was 45,623 GJ (12,673 Mw/h), which represents an increase of 2% on the previous year. This increase is due to the larger production volume, mainly of IT equipment, and to the improvements in the monitoring of these figures at the service units, which started to consider the consumption of all units of the Company in Brazil. The consumption of direct energy in 2012 totaled 93,275 GJ, 4.43% lower than in the previous year. Liquefied petroleum gas (“LPG”), diesel oil, gasoline and natural gas were considered as energy from non-renewable sources, and ethanol was considered as energy from renewable sources.

Water consumption in the Itautec units has been monitored based on environmental indicators since 2004 and is related to personal hygiene and food. Considering the plant, the branches that have separate water meters and the administrative buildings, in 2012 45,840 m³ of water were consumed, a volume 9% lower than in the previous year. This decrease is related to the adjustment of the headcount carried out in the second quarter of the year. The Company’s units also use low consumption hydraulic devices, such as dual flush models, aiming at reducing water consumption. All the water consumed is purchased from public utility concessions and, after being used, it is discharged into the public system of sewage treatment..

The City of Jundiaí is part of the River Basin Committee of the Piracicaba, Capivari and Jundiaí Rivers. According to the information provided by the concessionaire, the springs that supply the municipality are from the Jundiaí-Mirim River Dam, which is not significantly affected by the water taken out. Effluents

According to the characteristics of its operations, Itautec does not generate industrial effluents. In 2012, 21,880 m³ of domestic effluents were generated by the Jundiaí unit, and forwarded to the public collection system for treatment, in the same manner as the effluents generated in the administrative buildings and the branches of the Company (23,960 m³). The effluents do not significantly affect bodies of water and/or habitats by water discharge or drainage.

The Organization does not treat the effluent at its plant and does not reuse these resources in other applications, since the domestic effluents are forwarded to the public collection system for treatment. Atmospheric emissions

Itautec carries out the inventory of Greenhouse Gases (“GHG”), according to the GHG Protocol of the Intergovernmental Panel on Climate Change (“IPCC”). In 2012, the information collected and the methodology for building the inventory were audited by an independent company, thus allowing for the improvement of data and the development of a sound historical base so that the Company is able to establish initiatives to minimize the emissions from its operations.

The GHG emissions totaled 41,561 metric tons of CO2 equivalent (tCO2e) in 2012, 5,194 tCO2e in the Scope 1 and 854 tCO2e in Scope 2, which are emissions directly related to their activities and to electrical energy consumption,


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respectively. Additionally, 35,513 tCO2e refers to Scope 3, indirect emissions associated with commercial trips, waste disposal and various outsourced services. For the sources of emissions inventoried in the period, 33 tCO2e of emissions of ozone-depleting substances controlled by the Montreal Protocol were counted.

Since 2007, the Organization monitors the emissions of the plant based on sampling measures and periodic maintenance. The control extends to the vehicles of suppliers that enter into the area of the plant, with reporting of the measures and a request for correction in cases of non-compliance. In 2012, the consumption of the fleet reached approximately 3,166,000 liters of fuel, a decrease of 1.6% when compared to the previous year. In order to decrease the direct emissions of mobile sources, according to the Company’s guidelines, the flex vehicles of the fleet (biofuel) should use ethanol, technology with lower emission of CO2e.

The consolidated emissions of atmospheric pollutants, such as nitrogen oxide (NOx) and sulfur oxide (SOx), arising from fuel burning in the mobile and stationary sources of the Company in 2012 totaled 237.9 metric tons and 15.2 metric tons, respectively. Financial area

Itau Unibanco

In its operations (administrative buildings and branch network management), the bank follows the state and

federal regulations on environmental issues. Itaú Unibanco operates according to its Sustainability Policy, which contain provisions designed for the following purposes:

Support market mechanisms and internal policies aimed at promoting the respect for the environment,

quality of life and maintenance of biodiversity Develop and improve mechanisms and internal policies aimed at managing the indirect environmental

impact of financial operations Mitigate the direct environmental impacts of its operations.

IT Investments

One of the largest investments that started in 2012 was in the IT area, because we believe that this is the only way we can ensure the efficiency of our operations and the satisfaction of our clients, and build the basis necessary for sustainable growth in the coming years.

Our new data center will be the largest in Brazil, and was built on a plot of land of 815 m2. in the town of Mogi Mirim, in the interior of the State of São Paulo. Its structure was already conceived in such a way that it can be expanded in two subsequent stages, which will ensure its performance until 2050. With a processing capacity 16 times larger than the current one and proper telecommunications infrastructure, the data center – which will obtain the environmental LEED certification – will also allow for a reduction of more than 40% in the consumption of electric energy.

Additionally, one of our main innovations in 2012 was the implementation of the biometry system in the ATMs, which allows clients to make their transactions through the identification of their fingerprints and without the need to enter a password, providing more security to this channel. Green IT

The Green IT Committee was created in 2008 for the purpose of finding, mapping and measuring opportunities that take into consideration the economic, social and environmental aspects of the IT areas. With the acquisition of more efficient equipment, proper and sustainable disposal of electronic waste and increase in the use of telepresence and videoconferencing, we were able to systematically reduce the consumption of electric energy and greenhouse gas emissions. We are also concerned with the proper disposal of our electronic waste, avoiding the contamination of the soil and providing for the recycling of materials. In 2012 only, 5,300 metric tons of electronic waste (computers, printers, monitors and other equipment) from central management, data centers, branches and storeroom were collected and disposed of. Data centers

The Plan for the Modernization of the Data Center provides for the renewal of the current data center rooms so that they can be more efficient. The rooms are built using the Next Generation Data Center (“NGDC”) concept, which brings together many characteristics and good market practices focused on energetic efficiency and operational


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excellence. In relation to the traditional procedure, this concept allows for an estimated reduction in the consumption of electric energy of 43%. 1,790 sq. m. of data center area was renewed in 2012. The data on the reduction in kW will start to be collected in 2013. In 2012, four new telepresence rooms were acquired and implemented, totaling 18 rooms in the Itaú Unibanco network. Their use during the year allowed us to hold 4,094 meetings that avoided trips totaling 18,274,825 km between the buildings and the emission of 2,523 metric tons of CO2 into the atmosphere. Eco-efficiency

The management and rational use of natural resources is one of our constant concerns because it allows us to reduce impacts and increase the efficiency of our operations with the generation of economic benefits. Due to the intensive use of technological equipment in our network of branches and administrative buildings, we have to consume high quantities of water and energy. For this reason, reducing and optimizing this consumption has been one of our major concerns. All of the improvement initiatives we develop are based on four pillars: implementation costs, market availability, technical performance of the system and eco-efficiency gains. Water and electrical energy

One of the major steps we have made in this regard is the monthly monitoring of the consumption of water and

electrical energy, and the proper disposal of waste. We also established targets for the reduction in the consumption of water and energy. In 2012, in the administrative complexes, we reduced the consumption of electrical energy by approximately 1%, and of water by 8% in relation to the previous year. We implemented more efficient and economic devices, such as solar protection films on windows, which contribute to reducing the temperature of internal surfaces; the use of electrical energy from clean sources (wind, solar, small hydroelectric plants an biomass) in the administrative buildings that consume most, and the reuse of rainwater in the cooling towers, settling chambers, toilets, lakes and irrigation of gardens.

In 2012, we made progress in the inventory of GHG, which follows the GHG Protocol, which is used worldwide by many organizations to calculate the amount of carbon dioxide generated in our processes. We adopted measures to directly or indirectly reduce the emissions of GHG associated with our activity. Generation of waste and effluents

The concern with eco-efficiency enabled us to achieve positive results faster in our new facilities, such as the Tatuapé Technological Center (“CAT 2”) and the new data center in Mogi Mirim. Both buildings, whose construction is expected to be completed in 2014, will obtain the LEED certification, which is granted to buildings that follow good construction practices and have high environmental and energetic performance. In the older facilities, which were built without using the techniques that are currently available, the modernization to achieve eco-efficiency demands for more planning and assessment of the risks to the operation of the departments and of the impact of the necessary costs.

In the past two years, the main administrative buildings underwent renovation works to reduce the consumption of resources and the environmental impact of our operations. In all the works we carried out for the construction of new buildings or renewal of the old ones, we controlled the generation and proper disposal of waste.

In the buildings that we already use at the Tatuapé Technological Center (“CAT”), we maintained the ISO 14001 certification, a standard developed for the purpose of establishing financial balance and reducing the environmental impact by means of an Environmental Management System.

An example of this action was the implementation of the Effluent Treatment Station (“ETE”) allowing the reuse of water in the air-conditioning cooling towers. In the five months of operation of the ETE in 2012, 7,192 cubic meters of reused water were generated. We have systems for the treatment and reuse of water in the buildings of the Commercial Center in Jabaquara, the Technological Center in Mooca, and the Administrative Centers in Tatuapé and on Rodovia Raposo Tavares. In 2012, we reused 62,925 cubic meters of water, an increase of almost 50% on 2011.


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Operational and technical efficiency

In the scope of building management, due to the implementation of operational and technical efficiency projects, we had an estimated reduction of 12,816 GJ1 of energy consumed in 2012, an estimated saving of around R$ 1.2 million. The consumption of electrical energy of the administrative buildings in 2012 fell by 869.2 MWh compared to 2011. Our target is to reduce the consumption of electrical energy of the administrative buildings by 2% by 2015. Without paper

The purpose of the Itaú Sem Papel (Itaú Without Paper) project is to encourage clients to cancel the receipt of printed statements, replacing them with a digital alternative. With the slogan “Change. Paper only when it is worth it”, included in advertising campaigns in different means of communication, the action tries to raise the awareness of our clients of the possibility of contributing to reduce the environmental impact of our operations.

Corporate clients are also encouraged to participate in initiatives to reduce printing in the bank’s operations. More than 35% of the requests for bank statements last year were in digital format, which allowed us to save more than 4 million sheets. Electronic waste

In 2012, we extended the process of disposal of electronic waste to the entire Central Management, Branch Network and Inventories, in addition to taking into consideration the volume related to the transfer of branches (Unibanco to Itaú). Impact of transport

The transportation of employees, waste, loads and materials generates atmospheric emissions. To mitigate these impacts, the number of departures was reduced by measuring the kilometers of routes. We control and monitor the emissions the emissions arising from the use of electric energy generators and mobile sources, whether our own or from third parties providing services to Itaú Unibanco, by means of the Ringelmann scale – a graphic scale for visual colorimetric analysis that assists in the process of identification of the level of emission, whether from fixed or mobile sources. Among the actions developed in 2012 are:

Offering buses to travel between the complexes, making the transportation of employees easier. Optimization of the transportation routes of employees between the administrative buildings. Campaign to encourage the use of buses by employees to travel between the administrative complexes. In 2012, 5,317,662 km were traveled in taxis, a reduction of 54% from 2011. Control and monitoring of the routes of the companies that transport the waste (Itaú’s administrative buildings

– company) – in 2012 they travelled 333,022 km. Mitigation of environmental impacts

See below some of Itaú Unibanco’s initiatives focused on mitigating social and environmental impacts:

Corporate Area Sustainability Meter: upon every foreign exchange contract that is digitally signed at Itaú 30 Horas,

the number of paper sheets and the emission of GHG saved and avoided is measured. The meter shows the client the total number of sheets that were not used and the equivalent amount in CO2. Until December 2012, around 9.1 million paper sheets were prevented from being used, avoiding the emission of more than 36.2 metric tons of CO2 into the atmosphere.

In conformity with its own methodology for the analysis of Itaú Unibanco’s social and environmental risk, based on the Sector Policy of Social and Environmental Risk, we developed mechanisms and tools for analyze the social and environmental risk of small and medium size companies. The separation of industries into categories is made based on the analysis of the social and environmental risks associated with their industries of economic activity. Sustainability criteria are assessed, including the use of electric energy, use of water, disposal of liquid effluents and solid waste, atmospheric emissions and risks to health and occupational safety.

As a bank registered with the National Bank for Economic and Social Development (“BNDES”), we also offer onward lending from the ABC Program (Agro Line of BNDES) to finance projects that reduce the emissions of greenhouse gases from the agriculture, cattle farming and deforestation by means of the increase of cultivated forests and recovery of degraded areas. Until December 2012, 133 credit lines were released through the program.


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Itaú Microcrédito: we stopped printing forms for social and economical assessments, copies of personal documents, proof of address and bank statements. The digitalization of documents allowed for economies in copies, printing, paper and filing of approximately 128,000 paper sheets.

Itaú BBA: Bridge loans, sureties and long-term financing are offered only to projects that establish consistent criteria to ensure compliance with Brazilian legislation on issues such as occupational, social and environmental health and safety - such as the management of effluents, waste and emissions, conservation of archeological heritage, compliance with regulatory rules of the Ministry of Labor and consultation with affected people. These criteria are monitored during the entire term of the contract in the case of long-term financing.

For financing long-term projects under the Project Finance facility – at amounts equal to or higher than US$ 10 million – compliance with the Equator Principles is also taken into consideration.

Itaú Asset Management: we have our own methodology to identify environmental, social and corporate governance risks and opportunities and determine the market value of the companies invested in. The variable income funds with active portfolio management integrate this methodology into the evaluation of their investments. An unfavorable result does not necessarily imply the exclusion of industries or companies but allows us to identify gaps that are addressed in accordance with the determinations of the sustainability governance.

Fundo Itaú Ecomudança – the funds (DI or fixed income) from the Ecomudança family transfer 30% of their management fees to projects of non-profit, non-governmental organizations (“NGOs”) whose purpose is to reduce the emissions of GHG. In three years (from 2009 to 2012), more than R$ 2.3 million were transferred to 13 entities that work in the areas of energy efficiency, renewable energy, waste management, recovery of native forests or reduction of deforestation.

Real estate financing; we propose the application of three questionnaires that address social and environmental aspects of the company, of the venture and of the land. Information such as the history of the land and neighborhood (whether there was a plant, gas station, garbage dump, automobile graveyard or whether liquid effluents had been disposed of there) and whether there are water bodies or vegetation on the site. The results are measured and, if any financial or environmental risk, or risk to the bank’s image, is identified, the operation is subject to the analysis of the areas in charge.

Insurance: For the implementation of the PSI criteria, we will work on the identification and application of the ASG criteria in our product portfolio – Corporate, Sundry Risks, Engineering Risks, Group Life and Collective Personal Injuries – always taking into consideration the specificities of each type.

Consumer credit: We have the Carbon Free Itaucard Ipiranga Credit Card under which part of the billing arising from the purchase of gasoline at Ipiranga gas stations is reinvested in reforestation – neutralizing double the emissions of carbon dioxide that would be released with the use of gasoline.

Purchases: In terms of our relationships with suppliers, we seek to contract those who are in line with the creation of value for the bank and society, as well as ensure the use of the best social and environmental practices in the entire production chain. By means of an integrated structure for the selection of suppliers, we choose companies that are focused on the mitigation of their social and environmental impacts, compliance with current legislation in relation to labor and environmental issues and respect for human rights. Environmental investments

In 2012, we invested R$ 299.7 million in environmental protection, higher than the amount invested in 2011. R$ 12.3 million was spent in the disposal of waste and mitigations of emissions and R$ 287.4 million was spent in environmental prevention and management. There were no operations or incidents that required investments in remediation in 2012.


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The significant increase in expenditure on environmental protection arises from large projects of Itaú Unibanco, such as the LEED certification for new buildings (the data center and Tatuapé Administrative Center) and energy efficiency and water consumption projects – which required significant investment.

Investments in the disposal of waste, mitigation of emissions, environmental prevention and management (in thousands of Reais)

2010 2011 2012

Disposal of waste and mitigation of emissions Treatment and disposal of waste 1,516.95 344.30 1,555.94 (1) Mitigation of emissions 1,379.37 6,032.09 10,737.18 (2) Expenses with the purchase and use of the certificate for emissions

- - 20.79 (3)

Subtotal 2,896.32 6,376.39 12,313.90(m) Environmental prevention and management External environmental management services 47.50 208.60 - External certification of management systems 365.69 25.15 7.26 (4) Personnel for general and environmental management activities

- 20.00 20.00(m)

Additional expenses with the implementation of cleaner technologies

1,130.70 756.75 286,338.67 (5)

Other environmental management costs - - 1,097.63 (6) Subtotal 1,543.89 1,010.49 287,463.56 m) Total 4,440.21 7,386.89 299,777.46(m)

Notes: 1) The amount presented includes investments in waste management and decommissioning of floors; 2) Amount related to expenditure on telepresence rooms and Building Management System (“BMS”) in the main administrative buildings; 3) This was the first year in which we reported expenses with the purchases and use of certificates for emissions. The expenditures for 2012

refer to the Carbon Free Seal (neutralization of the Prêmio Itaú de Finanças Sustentáveis (Itaú Award for Sustainable Finances) with the offset of 8.01 metric tons of GHG by means of the plantation of 51 native trees from the Atlantic Forest) and neutralization of the APIMECS;

4) ISO 14001 recertification of the Tatuapé Technology Center; 5) The expenditures refer to the LEED certification of the new buildings (data center and CAT 2 Buildings) and to energy efficiency and water

consumption projects; 6) LEED certification of the new buildings (data center and CAT 2 Building), internal marketing campaigns related to the ISO 14001

recertification and preparation and assurance of the bank’s GHG inventory. c) Dependence on the relevant patents, trademarks, licenses, concessions, franchises, and royalty contracts for developing activities

The Issuer is the holder of the “ITAÚSA” brand, used in the performance of its activities. The chance of losing this brand is considered to be very remote, and there is no dependence on it for developing its activities.

7.6. With respect to the countries in which the Issuer obtains substantial revenue, please identify:

There is no relevant revenue of the Issuer arising from countries other than Brazil. a) Revenue arising from clients from the country where the Issuer is headquartered and their share in the Issuer’s total net revenue

Not applicable.

b) Revenue arising from clients from each foreign country and their share in the Issuer’s total net revenue

Not applicable. c) Total revenue arising from foreign countries and their share in the Issuer’s total net revenue

Not applicable. 7.7. With respect to the foreign countries disclosed in Item 7.6, please state the extent to which the Issuer is subject to regulation in these countries and how this regulation affects the Issuer’s business

Not applicable. 7.8 Describe relevant long-term relationships of the Issuer that are not mentioned anywhere else in this form


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For the fourth consecutive year, Itaúsa is publishing its annual sustainability report based on the guidelines of the

Global Reporting Initiative (GRI) and its main purpose is to communicate Itaúsa Conglomerate’s results to its strategic stakeholders.

In this period, Itaúsa has been carrying out a consistent learning and evolution process in its sustainability

reporting. In 2010, Itaúsa met the B application level, while in 2011 and 2012 the reports met the A+ application level. The information in the 2012 report covers the results from January 1 to December 31, 2012 and presents the

performance of Itaúsa in its activity as a holding company and the economic, social and environmental results obtained in the period by the subsidiaries: Duratex, Elekeiroz, Itautec and Itaú Unibanco.

This report is available on our website (http://www.itausa.com.br) and filed in the IPE – Regular and Occasional

Information - System of the Brazilian Securities Commission (CVM).

All of the long-term relationships that have significantly affected Itaúsa’s operating performance were commented upon in the other items in this form. 7.9. Supply other information that the Issuer may deem relevant

All the information that significantly affected the Issuer’s operating performance was commented upon in this and other items in this form.


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ITEM 8 – ECONOMIC GROUP 8.1 Describe the economic group of which the Issuer is part, indicating: a) Direct and indirect controlling shareholders

Direct Controlling Shareholders Companhia ESA

(by itself and in its capacity of usufructuary of the voting rights of the common shares held by the Egydio de Souza Aranha family, according to the Shareholders’ Agreement).

Indirect Controlling Shareholders Egydio De Souza Aranha Family Alfredo Egydio Arruda Villela Filho Alfredo Egydio Nugent Setubal Alfredo Egydio Setubal Ana Lúcia de Mattos Barretto Villela Beatriz de Mattos Setubal da Fonseca Bruno Rizzo Setubal Camila Setubal Lenz Cesar Carolina Marinho Lutz Setubal Fernando Setubal Souza e Silva Gabriel de Mattos Setubal Guilherme Setubal Souza e Silva José Luiz Egydio Setubal Julia Guidon Setubal

Luiza Rizzo Setubal Marcelo Ribeiro do Valle Setubal

Maria Alice Setubal Maria de Lourdes Egydio Villela Mariana Lucas Setubal Marina Nugent Setubal

O.E.Setubal S.A. Olavo Egydio Mutarelli Setubal

Olavo Egydio Setubal Júnior Patrícia Ribeiro do Valle Setubal Paula Lucas Setubal Paulo Egydio Setubal Paulo Setubal Neto Ricardo Egydio Setubal Ricardo Villela Marino Roberto Egydio Setubal Rodolfo Villela Marino Rudric Ith S.A. Tide Setubal Souza e Silva Nogueira b) Subsidiary and affiliated companies c) Issuer’s ownership interests in group companies d) Group companies’ ownership interests in the Issuer e) Companies under common control


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The table below refers to sub-items “b” to “e” above:

Company Equity share in voting capital

Equity share in capital

Subsidiary or affiliated company

In Brazil

Itaú Unibanco Holding S.A. 64.2% 36.8% Jointly-controlled subsidiary

IUPAR - Itaú Unibanco Participações S.A. 50.0% 66.5% Jointly-controlled subsidiary

Duratex S.A. 35.5% 35.5% Subsidiary

Elekeiroz S.A. 98.2% 96.5% Subsidiary

Itautec S.A. 94.0% 94.0% Subsidiary

Itautec.com Serviços S.A. 0.1% 0.1% Subsidiary

Itaúsa Empreendimentos S.A. 100.0% 100.0% Subsidiary

Abroad

ITH Zux Cayman Company Ltd. 100.0% 100.0% Subsidiary

Base Date: December 31, 2012 8.2 Should the Issuer wish, please insert a flowchart of the economic group of which the Issuer is a part, provided that it is compatible with the information presented in Item 8.1

ON: Book-entry common share PN: Book-entry preferred share ( * ) With respect to this interest, the Shareholders’ Agreement included provisions for the usufruct by Companhia ESA of the voting rights in connection with the1,084,153,158 common shares issued by Itaúsa – Investimentos Itaú S.A. (58.09% in the voting capital). (**) Excluding treasury shares. Base Date: December, 31/2012 8.3 Describe corporate restructuring transactions, such as takeovers, mergers, spin-offs, acquisitions of shares, disposals and acquisitions of shareholding control, and acquisitions and disposals of important assets that the group has carried out

Items 6.5 and 6.7 of this Reference Form contains the information related to the main corporate events. 8.4. Supply other information that the Issuer may deem relevant None

DURATEXITH ZUX CAYMAN

ELEKEIROZ ITAÚSA EMPREEND.

ITAUTEC Itaú UnibancoHolding

IUPAR

100% 96,49% 100% 35,46% (**) 19,59% (**)94,01% 66,53%25,84% (**)

Outros

Itaúsa

38,88 ON82,05% PN65,43% Total

Família Egydio de Souza

Aranha

Companhia ESA

100,00% ON100,00% Total

58,09% ON ( * )17,95% PN33,40% Total

3,03% ON 1,17% Total


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ITEM 9 – RELEVANT ASSETS 9.1 Describe the noncurrent assets that are relevant for the development of the Issuer’s activities, indicating in particular: 9.1.a - Property, plant and equipment

Description of the property, plant and equipment item Country of

location State of location

City of location Type of property

Part of the towers of Itaú Unibanco Centro Empresarial located at Praça Alfredo Egydio de Souza Aranha, 100 – São Paulo – SP

Brazil SP São Paulo Own

Commercial building located at Avenida Paulista, 1938 - São Paulo - SP

Brazil SP São Paulo Own

9.1b – Relevant noncurrent assets/9.1.b - Patents, trademarks, licenses, concessions, franchises and technology transfer agreements

Type of asset

Description of the asset

Territory covered Duration Events that may cause the loss of the rights

Consequence of the loss of the rights

Brand ITAÚSA Brazil 07.14.2006 to Indicated in Item 9.2 (III) Indicated in Item 9.2 (IV)

Brand ITAÚSA Brazil 04.07.2009 to 04.07.2019 Indicated in Item 9.2 (III) Indicated in Item 9.2 (IV)

Brand ITAÚSA Argentina 08.19.2011 to Indicated in Item 9.2 (III) Indicated in Item 9.2 (IV)

Brand ITAÚSA Argentina 08.19.2011 to Indicated in Item 9.2 (III) Indicated in Item 9.2 (IV)

Brand ITAÚSA Chile 08.03.2012 to 08.03.2022 Indicated in Item 9.2 (III) Indicated in Item 9.2 (IV)

Brand ITAÚSA United States 08.07.2012 to 08.07.2022 Indicated in Item 9.2 (III) Indicated in Item 9.2 (IV)

Brand ITAÚSA Paraguay 08.03.2011 to Indicated in Item 9.2 (III) Indicated in Item 9.2 (IV)

Brand ITAÚSA Paraguay 08.03.2011 to Indicated in Item 9.2 (III) Indicated in Item 9.2 (IV)

Brand ITAÚSA European Union 12.21.2011 to 08.09.2021 Indicated in Item 9.2 (III) Indicated in Item 9.2 (IV)

Brand ITAÚSA Uruguay 08.10.2011 to Indicated in Item 9.2 (III) Indicated in Item 9.2 (IV)

9.1 c - The companies in which the Issuer has an ownership interest, stating for each of these companies:

I - Corporate name

II – Head office

III - Activities developed

IV - Issuer’s ownership interest

V - Whether the company is a subsidiary or affiliated

VI - Whether it is registered with the CVM

VII - Book value of the ownership interest

VIII - Market value of the ownership interest pursuant to the price of shares at the end of the year when such shares were traded on organized securities markets IX - Appreciation or depreciation of such ownership interest for the past three years in accordance with their book value

X - Appreciation or depreciation of such ownership interest for the past three years in accordance with market value pursuant to the price of the shares at the end of each year when such shares were traded on organized securities markets XI - Amount of dividends received over the past three years

XII - Reasons for the acquisition and maintenance of this ownership interest


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Corporate name

CNPJ CVM code Type of company

Country of headquarter

State of headquarter

City of headquarter

Description of the activities developed

Issuer’s ownership interest (%)

Fiscal Year Book value - variation %

Market value - variation %

Amount of dividends received (reais) Date Amount (reais)

DURATEX S.A.

97.837.181/0001-47

21091 Subsidiary Brazil SP São Paulo Manufacturing, sale, import and export of wood byproducts, bathroom fittings, and ceramic and plastic materials.

35.460000

12/31/2012 9.160893 67.539267 54,000,000.00 Market value: 12/31/2012 2,880,000,000.00

12/31/2011 8.702929 (40.125392) 49,000,000.00 Book value: 12/31/2011 1,418,000,000.00

12/31/2010 105.680000 9.790000 32,132,000.00 Reasons for the acquisition and maintenance of this ownership interest: Itaúsa is a listed holding company and supports companies that operate in the financial and industrial sectors. The investment in this company is part of Itaúsa business strategy.

ELEKEIROZ S.A.

13.788.120/0001-47

4359 Subsidiary Brazil SP São Paulo Manufacturing of intermediaries for plasticizers, resins and fibers.

96.490000

12/31/2012 (0.217391) (21.799308) 33,000.00 Market value: 12/31/2012 226,000,000.00

12/31/2011 0.436681 (25.897436) 11,000,000.00 Book value: 12/31/2011 459,000,000.00 12/31/2010 3171.430000 (10.760000) 3,308,000.00

Reasons for the acquisition and maintenance of this ownership interest: Itaúsa is a listed holding company and supports companies that operate in the financial and industrial sectors. The investment in this company is part of Itaúsa’s business strategy.

ITAU UNIBANCO HOLDING S.A.

60.872.504/0001-23

19348 Jointly-controlled subsidiary

Brazil SP São Paulo Financial Holding 36.780000

12/31/2012 (1.535754) 2.039163 1,832,000,000.00 Market value: 12/31/2012 55,395,000,000.00

12/31/2011 20.641903 60.772154 1,580,000,000.00 Book value: 12/31/2011 15,112,000,000.0012/31/2010 6.850000 (43.670000) 1,452,000,000.00


ITAUTEC S.A.

54.526.082/0001-31

12530 Subsidiary Brazil SP São Paulo Manufacture and sale of banking automation and retail automation equipment, IT equipment and technology services.

94.010000

12/31/2012 ( 3.092784) 24.755700 148,000.00 Market value: 12/31/2012 383,000,000.00 12/31/2011 ( 0.512821) (37.090164) 5,600,000.00 Book value: 12/31/2012 376,000,000.00 12/31/2010 7.440000 (10.950000) 11,403,000.00


ITH ZUX CAYMAN COMPANY LIMITED

- - Subsidiary Cayman Islands George Town Non-financial company. 100.00000

12/31/2012 (97.674419) 0.000000 0.00 Market value: 12/31/2011 13.157895 0.000000 0.00 Book value: 12/31/2012 1,000,000.00

12/31/2010 30.940000 0.000000 0.00 Reasons for the acquisition and maintenance of this ownership interest: Itaúsa is a listed holding company and supports companies that operate in the financial and industrial sectors. The investment in this company is part of Itaúsa’s business strategy. IUPAR - ITAÚ UNIBANCO PARTICIPAÇÕES S.A.

04.676.564/0001-08

- Jointly-controlled subsidiary

Brazil SP São Paulo Holding. 66.530000

12/31/2012 (31.649888) 0.000000 105,000,000.00

Market value:

12/31/2011 15.810609 0.000000 92,000,000.00

Book value: 12/31/2012 12,221,000,000.00

12/31/2010 11.760000 0.000000 68,610,000.00 Reasons for the acquisition and maintenance of this ownership interest: Itaúsa is a listed holding company and supports companies that operate in the financial and industrial sectors. The investment in this company is part of Itaúsa’s business strategy.

9.2. Supply any other information that the Issuer may deem relevant Additional information related to Item 9.1.b: Trademarks

In Brazil, the ownership of a trademark is acquired by means of a valid registration issued by the INPI (National Institute of Industrial Property) and the exclusive use of the trademark in Brazilian territory is assured to the holder. The registration of the trademark is valid for ten years from the date it is granted by the INPI and may be extended for equal and successive periods.


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The grant and due dates of the registrations and registration application deposits of the trademarks held by the Issuer in Brazil, as well as other information on these trademarks, are mentioned in the following Table I. TABLE I – Trademarks held by the Issuer in Brazil

Trademark Form of

presentation1 Process # Class

Registration deposit/grant

date

Registration due date

ITAÚSA Word 828571473 36 07.14.2006

ITAÚSA Word 828571481 35 04.07.2009 04.07.2019

The procedure to have a trademark registered abroad, the registration due dates and the requirements for

registration extension depend on the laws of each country or region where the trademark is registered. The locations and grant and due dates of the registrations and registration application deposits of the trademarks

held by the Issuer abroad, as well as other information on these trademarks, are mentioned in the following Table. TABLE II – Trademarks held by the Issuer abroad

Trademark Country

Form of

presentation1

Process # Classes Registration

deposit/grant date Registration due

date

ITAÚSA Argentina Word 3109677 35 08.19.2011

ITAÚSA Argentina Word 3109678 36 08.19.2011

ITAÚSA Chile Word 957456 35 and 36 08.03.2012 08.03.2022

ITAÚSA United States Word 4185331 35 08.07.2012 08.07.2022

ITAÚSA Paraguay Word 32364 35 08.03.2011

ITAÚSA Paraguay Word 32365 36 08.03.2011

ITAÚSA European Union Word 010184075 35 and 36 12.21.2011 08.09.2021

ITAÚSA Uruguay Word 426238 35 and 36 08.10.2011

Events that may cause the loss of the rights to such assets

The events that may cause the loss of the rights to such assets are provided for by law. At the administrative level, trademark registration applications may be rejected by the INPI in the situations provided for by Law No. 9,279/96, including as a result of a challenge filed with the INPI by a third party that has a right of precedence over the trademark or is the owner of the registration application or of a conflicting trademark.

The registration of the trademark terminates upon: (i) the end of its effective term without the due extension, (ii) a

waiver by the trademark’s owner, which may be total or partial with respect to the products or services marked by the trademark, and (iii) its lapse, which may be total or partial.

Any person lawfully interested may present a lapse request to the INPI if, five years after the date the trademark

registration is granted by the INPI, any of the following situations occur: (i) the trademark has not yet been used in Brazil, (ii) the use of the trademark has been interrupted for more than five consecutive years, or (iii) the trademark has been used with modification that implies a change in its original distinct nature, which is contained in its respective registration certificate.


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The registration of a trademark may be declared void by the INPI by means of annulment administrative proceedings filed by the INPI itself or upon the request of a lawfully interested third party if the grant of such registration has not been made in compliance with the provisions of the law. The annulment of the registration may be total or partial. The condition for the partial annulment is the fact that the subsisting part of the trademark or of the description of the products or services, that is, the part that is not declared void, is considered as qualifying for registration.

In addition to the administrative proceedings mentioned above, the INPI or interested third party may file a lawsuit

with the Judiciary Branch for the annulment of the trademark’s registration five years after the date the registration is granted by the INPI.

Possible consequences of the loss of such rights to the Issuer

In the event that the Issuer and/or its subsidiaries lose the rights over the trademark named above, and if they cannot stop third parties from using the same or similar trademarks, (the possibility of which is considered very remote) particularly in the same market segment, they would have to carry out their activities using other trademarks. Also, there would be a possibility of the Issuer and/or its subsidiaries having to defend themselves in lawsuits in the event of the violation of third parties’ rights.


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ITEM 10 - COMMENTS OF DIRECTORS 10.1. Executive officers should comment on: a. Financial and equity positions in general:

Itaúsa - Investimentos Itaú S.A. (“Itaúsa”) is a holding company which controls companies operating in several areas such as: financial services, industrial manufacture of wood panels, bathroom porcelain and metals, manufacture of chemical products, and the development of IT and automation products and solutions.

As a publicly-held holding company, Itaúsa concentrates on strategic decisions, in order to ensure that the group

companies have the optimum conditions to undertake their activities and expand their businesses. Therefore, its controlled companies are able to attain higher levels of productivity, train their employees, and develop technology to constantly improve the products and services. Itaúsa’s operating income is basically derived from its share of the income of its subsidiaries.

The main controlled and jointly-controlled companies of Itaúsa are also publicly-held companies, with broad

participation in businesses conducted in Brazil and worldwide, including the following:

Industrial area: Duratex S.A. (“Duratex”), Elekeiroz S.A. (“Elekeiroz”) and Itautec S.A. (“Itautec”)

Financial services area: Itaú Unibanco Holding S.A. (“Itaú Unibanco”).

Industrial area

Duratex has significant operations in the retail and distribution of civil construction and wood materials. It is currently the largest industrial manufacturer of wood panels, bathroom porcelain and metals in the Southern Hemisphere, and the leader in the Brazilian market in the manufacture of laminated floors under the Durafloor brand, and bathroom porcelains and metals under the Deca and Hydra brand names, respectively. The business model combines adherence to sustainable principles in its operations and in the communities where it operates.

Elekeiroz, is the largest Brazilian producer of chemical intermediates for industrial use. Elekeiroz’s business is

focused on the manufacture and sale of chemical intermediates, supplying the main industrial segments of the economy, such as civil construction, footwear and clothing, automotive, food, agro-industrial and also the advertising and visual communications industries. Most of the Elekeiroz’s products, approximately 90% of total shipments, represent sales in the domestic market.

Itautec operates in the development and sale of products and solutions for banking automation, retail automation, personal computing, corporate computing and technology services. These are offered through three business units: Automation Solutions (banking, providing ATMs and bank teller terminals, retail, providing point-of-sale terminals, fiscal printers, self-service terminals, and software platforms), Computing Solutions (desktops, notebooks, netbooks, tablets and servers), and Technology Services (technical assistance, infrastructure and installations).

Financial services area

In the financial services area, Itaú Unibanco offers, directly or through its subsidiaries, a wide range of credit

facilities and other financial services to a diversified base of individuals and legal entities in Brazil and abroad by means of its branches, subsidiaries and international affiliates. These services are offered in Brazil to retail clients through Itaú Unibanco S.A.’s branch network and to wholesale clients through Banco Itaú BBA S.A. Outside of Brazil, Itaú Unibanco is present in Argentina, the Bahamas, Chile, China, Colombia, the USA, Europe (Germany, Spain, France, Portugal, Luxemburg, the United Kingdom and Switzerland), the Cayman Islands, Japan, Mexico, Paraguay, Peru and Uruguay.

Business Performance

In 2012, Itaúsa’s net income reached R$ 4,539 million (R$ 4,837 million in 2011), with an annualized return on average equity of 15.2% (R$17.5% in 2011). The recurring net income amounted to R$ 4,787 million (R$ 5,040 million in 2011) according to item 10.3.c, with an annualized return of 16.0% (18.3% in 2011).

As at December 31, 2012, total assets reached R$ 31,964 million (R$ 31,043 million at December 31, 2011 and

R$ 28,075 million at December 31, 2010), and the shareholders’ equity totaled R$ 30,027 million (R$ 29,341 million as at


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December 31, 2011 and R$ 26,159 million as at December 31, 2010), representing growth of 3.0% and 2.3%, respectively, over the last two 12 month periods. Industrial Area Duratex

Duratex’s consolidated net revenue totaled R$ 3,394 million, 14.3% higher than the previous year, stimulated by the growth of the Deca and Wood divisions. Recurring EBITDA of R$ 1,005 million represented a 25.7% increase and a 29.6% margin (26.9% at the end of 2011). Recurring net income was R$ 437 million, representing growth of 25.1%compared to 2011.

In the Deca Division, the shipped volume of 25.8 million units represented a 1.0% increase compared to the prior

year. This performance may be explained by a decrease in demand from the renewal segment, which is more vulnerable to short-term macroeconomic conditions, in a year of slow economic growth. Net revenue, however, showed a 7.7% increase, higher than the sector average of 1.4% recorded by ABRAMAT (the Brazilian Construction Materials Association). This performance reflects the strength of the Deca brand, and the strategy of increased geographical diversification, which began in 2008 and is bringing the company closer to its consumers. Recurring EBITDA was R$ 273 million, giving a margin of 23.2%. In order to keep its products aligned with the new trends, Deca launched six new lines of sanitary porcelain fixtures, with an emphasis on the Studio Kids line, and three lines of sanitary metal fixtures, such as the Hydra concealed built-in cistern.

The Wood Division’s performance was broadly quite positive during the year. Shipped volume saw a 16.1%

increase to 2.6 million cubic meters, which was higher than the 11.4% increase in the market as a whole recorded by ABIPA (the Brazilian Association of the Wood Panel Industry). This increase resulted from the decision to expand the production capacity and focus on results, which enabled the Company to recover its market share. During the year, 18 new panel products were developed, fostering innovations and design aligned with international trends in finishing. Net revenue totaled R$ 2,216 million, 18.1% higher than 2011. The Company’s performance was due to the record number of dwellings made available throughout the year, as well as the results of government measures aimed at stimulating the furniture segment, such as reducing the IPI rate to zero, offering more favorable financing terms and tax incentives, and leveling competition conditions of consumer goods, such as the white line. The combination of economies of scale and the increase in unit net revenue over costs raised the recurring EBITDA to R$ 732 million, with a 33.0% margin.

Elekeiroz

The physical shipment of products totaled 470.6 thousand tons, 6.3% higher than the previous year, with a 50.0% increase in the sales of organic products to the foreign market (47.4 thousand tons) being particularly noteworthy. Sales recovered in all quarters compared to the equivalent periods of the previous year.

According to the Brazilian Chemical Industry Association (ABIQUIM), the segment of chemical products for

industrial use recorded increases of 2.9% in production and 7.4% in sales to the Brazilian market, compared to 2011, a year marked by economic downturn. The price index of the chemical industry increased by 10.6% in the year- to-date, below the 17.2% growth in petrochemical naphtha, the sector’s main raw material.

In this scenario, Elekeiroz’s net revenue totaled R$ 900 million, 15.8% higher than in 2011, which represented a

10.0% increase in the local market (83.0% of sales) and 58.0% in the foreign market. The increase in total revenue, however, was followed by a 17.0% rise in the cost of goods sold, which gave rise to a gross margin for the year-to-date which was still short of that which would allow the company to recover its usual level of return.

Following the upward trend in operating profits, the company closed the year with net income of R$ 0.5 million

(R$15 million in 2011). The EBITDA in the fourth quarter confirmed the company’s trend of recovering profitability, closing 2012 with a 42% increase compared to 2011.

Itautec

In 2012, the consolidated net revenue from sales and services was R$ 1,545.3 million, which represented growth of 0.2% compared to 2011, in line with the growth of the Brazilian economy in the fiscal year 2012.

The gross profit in 2012 was R$ 192.2 million, 31.6% lower than in 2011, which was due to the aforementioned

impacts on revenue, and increases in labor and input costs, mainly related to the significant appreciation of the US Dollar against the Brazilian Real during the year, and to expenses incurred in relation to organization restructuring.


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In November, the Company recognized an asset in connection with receivables arising from special judicial orders. This was related to a lawsuit for repetition of undue payment, regarding the collection of the Administrative Service Fee (TSA) charged to the bringing into Brazil and import of goods from the Manaus Duty Free Zone, in relation to which a final and unappealable judicial decision was made in favor of the Company. The receivables arising from special judicial orders were recognized as income in the statement of income under the heading “Other Gains (Losses), Net” which, after they were reduced to their present value using the discounted cash flow method, with a total net amount of R$ 65.1 million.

The EBITDA and net income for 2012 were R$ 17.7 million and R$ 1.5 million, respectively, and the balance of

cash and deposits on demand at the end of the year was R$ 196,4 million, meaning that Itautec recorded negative net debt (excess of cash) of R$ 44.6 million, indicating the efficient working capital management and financial strength of the Company.


The amounts commented on below, when related to the financial statements, were determined in accordance with the International Financial Reporting Standards (IFRS) and are not proportionally presented to reflect the shareholding interest of 36.78% held by Itaúsa.

In 2012, the net income attributable to the controlling stockholders was 8.7% lower than in the prior year, and

totaled R$ 12.6 billion, with an annualized return of 16.9% on average equity (20.0% in 2011). The recurring net income of Itaú Unibanco in 2012 reached R$ 13.4 billion, a 3.0% decrease on the prior year, and the recurring return on average equity was 17.9%. In 2011, the net income attributable to the owners of the company was 18.2% higher than in 2010, and totaled R$ 13.8 billion, with an annualized return on average equity of 19.9% (18.9% in 2010).

The banking product of Itaú Unibanco Holding reached R$ 81.2 billion in 2012, and posted 9.3% growth compared to the prior year. The main components that contributed to this increase were interest income and expenses, which together increased by 15.7%, and banking service fees, which, added to income from insurance, pension plans and capitalization operations, posted a 1.2% increase. The increased revenue of Itaú Unibanco, added to the control over general and administrative expenses, which increased only 6.7% in 2012, contributed to the reported results.

The total consolidated assets reached R$ 957.2 billion, and stockholders’ equity attributable to the controlling

stockholders totaled R$ 75.9 billion at the end of 2012, representing increases of 17.0% and 2.7% in the last twelve months, respectively. At the end of 2011, total consolidated assets amounted to R$ 818.1 billion, representing growth of 12.5% compared to the end of 2010. At the same date, net equity attributable to the controlling shareholders totaled R$ 73.9 billion.

Itaú Unibanco’s business diversification is reflected in the composition of its loan portfolio and client funding, which

is intended to mitigate the risks arising from specific segments, which may be more vulnerable to economic volatility. At the end of 2012, the loan portfolio balance, including endorsements and sureties, totaled R$ 427.3 billion, an increase of 7.4% compared to the balance at the end of 2011. Total client funds reached R$481.1 billion as at December 31, 2012, a 7.4% increase over the last 12 months. This increase arose from several sources, of which the retail segment accounted for a significant portion.

At the end of December 31, the Company’s Basel ratio as 16.7%, an increase of 0.3% compared to the same

period of 2011, indicating the strength of the capital base of Itaú Unibanco.


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b. Capital structure and the possibility of redemption of shares or quotas:

The Extraordinary Shareholders' Meeting on April 26, 2012 approved the following Board of Directors’ proposal:

Cancellation of 8,700,000 preferred shares issued by itself and held in treasury, without a reduction in the capital

stock

Increase in capital of R$ 2,822 million, upon contribution of funds recorded in Revenue Reserves, of which R$ 1,062 million originated from the Reserve for Dividend Equalization, and R$ 1,760 million from the Reserve for Working Capital

Issue of 440,678,158 new book-entry shares, with no par value, of which 169,662,686 are common shares and

271,015,472 are preferred shares, which will be distributed free of charge to shareholders as a bonus, in the proportion of one new share to every ten shares of the same type that they held at the end of April 26, 2012, after the proposed cancellation of own shares

As a result of the above actions, the Capital Stock was increased to R$ 16,500 million, represented by

4,847,459,747 book-entry shares with no par value, of which 1,866,289,554 will be common and 2,981,170,193 will be preferred shares, with no voting rights, but entitling to the following advantages: Priority for the receipt of an annual non-cumulative minimum dividend of R$ 0.01 per share, non-cumulative Tag-along rights, in the event of a public offering of common shares, at a price equal to 80% of the amount paid

per share with voting rights in the controlling stake, as well as a dividend at least equal to that of the common shares.

The Extraordinary Stockholders’ Meeting (ESM) of April 26, 2012 approved a capital increase of R$ 500 million

to be paid in cash and/or offset against credits arising from the complementary interest on capital declared on February 28, 2012. Considering the significant volatility within the capital market, as a result of the European financial crisis, which caused a general drop in the quotations of shares in the securities market, including those issued by Itaúsa, the remaining shares represented 17.73% of the total shares to be issued. As a result of this event, the ESM of July 6, 2012 opted for the cancellation of the capital call. All amounts received from prospective subscribers to this issue were returned on July 16, 2012, and the amounts were monetarily adjusted based on the variations of the SELIC rate.

The composition of and changes in the types of shares making up the paid-in capital, and the reconciliation of

balances at the end of the year were as follow:

NUMBER Amount (R$ million) Common Preferred Total

Shares of Capital Stock as at December 31, 2010 1,680,795,973 2,693,485,616 4,374,281,589 13,266

Capital increase 15,830,895 25,369,105 41,200,000 412


(-) Cancellation of treasury shares – ESM of April 26, 2012 (*) - (8,700,000) (8,700,000)

Capital increase through contributions from reserves - - - 2,822

Bonus of 10%in shares 169,662,686 271,015,472 440,678,158 -

Outstanding as at December 31, 2012 1,866,289,554 2,981,170,193 4,847,459,747 16,500


(*)Own shares repurchased based on authorization from the Board of Directors, and cancelled at the ESM of April 26, 2012, by incorporating R$ 80 million of the revenue reserve/working capital reinforcement reserve/net income for 2004.


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c. Payment capability in relation to the financial commitments assumed:

The overall liquidity ratio of Itaúsa, reflecting its debt payment capability, is as follows:

Ratio (*) 2012 2011 2010

Overall liquidity 0.9 0.9 0.8

As noted, the Overall Liquidity Ratio has remained stable over the past three years, so Itaúsa is still in a

comfortable position in relation to the commitments assumed in both the short and medium terms, basically representing the payment of dividends and/or interest on capital, and in long-term, of payment of tax contingencies.

In terms of the investments made by Itaúsa, the Company understands that the current financial and equity

conditions of its subsidiaries are sufficient to allow them develop their business in all of the areas in which they currently operate. Furthermore, these companies do not have contingent liabilities to which Itaúsa is significantly exposed.

(*) Notes: Data obtained from the financial statements – balance sheet – individual Overall Liquidity = (Financial Assets + Tax Assets+ Other Non-financial Assets/Total Liabilities).

d. Sources of financing used for working capital and investments in non-current assets:

On July 13, 2012, Itaúsa raised funds in the market by issuing Promissory Notes amounting to R$ 400 million,

remunerated at 104.40% of the CDI, with the option of early redemption, either partial or in full, at its sole discretion, from the 31st day and maturing on March 28, 2013. The Funds raised were used to increase Itaúsa’s working capital. Itaúsa redeemed 50% of the amount issued on August 21, 2012, and the remaining 50% on March 28, 2013.

On June 1, 2010 Itaúsa raised funds in the market by issuing 10,000 single series unconvertible debentures, with

a face value of R$ 100 thousand each, bearing interest at 106.5% of the CDI, with amortization in three annual and successive installments, in June 1, 2011, 2012 and 2013, Itaúsa being able to bring forward these redemptions at its discretion. The main objective of this transaction was the purchase of the common shares of Itaú Unibanco Holding S.A. held by Bank of America Corporation, as mentioned in Item 10.3.b. The debentures were paid and amortized on the respective dates of maturity.

e. Sources of financing for working capital and investments in non-current assets that it intends to use to cover liquidity deficiencies:

Itaúsa, according to its financial projections and planning, will not need to use any sources of financing to finance

its working capital and investments in non-current assets, because Itaúsa does not have a liquidity deficiency. f. Indebtedness ratios and the characteristics of the debts:

The indebtedness ratio of Itaúsa is as follows:

Ratio 2012 2011 2010

Indebtedness 6.06% 5.50% 6.80%

Net indebtedness 2.32% 2.50% 2.90%

On August 21, 2012, Itaúsa redeemed 50% of the amount of Promissory Notes issued, totaling R$ 202 million. In June 2012 and 2011, Itaúsa made payments of R$ 432 million and R$ 416 million, related to the amortization

of the second and first installments arising from the debenture issue, respectively.


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Although the issue of promissory notes and debentures had an impact on the Issuer’s indebtedness, Itaúsa is in

a comfortable position in relation to the assumed commitments. Notes: Data obtained from the financial statements – balance sheet – individual Indebtedness = (Total Liabilities/Total Assets) x 100 Net Indebtedness = {(Loans + Dividends (Payable – Receivable) – Cash and Deposits on Demand – Financial Investments)/Shareholders’

Equity} x 100. g. Limits on the use of the financing already contracted:

None.

h. Significant changes in each item of the financial statements (individual): Because it is a holding company, the movements of Itaúsa are basically the results of investments,

dividends/interest on capital payable/receivable, and financial investments. The following are the main changes in the Balance Sheet and Statement of Income accounts for the year, basically

composed of the following groups of accounts:

Financial assets– financial assets held for trading

Tax assets – Income Tax and Social Contribution losses carried forwards

Investments – interests in subsidiaries, their movements arising basically from the share of income

Promissory Notes - raising funds in the market by issuing Promissory Notes in the amount of R$ 400 million in July 2012, with the option of early redemption, either partially or in full, at its sole discretion, as from the 31st day and maturing on March 28, 2013. On August 21, 2012, Itaú redeemed 50% of the amount of Promissory Notes issued

Raised funds - funds raised in the market from the issue of 10,000 single series debentures in 2010 with annual payments in 2011, 2012 and 2013

Provisions: Basically, PIS/COFINS under judicial discussion

Dividends/Interest on Capital payable

Operating revenue - share of income.


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2012 X 2011

(amounts in millions of Reais)

Balance Sheet

12.31.2012 12.31.2011 Change %

Financial Assets 918 802 14%

Tax Assets 732 618 18%

Investments 29,692 29,000 2%

Fixed assets, Net 71 72 -1%

Intangible Assets 460 460 0%

Other non-financial assets 91 91 0%

TOTAL ASSETS 31,964 31,043 3%

Promissory Notes 207 - -

Raised funds 366 751 -51%

Tax liabilities 137 112 22%

Provisions 180 58 210%

Dividends and Interest on Capital Payable 1,041 776 34%

Other non-financial Liabilities 6 5 20%

Shareholders’ Equity 30,027 29,341 2%

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

31,964 31,043 3%

Statement of Income

Year 2012 2011 Change %

Net operating revenue 4,774 5,041 -5%

Operating expenses (256) (280) -9%

Income tax and social contribution - Current - (1) -100%

Income tax and social contribution - Deferred 21 77 -73%

NET INCOME 4,539 4,837 -6%


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2011 X 2010

(amounts in millions of Reais)

Balance Sheet 12.31.2011 12.31.2010 Change %Financial Assets 802 1,028 -22%Tax Assets 618 519 19%Investments 29,000 25,638 13%Fixed Assets, Net 72 7 929%Intangible Assets 460 832 -45%Other non-financial Assets 91 51 78%TOTAL ASSETS 31,043 28,075 11%Raised Funds 751 1,064 -29%Tax Liabilities 112 104 8%Provisions 58 14 314%Dividends and Interest on Capital Payable 776 712 9%Other non-financial Liabilities 5 22 -77%Shareholders’ Equity 29,341 26,159 12%TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

31,043 28,075 11%

Statement of Income

Year 2011 2010 Change %Net operating revenue 5,041 4,663 8%Operating expenses (280) (424) -34%Income tax and social contribution - Current (1) 1 -200%Income tax and social contribution - Deferred 77 177 -56%NET INCOME 4,837 4,417 10%

Itaúsa’s investments showed movements mainly due to the receipt of dividends and interest on capital, and a share of the income of subsidiaries and jointly-controlled companies.

In the cumulative income for 2012, the share of income reached R$ 4,728 million, a 5% decrease in relation to

the previous year. In 2011, it amounted to R$ 4,965 million (an 11% increase in relation to 2010), and in 2010 it amounted to R$ 4,465 million (2% up on 2009).

In June 2010, Bank of America Corporation (BAC) sold its interest in the capital stock of Itaú Unibanco Holding

S.A. The preferred shares were traded outside of Brazil, and the common shares were purchased by Itaúsa, which raised its direct and indirect interest in the capital stock of Itaú Unibanco Holding S.A. to 36.68% from 35.43%. This transaction gave rise to goodwill, which was accounted for under the heading of Intangible Assets.

On June 1, 2010 Itaúsa raised funds in the market by issuing 10,000 single series debentures, as mentioned in

Items 10.1.d and f, and in June 2012 and 2011 it made a payments of R$ 432 million and R$ 416 million, related to the amortization of the first installment of debenture issues respectively.

10.2. Executive officers should comment on: a. The Issuer’s results of operations, in particular: I - Description of any important components of revenue

As a holding company, Itaúsa’s revenue arises, basically, from its share in the income in its subsidiaries.


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II - Factors that materially affected operating income and expenses

As mentioned in the prior item, Itaúsa’s income arises mainly from its share of the income of its subsidiaries.

Itaúsa’s income arising from its share of the income of directly and indirect subsidiaries and jointly-controlled entities is as follows:

Share of income

(In million of Reais)

Year 12.31.2012 12.31.2011 12.31.2010

Itaú Unibanco Holding S.A. 3,206 3,223 3,196

IUPAR - Itaú Unibanco Partic. S.A. 1,370 1,563 1,120

Duratex S.A. 164 132 140

Elekeiroz S.A. - 14 35

Itautec S.A. (16) 25 (48)

Itaúsa Empreendimentos S.A. - 3 4

ITH Zux Cayman Company Ltd. 4 5 (1)

Itaucorp S.A. (*) - - 18

Elekpart Partic. e Administração S.A. (*) - - 1

GRAND TOTAL 4,728 4,965 4,465

(*) Investments merged on April 30, 2010. b. Changes in revenue arising from changes in prices, foreign exchange rates, inflation, changes in volume and the introduction of new products and services:

Itaúsa, as a holding company, does not have any changes in revenue arising directly from changes in prices, foreign exchange rates, inflation, changes in sales volume and the introduction of new products and services. However, it is affected by the effects of these changes on the results of its main direct and indirect subsidiaries. c. The impact of inflation, changes in the prices of the main inputs and products, foreign exchange rates and interest rates on the issuer’s operating and financial income and expenses:

Itaúsa, as a holding company, does not feel the impact of inflation, changes in the prices of its main inputs and products, foreign exchange rates and interest rates on the operating and financial income and expenses of its main direct and indirect subsidiaries. 10.3. Executive officers should comment on the material effects that may have been caused or that are expected to be caused on the issuer’s financial statements and its results, in relation to:

a. The introduction or disposal of operating segments:

Itaúsa did not introduce or dispose of any operating segment in 2012, 2011 or 2010.

b. The incorporation, acquisition or disposal of ownership interests: There were no changes in the ownership interests of Itaúsa in 2012 and 2011. In 2010, the following changes in the ownership interests of Itaúsa took place:


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MERGERS OF CONTROLLED COMPANIES At the Annual and Extraordinary Shareholders’ Meeting of April 30, 2010, the shareholders approved, among

other matters, the merger of the following subsidiaries into Itaúsa: Itaucorp S.A., Elekpart Participações e Administração S.A., Seg-Part S.A. and Rouxinol Administração e Participações Ltda.

As Itaúsa is a holding company, and its activities are performed mainly by the publicly-held companies of its

Conglomerate, in relation to Duratex, Elekeiroz, Itautec and Itaú Unibanco, management decided to optimize and streamline the number of companies under its control, maximizing results and minimizing costs through a corporate restructuring of Itaúsa’s subsidiaries.

OWNERSHIP INTEREST OF BANK OF AMERICA CORPORATION (“BAC”)

On June 11, 2010, Itaúsa acquired the 56,476,299 common shares issued by Itaú Unibanco Holding S.A., owned

by Bank of America Corporation, corresponding to approximately 2.5% of the common shares issued by Itaú Unibanco Holding S.A. and 1.2% of its capital stock (Common Shares). As a result, Bank of America Corporation no longer has the right to appoint a member to the Board of Directors of Itaú Unibanco Holding S.A. or jointly sell its shares issued by Itaú Unibanco Holding S.A. in the event of a transfer of control (tag-along). With the acquisition of these Common Shares, the direct and indirect interest held by Itaúsa in the capital stock of Itaú Unibanco Holding S.A. increased from 35.43% to 36.68%.

In view of this operation, on May 18, 2010, the Board of Directors of Itaúsa approved the first issue of simple

debentures by Itaúsa, unsecured and non-convertible into shares, targeted solely at qualified investors, pursuant to CVM Instruction 476/09 (mentioned in Item 10.1.d, f). c. Unusual events or operations:

In order to allow a proper analysis of the financial statements for the period, Itaúsa presents its Net Income

excluding the main non-recurring effects, and net of the respective tax effects, as follow:

Reconciliation of recurring net income (In million of Reais)

Year 12.31.2012 12.31.2011 12.31.2010

Net Income 4,539 4,837 4,417

Addition/(Exclusion) of non-recurring effects 248 203 420

Own - - 40

Hedge – BAC and Itaú Unibanco transactions - - 30

Financial expenses – BAC and Itaú Unibanco transactions - - 10

Ownership interest in Itaú Unibanco Holding 298 212 371

Changes in treasury shares 19 205 (55)

Provisions (Tax/Civil Claims/Economic Plans/Labor Claims/Other) 317 95 289

Sale of interest/Adjustment to market value - BPI 104 82 -

Allowance for loan losses 84 - -

Rewards program 68 - -

Program for cash or installment payment of federal taxes – Law No. 11,941/09 - (170) (48)

Expenditure with Itaú and Unibanco merger - - 185

Realization of assets (308) - -

Other 14 - -

Ownership interests in other controlled companies (50) (9) 9

Duratex (7) (9) -

Itautec (43) - -

Other - - 9

Recurring net income 4,787 5,040 4,837

Non-recurring Income mainly arises from the following: Effect on the share of income of the movements in the value of the treasury shares held by Itaú Unibanco.


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Financial Services Area – effect of the realization of losses, tax and social security provisions, provisions for civil and labor claims, allowance for loan losses, gains or losses from sales of interests, and adjustments to the market value of the investment in BPI

Industrial area: Duratex – effects of prevailing claims in relation to semi-annual PIS Itautec – recognition of credit related to the lawsuit for repetition of undue payment, corresponding to the

collection of the Administrative Service Fee (TSA).

10.4. Executive officers should comment on: a. Significant changes in accounting practices:

The consolidated financial statements were prepared and are being presented in accordance with the Brazilian

accounting practices, including the pronouncements issued by the Accounting Pronouncements Committee (CPC), as well as the IFRS issued by the International Accounting Standards Board (IASB).

The individual financial statements of the parent company were prepared in accordance with the Brazilian

accounting standards practices issued by the CPC and are published along with the consolidated financial statements. In the individual financial statements, shares in subsidiaries and affiliates are accounted for using the equity

method. The same adjustments are made for both individual and consolidated financial statements to reach the same profit and shareholders' equity attributable to the controlling interests. In the case of Itaúsa, the accounting practices adopted in Brazil applied in the individual financial statements differ from the IFRS applicable to the separate financial statements only in relation to the measurement of investments in subsidiaries and jointly-controlled subsidiaries using the equity method, whereas under IFRS this would take place at cost or fair value.

b. Significant effects of changes in accounting practices: There were no significant effects of changes in accounting practices.

c. Qualifications and emphases presented in the auditor’s report:

In the financial statements for the years ended December 31, 2012, 2011 and 2010, management is aware of the emphasis included in the Report of Independent Auditors due to the evaluation of the investments in subsidiaries.

In the individual financial statements, the subsidiaries and affiliates are accounted for using the equity method of accounting. The same adjustments are made to both individual and the consolidated financial statements to reach the same income and shareholders’ equity attributable to the shareholders of the parent company. In the case of Itaúsa, the accounting practices adopted in Brazil, applied in the individual financial statements, differ from the IFRS applicable to the separate financial statements only in relation to the measurement of investments in subsidiaries and affiliates under the equity method, whereas under IFRS it would be at cost or fair value.

With respect to the financial statements at December 31, 2012, the independent auditors issued the following

opinions and emphases:

“Opinion on the parent company financial statements In our opinion, the parent company financial statements present fairly, in all material respects, the financial

position of Itaúsa - Investimentos Itaú S.A. as at December 31, 2012, and its financial performance and cash flows for the year then ended, in accordance with accounting practices adopted in Brazil.

Opinion on the consolidated financial statements In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of Itaúsa - Investimentos Itaú S.A. and its subsidiaries as at December 31, 2012, and their financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and accounting practices adopted in Brazil..

Emphasis of matter As discussed in Note 2.1 to these financial statements, the parent company financial statements have

been prepared in accordance with accounting practices adopted in Brazil. In the case of Itaúsa - Investimentos


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Itaú S.A., these practices differ from IFRS applicable to separate financial statements only in relation to the measurement of investments in subsidiaries, associates and jointly-controlled entities based on equity accounting, while IFRS requires measurement based on cost or fair value. Our opinion is not qualified with respect to this matter.

Other matters Supplementary information - Statements of value added - We also have audited the parent company

and consolidated statements of value added for the year ended December 31, 2012, prepared under the responsibility of management, which are required to be presented by Brazilian corporate law for public companies, and are supplementary information under IFRS, which do not require the presentation of the DVA. These statements were subject to the same audit procedures described above and, in our opinion, are fairly presented, in all material respects, in relation to the financial statements taken as a whole.” With respect to the financial statements at December 31, 2011, the independent auditors issued the following


“Opinion on the parent company financial statements - In our opinion, the parent company financial statements present fairly, in all material respects, the financial position of Itaúsa - Investimentos Itaú S.A. as at December 31, 2011, and its financial performance and cash flow for the year then ended, in accordance with the accounting practices adopted in Brazil.

Opinion on the consolidated financial statements - In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of Itaúsa - Investimentos Itaú S.A. and its subsidiaries as at December 31, 2011, and their financial performance and cash flow for the year then ended in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and the accounting practices adopted in Brazil.

Emphasis of matter - As discussed in Note 2.1 to these financial statements, the parent company

financial statements have been prepared in accordance with accounting practices adopted in Brazil. In the case of Itaúsa - Investimentos Itaú S.A., these practices differ from the applicable IFRS for separate financial statements only in relation to the measurement of investments in subsidiaries, associates and jointly- controlled entities based on equity accounting, while IFRS requires measurement based on cost or fair value. Our opinion is not qualified in relation to this matter.

Other matters – Supplementary Information - Statements of value added - We also have audited the

parent company and consolidated statements of value added as at and for the year ended December 31, 2011, prepared under management’s responsibility, which are required to be presented by Brazilian corporate law for public companies, and are supplementary information under the IFRS, which do not require the presentation of the DVA. These statements were subject to the same audit procedures described above and, in our opinion, are fairly presented, in all material respects, in relation to the financial statements taken as a whole.”

With respect to the financial statements as December 31, 2010, the independent auditors issued the following


“Opinion on the parent company financial statements - In our opinion, the parent company financial statements present fairly, in all material respects, the financial position of Itaúsa - Investimentos Itaú S.A. as at December 31, 2010, and its financial performance and cash flow for the year then ended, in accordance with the accounting practices adopted in Brazil.

Opinion on the consolidated financial statements - In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of Itaúsa - Investimentos Itaú S.A. and its subsidiaries as at December 31, 2010, and their financial performance and cash flow for the year then ended in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and the accounting practices adopted in Brazil..

Emphasis of matter -As discussed in Note 2.1 to these financial statements, the parent company

financial statements have been prepared in accordance with accounting practices adopted in Brazil. In the case of Itaúsa - Investimentos Itaú S.A., these practices differ from the applicable IFRS on separate financial statements only in relation to the measurement of investments in subsidiaries, associates and jointly-controlled entities based on equity accounting, while IFRS requires measurement based on cost or fair value.

Other matters - Statements of value added -We also have audited the parent company and

consolidated statements of value added for the year ended December 31, 2010, prepared under management’s


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responsibility, which are required to be presented by Brazilian corporate law for public companies, and are supplementary information under the IFRS, which do not require the presentation of the DVA. These statements were subject to the same audit procedures described above and, in our opinion, are fairly presented, in all material respects, in relation to the financial statements taken as a whole.”

10.5. The executive officers should indicate and comment on the critical accounting policies adopted by the Issuer, in particular the accounting estimates made by management on uncertain and relevant issues for describing the financial position and results of operations that require subjective or complex judgment, such as: provisions, contingencies, revenue recognition, deferred tax assets, long-lived assets, useful lives of non-current assets, pension plans, foreign currency translation adjustments, environmental recovery costs, criteria for asset and financial instrument impairment tests:

Itaúsa, being a holding company, does not have any critical accounting policies that require subjective or complex

judgment. The preparation of the consolidated financial statements in compliance with the CPCs requires management to

make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities as at the date of the consolidated financial statements, as well as the reported amounts of revenue, expenses, gains and losses during the reporting and for subsequent periods, because actual results may differ from those determined using these estimates and assumptions.

All estimates and assumptions made by management are in compliance with the CPCs and represent the current

best estimates made in conformity with the applicable standards. Estimates and judgments are evaluated on an ongoing basis, and take into consideration past experience and other factors.

The consolidated financial statements include a variety of estimates and assumptions. The critical accounting

estimates and assumptions that have a significant impact on the carrying amounts of assets and liabilities are described below: A) Allowance for loan losses:

Itaúsa, its controlled and jointly-controlled companies periodically review their portfolios of loans and receivables to evaluate the existence of any evidence of impairment of its operations.

In order to determine the amount of the allowance for loan losses to recorded in the consolidated statement of

income in relation to a certain receivable or group of receivables, Itaúsa and its controlled companies exercise judgment when considering whether there is any objective evidence indicating that an adverse change has occurred in relation to the cash flow received and expected from the respective counterparties, or the existence of any changes in local or international economic conditions that correlate with impairment. Management use estimates based on the history of losses experienced for operations with similar characteristics and with similar objective evidence of impairment. The methodology and assumptions used to estimate the amount and timing of future cash flow are regularly revised to reduce any differences between estimates and actual losses.

Itaúsa and its subsidiary companies use statistical models to calculate the Allowance for Loan Losses relating to

the homogeneous loan portfolio. Itaúsa periodically carries out procedures to improve these estimates by aligning the required provisions with the historical level of losses. This is intended to ensure that the volume of allowances reflects current economic conditions, the composition of the loan portfolios, the quality of guarantees obtained and the client profile. In 2012, the improvements to model assumptions resulted in a growth in the level of provisions of R$ 549 million.

As at December 31, 2012 the allowance for Loan Losses amounted to R$ 9,458 million (R$ 8,791 million as at

December 31, 2011). If the net present value of the estimated cash flow presented a positive or negative variation of 1%, the allowance

for loan losses would increase or decrease by approximately R$ 1,255 million (R$ 1,187 million as at December 31, 2011).

B) Deferred income tax and social contribution:

Deferred tax assets are recognized only in relation to temporary differences, tax assets and losses carried forward to the extent that it is probable that Itaúsa and its controlled companies will generate future taxable profits against which deferred tax assets can be utilized. The expected realization of the tax assets of Itaúsa and its controlled companies is based on the projection of future revenue and other technical studies. The deferred tax assets amounted to R$ 11,093 million (R$ 9,006 million at December 31, 2011).


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C) Fair value of financial instruments, including derivatives:

Financial instruments recognized at their fair values as at December 31, million comprises assets amounting to

R$ 91,744 million (R$ 66,163 million at December 31, 2011), of which R$ 4,290 million are derivatives (R$ 3,240 million at December 31, 2011), and liabilities amounting to R$ 4,308 million (R$ 3,523 million at December 31, 2011), of which R$ 4,072 million are derivatives (R$ 2,486 million at December 31, 2011). The fair values of financial instruments, including derivatives that are not traded in active markets, are determined using valuation techniques. These calculations are based on assumptions that take into consideration the judgment of the management of Itaúsa and its subsidiaries, based on the information and market conditions existing on the balance sheet date.

Itaúsa and its controlled companies classify their fair value measurements into a fair value hierarchy that reflects

the relevance of the inputs used in the measurement process, having three main levels. Itaúsa and its controlled companies believe that all of the methodologies they adopt are appropriate and consistent

with those of other market players. However, the adoption of other methodologies and the use of different presuppositions to determine fair value may result in different fair value estimates.

D) Defined benefit pension plan:

As at December 31, 2012 the amount of R$ 11 million (R$ 36 million as at December 31, 2011) was recognized

in the balance sheet in relation to defined benefit pension plans. The current amount of pension plan obligations is determined by actuarial calculations that use a variety of assumptions. Among the assumptions used to estimate the net cost (income) of these plans is the discount rate. Any changes in these assumptions will affect the carrying amounts of pension plan obligations.

Itaúsa and its controlled companies determine the appropriate discount rate at the end of each year, and this is

used to determine the present value of estimated future cash outflow, which will be necessary to settle the pension plan obligations. In order to determine the appropriate discount rate, these companies consider the interest rates of National Treasury bonds that are denominated in Reais, the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related obligations.

Should the discount rate used present a reduction of 0.5% in relation to management’s estimates, the actuarial

amount of the pension plan obligations would be increased by approximately R$ 319 million. Other significant assumptions relating to pension plan obligations are in part based on current market conditions.

E) Contingent assets and liabilities:

Itaúsa and its controlled companies periodically review their contingencies based on management’s best estimates, taking into account the opinion of legal counsel in cases where there is a likelihood that financial resources will be required to settle the obligations and the amount of this expenditure can be estimated with reasonable certainty.

For contingencies classified as “Probable” losses, a Provision is recognized in the balance sheet. The amounts of contingencies are measured using models and criteria to measure them correctly, despite the

uncertainty surrounding the ultimate timings and amounts. At December 31, 2012, the carrying amounts of these provisions totaled R$ 7,497 million (R$ 6,221 million at

December 31, 2011).

F) Biological assets:

Forest reserves are recognized at their fair value, less estimated costs to sell at harvest time. For immature plantations (up to one year old), the cost is considered as being close to the fair value. Gains and losses arising from the recognition of a biological asset at its fair value, less costs to sell, are recognized in the statement of income. The exhaustion recorded in the statement of income is made up of the portion of the formation cost and the portion related to the difference in the fair value.

The formation costs of these assets are recognized in the statement of income, as incurred, and reported net of

the variation effects of the biological asset’s fair value, in a specific account in the statement of income.

G) Technical reserves for insurance and pension plans:


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Technical reserves are liabilities arising from the obligations of Itaúsa’s subsidiaries to policyholders and

participants. These obligations may have a short (property and casualty insurance), medium or long duration (life insurance and pension plans).

The determination of the actuarial liability is subject to various uncertainties inherent in insurance and pension

contracts, such as the assumptions regarding persistency, mortality, disability, life expectancy, morbidity, expenses, frequency and severity of claims, conversion of benefits into annuities, redemptions and return on assets.

The estimates for these assumptions are based on the historical experience of Itaúsa and its subsidiaries,

benchmarking studies and the experience of the actuary, in order to comply with best market practice and continuously review the actuarial liabilities. The adjustments resulting from these continuous improvements, when necessary, are recognized in the statement of income for the period.

10.6. With respect to the internal controls adopted to ensure the preparation of reliable financial statements, executive officers should comment on: a. The efficiency level of such controls, indicating any imperfections and measures adopted to correct them:

In order to understand the risks inherent in the activities of Itaúsa, it is important to recognize that its objective is the management of investments in subsidiary companies. Accordingly, the risks to which Itaúsa is subject are those that are experienced by its subsidiaries.

In terms of liquidity risk, the cash flow forecasts of Itaúsa are made by Management, which monitors the

continuous forecasts of liquidity requirements to ensure that it has sufficient cash to meet operating requirements, which mainly represent the payment of dividends and interest on capital, and the settlement of debentures and promissory notes issued. The cash surplus of Itaúsa is invested in government securities and investment fund quotas.

As at December 31, 2012, Itaúsa had short-term funds amounting to R$ 429 million, which are expected to readily

generate cash flow to manage liquidity risk. For the purpose of maintaining acceptable risk levels on investments, new investments or increases in ownership

interests are discussed at a joint meeting of Itaúsa’s Executive Board and Board of Directors. Itaúsa, according to its needs, shares its administrative organizational structure and risk management controls

with Itaú Unibanco. The main subsidiaries of Itaúsa are public companies with risks specific to their respective businesses. Industrial

companies have tools capable of identifying, determining parameters, assessing and driving plans for contingency or eliminating adverse impacts on income and have as a rule adopted the best environmental and corporate governance practice.

Transactions of the subsidiaries in the industrial segment that may entail market risk are carried out to cover the

needs inherent in the respective businesses, and these transactions do not pose a significant level of risk to the Itaúsa Conglomerate as a whole.

Itaú Unibanco, a jointly-controlled company and the parent company of all of the companies in the financial

services segment, has a department specialized in risk control, taking into account corporate risk management, which centralizes the management of credit, market, operational, liquidity and underwriting risk, and portfolio risk management. In addition, it has specific risk management committees.

As Itaúsa is a holding company, the risks that could influence its decisions regarding investments in securities

basically arise from risks to which its subsidiaries are exposed. b. Deficiencies in and recommendations for the internal controls that are present in the independent auditor’s report:

The independent auditor’s report did not note any deficiencies or recommendations on internal controls that pose a risk of failure or material effects on the financial statements as at December 31, 2012, December 31, 2011 or December 31, 2010.

However, in the event that these occur, the management of Itaúsa performs monitoring of the auditor’s notes and

action plans.


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10.7. Should the issuer have made a public offering of securities, the executive officers should comment on: a. How the funds arising from the offering were used:

There was no public offering of securities.

b. If there were relevant differences between the effective investment of funds and investment proposals disclosed in the prospectus of this offering:

None.

c. If there were differences, the reasons for such differences:

None.

10.8. Executive officers should describe the relevant items that are non-evidenced in the issuer’s financial statements, describing: a. Assets and liabilities directly or indirectly held by the issuer that are not presented in its balance sheet (off-balance sheet items), such as:

I - Operating leases, assets and liabilities II - Written-off portfolios of receivables for which the entity bears the risks and responsibilities, indicating the related liabilities III - Agreements for the future purchase and sale of products or services IV - Agreements for construction in progress V - Agreements for the future receipt of financing There are no relevant items which have not been duly and properly disclosed in Itaúsa’s financial statements and

the notes thereto. b. Other items that are not presented in the financial statements:

None.


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10.9. With respect to each of the items that are not presented in the financial statements indicated in item 10.8, executive officers should comment on: a. How these items change or may change the recorded amounts of revenue, expenses, operating income and expenses, financial expenses or other items of the issuer’s financial statements:

None.

b. The nature and purpose of the operation:

None.

c. The nature and amounts of the liabilities assumed and rights generated in favor of the issuer as a result of the operation:

None.

10.10. Executive officers should indicate and comment on the main elements of the issuer’s business plan, describing, in particular, the following topics: a. Investments, including:

I - Quantitative and qualitative descriptions of the investments in progress and the expected investments II - Sources of investment financing III - Relevant divestitures in progress and expected divestitures

Itaúsa is always considering opportunities to expand its operations in the industrial and financial services

segments. However, should new opportunities arise, even at attractive prices, they will be carefully analyzed based on the risks involved, especially in view of the business being evaluated, its market and the country in which it is located.

b. Provided that it has already been disclosed, indicate the acquisition of plant, equipment, patents or other assets that are expected to have a material impact on the issuer’s production capacity: Itaúsa, as a holding company, did not make any acquisitions of plant, equipment, patents or other assets that

could influence its production capacity, and does not take part directly in the business plans of its main directly and indirectly subsidiaries and jointly-controlled entities. c. New products and services, indicating:

I - Description of the research in progress that has already been disclosed II - Total amounts spent by the Issuer on research for the development of new products and services III - Projects in progress that have already been disclosed IV - Total amounts spent by the Issuer in the development of new products and services Because the Issuer is a holding company, there are no new products or services in the business plan of Itaúsa.

10.11. Comment on other factors that have significantly affected operating performance and that were not identified or commented on in the other items in this section:

All of the factors that have significantly affected the performance of Itaúsa have already been commented on in

the other items of this section.


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ITEM 11 - PROJECTIONS 11.1 Projections should identify: a) The subject matter of the projection

Not applicable. b) The period projected and period for which the projection is valid

Not applicable. c) The assumptions of the projection, indicating which ones may be influenced by the Issuer’s management and which are beyond its control

Not applicable. d) The amounts of the indicators that are the subject matter of the projection

Not applicable. 11.2 Should the Issuer have disclosed, for the past three years, projections for the evolution of its indicators: a) State which are being replaced by new projections included in the form and which are being repeated in the form

Not applicable. b) Regarding the projections related to periods that have already elapsed, compare the data projected with the effective performance of the indicators, clearly presenting the reason for any differences in projections

Not applicable. c) Regarding the projections related to current periods, state whether the projections are still valid on the date the form is delivered and, when applicable, explain why they were abandoned or replaced

Not applicable.


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ITEM 12 - ASSEMBLEIA GERAL E ADMINISTRAÇÃO 12.1 Describe the Issuer’s administrative structure, as established in its Bylaws and internal rules, identifying: a) The functions of each body and committee a.1 Board of Directors

The Board of Directors, which is a decision-making body, is mandatory in a publicly-held company. It is incumbent upon the Board of Directors:

I) To establish the general guidelines of the Issuer

II) To elect and remove from office the Issuer’s executives and establish their duties, pursuant to the Bylaws

III) To supervise the management of the executives, inspect at any time, the Issuer’s books and documents, request information on contracts already entered into or to be entered into, and any other acts

IV) To call Stockholders’ Meetings at least 15 days in advance, the number of days being counted from the publication of the first call

V) To express an opinion on the management report and the Executive Board’s accounts

VI) To appoint and dismiss independent auditors

VII) To resolve on the establishment of committees to address specific issues within the scope of the Board of Directors

VIII) To determine the distribution of dividends, pursuant to the Issuer’s Bylaws and subject to the approval of the Shareholders’ Meeting

IX) To resolve on the payment of interest on capital

X) To resolve on the conversion of common shares into preferred shares pursuant to the Issuer’s Bylaws. XI) To resolve on the issue of shares within the limit of the authorized capital, according to the provisions.

The Board of Directors will be composed of natural persons, shareholders or not, elected by the Shareholders'

Meeting, and it will have one Chairman and from one to three Vice-Chairmen chosen by the members from among their peers.

The Board of Directors will have a minimum of three and a maximum of 12 effective members. Within these limits, it is incumbent upon the Shareholders’ Meeting, which elects the Board of Directors, to initially establish the number of members that will make up this body for each mandate. The same Shareholders’ Meeting will elect: (i) one alternate member for the Director who represents the minority shareholders, if elected, (ii) one alternate member for the Director who represents the preferred shareholders, if elected, and (iii) two alternate members for the Director elected by the controlling shareholders who, at the discretion of the Board of Directors, may be called to replace an absent effective member.

The mandate of the members of the Board of Directors is one year as from the date of election by the

Shareholders’ Meeting, extendable until they are replaced.


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a.2 Executive Board

The management and representation of the Issuer will be incumbent upon the Executive Board, elected by the Board of Directors within up to ten business days after the date of the Shareholders' Meeting that elects the Board of Directors.

The Executive Board will also have the power to agree upon or waive rights, regardless of an authorization of the Board of Directors, to encumber and sell corporate property, including permanent assets, provide guarantees for third parties’ liabilities and resolve on the issue of promissory notes and bonds overseas, such as commercial paper, Euro notes, Eurobonds, notes, bonds and others, as well as the issue of commercial paper for public placement in the Brazilian market pursuant to the terms of CVM Instructions No. 134/90 and No. 155/91 and subsequent legislation.

The Executive Board will be made up of three to 15 members, encompassing the positions of CEO, General

Manager, Managing Vice-Presidents and Executive Directors, as established by the Board of Directors when appointing to these offices.

The members of the Executive Board shall hold their offices for one year, being eligible for reelection, and will remain in their positions until they are replaced. a.3 Ethics, Disclosure and Trading Committee

The Disclosure and Trading Committee originated from the unification, in 2006, of our disclosure committee and trading committee that were created in July 2002, and its main duty is to manage our disclosure and trading policies. In December 2011, with the approval of the Issuer’s Code of Ethics, this committee started to be called the Ethics, Disclosure and Trading Committee.

It is incumbent upon this Committee: (i) to advise the Investor Relations Officer, (ii) to continuously assess the guidelines and procedures that must be observed for the disclosure of a material act or fact and in the maintenance of confidentiality and currency of this information and propose any relevant changes, (iii) to resolve on questions about the interpretation of its documents, (iv) to establish the actions required for their disclosure and dissemination, including to the Issuer’s employees, (v) to review and approve, with the participation of at least two members of this Committee, one of which must necessarily be the Investor Relations Officer, the information disclosed to the market before it is published, (vi) to regulate adherence, (vii) to investigate and adjudicate on cases of violation, (viii) to acknowledge official questioning by regulatory and self-regulatory bodies and prepare responses, and (ix) to propose solutions for cases not covered by law and exceptional cases.

In addition to the Investor Relations Officer, the Ethics, Disclosure and Trading Committee will be made up of two to ten people annually appointed by the Board of Directors from among the members of that Board and the Executive Boards of the Issuer and its subsidiaries, and it will meet whenever convened by the Investor Relations Officer. a.4 Fiscal Council

The Issuer has a Fiscal Council that operates on a non-permanent basis, composed of three to five effective members and an equal number of alternative members. The election, establishment and operation of the Fiscal Council will meet the provisions of Articles 161 and 165 of Law No. 6,404/76.

The Fiscal Council may or may not be annually established by the Shareholder's Meeting and it is incumbent upon the Fiscal Council to inspect management members’ acts, examine the financial statements and express an opinion on management’s annual report.

Established in 1995, the Issuer’s Fiscal Council comprises three professionals who are independent, one of whom is elected by the preferred shareholders. b) Date of the establishment of the Fiscal Council, if not permanent, and of the creation of committees

- Fiscal Council: April 30, 2013 (the Fiscal Council has been in existence without interruption, since May 9, 1995) - Ethics, Disclosure and Trading Committee: April 29, 2005

c) Mechanisms for assessing the performance of each body or committee


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The Issuer’s bodies and committees are assessed based on the Issuer’s financial performance. Additionally, management members are individually assessed for compensation purposes, pursuant to Item “e”

below. d) With respect to the members of the executive board, their individual duties and powers

The CEO is responsible for convening and chairing the meetings of the Executive Board, and coordinating its actions.

The General Manager is responsible for structuring and guiding all of the company’s services and establishing internal and operational rules, in accordance with the guidelines set by the Board of Directors.

The Managing Vice-Presidents and Executive Directors collaborate with the CEO and General Manager in the management of business and conduction of corporate services.

The composition of the Executive Board is as follows:

CEO

Alfredo Egydio Arruda Villela Filho

Managing Vice-Presidents

Henri Penchas

Roberto Egydio Setubal e) Mechanisms for evaluating the performance of the members of the board of directors, committees and executive board

The mechanisms for evaluating management members comprise the following performance indicators: financial, processes, customer satisfaction, people management and targets that are cross-referenced with other departments of the Issuer and/or with the major companies controlled by it. 12.2 Describe the rules, policies and practices related to Shareholders’ Meetings, indicating: a) Call notice terms

According to the Article 124, Item II of the Brazilian Corporate Law, the term for the first call is 15 days before the date of the meeting, and for the second call eight days. b) Duties

The duties of the Shareholders’ Meeting are established by the Brazilian Corporate Law. c) Addresses (street or electronic) where the documents related to the Shareholders’ Meeting will be available to shareholders for analysis

The documents to be analyzed at the Shareholders’ Meetings are available in the Issuer’s headquarters, located at Praça Alfredo de Souza Aranha No. 100, Torre Olavo Setubal, São Paulo, as well as on its investor relations website (www.itausa.com.br).

Shareholders may also request a copy of such documents through the following e-mail address:

[email protected]; or consult such documents on the websites of the Brazilian Securities and Exchange Commission (www.cvm.gov.br) and BM&FBOVESPA (www.bmfbovespa.com.br). d) Identification and management of conflicts of interest

According to paragraphs 1, 2 and 4 of Article 115 of Brazilian Corporate Law, shareholders cannot vote in meetings that are intended to resolve on an appraisal report of assets that contributed to the capital, approve their accounts as management members or any other resolution that could benefit them, under penalty of (i) the resolution being cancelled, (ii) taking responsibility for damage inflicted, and (iii) being required to transfer to the Company the advantages obtained.


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e) Requests for proxies by management for the exercise of voting rights

There have been no requests for the use of proxies by management for the exercise of voting rights over the past three years. f) Formalities necessary for accepting proxy instruments granted by shareholders, indicating whether the Issuer accepts proxies granted by shareholders by electronic means

The shareholders can be represented at the Shareholders’ Meetings by a proxy, under the provisions of Article 126 of Brazilian Corporate Law.

In order to facilitate the work, the Issuer suggests that the shareholders represented by the proxy send, at least 48 hours before the meeting, a copy of the following documents:

a) Companies – certified copy of the Bylaws of the company the member represents, evidence of the election of management members and corresponding notarized proxy.

b) Individuals – the corresponding proxy with a notarized signature.

These documents may be also sent by mail or courier to: Centro Empresarial Itaú Unibanco, Superintendência

de Assuntos Corporativos, Praça Alfredo Egydio de Souza Aranha, 100 - Parque Jabaquara, São Paulo, SP, Brazil, CEP 04344-902, or by facsimile to +55 11 3179-7939, or to the e-mail [email protected].

At the Shareholders’ Meeting, the shareholder or proxy is required to show an identification document. The Issuer does not have a system for accepting proxy by electronic means yet.

g) Maintenance of forums and pages on the internet designed for receiving and sharing comments of shareholders on the meetings’ agendas

The Issuer does not maintain forums and pages on the internet designed for receiving and sharing comments of shareholders on the meetings’ agendas. h) Live broadcast of the meetings via video or audio

The Issuer does not have a system for live broadcasting of video and/or audio of shareholders’ meetings. i) Mechanisms designed to allow for the inclusion of proposals made by shareholders in the agenda

Shareholders can contact the Issuer through the investor relations website (www.itausa.com.br).


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12.3. In a table, please state the dates and newspapers of the publication of:

Fiscal Year Publication Newspaper - State Dates

12.31.2012 Financial Statements Diário Oficial do Estado (Official

Gazette) – State of São Paulo 03.22.2013

Valor Econômico – State of São Paulo 03.22.2013

Call for the OGM that analyzes the Financial Statements

Diário Oficial do Estado (Official Gazette) – State of São Paulo 04.13.2013

04.16.2013

04.17.2013


04.16.2013

04.17.2013

Minutes of the OGM that analyzes the Financial Statements








04.12.2012

04.13.2012


04.12.2012

04.13.2012









04.15.2011

04.16.2011


04.15.2011

04.18.2011



Valor Econômico – State of São Paulo 06.08.2011 12.4. Describe the rules, policies and practices related to the Board of Directors, indicating: a) The frequency of meetings

The Board of Directors will meet whenever necessary. In 2012, the Board of Directors met ten times.

b) If applicable, the provisions in the shareholders’ agreement that place restrictions or conditions on the exercise of the voting rights of directors

The shareholders’ agreement of Itaúsa (“Itaúsa Shareholders’ Agreement”): there is no provision in this regard.


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The shareholders’ agreement of ESA (“ESA Shareholders’ Agreement”): certain matters related to Itaúsa’s main

strategic points must be determined in advance at the meeting of Itaúsa’s controlling shareholders (the Villela and Setubal families). The ESA Shareholders' Agreement provides that the members of the Board of Directors of Itaúsa indicated by its controlling shareholders should vote with respect to these strategic points in a uniform manner and in accordance with the resolution made at the meeting of the controlling shareholders of Itaúsa.

c) The rules for identifying and managing conflicts of interest

The members of the Board of Directors may not participate in resolutions on matters where their interests are in

conflict with those of the Issuer. The Issuer, however, is a holding company that has controlling interests in many operating subsidiaries, which have their own rules for identifying and managing conflicts of interest. 12.5 If applicable, please describe the commitment clause contained in the Bylaws for settling conflicts between shareholders and between shareholders and the Issuer by means of arbitration

No commitment clause is contained in the Bylaws for settling conflicts between shareholders and between shareholders and the Issuer by means of arbitration. 12.6 and 12.7 - With respect to each member of the issuer’s Board of Directors and Fiscal Council members, please find below the following information: Members of the Board Of Directors

Name Henri Penchas

Age 68

Profession Engineer

Individual Taxpayer’s Registry (CPF) or passport No.

061.738.378-20

Elective office held Executive Vice President/Superintendent

Date of election 05.05.2014

Date of investiture 05.05.2014

Term of office Annual

Other offices or functions held at the issuer Director of investor relations and Member of the Ethics Committee, disclosure and negotiation

Elected by the controlling stockholder No

Name Roberto Egydio Setubal

Age 59

Profession Engineer


007.739.228-52

Elective office held Executive Vice President/Superintendent




Other offices or functions held at the issuer None

Elected by the controlling stockholder NO


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Name Alfredo Egydio Arruda Villela Filho

Age 44

Profession Engineer


066.530.838-88

Elective office held Effective Member of the Board of Directors




Other offices or functions held at the issuer CEO Vice-Chairman of the Board of Directors

Elected by the controlling stockholder Yes

Name Alfredo Egydio Setubal

Age 55

Profession Business Administrator


014.414.218-07





Other offices or functions held at the issuer Member of the Ethics, Disclosure and Trading Committee


Name Carlos da Camara Pestana

Age 82

Profession Lawyer


401.016.577-49

Elective office held Chairman of the Board of Directors






Name José Sérgio Gabrielli de Azevedo

Age 64

Profession Economist


042.750.395-72

Elective office held Independent Effective Member of the Board of Directors





Elected by the controlling stockholder No.


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Name Paulo Setubal Neto

Age 64

Profession Engineer


638.097.888-72







Name Rodolfo Villela Marino

Age 38



271.943.018-81







Name Ricardo Egydio Setubal

Age 51

Profession Lawyer


033.033.518-99

Elective office held Alternate Member of the Board of Directors






Name Ricardo Villela Marino

Age 40

Profession Engineer


252.398.288-90

Elective office held Alternate Member of the Board of Directors







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Members of the Fiscal Council

Name Flavio César Maia Luz

Age Civil Engineer

Profession 62


636.622.138-34

Elective office held Effective Member of the Fiscal Council






Name Helena Kerr do Amaral

Age 58



007.675.698-06







Name José Carlos de Brito e Cunha

Age 62

Profession Accountant and Business Administrator


286.405.947-91







Name Paulo Ricardo Moraes Amaral

Age 72

Profession Engineer


008.036.429-49








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Name Tereza Cristina Grossi Togni

Age 65

Profession Business Administrator and Bachelor in Accounting


163.170.686-15

Elective office held Chairman of the Supervisory Board elected by the controller






Name Felício Cintra do Prado Júnior

Age 59

Profession Engineer


898.043.258-53

Elective office held Alternate Member of the Fiscal Council






Name Luciana Menegassi Leocadio Silvestrini

Age 36

Profession Bachelor in Economics


079.600.717-99







Name João Costa

Age 63

Profession Economist


476.511.728-68








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Name José Roberto Brant de Carvalho

Age 85

Profession Retired Bank Clerk


038.679.008-68







Name Luiz Antonio Careli

Age 63

Profession Teaching Degree in Mathematics, Physics and Geometry


585.728.488-00







12.8 - With respect to the members of the Board of Directors and Fiscal Council, please provide the following: a) Curriculum vitae, containing the following information: I - Main professional experience for the past five years, indicating:

• Company name • Position and functions inherent to the position • Main activity of the company in which these functions were performed, mentioning the companies or organizations that are part of the economic group of (i) the issuer, or (ii) direct or indirect stockholders with an interest equal to or higher than 5% in a same class or type of the issuer’s securities

MEMBERS OF THE BOARD OF DIRECTORS: Name: HENRI PENCHAS Professional experience: Itaúsa - Investimentos Itaú S.A.: Executive Vice-President since April 2009; Executive Director from December 1984 to April 2008; Investor Relations Officer and Member of the Ethics, Disclosure and Trading Committee from 1995 to April 2008 and since April 2009; Member of Investment Polices and Accounting Polices Committees from August 2008 to April de 2011. Main activity of the company: Holding company. Itaú Unibanco Holding S.A.: Member of the Board of Directors since March 2003 (non-executive director) and of the International Advisory Board from March 2003 to April 2009; Senior Vice-President from March 2003 to May 2008. Member of the Compensation Committee since February 2011; Member of the Strategy and of the Appointments and Corporate Governance Committees since June 2009; Member of the Disclosure and Trading Committee from May 2005 to April 2009; and Member of the Capital and Risk Management Committee and Accounting Policies Committee from May 2008 to April 2009. Main activity of the company: Holding company.


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Itaú Unibanco S.A.: Member of the Board of Directors from April 1997 to March 2003; Senior Vice-Chairman from April 1997 to April 2008; Executive Vice-Chairman from April 1993 to March 1997, Executive Director from 1988 to 1993 in charge of the Economic Control Area. Main activity of the company: Multiple-service bank, with commercial portfolio. Banco Itaú BBA S.A.: Member of the Board of Directors since February 2003; Vice-Chairman of the Board of Directors from February 2003 to April 2009. Main activity of the company: Multiple bank, with investment portfolio. Duratex S.A.: Chief Executive Officer since August 2009 and General Director from April to August 2009; Member of the Disclosure and Trading Committee since December 2009. Main activity of the company: Manufacturing, sale, import, and export of wood byproducts, bathroom fittings, and ceramics and plastic materials. Academic Background: Bachelor´s degree in Mechanical Engineering from Universidade Mackenzie in 1968 and postgraduate degree in Finance from Fundação Getulio Vargas. II -Indication of all management positions he holds or has held in publicly held companies: Itaúsa – Investimentos Itaú S.A., Itaú Unibanco Holding S.A., Itaú Unibanco S.A., and Duratex S.A., in the positions specified above. b) Description of any of the following events that may have taken place over the last five years: I - Any criminal conviction- NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him for the performance of any professional or commercial activity – NO Name: ROBERTO EGYDIO SETUBAL Professional experience: Itaúsa – Investimentos Itaú S.A.: Executive Vice-Chairman since May 1994; Chairman of the Accounting Policies Committee from August 2008 to April 2011. Main activity of the company: Holding company. Itaú Unibanco Holding S.A.: Vice-Chairman of the Board of Directors (executive director), Chief Executive Officer since March 2003, Chairman of the International Advisory Board from March 2003 to April 2009; Member of the Strategy and Personnel Committees since June 2009; Member of the Capital and Risk Management Committee since May 2008; Member of the Appointments and Compensation Committee from May 2005 to April 2009; and Member of the Accounting Policies Committee from May 2008 to April 2009. Main activity of the company: Holding company. Itaú Unibanco S.A.: Chief Executive Officer since April 1994; General Manager since August 1990; Member of the Board of Directors from April 1995 to March 2003 Main activity of the company: Multiple-service bank, with commercial portfolio. Banco Itaú BBA S.A.: Chairman of the Board of Directors since February 2003. Main activity of the company: Multiple bank, with investment portfolio. Unibanco – União de Bancos Brasileiros S.A.: C.E.O. from November 2008 to April 2010. Main activity of the company: Multiple-service bank. Itauseg Participações S.A.: Chairman of the Board of Directors since July 2005; Chief Executive Officer from March 2005 to July 2008 Main activity of the company: Holding company. Other: President of the Brazilian Federation of Banks (FENABAN) and Brazilian Federation of Bank Associations (FEBRABAN) from April 1997 to March 2000 and currently President of the Advisory Board of the Brazilian Federation of Bank Associations (FEBRABAN); Member of the Board of the International Monetary Conference since 1994 and in 2010 he was elected President of the Institution; Member of the International Advisory Committee of The Federal Reserve Bank of New York since 2002; Member of the Trilateral Commission and International Board of the New York Stock Exchange – NYSE since April 2000; Member of the China Development Forum since 2010.


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Academic Background: Bachelor’s degree in Production Engineering from Escola Politécnica of Universidade de São Paulo, in 1977, and a Master’s degree in Science Engineering from Stanford University, in 1979. II -Indication of all management positions he holds or has held in publicly held companies: Itaúsa – Investimentos Itaú S.A., Itaú Unibanco Holding S.A., Itaú Unibanco S.A., Unibanco – União de Bancos Brasileiros S.A. and Itauseg Participações S.A., in the positions specified above. b) Description of any of the following events that may have taken place over the last five years: I - Any criminal conviction- NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him for the performance of any professional or commercial activity – NO Name: ALFREDO EGYDIO ARRUDA VILLELA FILHO Professional Experience: Itaúsa – Investimentos Itaú S.A. (Executive Member): Member of the Board of Directors since August 1995 and Vice-Chairman since May 2011; Chief Executive Officer since September 2009; Chairman of the Ethics, Disclosure and Trading Committee since April 2005, Chairman of the Investment Policies Committee and Member of the Accounting Policies Committee from August 2008 to April 2011. Main activity of the company: Holding company. Itaú Unibanco Holding S.A.: Vice-Chairman of the Board of Directors since March 2003; Member of the Disclosure and Trading Committee since May 2005; Member of the Nomination and Corporate Governance Committee since June 2009, Member of the Compensation Committee since February 2011, and of the Accounting Policies Committee from May 2008 to April 2009. Main activity of the company: Holding company. Itaú Unibanco S.A.: Vice-Chairman of the Board of Directors from 2001 to March 2003. Main activity of the company: Multiple-service banking, with commercial portfolio. Duratex S.A. (current corporate name of Satipel Industrial S.A.): Vice-Chairman of the Board of Directors since 2009; Member of the Personnel, Nomination and Corporate Governance Committee since November 2009. Main activity of the company: Manufacture, sale, import, and export of wood byproducts, bathroom fittings, and ceramics and plastic materials. Duratex S.A. (merged into Satipel Industrial S.A.): Vice-Chairman of the Board of Directors from 2008 to 2009 and Member of the Board of Directors from 1996 to 2008. Main activity of the company: Manufacture, sale, import, and export of wood byproducts, bathroom fittings, and ceramics and plastic materials. Elekeiroz S.A.: Member of the Board of Directors from April 2004 to April 2010, Chairman of the Board of Directors from April 2009 to November 2009 and Vice-Chairman from April 2004 to April 2009 and from November 2009 to April 2010. Main activity of the company: Manufacture of intermediaries for plasticizers, resins and fibers. Itautec S.A. – Itautec Group: Member of the Board of Directors since April 1997, Vice-Chairman of the Board of Directors since January 2010, Chairman of the Board of Directors from April 2009 to January 2010 and Vice-Chairman from April 1997 to April 2009. Main activity of the company: Investment in other companies in Brazil and abroad, particular in those engaged in the manufacture and sale of banking and commercial automation equipment and provision of services. Academic background: Bachelor’s degree in Mechanical Engineering from the Mauá Engineering School of the Instituto Mauá de Tecnologia (IMT), in 1992, and Postgraduate degree in Business Administration from Fundação Getúlio Vargas. II - Indication of all management positions he holds or has held in publicly held companies: Itaúsa – Investimentos Itaú S.A., Itaú Unibanco Holding S.A., Itaú Unibanco S.A., Duratex S.A., Elekeiroz S.A. and Itautec S.A. in the positions specified above. b) Description of any of the following events that may have taken place over the last five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him from the performance of any professional or commercial activity - NO


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Name: ALFREDO EGYDIO SETUBAL Professional Experience: Itaúsa – Investimentos Itaú S.A. (Non-Executive Member): Vice-Chairman of the Board of Directors since September 2008; Member of the Ethics, Disclosure and Trading Committee since May 2009; Member of the Investment Policies Committee from August 2008 to April 2008 to April 2011. Main activity of the company: Holding company. Itaú Unibanco Holding S.A.: Member of the Board of Directors since April 2007; Managing Vice-President and Investor Relations Officer since March 2003; Chairman of the Disclosure and Trading Committee since April 2005; Member of the Nomination and Corporate Governance Committee since June 2009; Member of the Accounting Policies Committee from May 2008 to April 2009. Main activity of the company: Financial holding. Investimentos Bemge S.A.: Chairman of the Board of Directors from April 2008 to April 2013. Main activity of the company: Holding company of non-financial institutions. Itaú Unibanco S.A.: Managing Vice-President since March 1996; Investor Relations Officer from 1995 to 2003; Executive Officer from 1993 to 1996; Managing Director from 1988 to 1993. Main activity of the company: Multiple-service banking, with commercial portfolio. Other: National Association of Investment Banks – ANBID: Vice-President from 1994 to August 2003 and President from August 2003 to August 2008; Association of Broker-Dealers – ADEVAL: Member of the Advisory Board since 1993; Brazilian Association of Publicly-Held Companies – ABRASCA: Member of the Management Board since 1999; Brazilian Institute of Investors Relations – IBRI: Member of the Board of Directors from 1999 to 2009; President of the Superior Guidance, Nomination and Ethics Committee since 2009; São Paulo Museum of Modern Art – MAM: Financial Officer since 1992. Academic background: Bachelor’s degree in 1980 and Postgraduate degree in Business Administration from Fundação Getulio Vargas, with specialization course at INSEAD (France). II - Indication of all management positions he holds or has held in publicly held companies: Itaúsa – Investimentos Itaú S.A., Itaú Unibanco Holding S.A., Itaú Unibanco S.A. and Investimentos Bemge S.A. in the positions specified above. b) Description of any of the following events that may have taken place over the last five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him from the performance of any professional or commercial activity - NO Name: CARLOS DA CAMARA PESTANA Professional Experience: Itaúsa – Investimentos Itaú S.A. (Non-Executive Member): Chairman of the Board of Directors since May 2011; Vice-Chairman of the Board of Directors from December 2008 to April 2011. Main activity of the company: Holding company. Itaú Unibanco Holding S.A.: Member of the Board of Directors from March 2003 to November 2008; Chairman of the Board of Directors from September to November 2008; Member of the International Advisory Board from March 2003 to April 2009; Chairman of the Audit Committee from April 2004 to September 2008; Member of the Nomination and Compensation Committee from May 2005 to April 2009 and Chairman of the Nomination and Compensation Committee from September 2008 to April 2009. Main activity of the company: Financial holding. Itaú Unibanco S.A.: Member of the Board of Directors from October 1986 to March 2003; Chief Executive Officer from July 1990 to March 1994; Managing Vice-President from November 1986 to June 1990. Main activity of the company: Multiple-service banking, with commercial portfolio. Academic background: Bachelor’s degree in Law from Faculdade de Direito Universidade Clássica de Lisboa, 1955.


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II - Indication of all management positions he holds or has held in publicly-held companies Itaúsa – Investimentos Itaú S.A., Itaú Unibanco Holding S.A. and Itaú Unibanco S.A., in the positions specified above. b) Description of any of the following events that may have taken place over the last five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him from the performance of any professional or commercial activity - NO Name: JOSÉ SÉRGIO GABRIELLI DE AZEVEDO Professional Experience: Itaúsa – Investimentos Itaú S.A. (Independent Member): Member of the Board of Directors since May 2011. Main activity of the company: Holding company. Government of the State of Bahia Planning Secretary of the Government of the State of Bahia since March 2012. Petróleo Brasileiro S.A. – Petrobras: Chief Executive Officer and Member of the Board of Directors from July 2005 to February 2012, Financial and Investor Relations Officer from February 2003 to July 2005. Petrobras Distribuidora S.A., Petrobras Transporte S.A. Transpetro, Petrobras Química S.A. Petroquisa and Petrobras Gás S.A. Gaspetro: Chairman of the Board of Directors from July 2005 to February 2012. Other: Full Professor of Macroeconomics (Teaching Degree) of the Economics Department of Universidade Federal da Bahia. Academic background: Bachelor’s degree in Economics from Universidade Federal da Bahia in 1971, Master’s degree in Economics from the same university in 1975 and Postgraduate degree in Economics from Boston University in 1987. II - Indication of all management positions he holds or has held in publicly-held companies Itaúsa – Investimentos Itaú S.A. and Petrobrás in the positions specified above. b) Description of any of the following events that may have taken place over the last five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him from the performance of any professional or commercial activity - NO Name: PAULO SETUBAL NETO Professional Experience: Itaúsa – Investimentos Itaú S.A. (Non-Executive Member): Member of the Board of Directors since 1999; Managing Vice-President from 1991 to 1999; Executive Officer from 1987 to 1991; Member of the Ethics, Disclosure and Trading Committee from April 2005 to April 2009. Main activity of the company: Holding company. Duratex S.A.: Member of the Board of Directors since December 1990 and Vice-Chairman of the Board of Directors from April 2001 to April 2009; Chief Executive Officer from January 1991 to April 2009. Main activity of the company: Manufacture, sale, import, and export of wood byproducts, bathroom fittings, and ceramics and plastic materials. Elekeiroz S.A.: Member of the Board of Directors since 1986; Chief Executive Officer from March 1993 to April 2009. Main activity of the company: Manufacture of intermediates for plasticizers, resins and fibers. Itautec S.A.: Alternate Member of the Board of Directors since 1997; Chief Executive Officer from 1997 to April 2009. Main activity of the company: Investment in other companies in Brazil and abroad, particular in those engaged in the manufacture and sale of banking and commercial automation equipment and provision of services. Academic background: Bachelor’s degree in Industrial Electric Engineer - specialization in electronics, from the School of Industrial Engineering (1967/1971) of the Pontifícia Universidade Católica de São Paulo; Master’s degree in Finance from Faculdade Getúlio Vargas in 1974.


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II - Indication of all management positions he holds or has held in publicly-held companies Itaúsa – Investimentos Itaú S.A., Duratex S.A., Elekeiroz S.A. and Itautec S.A. in the positions specified above. b) Description of any of the following events that may have taken place over the last five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him from the performance of any professional or commercial activity - NO Name: RODOLFO VILLELA MARINO Professional Experience: Itaúsa – Investimentos Itaú S.A. (Non-Executive Member): Effective Member of the Board of Directors since April 2011; Alternate Member of the Board of Directors from April 2009 to April 2011; Member of the Ethics, Disclosure and Trading Committee since May 2009, Member of the Investment Policies Committee from August 2008 to April 2011. Main activity of the company: Holding company. Duratex S.A.: Member of the Board of Directors since April 2008; Member of the Personnel, Nomination and Corporate Governance Committee, Sustainability Committee, and Audit and Risk Management Committee since November 2009 and Member of the Disclosure and Trading Committee from November 2009 to April 2010, from May 2011 to April 2012 and since April 2013. Main activity of the company: Manufacture, sale, import, and export of wood byproducts, bathroom fittings, and ceramics and plastic materials. Elekeiroz S.A.: Member of the Board of Directors since April 2008 and Chairman of the Board of Directors since April 2010; Member of Audit and Risk Management Committee, Strategy and Innovation Committee, Disclosure Committee and Personnel and Corporate Governance Committee since December 2010, in the latter as Coordinator. Main activity of the company: Manufacture of intermediates for plasticizers, resins and fibers. Itautec S.A.: Member of the Board of Directors since April 2008; Member of the Personnel and Corporate Governance Committee since April 2012, of the Strategy Committee since September 2010 and of the Audit and Risk Management Committee from September 2010 to April 2012. Main activity of the company: Investment in other companies in Brazil and abroad, particular in those engaged in the manufacture and sale of banking and commercial automation equipment and provision of services. Academic background: Bachelor’s degree in Business Administration from Fundação Getúlio Vargas. Master’s degree in Development Studies and Economics and Philosophy from the London School of Economics (LSE) and in Political Science. II - Indication of all management positions he holds or has held in publicly-held companies Itaúsa – Investimentos Itaú S.A., Duratex S.A., Elekeiroz S.A. and Itautec S.A. in the positions specified above. b) Description of any of the following events that may have taken place over the last five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him from the performance of any professional or commercial activity - NO Name: RICARDO EGYDIO SETUBAL Professional Experience: Itaúsa – Investimentos Itaú S.A.(Non-Executive Member): Alternate Member of the Board of Directors since April 2009; Member of the Ethics, Disclosure and Trading Committee since May 2009 and of the Investment Policies Committee from August 2008 to April 2011. Main activity of the company: Holding company. Duratex S.A.: Member of the Board of Directors since April 2008 and Vice-Chairman of the Board of Directors since April 2009; Member of the Personnel, Nomination and Corporate Governance Committee and of the Audit and Risk


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Management Committee since November 2009; Member of the Disclosure and Trading Committee from April 2010 to May 2011 and from April 2012 to April 2013. Main activity of the company: Manufacture, sale, import, and export of wood byproducts, bathroom fittings, and ceramics and plastic materials. Elekeiroz S.A.: Effective Member of the Board of Directors since April 2011; Alternate Member of the Board of Directors from April 2009 to April 2011; Member of the Audit and Risk Management Committee since June 2013; Member Strategy and Innovation Committee since December 2010; Member of the Personnel and Corporate Governance Committee from December 2010 to June 2013; Member of the Disclosure Committee from December 2010 to August 20011 and Executive Vice-President of the Environmental, Social and Cultural Sustainability Committee from October 2007 to April 2009. Main activity of the company: Manufacture of intermediates for plasticizers, resins and fibers. Itautec S.A.: Member of the Board of Directors since February 2010; Member of the Audit and Risk Management Committee and of the Disclosure Committee since September 2010; Member of the Personnel and Corporate Governance Committee from September 2010 to April 2013; Member of the Strategy Committee from May 2011 to March 2012; Alternate Member of the Board of Directors from April 1009 to January 2010; Member of the Board of Directors from April 2999 to April 2008 and Executive Managing Vice-President from April 1999 to January 2010. Main activity of the company: Investment in other companies in Brazil and abroad, particular in those engaged in the manufacture and sale of banking and commercial automation equipment and provision of services. IBGC – Instituto Brasileiro de Governança Corporativa (Brazilian Institute of Corporate Governance) Member of the Board of Directors for the 2014 to 2016 term of office. Academic background: Bachelor’s degree in Law from Universidade de São Paulo (USP) in 1988, Bachelor’s degree in Business Administration from Fundação Getúlio Vargas in 1984, and specialization (PMD 69) from Harvard University in 1995. II - Indication of all management positions he holds or has held in publicly-held companies Itaúsa – Investimentos Itaú S.A., Duratex S.A., Elekeiroz S.A. and Itautec S.A. in the positions specified above. b) Description of any of the following events that may have taken place over the last five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him from the performance of any professional or commercial activity - NO Name: RICARDO VILLELA MARINO Professional Experience: Itaúsa – Investimentos Itaú S.A. (Non-Executive Member): Alternate Member of the Board of Directors since April 2011; Member of the Investment Policies Committee from August 2008 to April 2011. Main activity of the company: holding Company. Itaú Unibanco Holding S.A.: Member of the Board of Directors since April 2008; Member of the Personnel Committee since June 2009; Member of the Capital and Risk Management Committee from May 2008 to April 2009. Main activity of the company: Financial holding. Itaú Unibanco S.A.: Managing Vice-President since April 2010; Executive Officer from September 2006 to April 2010; Senior Managing Director from April 2005 to August 2006; Managing Director from April 2004 to April 2005. Main activity of the company: Multiple-service banking, with commercial portfolio. Duratex S.A.: Alternate Member of the Board of Directors since April 2009. Main activity of the company: Manufacture, sale, import, and export of wood byproducts, bathroom fittings, and ceramics and plastic materials. Elekeiroz S.A.: Alternate Member of the Board of Directors since April 2009. Main activity of the company: Manufacture of intermediates for plasticizers, resins and fibers. Itautec S.A.: Alternate Member of the Board of Directors since April 2009. Main activity of the company: Investment in other companies in Brazil and abroad, particular in those engaged in the manufacture and sale of banking and commercial automation equipment and provision of services.


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Other: Federación Latino Americana de Bancos FELABAN: President from 2008 to 2010. Academic background: Bachelor’s degree in Mechanical Engineering from Escola Politécnica da Universidade de São Paulo in 1996, and Master’s degree in Business Administration from MIT Sloan School of Management, Cambridge, USA, in 2000. II - Indication of all management positions he holds or has held in publicly held companies: Itaúsa – Investimentos Itaú S.A., Itaú Unibanco Holding S.A., Duratex S.A., Elekeiroz S.A. and Itautec S.A. in the positions specified above. b) Description of any of the following events that may have taken place over the last five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him from the performance of any professional or commercial activity - NO MEMBERS OF THE FISCAL COUNCIL: Name: FLÁVIO CÉSAR MAIA LUZ Professional Experience: Duratex S.A.: Executive Vice-President and Executive Officer from 1990 to 1998. Main activity of the company: Manufacture, sale, import, and export of wood byproducts, bathroom fittings, and ceramics and plastic materials. Eletropaulo Metropolitana Eletricidade de São Paulo S.A.: Executive Officer and Vice-Chairman of the Board of Directors from 1999 to 2001. Main activity of the company: Electric energy distributor. Light Serviços de Eletricidade S.A.: Member of the Board of Directors from 1999 to 2001. Main activity of the company: Electric energy distributor. Ultrapar Participações S.A.: Chairman of the Fiscal Council since 2005. Main activity of the company: Holding company operating in the retail segment and in the segments of distribution of fuels, chemical and storage of liquid bulks. CTEEP – Cia. de Transmissão de Energia Elétrica Paulista: Member of the Fiscal Council since 2012. Main activity of the company: Operates in the electric energy sector. Senior Solution S.A.: Member of the Board of Directors since 2012. Main activity of the company: Development of systems aimed at meeting the needs of financial institutions. Doing Business Consultoria Empresarial Ltda.: Managing Partner since 2010. Main activity of the company: Business and corporate finance “boutique”. Cofra Latin America Ltda. – C&A Group: Financial and Corporate Vice-Chairman from 2001 to 2010. Main activity of the company: Investment holding in the retail segment and financial and real estate sectors in Latin America. Banco Ibi S.A. – C&A Group: Chief Executive Officer (2009). Main activity of the company: Multiple banking with authorization to operate with commercial, credit, financing and investment portfolios. SER Educacional S.A.: Independent member of the Board of Directors since 2010; Member of the Compensation, Audit and Financial committees. Main activity of the company: A conglomerate of higher education institutions in the Northeastern and Northern regions of Brazil. Academic background: Bachelor’s degree in Civil Engineering from Escola Politécnica da USP – Universidade de São Paulo (1973); Postgraduate degree in Business Administration and Applied Economics from FGV – Fundação Getúlio Vargas (1978 and 1981, respectively); specialization courses in Corporate Finance from Harvard Business School (1986), in Market Strategy from Stanford University (1990), in Negotiation Techniques from California University (2004) and in


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Mergers and Acquisitions from Wharton Business School (2007); Certified as a Member of the Fiscal Council and Board of Directors of IBGC – Instituto Brasileiro de Governança Corporativa (Brazilian Institute of Corporate Governance). II - Indication of all management positions he holds or has held in publicly held companies: Ultrapar Participações S.A., CTEEP – Cia. de Transmissão de Energia Elétrica Paulista, Senior Solution S.A., Eletropaulo S.A., Light Serviços de Eletricidade S.A., Duratex S.A. and Ser Educacional S.A., in the positions specified above. b) Description of any of the following events that may have taken place over the past five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him from the performance of any professional or commercial activity - NO Name: HELENA KERR DO AMARAL Professional Experience: Fundação Petrobras de Seguridade Social - PETROS: Executive Strategic Planning Manager since September 2011. Her experience as Public Manager spans for over 30 years, in which she held top management positions at the local, state and federal government levels. She was President of the National Public Administration School (ENAP) from 2003 to 2011, Public Management Secretary of the Administration Office of the Municipality of São Paulo from 2001 to 2002, and Officer of the Finance School of the Department of Finance of the State of São Paulo from 1999 to 2000. She was also Senior Planning and Management Technician of the Administrative Development Foundation (FUNDAP) of the government of the State of São Paulo from 1986 to 2011. Effective Member of the Fiscal Council of CPFL Energia S.A. since April 2013; Effective Member of the Board of Directors from April 2012 to April 2013; Member of the Board of Directors of AES Eletropaulo (2003 to 2011), of the Administration Board of the Special Industrial Financing Agency - FINAME/BNDES (2007 to 2011) and of the Board of Directors of FINEP (Funding Authority for Studies and Projects) (2003 to 2007) and of CTEEP – Cia. de Transmissão de Energia Elétrica Paulista (2004 to 2005). Academic background: Bachelor’s degree in Business Administration and Master’s degree in Public Administration and Urban Planning from Fundação Getúlio Vargas (EAESP/FGV), in 1978 and 1990, respectively. She took a specialization course in Public Sector Economics from George Washington University (USA) in 1996, and Human Resources Management from the Human Resources Agency of the Japanese Government (Tokyo) in 1999; Postgraduate degree in Economics from Instituto de Economia da Universidade Estadual de Campinas – UNICAMP, Certified as a Member of the Fiscal Council and Board of Directors of IBGC – Instituto Brasileiro de Governança Corporativa (Brazilian Institute of Corporate Governance). II - Indication of all management positions she holds or has held in publicly held companies: CPFL Energia S.A. and CTEEP- Cia. de Transmissão de Energia Elétrica Paulista, in the positions specified above. b) Description of any of the following events that may have taken place over the past five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified her for the performance of any professional or commercial activity - NO Name: JOSÉ CARLOS DE BRITO E CUNHA Professional Experience: Itaúsa – Investimentos Itaú S.A.: Effective member of the Fiscal Council since April 2012. Main activity of the company: Holding company. Jereissati Participações S.A.: Effective Member of the Board of Directors from April 2009 to June 2011. Main activity of the company: Holding of non-financial institutions and provision of economic, financial and tax advisory and consulting services.


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Bombril S.A.: Effective member of the Fiscal Council from April 2005 to April 2009; Alternate member of the Fiscal Council from April 2003 to April 2005. Main activity of the company: Manufacture of cleaning and polishing products. Banco do Brasil S.A.: Branch Manager from September 1991 to May 2004; Regional Superintendent from January 1999 to February 1999. Main activity of the company: Multiple-service banking, with commercial portfolio. Academic background: Bachelor’s degrees in Business Administration and Accounting from Universidade Católica de Petrópolis in 1974 and 1976, respectively; Continued education in Finance from PUC-RJ in 1997; M.B.A. in Administration from FGV-RJ in 1996; Postgraduate degree in Finance from PUC-RJ in 2000 and in Public Management from USP-SP in 2002; Certified as a Member of the Fiscal Council and Board of Directors of IBGC – Instituto Brasileiro de Governança Corporativa (Brazilian Institute of Corporate Governance). II - Indication of all management positions he holds or has held in publicly held companies: Itaúsa – Investimentos Itaú S.A., Jereissati Participações S.A. and Bombril S.A., in the positions specified above. b) Description of any of the following events that may have taken place over the past five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him for the performance of any professional or commercial activity - NO Name: PAULO RICARDO MORAES AMARAL Professional Experience: Itaúsa – Investimentos Itaú S.A.: Effective member of the Fiscal Council since April 2006. Alternate Member of the Fiscal Council from April 1995 to April 2006. Main activity of the company: Holding company. Duratex S.A.: Statutory Executive Officer from 1977 to 1992; Chairman of the Fiscal Council from April 1998 to August 2009. Main activity of the company: Manufacture, sale, import and export of wood byproducts, bathroom fittings, and ceramic and plastic materials. Other: PMV Consultoria Empresarial: General Officer and Partner since 1993. Universidade Mackenzie – latu sensu Postgraduate course in Corporate Law for three years (1999 to 2001): guest lecturer. Academic background: Bachelor’s degree in Mechanical Engineering from Faculdade de Engenharia Industrial (FEI), São Paulo in 1965; Postgraduate degree in Business Administration from Fundação Getúlio Vargas, São Paulo in 1970; Stanford Executive Program from Stanford Graduate School of Business, California, USA, in 1974; six-month specialization courses in Finance and Foreign Trade from Fundação Getúlio Vargas, São Paulo in 1976. II - Indication of all management positions he holds or has held in publicly held companies: Itaúsa – Investimentos Itaú S.A. and Duratex S.A., in the positions specified above. b) Description of any of the following events that may have taken place over the past five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him for the performance of any professional or commercial activity - NO Name: TEREZA CRISTINA GROSSI TOGNI Professional Experience: Itaúsa – Investimentos Itaú S.A.: Chairman of the Fiscal Council since April 2011. Main activity of the company: Holding company. Itautec S.A.: Coordinator of the Audit and Risk Management Committee since September 2010; Coordinator of the Disclosure Committee since May 2011.


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Main activity of the company: Manufacture and sale of banking and commercial automation equipment; computing and technology services. Duratex S.A.: Chairman of the Audit and Risk Management Committee since April and Expert since June 2012. Main activity of the company: Manufacture, sale, import and export of wood byproducts, bathroom fittings, and ceramic and plastic materials. Porto Seguro S.A.: Member of the Audit Committee from December 2009 to October 2011. Main activity of the company: Management of ownership interests (holding company). BM&FBOVESPA S.A.: Member of the Audit Committee since May 2009; Coordinator of the Audit Committee from May 2012 to April 2013. Main activity of the company: Management of organized markets of securities and derivatives. Itaú Unibanco Holding S.A.: Member of the Board of Directors from February 2004 to November 2008, Member of the Audit Committee from July 2004 to May 2010, of the Disclosure and Trading Committee from May 2005 to May 2010 and of the Accounting Policies Committee from May 2008 to April 2009. Main activity of the company: Financial holding. Banco Central do Brasil: Member of the Board of Directors and Inspection Office from April 2000 to March 2003; Advisor, Deputy Chief and Chief of the Inspection Department from February 1997 to March 2000, Inspector and Inspection Coordinator in Belo Horizonte from August 1984 to February 1997. Academic background: Bachelor’s degree in Business Administration and Accounting from Universidade Católica de Minas Gerais in 1977, and specialization courses in Switzerland and the United States. II - Indication of all management positions she holds or has held in publicly held companies: Itaúsa – Investimentos Itaú S.A., Duratex S.A., Itautec S.A., BM&FBOVESPA S.A., Itaú Unibanco Holding S.A. and Porto Seguro S.A., in the positions specified above. b) Description of any of the following events that may have taken place over the past five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified her for the performance of any professional or commercial activity - NO Name: FELÍCIO CINTRA DO PRADO JÚNIOR Professional Experience: Tecsis Tecnologia e Sistemas S.A.: Consultant, working as a member of the Executive Board from August 2012 to May 2013. Main activity of the company: Technology and advanced systems company; manufacture of customized wind turbine blades. Usina Açucareira Ester S.A.: Superintendent Officer and Member of the Board of Directors from 2002 to 2012. Main activity of the company: Production and sale of sugar cane, bioenergy, ethanol and sugar. Bandeirante Energia S.A.: Financial Officer, Administrative Officer and Investor Relations Officer from 2000 to 2002. Main activity of the company: Electric energy distributor. Parmalat Brasil S.A.: General Officer, Administrative and Strategic Planning Officer from 1997 to 2000. Main activity of the company: Duratex S.A.: Financial and Human Resources Officer; General Officer, Head of Department, Head of Division and Head of Sector from 1980 to 1997. Main activity of the company: ABRASCA – Brazilian Association of Publicly-Held Companies: Member of the Audit and Accounting Standards Commission (CANC) from 1983 to 1990; Member of the Capital Markets Commission (COMEC) from 1994 to 1977. Other: Board Member of the Technology Research Institute (IPT) Foundation (2013); Member of the Private Pension Management Council (1996 to 1997).


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Academic background: Bachelor’s degree in Production Engineering from Escola Politécnica of the Universidade de São Paulo (USP); Postgraduate degree in Business Administration from CEAG – Fundação Getúlio Vargas, with specialization courses in Advanced Management Program from INSEAD (France, 1989), in Strategic Human Resource Management from Harvard Business School (USA, 1992) and in Capital Markets Investing from Citibank Global Asset Management (France, 1994). II - Indication of all management positions he holds or has held in publicly held companies: Duratex S.A., Parmalat S.A. and Bandeirante Energia S.A., in the positions specified above. b) Description of any of the following events that may have taken place over the past five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him for the performance of any professional or commercial activity - NO Name: JOÃO COSTA Professional Experience: Itaúsa – Investimentos Itaú S.A.: Alternate Member of the Fiscal Council since April 2009. Main activity of the company: Holding company. Itaú Unibanco Holding S.A.: Alternate Member of the Fiscal Council since May 2009. Main activity of the company: Financial holding. Itaú Unibanco S.A.: Managing Director from April 1997 to April 2008. Main activity of the company: Multiple-service banking, with commercial portfolio. FEBRABAN (Brazilian Federation of Banks), FENABAN (National Federation of Banks), IBCB (Brazilian Institute of Banking Science) and Union of Banks of the State of São Paulo: Effective Member of the Fiscal Council from April 1997 to August 2008. Academic background: Bachelor’s degree in Economics from Faculdade de Economia São Luiz - São Paulo, continued education in Business Administration from the School of Economics and Business Administration of the Universidade de São Paulo (FEA-USP), Management Program for Executives, University of Pittsburgh. II - Indication of all management positions he holds or has held in publicly held companies: Itaúsa – Investimentos Itaú S.A., Itaú Unibanco Holding S.A. and Itaú Unibanco S.A., in the positions specified above. b) Description of any of the following events that may have taken place over the past five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him for the performance of any professional or commercial activity - NO Name: JOSÉ ROBERTO BRANT DE CARVALHO Professional Experience: Itaúsa – Investimentos Itaú S.A.: Alternate Member of the Fiscal Council since April 2006. Main activity of the company: Holding company. Itaú Unibanco Holding S.A.: Alternate Member of the Fiscal Council from March 2003 to April 2005. Main activity of the company: Financial holding. Itaú Unibanco S.A.: Executive Officer from October 1986 to March 1991. Main activity of the company: Multiple-service banking, with commercial portfolio. II - Indication of all management positions he holds or has held in publicly held companies:


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Itaúsa – Investimentos Itaú S.A., Itaú Unibanco Holding S.A. and Itaú Unibanco S.A., in the positions specified above. b) Description of any of the following events that may have taken place over the past five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him for the performance of any professional or commercial activity - NO Name: LUCIANA MENEGASSI LEOCADIO SILVESTRINI Professional Experience: Fundação Petrobras de Seguridade Social – Petros: Manager of the relevant investments in Non-Controlling Interests portfolio since May 2012; Investment Analyst for companies of the telecommunications and media industries from July 1999 to March 2004. Investment Analyst for investments in Valia, the pension fund for Vale S.A. employees. (March 2004 to November 2004) and in BES Securities Ltda. (November 2004 to September 2006); Equity Research Manager in Ativa Corretora (September 2006 to March 2012). Fras-Le S.A.: Effective Member of the Board of Directors since April 2012. Main activity of the company: Manufacture of auto parts and friction materials. Log-In Logística Intermodal S.A.: Alternate Member of the Board of Directors since April 2013; Effective Member of the Committee of People Advisory and Corporate Governance since February 2014; Alternate Member of the Strategic Financial Committee from April 2013 to January 2014. Main activity of the company: Logistics company that offers integrated solutions for port movement and door-to-door transportation of containers by maritime, rail and road modals. Academic background: Bachelor’s degree in Economics from Universidade Estadual do Rio de Janeiro – UERJ in 1999; Executive M.B.A. in Finance from IBMEC in 2002. II - Indication of all management positions she holds or has held in publicly held companies: Fras-Le S.A. and Log-In Logística Intermodal S.A., in the positions specified above. b) Description of any of the following events that may have taken place over the past five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified her for the performance of any professional or commercial activity - NO Name: LUIZ ANTONIO CARELI Professional Experience: Itaúsa – Investimentos Itaú S.A.: Alternate member of the Fiscal Council since April 2011. Main activity of the company: Holding company. Bombril S.A.: General Human Resources Manager from December 2004 to June 2006. Main activity of the company: Manufacture of cleaning and polishing products. Randon S.A. Implementos e Participações: Effective member of the Fiscal Council from March 2008 to April 2009. Main activity of the company: Manufacture of different types of equipment, including trailers, semi-trailers and body structures for bulk carriers, dry cargo, tanks, silos, etc. Academic background: Bachelor’s degree in Mathematics, Physics and Geometry (Teaching Degree) from Universidade de Mogi das Cruzes in 1974; Certified as a Fiscal Advisor of IBGC – Instituto Brasileiro de Governaça Corporativa (Brazilian Institute of Corporate Governance). II - Indication of all management positions he holds or has held in publicly held companies: Itaúsa – Investimentos Itaú S.A. and Randon S.A. Implementos e Participações, in the positions specified above.


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b) Description of any of the following events that may have taken place over the past five years: I - Any criminal conviction - NO II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him for the performance of any professional or commercial activity - NO 12.9 - State the existence of a marital relationship, stable union or kinship extended to relatives once removed between: a) the Issuer’s management members

Alfredo Egydio Setubal (Vice-Chairman of the Board of Directors), Paulo Setubal Neto (alternate member of the Board of Directors), Ricardo Egydio Setubal (alternate member of the Board of Directors), and Roberto Egydio Setubal (Managing Vice-President), are brothers.

Ricardo Villela Marino (alternate member of the Issuer’s Board of Directors) is the brother of Rodolfo Villela

Marino (effective member of the Issuer’s Board of Directors of the Issuer). b) (i) the Issuer’s management members and (ii) management members of the Issuer’s direct or indirect subsidiaries

Alfredo Egydio Setubal (Vice-Chairman of the Issuer’s Board of Directors), Paulo Setubal Neto (member of the Issuer’s Board of Directors), Ricardo Egydio Setubal (alternate member of the Issuer’s Board of Directors) and of Roberto Egydio Setubal (Managing Vice-President of the Issuer) are brothers of Olavo Egydio Setubal Júnior (member of the Board of Directors of the direct subsidiaries Duratex, Elekeiroz, Itautec and Itaúsa Empreendimentos S.A.).

Ricardo Villela Marino (alternate member of the Issuer’s Board of Directors) and Rodolfo Villela Marino (effective member of the Issuer’s Board of Directors) are sons of Maria de Lourdes Egydio Villela member of the Board of Directors of the direct subsidiary Itaúsa Empreendimentos S.A.).

c) (i) management members of the Issuer and its direct or indirect subsidiaries and (ii) the Issuer’s direct or indirect parent companies

The controlling group of the Issuer is composed of the families:

VILLELA: Maria de Lourdes Egydio Villela (member of the Board of Directors of the direct subsidiary Itaúsa Empreendimentos S.A.), her sons Rodolfo Villela Marino (effective member of the Issuer’s Board of Directors) and Ricardo Villela Marino (alternative member of the Issuer’s Board of Directors), and her nephews Alfredo Egydio Arruda Villela Filho (Vice-Chairman of the Board of Directors and CEO) and Ana Lúcia de Mattos Barretto Villela;

SETUBAL: the brothers Alfredo Egydio Setubal (Vice-Chairman of the Board of Directors), José Luiz Egydio

Setubal, the sister Maria Alice Setubal, the brothers Olavo Egydio Setubal Júnior (member of the Board of Directors of the direct subsidiaries Duratex, Elekeiroz, Itautec and Itaúsa Empreendimentos S.A.), Paulo Setubal Neto (member of the Board of Directors), Ricardo Egydio Setubal (alternate member of the Board of Directors) and Roberto Egydio Setubal (Managing Vice-President).

d) (i) the Issuer’s management members and (ii) management members of the Issuer’s direct or indirect parent companies

The Executive Board of the parent company Companhia ESA is composed of the brothers Roberto Egydio Setubal (Managing Vice-President) and Alfredo Egydio Setubal (Vice-President of the Board of Directors), as well as of Rodolfo Villela Marino (effective member of the Board of Directors) and Alfredo Egydio Arruda Villela Filho (Vice-Chairman of the Board of Directors and CEO).

12.10. Inform on the subordination, services provision or control relationships maintained for the past three years between the Issuer’s management members and: a) the Issuer’s direct or indirect controlled company

For a better understanding of the required information, is available in item 12.12.


140

b) Issuer’s direct or indirect parent company

For a better understanding of the required information, is available in item 12.12. c) if relevant, supplier, client, debtor or creditor of the Issuer, its parent company or parent companies or subsidiaries of any of these people

For a better understanding of the required information, is available in item 12.12. 12.11. Describe the provisions in any agreements, including insurance policies, that provide for the payment or reimbursement of expenses supported by management members arising from indemnity for damages caused to third parties or the Issuer, due to penalties imposed by state agents, or from agreements intended to resolve administrative or legal proceedings due to the performance of their functions

In compliance with its policy, the Issuer has civil liability insurance for directors and officers (“D&O”), which covers the management members of the Issuer for expenses in the case that the personal assets of management members are affected as a result of lawsuits, administrative proceedings or arbitration procedures, including (but not limited to) those of a civil, labor, tax, consumer or pension nature, in view of their personal, joint or subsidiary liability, or because of neglect committed by a corporate entity, related to the activities of the Issuer, as well as those resulting from any written claim or civil lawsuit, administrative proceeding, regulatory or arbitration procedures, that attributes the violation of laws or federal, state and/or municipal regulations, or foreign rules that govern securities.

The D&O insurance premiums paid in 2013 amounted R$ 521 thousand, including Tax on Financial Operations

(“IOF”) and policy costs.

12.12. Other relevant information 12.6 and 12.8 – Additional information All members of the Board of Directors reported in Item 12.6/12.8 a list of the positions they hold on the Board of Directors, Fiscal Council, Committees and Executive Bodies of other companies or entities.


141

Additional information to Item 12.9

Name CPF

Management positions

Interest in the

controlling group

Issuer Parent company

ITAÚSA INVESTIMENTOS

ITAÚ S.A COMPANHIA ESA

CNPJ 61.532.644/0001-15

CNPJ 52.117.397/0001-08

VILLELA Family

1) Maria de Lourdes Egydio Villela 007.446.978-91 - - Yes

Children:

Ricardo Villela Marino 252.398.288-90 Alternate Director Executive Officer “A” Yes Rodolfo Villela Marino 271.943.018-81 Director - Yes Siblings:

2) Alfredo Egydio Arruda Villela Filho 066.530.838-88 Vice-Chairman of the

Board Managing President Yes

CEO

3) Ana Lúcia de Mattos Barretto Villela 066.530.828-06 - - Yes

SETUBAL Family

Siblings:

1) Alfredo Egydio Setubal 014.414.218-07 Vice-Chairman of the

Board of Directors Executive Officer “B” Yes

Children:

Marina Nugent Setubal 384.422.518-80 - - Yes

Alfredo Egydio Nugent Setubal 407.919.708-09 - - Yes

2) José Luiz Egydio Setubal 011.785.508-18 - - Yes

Children:

Beatriz de Mattos Setubal 316.394.318-70 - - Yes

Gabriel de Mattos Setubal 348.338.808-73 - - Yes

Olavo Egydio Mutarelli Setubal 394.635.348-73 - - Yes

3) Maria Alice Setubal 570.405.408-00 - - Yes

Children:

Fernando Setubal Souza e Silva 311.798.878-59 - - Yes

Guilherme Setubal Souza e Silva 269.253.728-92 - - Yes

Tide Setubal Souza e Silva Nogueira

296.682.978-81 - - Yes

4) Olavo Egydio Setubal Júnior 006.447.048-29 - - Yes

Children:

Bruno Rizzo Setubal 299.133.368-56 - - Yes

Camila Setubal Lenz Cesar 350.572.098-41 - - Yes

Luiza Rizzo Setubal 323.461.948-40 - - Yes

5) Paulo Setubal Neto 638.097.888-72 Director - Yes

Children:

Carolina Marinho Lutz Setubal 077.540.228-18 - - Yes

Júlia Guidon Setubal 336.694.358-08 - - Yes

Paulo Egydio Setubal 336.694.318-10 - - Yes

6) Ricardo Egydio Setubal 033.033.518-99 Alternate Director - Yes

Children:

Marcelo Ribeiro do Valle Setubal 230.936.378-21 - - Yes

Patrícia Ribeiro do Valle Setubal 230.936.328-62 - - Yes

7) Roberto Egydio Setubal 007.738.228-52 Managing Vice-

President Managing Vice-

President Yes

Children:

Mariana Lucas Setubal 227.809.998-10 - - Yes

Paula Lucas Setubal 295.243.528-69 - - Yes 8) O.E. Setubal S.A. 61.074.456/0001-90 - - Yes


142

Additional information to Item 12.10 a) the Issuer’s direct or indirect controlled company

Except for management members Carlos da Camara Pestana, Maria de Lourdes Egydio Villela and Jairo Cupertino, all other members hold management positions in subsidiaries.

All members hold management positions in subsidiaries, except: (i) Carlos da Camara Pestana, Maria de Lourdes Egydio Villela and Jairo Cupertino, in 2010, and; (ii) Carlos da Camara Pestana and Jairo Cupertino, in 2011 and 2012.

b) Issuer’s direct or indirect parent company

The management members Alfredo Egydio Arruda Villela Filho, Alfredo Egydio Setubal, Paulo Setubal Neto, Ricardo Egydio Setubal, Ricardo Villela Marino, Roberto Egydio Setubal, and Rodolfo Villela Marino take part of the controlling group of Itaúsa. Additional information about the upper subitens “a” and “b”:


143

In 2010

Name CPF Subordination relationships - Directors of Itaúsa - Investimentos Itaú S.A. Interest in the

controlling group

Subsidiaries Parent company

Duratex S.A.

Elekeiroz S.A.

Itaú Unibanco

Holding S.A.

Itautec S.A. Iupar Itaú Unibanco Participações

S.A.

Companhia ESA

Legal Entity

Taxpayers’ Registry

(CNPJ) No. 97.837.181/0

001-47

Legal Entity Taxpayers’ Registry (CNPJ) No. 13.788.120/0001-47

Legal Entity Taxpayers’

Registry (CNPJ) No.

60.872.504/0001-23


Registry (CNPJ) No.

54.526.082/0001-31


Registry (CNPJ) No.

04.676.564/0001-08

Legal Entity Taxpayers’ Registry (CNPJ) No. 52.117.397/00 01-08

VILLELA Family

1 Maria de Lourdes Egydio Villela

007.446.978-91 -o- -o- -o- -o- -o- -o- Yes

Children:

Ricardo Villela Marino

252.398.288-90 Alternate Director

Alternative Director

Director and Managing

Vice-President


Officer -o- Yes

Rodolfo Villela Marino

271.943.018-81 Director Chairman of the Board of

Directors

-o- Director Alternate Director

Managing Vice-President

Yes

Siblings:

2 Alfredo Egydio Arruda Villela Filho

066.530.838-88 Vice-Chairman of the Board of

Directors

-o- Vice-Chairman of the Board of

Directors

Vice-Chairman of the Board of

Directors

Director Executive Officer “B”

Yes

3 Ana Lúcia de Mattos Barretto Villela

066.530.828-06 -o- -o- -o- -o- -o- -o- Yes

SETUBAL Family

Siblings:

1 Alfredo Egydio Setubal

014.414.218-07 -o- -o- Director and Managing

Vice-President

-o- CEO -o- Yes

Children:

Alfredo Egydio Nugent Setubal

407.919.708-09 -o- -o- -o- -o- -o- -o- Yes

Marina Nugent Setubal

384.422.518-80 -o- -o- -o- -o- -o- -o- Yes

2 José Luiz Egydio Setubal

011.785.508-18 -o- -o- -o- -o- -o- -o- Yes

Children:

Beatriz de Mattos Setubal

316.394.318-70 -o- -o- -o- -o- -o- -o- Yes

Gabriel de Mattos Setubal

348.338.808-73 -o- -o- -o- -o- -o- -o- Yes

3 Maria Alice Setubal 570.405.408-00 -o- -o- -o- -o- -o- -o- Yes

Children:

Fernando Setubal Souza e Silva

311.798.878-59 -o- -o- -o- -o- -o- -o- Yes

Guilherme Setubal Souza e Silva

269.253.728-92 -o- -o- -o- -o- -o- -o- Yes


296.682.978-81 -o- -o- -o- -o- -o- -o- Yes


144

4 Olavo Egydio Setubal

Júnior 006.447.048-29 Alternate

Director Vice-

Chairman of the Board of

Directors

-o- Alternate Director

-o- -o- Yes

Children:

Bruno Rizzo Setubal

299.133.368-56 -o- -o- -o- -o- -o- -o- Yes

Camila Setubal Lenz Cesar

350.572.098-41 -o- -o- -o- -o- -o- -o- Yes

Luiza Rizzo Setubal

323.461.948-40 -o- -o- -o- -o- -o- -o- Yes

5 Paulo Setubal Neto 638.097.888-72 Director Director -o- Alternate Director

-o- -o- Yes

Children:

Carolina Marinho Lutz Setubal

077.540.228-18 -o- -o- -o- -o- -o- -o- Yes

Júlia Guidon Setubal

336.694.358-08 -o- -o- -o- -o- -o- -o- Yes

Paulo Egydio Setubal

336.694.318-10 -o- -o- -o- -o- -o- -o- Yes

6 Ricardo Egydio Setubal

033.033.518-99 Vice-Chairman of the Board of

Directors

Alternate Director

-o- Chairman of the Board of

Directors

Alternate vice-Chairman of the

Board of Directors

Executive Officer “A”

Yes

Children:

Patrícia Ribeiro do Valle Setubal

230.936.328-62 -o- -o- -o- -o- -o- -o- Yes

7 Roberto Egydio Setubal

007.738.228-52 -o- -o- Vice-Chairman of the Board of Directors and

CEO


Directors

CEO Yes

Children:

Mariana Lucas Setubal

227.809.998-10 -o- -o- -o- -o- -o- -o- Yes

Paula Lucas Setubal

295.243.528-69 -o- -o- -o- -o- -o- -o- Yes

8 O.E. Setubal S.A. 61.074.456/0001-90

-o- -o- -o- -o- -o- -o- Yes


145

In 2011


controlling group


Duratex S.A.

Elekeiroz S.A.

Itaú Unibanco

Holding S.A.


S.A.

Itaúsa Empreendi

mentos S.A.

Companhia ESA


Registry (CNPJ) No.

97.837.181/0001-47



Registry (CNPJ) No.

60.872.504/0001-23


Registry (CNPJ) No.

54.526.082/0001-31


Registry (CNPJ) No.

04.676.564/0001-08


Registry (CNPJ) No.

04.676.564/0001-08


Registry (CNPJ) No.

52.117.397/00 01-08

VILLELA Family


007.446.978-91

-o- -o- -o- -o- -o- Member of the Board of

Directors

-o- Yes

Children:


252.398.288-90

Alternate Director



Vice-President


Officer -o- Executive Officer “A”

Yes


271.943.018-81

Director Chairman of the Board of

Directors


Managing Vice-

President

-o- Yes

Siblings:


066.530.838-88


Directors


Directors


Directors

Director Member of the Board of Directors and

CEO

CEO Yes


066.530.828-06

-o- -o- -o- -o- -o- -o- Yes

SETUBAL Family

Siblings:


014.414.218-07

-o- -o- Director and Managing

Vice-President

-o- CEO -o- Managing Vice-President

Yes

Children:


407.919.708-09

-o- -o- -o- -o- -o- -o- -o- Yes


384.422.518-80

-o- -o- -o- -o- -o- -o- -o- Yes


011.785.508-18

-o- -o- -o- -o- -o- -o- -o- Yes

Children:


316.394.318-70

-o- -o- -o- -o- -o- -o- -o- Yes


348.338.808-73

-o- -o- -o- -o- -o- -o- -o- Yes

3 Maria Alice Setubal

570.405.408-00

-o- -o- -o- -o- -o- -o- -o- Yes

Children:


311.798.878-59

-o- -o- -o- -o- -o- -o- -o- Yes


269.253.728-92

-o- -o- -o- -o- -o- -o- -o- Yes


296.682.978-81

-o- -o- -o- -o- -o- -o- -o- Yes


146

4 Olavo Egydio

Setubal Júnior 006.447.04

8-29 Alternate Director


Directors

-o- Director -o- Member of the Board of

Directors

-o- Yes

Children:

Bruno Rizzo Setubal

299.133.368-56

-o- -o- -o- -o- -o- -o- -o- Yes


350.572.098-41

-o- -o- -o- -o- -o- -o- -o- Yes

Luiza Rizzo Setubal

323.461.948-40

-o- -o- -o- -o- -o- -o- -o- Yes

5 Paulo Setubal Neto

638.097.888-72

Director Alternate Director


Directors

-o- Yes

Children:


077.540.228-18

-o- -o- -o- -o- -o- -o- -o- Yes


336.694.358-08

-o- -o- -o- -o- -o- -o- -o- Yes


336.694.318-10

-o- -o- -o- -o- -o- -o- -o- Yes


033.033.518-99


Directors

Director -o- Chairman of the Board of

Directors

Alternate vice-Chairman of the Board of

Directors

Member of the Board of Directors and

Managing Vice-

President

Executive Officer “B”

Yes

Children:


230.936.328-62

-o- -o- -o- -o- -o- -o- -o- Yes


007.738.228-52

-o- -o- Vice-Chairman of the Board of Directors and

CEO


Directors

-o- -o- Yes

Children:


227.809.998-10

-o- -o- -o- -o- -o- -o- -o- Yes

Paula Lucas Setubal

295.243.528-69

-o- -o- -o- -o- -o- -o- -o- Yes

8 O.E. Setubal S.A.

61.074.456/0001-90

-o- -o- -o- -o- -o- -o- -o- Yes


147

In 2012


controlling group


Duratex S.A.

Elekeiroz S.A.

Itaú Unibanco

Holding S.A.


S.A.

Itaúsa Empreendi

mentos S.A.

Companhia ESA


Registry (CNPJ) No.

97.837.181/0001-47



Registry (CNPJ) No.

60.872.504/0001-23


Registry (CNPJ) No.

54.526.082/0001-31


Registry (CNPJ) No.

04.676.564/0001-08


Registry (CNPJ) No.

04.676.564/0001-08


Registry (CNPJ) No.

52.117.397/00 01-08

VILLELA Family


007.446.978-91

-o- -o- -o- -o- -o- Member of the Board of

Directors

-o- Yes

Children:


252.398.288-90

Alternate Director



Vice-President

Alternate Director

Officer -o- Executive Officer “B”

Yes


271.943.018-81

Director Chairman of the Board of

Directors


Managing Vice-

President

-o- Yes

Siblings:


066.530.838-88


Directors


Directors


Directors

Director Member of the Board of Directors and

CEO

Managing Vice-President

Yes


066.530.828-06

-o- -o- -o- -o- -o- -o- -o- Yes

SETUBAL Family

Siblings:


014.414.218-07

-o- -o- Director and Managing

Vice-President

-o- CEO -o- -o- Yes

Children:


407.919.708-09

-o- -o- -o- -o- -o- -o- -o- Yes


384.422.518-80

-o- -o- -o- -o- -o- -o- -o- Yes


011.785.508-18

-o- -o- -o- -o- -o- -o- -o- Yes

Children:


316.394.318-70

-o- -o- -o- -o- -o- -o- -o- Yes


348.338.808-73

-o- -o- -o- -o- -o- -o- -o- Yes

Olavo Egydio Mutarelli Setubal

394.635.348-73

-o- -o- -o- -o- -o- -o- -o- Yes

3 Maria Alice Setubal

570.405.408-00

-o- -o- -o- -o- -o- -o- -o- Yes

Children:


311.798.878-59

-o- -o- -o- -o- -o- -o- -o- Yes


269.253.728-92

-o- -o- -o- -o- -o- -o- -o- Yes


296.682.978-81

-o- -o- -o- -o- -o- -o- -o- Yes


148

4 Olavo Egydio

Setubal Júnior 006.447.04

8-29 Alternate Director


Directors


Directors

-o- Yes

Children:

Bruno Rizzo Setubal

299.133.368-56

-o- -o- -o- -o- -o- -o- -o- Yes


350.572.098-41

-o- -o- -o- -o- -o- -o- -o- Yes

Luiza Rizzo Setubal

323.461.948-40

-o- -o- -o- -o- -o- -o- -o- Yes

5 Paulo Setubal Neto

638.097.888-72

Director Alternate Director

-o- Alternate Director

-o- -o- -o- Yes

Children:


077.540.228-18

-o- -o- -o- -o- -o- -o- -o- Yes


336.694.358-08

-o- -o- -o- -o- -o- -o- -o- Yes


336.694.318-10

-o- -o- -o- -o- -o- -o- -o- Yes


033.033.518-99


Directors

Director -o- Chairman of the Board of

Directors

Alternate vice-Chairman of the Board of

Directors

Member of the Board of Directors and

Managing Vice-

President

Executive Officer “A”

Yes

Children:

Marcelo Ribeiro do Valle Setubal

230.936.378-21

-o- -o- -o- -o- -o- -o- -o- Yes


230.936.328-62

-o- -o- -o- -o- -o- -o- -o- Yes


007.738.228-52

-o- -o- Vice-Chairman of the Board of Directors and

CEO


Directors

-o- CEO Yes

Children:


227.809.998-10

-o- -o- -o- -o- -o- -o- -o- Yes

Paula Lucas Setubal

295.243.528-69

-o- -o- -o- -o- -o- -o- -o- Yes

8 O.E. Setubal S.A.

61.074.456/0001-90

-o- -o- -o- -o- -o- -o- -o- Yes


149

c) if relevant, supplier, client, debtor or creditor of the Issuer, its parent company or parent companies or subsidiaries of any of these people

Itaúsa has pledged guarantees, represented by endorsements, sureties and others, as shown in the table below:

R$ million12.31.2012 12.31.2011 12.31.2010

Duratex S.A 463 382 362

Elekeiroz S.A. 67 46 15

Itautec S.A. 131 164 167

Total 661 592 544

Information on the Annual Shareholders’ Meetings of the three last years and the current year

Date of the Annual Shareholders’

Meetings

Second Call Instatement Quorum

Common shares

Preferred shares

04.30.2010 No 86.13% 27.00% 06.30.2010 No 84.60% -o- 04.29.2011 No 88.33% 27.92% 06.30.2011 No 87.89% -o- 04.26.2012 No 89.53% 22.91% 07.06.2012 No 89.55% -o- 04.30.2013 No 89.83% 24.47%

Other relevant information

Itaúsa declares that it has adhered to the Abrasca Code of Self-Regulation and Good Practices of Listed Companies (Abrasca Code) on August 15, 2011 and that it adopts the principles and rules established in this Code, except for the items below (according to Item 1.4 of the Abrasca Code):

a) With respect to the rule provided for in Item 3.3.1 of the Abrasca Code, the holding company Itaúsa considers that it is sufficient to evaluate only the executives of the main subsidiaries of the Company.

b) With respect to Items 5.1 and 6.1 of the code, the holding company Itaúsa considers the adoption of internal

controls and risk management policies, as well as the adoption of policies on transactions with related parties, of its main subsidiary companies, to be sufficient.


150

ITEM 13 - MANAGEMENT COMPENSATION 13.1. Describe the policy or practice for the compensation of the board of directors, statutory and non-statutory executive board, fiscal council, statutory committees and audit, risk, financial and compensation committees, addressing the following aspects:

The data provided below refers only to the Issuer. Itaúsa is the controlling stockholder of several companies, which have compensation policies adjusted for the profile of each business, and the details of these polices can be found in the Reference Forms of the respective companies.

The main subsidiaries and jointly-controlled subsidiaries of Itaúsa are: Duratex S.A., Elekeiroz S.A., Itautec S.A. and Itaú Unibanco Holding S.A. a) Objectives of the compensation policy or practice

The objectives of the compensation policy adopted by the Issuer are, in general, the same as those of the

compensation policies of the publicly-held companies controlled by it, namely to attract, reward, retain and stimulate management members in conduction business, geared towards the achievement of sustainable results for the companies, in line with the interests of the stockholders.

When the Issuer's compensation policy was established, the alignment of values with those adopted by the market and with the Company’s strategy, as well as the appropriate risk management over time, were taken into consideration.

The general compensation parameters of the Issuer's management members are set forth in its bylaws, whereas the aggregate amounts for annual compensation of the Board of Directors and Executive Board are resolved at the Annual Stockholders’ Meeting, which also establishes the monthly fixed fees of the members of the Fiscal Council.

The apportionment of compensation, as well as of profit sharing, among the members of the Board of Directors and Executive Board, is carried out by the Board of Directors, subject to the limits set by the Bylaws and at the Annual Stockholders’ Meeting of the Issuer. The compensation so defined, in addition to ensuring transparency for the shareholders and the market, aims to reward the contributions made by each management member and by the management as a whole to the Issuer’s results.

Regarding the benefit policy, the benefits focused on health and private pension are noteworthy.

It should be emphasized that the information below addresses only the compensation policy adopted in 2012 by the management members of statutory and non-statutory bodies of the Issuer, i.e. the Board of Directors, the Statutory Executive Board (the Issuer does not have non-statutory officers), the Fiscal Council and the existing Committees (Disclosure and Trading, Investment Policies and Accounting Policies). The Issuer, considered individually, has no employees.

Additionally, in the meeting held on May 9, 2011, the Board of Directors resolved to maintain the Disclosure and

Trading Committee (currently called the Ethics, Disclosure and Trading Committee). The establishment of two other committees (the Accounting Policy Committee and Investment Policy Committee) will be reviewed in due course. b) Breakdown of compensation, indicating:

I - Description of the compensation elements and the objectives of each one Board of Directors and Executive Board

The annual compensation of the members of the Issuer’s Board of Directors and Executive Board is composed of (i) monthly fixed fees, (ii) short-term variable compensation (profit sharing), and (iii) benefit plan.

The monthly fixed compensation and the benefit plan are intended to reward the level of importance, experience

and responsibility of the functions performed by each management member, whereas the short-term variable compensation, which is semiannual, aims to compensate the Issuer’s management members in accordance with their contributions to the achievement of the goals previously set by the Issuer.

The members of the Board of Directors of the Issuer, who were elected at the Annual Stockholders' Meeting of

April 26, 2012 as alternates, are eligible under the benefit policy. The monthly fixed compensation and profit sharing are linked to the discharging of their duties, and these alternate members are compensated only when they deputize for the relevant effective member.


151

Fiscal Council

The total compensation of the members of the Fiscal Council is established at the Annual Stockholders' Meeting. In accordance with Brazilian legislation, this compensation cannot be lower, for each acting member, than 10% of the fixed compensation paid to each officer (not including benefits, representation allowances and profit sharing paid to officers). Thus the members of the Fiscal Council receive only monthly fixed compensation and are not eligible under the benefit policy. Ethics, Disclosure and Trading Committee

The members of the Ethics, Disclosure and Trading Committee are members of the Board of Directors or

Executive Board of the Issuer, and are compensated based on the compensation and benefit policy adopted by the statutory bodies in which they work.

II - The proportion of each element to total compensation

For the Board of Directors of the Issuer, the fixed monthly compensation, the short-term variable compensation (profit sharing) and the benefits in 2012 represented 49%, 47% and 4%, respectively, of the total compensation.

For the Executive Board of the Issuer, the fixed monthly compensation, the short-term variable compensation

(profit sharing), and the benefits in 2012 corresponded to 21%, 75% and 4%, respectively, of the total compensation.

For the Fiscal Council, the monthly fixed compensation in 2012 corresponded to 100% of the total compensation.

It should be noted that the rates mentioned above do not consider possible charges borne by the Issuer arising from the compensation paid.

III - Calculation and adjustment methodology for each of the compensation elements

Monthly fixed fees: these are agreed upon with the management members and periodically adjusted to ensure they remain in line with the market and with the Company's strategy.

Variable compensation: short-term compensation (semiannual profit sharing), which represents a significant portion of total compensation and takes into consideration the Issuer’s results of operations, and the performance of the management members.

Benefit plans: compatible with market practice, with the main benefits are healthcare and private pension plans. IV. Reasons that justify the composition of compensation

The practice adopted by the Issuer is intended to align risk management in the short and medium terms, in addition to providing benefits to management members in the same proportion as Issuer and its stockholders benefit from their performance. c) Main performance indicators that are taken into consideration when determining each compensation element:

The variable compensation (profit sharing and Issuer’s results) and the monthly fixed fees received by management members are determined in light of the availability, focus and dedication of individual executives in the performance of their functions within each body of the Issuer.

Additionally, the results of the Issuer are reflected in the variable compensation. The benefit plan is not affected by performance indicators.


152

d) How the compensation is structured to reflect the evolution of performance indicators

As mentioned in item c above, a significant portion of the total compensation of management members is provided

through variable compensation, which is affected by performance indicators. Therefore the higher the indicators, the higher the compensation, and vice versa. e) How the compensation policy or practice is in line with the Issuer’s short-, medium- and long-term interests

As mentioned in item c above, the variable compensation corresponds to a significant portion of the total compensation paid to management members, and the purpose of this practice is to align risk management in the short, medium and long terms, in addition to providing benefits to management members in the same proportion as the Issuer and its stockholders benefit from their performance.

Taking into consideration that the results of the Issuer and the risks that the Issuer assumes, have an impact on

the compensation of management members, we believe that the compensation policy aligns the interests of management members with those of the Company.

f) Existence of compensation supported by direct or indirect subsidiaries or parent companies

The compensation of management and Fiscal Council members of the Issuer is not supported by the direct or indirect subsidiaries or parent companies. However, some management members of the Issuer are part of the management bodies of the subsidiary companies. For this reason, these management members also receive compensation from these companies for the functions they perform there. g) Existence of any compensation or benefit tied to the occurrence of a certain corporate event, such as the

disposal of the Issuer’s shareholding control

Currently, there is no compensation or benefit tied to the occurrence of any particular corporate event, such as the disposal of the Issuer’s shareholding control, nor is there any such compensation or benefit provided for in the Issuer’s compensation policy.

13.2. With respect to the compensation of the Board of Directors, Statutory Executive Board, and Fiscal Council recognized in profit or loss for the past three years and to that determined for the current year, please prepare a table containing:

In 2010, at the Annual Stockholders’ Meeting, the aggregate compensation to be paid to the members of the Board of Directors and Executive Board was approved to the amount of R$ 15,000,000.00. For the Fiscal Council, monthly individual compensation of R$ 12,000.00 was approved for the effective members and R$ 5,000.00 for the alternate members. Of these amounts, the amounts presented below were actually paid in 2010. The aggregate amounts approved do not include the charges borne by the Issuer arising from the compensation paid. However, these charges are reflected in the table below in accordance with the instruction contained in the CVM/SEP Circular Letter No. 007/2011.

In addition to the compensation established at the Stockholders’ Meeting in 2010, the following amounts related to the profit sharing of the Issuer were allocated to the members of the Board of Directors and Executive Board:


153

2010 R$, except if otherwise indicated

a Body Board of Directors

Statutory Executive

Board Fiscal

Council Total

b Number of members (people) 8.00 3.33 6.00 17.33

c Compensation segregated into:

i Annual fixed compensation, segregated into: 5,032,915 1,649,844 734,400 7,417,159

. Salary or management fees 3,708,096 1,303,208 612,000 5,623,304

. Direct and indirect benefits 187,200 85,994 N/A 273,194

. Compensation for participating in committees 330,000 0 N/A 330,000

. Other (INSS) 807,619 260,642 122,400 1,190,661

ii Variable compensation, segregated into: 3,496,704 5,502,166 0 8,998,870

. Bonuses N/A N/A N/A N/A

. Profit sharing 3,496,704 3,132,166 N/A 6,628,870

. Compensation for participating in meetings N/A N/A N/A N/A

. Commission N/A N/A N/A N/A

. Other (special fees and INSS) N/A 2,370,000 N/A 2,370,000

iii Post-employment benefits 192,172 383,894 N/A 576,066

iv Benefits arising from the termination of mandate N/A N/A N/A N/A

v Share-based payment N/A N/A N/A N/A

d Amount, per body, of the compensation of the board of directors, statutory executive board and fiscal council 8.721.791 7,535,904 734,400

e Total amount of compensation of the board of directors, statutory executive board and fiscal council

16,992,095

Notes: 1. There is one member of the Board of Directors of the Issuer who is also a member of the Executive Board. As the compensation policies of these

bodies are similar and there is no segmentation of the compensation for each body, the amounts related to the compensation of this member are included only in the table referring to the compensation of the Board of Directors of the Issuer. For 2010, this note is also applicable to Items 13.3 and 13.10.

2. The average compensation amount per member in 2010 was R$ 1,090 thousand for the Board of Directors and R$ 2,263 thousand for the Executive

Board.

In 2011, at the Annual Stockholders’ Meeting, the aggregate compensation to be paid to the members of the Board of Directors and Executive Board was approved to the amount of R$ 15,000,000.00. For the Fiscal Council, monthly individual compensation of R$ 12,000.00 was approved for the effective members and R$ 5,000.00 for the alternate members. Of these amounts, the amounts presented below were actually paid in 2011. The aggregate amounts approved do not include the charges borne by the Issuer arising from the compensation paid. However, these charges are reflected in the table below in accordance with the instruction contained in CVM/SEP Circular Letter No. 007/2011.

In addition to the compensation established at the Stockholders’ Meeting in 2011, the following amounts related to the profit sharing of the Issuer were allocated to the members of the Board and Directors and Executive Board:


154



Statutory Executive

Board

Fiscal Council

Total




. Salary or management fees 2,432,236 1,202,752 612,000 4,246,988


. Compensation for participating in committees 180,000 N/A N/A 180,000

. Other (INSS) 522,447 240,550 122,400 885,398

ii Variable compensation, segregated into: 2,380,384 5,560,896 N/A 7,941,280










e Total amount of compensation of the board of directors, statutory executive board and fiscal council 13,594,660

Notes: 1. There is one member of the Board of Directors of the Issuer who is also a member of the Executive Board. As the compensation policies of both

bodies are similar and there is no segmentation of the compensation for each body, the amounts related to the compensation of this member are included only in the table referring to the compensation of the Board of Directors of the Issuer. For 2011, this note is applicable to Items 13.3 and 13.10.

2. The average compensation amount per member in 2011 was R$ 716 thousand for the Board of Directors and R$ 2,378 thousand for the Executive

Board.

In 2012, at the Annual Stockholders’ Meeting, the aggregate compensation to be paid to the members of the Board of Directors and Executive Board was approved to the amount of R$ 15,000,000.00. For the Fiscal Council, monthly individual compensation of R$ 12,000.00 was approved for the effective members and R$ 5,000.00 for the alternate members. Of these amounts, the amounts presented below were actually paid in 2012. The aggregate amounts approved do not include the charges borne by the Issuer arising from the compensation paid. However, these charges are reflected in the table below in accordance with the instruction contained in the CVM/SEP Circular Letter No. 007/2011. In addition to the compensation established at the Stockholders’ Meeting in 2012, the following amounts related to the profit sharing of the Issuer were allocated to the members of the Board and Directors and Executive Board:


155



Statutory Executive

Board Fiscal

Council Total




. Salary or management fees 1,874,076 1,202,752 612.000 3,688,828


. Compensation for participating in committees N/A N/A N/A N/A

. Other (INSS) 374,815 240,550 122.400 737,766

ii Variable compensation, segregated into: 1,822,224 4,735,896 N/A 6,558,120











Notes: 1. There is one member of the Board of Directors of the Issuer who is also a member of the Executive Board. As the compensation policies of both

bodies are similar and there is no segmentation of the compensation for each body, the amounts related to the compensation of this member are included only in the table referring to the compensation of the Board of Directors of the Issuer. For 2012, this note is also applicable to items 13.3 and 13.10.

2. The average compensation amount per member in 2012 was R$ 530 thousand for the Board of Directors and R$ 2,133 thousand for the Executive Board.

For 2013, the approval of the aggregate amount of up to R$ 15,000,000.00 for the compensation of the members of the Board of Directors and of the Executive Board was approved at the Stockholders’ Meeting. The Board of Directors will distribute these amounts among the members of these bodies, according to the compensation policy of the Issuer, and the amounts are estimated to be paid in the proportions described in the table below. The aggregate amounts approved do not include the charges borne by the Issuer arising from the compensation paid. However, these charges are taken into consideration in the table below in accordance with the instruction contained in the CVM/SEP Circular Letter No. 007/2011.

In relation to the members of the Fiscal Council, the approval of individual monthly compensation of 15,000.00 for

the effective members and R$ 6,000.00 for the alternate members was approved at the Stockholders’ Meeting.


156



Statutory Executive Board Fiscal Council

Total




. Salary or management fees 5,520,000 3,544,000 756.000 9,820,000


. Compensation for participating in committees N/A N/A N/A N/A

. Other (INSS) 1,104,000 708,800 151.200 1,964,000

ii Variable compensation, segregated into: 0 5,748,000 N/A 5,748,000


. Profit sharing See below See below N/A See below



. Other (special fees and INSS) 0 5,748,000 N/A 5,748,000






In addition to the compensation established at the stockholders’ meeting, the member of the Board of Directors

and Executive Board shall receive a share of the profits of the Company, which, under the provisions of paragraph 1, Article 152, of Law No. 6,404/76, is limited to the annual compensation of the management members or 10% of the Company’s profits, whichever is lower. 13.3. With respect to the variable compensation of the Board of Directors, Statutory Executive Board, and Fiscal Council for the past three years and that determined for the current year, please prepare a table containing:


A Body Board of Directors

Statutory Executive

Board Fiscal

Council Total

B Number of members 8.00 3.33 6.00 17.33

C With respect to bonuses:

i The minimum amount provided for in the compensation plan N/A N/A N/A N/A

ii The maximum amount provided for in the compensation plan N/A N/A N/A N/A

iii The amount provided for in the compensation plan should the targets established be achieved N/A N/A N/A N/A

iv The amount actually recognized in income or loss for the previous year N/A N/A N/A N/A

d With respect to profit sharing:

i The minimum amount provided for in the compensation plan 3,496,704 1,257,166 N/A 4,753,870

ii The maximum amount provided for in the compensation plan 3,496,704 5,502,166 N/A 8,998,870

iii The amount provided for in the compensation plan should the targets established be achieved 3,496,704 1,257,166 N/A 4,753,870

iv The amount actually recognized in income or loss for the previous year 3,496,704 5,502,166 N/A 8,998,870

Note:

The “variable compensation” recognized in 2010, amounting R$ 8,998,870, is composed of R$ 6,628,870 of profit sharing and R$ 1,975,000 of “special fees” and R$ 395,000 of INSS levied on the special fees explained in Item 13.2.


157



Statutory Executive

Board Fiscal

Council Total

b Number of members 8.00 3.00 6.00 17.00

c With respect to bonuses:



iii The amount provided for in the compensation plan should the targets established be achieved N/A N/A N/A N/A






iv The valor efetivamente reconhecido no resultado do último exercício social 2,380,384 5,560,896 N/A 7,941,280

Note:

The “variable compensation” recognized in 2011 amounting the R$ 7,941,280, is composed of R$ 5,541,280 of profit sharing and R$ 2,000,000 of “special fees” and R$ 400,000 of INSS levied on the special fees explained in Item 13.2.



Statutory Executive

Board Fiscal

Council Total

b Number of members 8.00 3.00 6.00 17.00

c With respect to bonuses:



iii

The amount provided for in the compensation plan should the targets established be achieved N/A N/A N/A N/A






iv The amount actually recognized in income or loss for the previous year 1,822,224 4,735,896 N/A 6,558,120

Note:

The “variable compensation” recognized in 2012, amounting R$ 6,558,120, is composed of R$ 4,608,120 of profit sharing and R$ 1,625,000 of “special fees” and R$ 325,000 of INSS levied on the special fees explained in Item 13.2. In relation to the profit sharing for 2013, as informed at Item 13.2, in addition to the compensation established at the

stockholders’ meeting, the member of the Board of Directors and Executive Board shall receive a share of the profits of the Company, which, under the provisions of paragraph 1, Article 152, of Law No. 6,404/76, is limited to the annual compensation of the management members or 10% of the Company’s profits, whichever is lower.


158

13.4. With respect to the plan for the stock-based compensation for the Board of Directors and Statutory Executive Board in effect in the past year and determined for the current year, please describe: a) General terms and conditions

The Issuer does not have a stock-based compensation plan. b) Main objectives of the plan

Not applicable. c) How the plan contributes to these objectives

Not applicable. d) How the plan is part of the Issuer’s compensation policy

Not applicable.

e) How the plan is in line with short-, medium- and long-term interests of management members and the Issuer

Not applicable. f) Maximum number of shares

Not applicable. g) Maximum number of options to be granted

Not applicable. h) Conditions for the purchase of shares

Not applicable. i) Criteria for setting purchase or exercise price

Not applicable. j) Criteria for setting the exercise period

Not applicable. k) Form of option settlement

Not applicable. l) Restriction on the transfer of shares

Not applicable. m) Criteria and events that, when verified, will cause the suspension, change or termination of the plan

Not applicable. n) Effects of the management member’s leave from the Issuer’s bodies on their rights provided for in the plan

on stock-based compensation

Not applicable.


159

13.5. State the number of shares or quotas directly or indirectly held in Brazil and abroad and other securities convertible into shares or quotas issued by the Issuer, its direct or indirect parent companies, subsidiaries or companies under common control, by members of the Board of Directors, the Statutory Executive Board, or Fiscal Council, grouped per body at the end of the previous year

Companies Board of Directors

Statutory Executive Board (except those already considered in the BDA)

Fiscal Council

Shares Shares Shares Common Preferred Total Common Preferred Total Common Preferred Total

Issuer Itaúsa -Investimentos Itaú S.A.

493,868,281 232,215,264 726,083,545 62,213,927 19,856,528 82,070,455 4,803,388 456,481 5,259,869

Parent company Companhia ESA

493,868,280 - 493,868,280 62,213,927 - 62,213,927 - - -

Subsidiaries

Itaú UnibancoHolding S.A.

2,512,475 4,855,692 7,368,167 8,947,700 4,460,480 13,408,180 33,500 845,400 878,900

Itautec S.A. 25,165 - 25,165 561 - 561 - - -Elekeiroz S.A. 130 140 270 - - - - - -Duratex S.A. 10,805,668 - 10,805,668 198,335 - 198,335 6,715 - 6,715

Note: Shares are held directly. 13.6. With respect to the stock-based compensation to the Board of Directors and Statutory Executive Board recognized in profit or loss for the past three years and to that determined for the current year, prepare a table containing:

Not applicable. 13.7. With respect to the outstanding options of the Board of Directors and Statutory Executive Board at the end of the previous year, please prepare a table containing:

Not applicable. 13.8. With respect to the options exercised and shares delivered relating to the stock-based compensation to the Board of Directors and Statutory Executive Board for the past three years, prepare a table containing:

Not applicable. 13.9. Give a brief description of the information necessary for understanding the data disclosed in Items 13.6 to 13.8, such as an explanation of the pricing model for share and option price, indicating, at least: a) Pricing model

The Issuer does not have an option distribution program.

b) Data and assumptions used in the pricing model, including the weighted average price of shares, exercise

price, volatility expected, term of the option, dividends expected and risk-free interest rate

The Issuer does not have an option distribution program. c) Method used and assumptions made to absorb the expected early exercise effects

The Issuer does not have an option distribution program. d) Method to determine expected volatility

The Issuer does not have an option distribution program. e) If any other characteristic of the options was included in its fair value measurement

The Issuer does not have an option distribution program.


160

13.10. With respect to the pension plans in effect granted to the members of the Board of Directors and Statutory Executive Board, please supply the following information in a table format:

a Body Board of Directors Statutory Executive Board

b Number of members 3 2 1 1

c Plan name

Itaúbanco CD (1)

PGBL Itaúbanco CD

(1) PGBL

d Number of management members that have the conditions

necessary for retirement 2 Zero 1 Zero

e Conditions for early retirement 50 years of ageRelationship

termination with the Issuer.

50 years of age

Relationship termination with the

Issuer

f

Restated amounts of contributions accumulated in the pension plan by the end of the last year, less the portion related to contributions made directly by management

members

R$ 4,636,640 R$ 183,903 R$ 2,140,985 R$ 658,678

g

Total accumulated amount of the contributions made in the previous year, less the portion related to contributions made

directly by management members

R$ 70,562 R$ 40,000 R$ 19,060 R$ 96,000

h Whether there is the possibility of early redemption and what

the conditions are No No No No

Notes:

1. The number of members of each body (item b) corresponds to the number of the management members who are active participants of pension plans.

2. (1) The defined contribution pension plan implemented in 2010 includes the participants of the Defined Benefit Supplementary Retirement

Plan (PAC) by means of the adherence of each participant. In the process for the splitting up of the plan, the account balance of each participant was separated.

13.11. In a table, please indicate, for the past three years, regarding the Board of Directors, Statutory Executive Board, and Fiscal Council: a) body, b) number of members, c) maximum amount for the personal compensation, d) minimum amount for the personal compensation, and e) average amount of personal compensation

In view of the discussion regarding the legality of this item, the provision of the information requested would

represent a curtailment of the executives’ rights. Accordingly, the Issuer will await the decision of the Supreme Court of Justice on the injunction proposed by the Brazilian Institute of Financial Executives (IBEF RJ) for this disclosure. 13.12. Describe any contractual arrangements, insurance policies or other instruments that structure the mechanisms for compensating or indemnifying management members in the event of removal from position or retirement, indicating the financial consequences to the Issuer

The Issuer does not have any contractual arrangements, insurance policies or other instruments that structure mechanisms for compensating or indemnifying management members in the event of their removal from position or retirement.


161

13.13. For the past three years, indicate the percentage of total compensation of each body recognized in the Issuer’s profit or loss related to members of the Board of Directors, Statutory Executive Board or Fiscal Council that are parties related to the direct or indirect parent companies, as determined by the accounting rules that address this matter

2010

Body Board of Directors Statutory Executive Board Fiscal Council

Related parties 32% 8% 0%

2011


Related parties 43% 8% 0%

2012


Related parties 52% 9% 0% 13.14. With respect to the past three years, please indicate the amounts recognized in the Issuer’s profit or loss as compensation to the members of the Board of Directors, Statutory Executive Board or Fiscal Council, grouped by body, for any reason other than the position they hold, such as commissions and consulting or advisory services provided

Not applicable. 13.15. With respect to the past three years, please indicate the amounts recognized in profit or loss of the Issuer’s direct or indirect parent companies, jointly-controlled companies and subsidiaries as compensation to the members of the Issuer’s Board of Directors, Statutory Executive Board or Fiscal Council, grouped by body, specifying the reason for these amounts being paid to these people.

The Issuer did not recognize, for the past three years, the amounts paid by direct or indirect parent companies, jointly-controlled companies and subsidiaries as compensation to its the management members for the function they perform in their management bodies.

13.16. Supply other information that the Issuer may deem relevant.

The Issuer controls, either directly or indirectly, other publicly-held companies, which have compensation policies adjusted to the profile of each business, and they may or may not have their own stock-based compensation plans. Information on these plans and policies can be found in the respective reference forms disclosed by each of the relevant companies.


162

ITEM 14 – HUMAN RESOURCES 14.1 Describe the Issuer’s human resources, supplying the following information: a) Number of employees (total, grouped based on the activity performed and by geographic location)

The Issuer does not have any employees.

b) Number of outsourced employees (total, by groups based on the activity performed and by geographic location)

The Issuer does not have any outsourced employees. c) Turnover rate

The Issuer does not have any employees/outsourced employees. d) The Issuer’s exposure to labor liabilities and contingencies

The Issuer does not have any employees. 14.2. Comment on any relevant changes which have occurred in relation to the figures disclosed in Item 14.1 above

Not applicable. 14.3. Describe the Issuer’s employee compensation policies, stating: a) The wage and variable compensation policy

The Issuer does not have any employees. b) The benefit policy

The Issuer does not have any employees. c) The characteristics of share-based payments to non-management employees, identifying: I - Groups of beneficiaries

See Item 13.4. II - Exercise conditions

The Issuer does not have any employees. III - Exercise prices

The Issuer does not have any employees. IV - Exercise terms

The Issuer does not have any employees. V - Number of shares committed by the plan

The Issuer does not have any employees. 14.4. Describe the relations between the Issuer and unions

The Issuer does not have relations with unions.


163

ITEM 15 – CONTROLS 15,1 / 15,2 Shareholding Position: Base date: May 2, 2014

Itaúsa - Investimentos Itaú S.A. Nationality CPF/CNPJ EO % EP % Total %

Companhia ESA Brazilian 52.117.397/0001-08 71,275,378 3.029870 12,098 0.000322 71,287,476 1.166709

Fundação Itaú Social Brazilian 59.573.030/0001-30 265,549,570 11.288339 5,577,776 0.148435 271,127,346 4.437339

Fund. Petrobras Seg.Social - PETROS Brazilian 34.053.942/0001-50 352,863,556 15.000000 0 - 352,863,556 5.775054

O. E. Setubal S.A. Brazilian 61.074.456/0001-90 6 0.000001 0

- 6 0.000001

Rudric ITH S.A. Brazilian 67.569.061/0001-45 182,066,062 7.739510 118,643,827 3.157344 300,709,889 4.921494

Alfredo Egydio Arruda Villela Filho Brazilian 066.530.838-88 278,822,933 11.852581 153,189,147 4.076662 432,012,080 7.070419

Alfredo Egydio Nugent Setubal Brazilian 407.919.708-09 1,576 0.000067 0

- 1,576 0.000026

Alfredo Egydio Setubal Brazilian 014.414.218-07 78,126,400 3.321102 21,890,077 0.582538 100,016,477 1.636895

Ana Lúcia de Mattos Barreto Villela Brazilian 066.530.828-06 278,822,933 11.852581 142,671,535 3.796768 421,494,468 6.898285

Beatriz de Mattos Setubal da Fonseca Brazilian 316.394.318-70 1,576 0.000067 0

- 1,576 0.000026

Bruno Rizzo Setubal Brazilian 299.133.368-56 1,576 0.000067 0

- 1,576 0.000026

Camila Setubal Lenz Cesar Brazilian 350.572.098-41 1,576 0.000067 1,573 0.000042 3,149 0.000052

Carolina Marinho Lutz Setubal Brazilian 077.540.228-18 1,576 0.000067 0

- 1,576 0.000026

Fernando Setubal Souza e Silva Brazilian 311.798.878-59 1,576 0.000067 307,098 0.008172 308,674 0.005052

Gabriel de Mattos Setubal Brazilian 348.338.808-73 1,576 0.000067 0

- 1,576 0.000026

Guilherme Setubal Souza e Silva Brazilian 269.253.728-92 1,576 0.000067 78,833 0.002098 80,409 0.001316

José Luiz Egydio Setubal Brazilian 011.785.508-18 78,090,195 3.319563 20,516,585 0.54986 98,606,780 1.613824

Julia Guidon Setubal Brazilian 336.694.358-08 1,576 0.000067 0

- 1,576 0.000026

Luiza Rizzo Setubal Brazilian 323.461.948-40 1,576 0.000067 6,404 0.000170 7,980 0.000131

Marcelo Ribeiro do Valle Setubal Brazilian 230.936.378-21 1,576 0.000067 37,697 0.001003 39,273 0.000643

Maria Alice Setubal Brazilian 570.405.408-00 48,382,614 2.056713 30,474,008 0.810973 78,856,622 1.290587

Mariana Lucas Setubal Brazilian 227.809.998-10 1,576 0.000067 0

- 1,576 0.000026

Marina Nugent Setubal Brazilian 384.422.518-80 1,576 0.000067 0

- 1,576 0.000026

Olavo Egydio Mutarelli Setubal Brazilian 394.635.348-73 1,576 0.000067 0

- 1,576 0.000026

Olavo Egydio Setubal Júnior Brazilian 006.447.048-29 78,791,106 3.349359 22,591,423 0.601202 101,382,529 1.659252

Patricia Ribeiro do Valle Setubal Brazilian 230.936.328-62 1,576 0.000067 37,697 0.001003 39,273 0.000643

Paula Lucas Setubal Brazilian 295.243.528-69 1,576 0.000067 0

- 1,576 0.000026

Paulo Egydio Setubal Brazilian 336.694.318-10 1,576 0.000067 0

- 1,576 0.000026

Paulo Setubal Neto Brazilian 638.097.888-72 89,015,540 3.783993 20,893,185 0.556008 109,908,725 1.798794

Ricardo Egydio Setubal Brazilian 033.033.518-99 78,091,776 3.319631 22,510,270 0.599042 100,602,046 1.646479

Ricardo Villela Marino Brazilian 252.398.288-90 49,446,921 2.101956 29,960,308 0.797302 79,407,229 1.299599

Roberto Egydio Setubal Brazilian 007.738.228-52 78,485,199 3.336355 25,391,018 0.675705 103,876,217 1.700064

Rodrigo Ribeiro do Valle Setubal Brazilian 230.936.298-02 0 - 37,697 0.001003 37,697 0.000617

Rodolfo Villela Marino Brazilian 271.943.018-81 49,488,346 2.103717 30,020,480 0.798904 79,508,826 1.301262

Tide Setubal Souza e Silva Nogueira Brazilian 296.682.978-81 1,576 0.000067 501,705 0.013351 503,281 0.008237

Ações em Tesouraria 1,320,000 0.035128 1,320,000 0.021603

Outros 295,076,804 12.543523 3,111,039,838 82.790839 3,406,116,642 55.745363

Total 2,352,423,707 100 3,757,710,279 100 6,110,133,986 100


164

Companhia ESA Nationality CPF/CNPJ EO % Total %

O. E. Setubal S.A. Brazilian 61.074.456/0001-90 6 0.000001

6 0.000001

Rudric ITH S.A. Brazilian 67.569.061/0001-45 182,066,062 12.96969

182,066,062 12.96969

Alfredo Egydio Arruda Villela Filho Brazilian 066.530.838-88 278,822,933 20.38658

278,822,933 20.38658

Alfredo Egydio Nugent Setubal Brazilian 407.919.708-09 1,576 0.000115

1,576 0.000115

Alfredo Egydio Setubal Brazilian 014.414.218-07 78,126,400 5.712334

78,126,400 5.712334

Ana Lúcia de Mattos Barreto Villela Brazilian 066.530.828-06 278,822,933 20.38658

278,822,933 20.38658

Beatriz de Mattos Setubal da Fonseca Brazilian 316.394.318-70

1,576 0.000115

1,576

0.000115

Bruno Rizzo Setubal Brazilian 299.133.368-56 1,576 0.000115

1,576 0.000115

Camila Setubal Lenz Cesar Brazilian 350.572.098-41 1,576 0.000115

1,576 0.000115

Carolina Marinho Lutz Setubal Brazilian 077.540.228-18 1,576 0.000115

1,576 0.000115

Fernando Setubal Souza e Silva Brazilian 311.798.878-59 1,576 0.000115

1,576 0.000115

Gabriel de Mattos Setubal Brazilian 348.338.808-73 1,576 0.000115

1,576 0.000115

Guilherme Setubal Souza e Silva Brazilian 269.253.728-92 1,576 0.000115

1,576 0.000115

José Luiz Egydio Setubal Brazilian 011.785.508-18 78,090,195 5.709687

78,090,195 5.709687

Julia Guidon Setubal Brazilian 336.694.358-08 1,576 0.000115

1,576 0.000115

Luiza Rizzo Setubal Brazilian 323.461.948-40 1,576 0.000115

1,576 0.000115

Marcelo Ribeiro do Valle Setubal Brazilian 230.936.378-21 1,576 0.000115

1,576 0.000115

Maria Alice Setubal Brazilian 570.405.408-00 48,382,614 3.537571

48,382,614 3.537571

Mariana Lucas Setubal Brazilian 227.809.998-10 1,576 0.000115

1,576 0.000115

Marina Nugent Setubal Brazilian 384.422.518-80 1,576 0.000115

1,576 0.000115

Olavo Egydio Mutarelli Setubal Brazilian 394.635.348-73 1,576 0.000115

1,576 0.000115

Olavo Egydio Setubal Júnior Brazilian 006.447.048-29 78,791,106 5.760935

78,791,106 5.760935

Patricia Ribeiro do Valle Setubal Brazilian 230.936.328-62 1,576 0.000115

1,576 0.000115

Paula Lucas Setubal Brazilian 295.243.528-69 1,576 0.000115

1,576 0.000115

Paulo Egydio Setubal Brazilian 336.694.318-10 1,576 0.000115

1,576 0.000115

Paulo Setubal Neto Brazilian 638.097.888-72 89,015,540 6.508511

89,015,540 6.508511

Ricardo Egydio Setubal Brazilian 033.033.518-99 78,091,776 5.709803

78,091,776 5.709803

Ricardo Villela Marino Brazilian 252.398.288-90 49,446,921 3.616901

49,446,921 3.616901

Roberto Egydio Setubal Brazilian 007.738.228-52 78,485,199 5.738568

78,485,199 5.738568

Rodolfo Villela Marino Brazilian 271.943.018-81 49,488,346 3.618418

49,488,346 3.618418

Tide Setubal Souza e Silva Nogueira Brazilian 296.682.978-81 1,576 0.000115

1,576 0.000115

Total 1,367,658,399 100 1,367,658,399 100


165

O. E. Setubal S.A. Nationality CPF/CNPJ EO % Total %

Alfredo Egydio Setubal Brazilian 014.414.218-07 100,000

14.285714 100,000 14.285714

José Luiz Egydio Setubal Brazilian 011.785.508-18 100,000

14.285714 100,000 14.285714

Maria Alice Setubal Brazilian 570.405.408-00 100,000

14.285714 100,000 14.285714

Olavo Egydio Setubal Júnior Brazilian 006.447.048-29 100,000

14.285714 100,000 14.285714

Paulo Setubal Neto Brazilian 638.097.888-72 100,000

14.285714 100,000 14.285714

Ricardo Egydio Setubal Brazilian 033.033.518-99 100,000

14.285714 100,000 14.285714

Roberto Egydio Setubal Brazilian 007.738.228-52 100,000

14.285714 100,000 14.285714

Total 700,000 100 700,000 100

Rudric ITH S.A. Nationality CPF/CNPJ EO % Total %

Maria de Lourdes Egydio Villela Brazilian 007.446.978-91 859,592,758 99.999942 859,592,758 99.999942

Ricardo Villela Marino Brazilian 252.398.288-90 250 0.000029 250 0.000029

Rodolfo Villela Marino Brazilian 271.943.018-81 250 0.000029 250 0.000029

Total 859,593,258 100 859,593,258 100

15,3 In a table, please describe the distribution of capital, as determined in the last Annual Shareholders’ Meeting:

Date of the last meeting May 2, 2014

Number of individual shareholders (units) 24,746 Number of corporate shareholders (units) 2,587 Number of institutional investors (units) 0

Outstanding shares

Outstanding shares correspond to all of the shares of the Issuer, except for those held by the parent company, the people related to it, the Directors of the Issuer and the treasury shares,

Number of common shares (units) 913,489,930 38,831862%Number of preferred shares (units) 3,116,615,619 82,968366%Total 4,030,105,549 65,971980%


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15,4, Should the Issuer wish, please insert a flowchart of the Issuer’s shareholders, identifying all direct and indirect parent companies, as well as the shareholders who have an interest equal to or higher than 5% in a class or type of shares, provided that it is compatible with the information presented in Items 15,1 and 15,2

Base Date: May 2, 2014 ON: Book-entry common share PN: Book-entry preferred share 15,5, With respect to any Shareholders’ Agreement filed at the Issuer’s head office or to which the parent company is a party that regulates the exercise of the voting right or the transfer of shares issued by the Issuer, please indicate: a) The Parties to the agreement

Itaúsa – Investimentos Itaú S,A, Shareholders’ Agreement (Itaúsa Shareholders’ Agreement): made between individuals that are part of the Villela and Setubal families, in addition to ESA, Itaúsa Shareholders’ Agreement only provides for the transfer of shares issued by Itaúsa by its controlling shareholders,

Companhia ESA Shareholders’ Agreement (ESA Shareholders’ Agreement): made between individuals that are

part of the Villela and Setubal families, ESA Shareholders’ Agreement provides for (i) the transfer of shares issued by Itaúsa held by its controlling shareholders, and (ii) the exercise of the voting right by Itaúsa’s shareholders at its Shareholders’ Meeting and by those appointed by such controlling shareholders to Itaúsa’s Board of Directors and Executive Board,

OES Participações S,A, and Itaúsa – Investimentos Itaú S,A, Shareholders’ Agreement (OES/Itaúsa

Shareholders’ Agreement): made between individuals that are part of the Setubal family, OES/Itaúsa Shareholders’ Agreement only provides for the transfer of shares issued by Itaúsa held by the members of the Setubal family, b) The date of execution

Itaúsa Shareholders’ Agreement: March 13, 2013 ESA Shareholders’ Agreement: March 13, 2013 OES/Itaúsa Shareholders’ Agreement: August 5, 2005

c) The term of effectiveness Itaúsa Shareholders’ Agreement: effective for a period of ten years from June 24, 2009, automatically renewable

for successive periods of ten years, except in cases where any controlling shareholder expresses any wish contrary to the renewal two years before the termination of each term of effectiveness,

ESA Shareholders’ Agreement: effective for as long as the Itaúsa Shareholders’ Agreement is effective,


167

OES/Itaúsa Shareholders’ Agreement: effective for a period of 30 years from its signature (August 5, 2005) or for

the term of effectiveness of the Itaúsa Shareholders’ Agreement, whichever is longest,

d) A description of the clauses related to the exercise of the voting right and control power Itaúsa Shareholders’ Agreement: there is no provision in this regard, ESA Shareholders’ Agreement: certain matters related to Itaúsa’s main strategic points must be determined in

advance at the meeting of Itaúsa’s controlling shareholders (the Villela and Setubal families), With respect to these strategic points, the ESA Shareholders’ Agreement provides that (i) the members of Itaúsa’s Board of Directors appointed by its controlling shareholders, (ii) the members of Itaúsa’s Executive Board appointed by its controlling shareholders, and (iii) Itaúsa’s controlling shareholders, at the Annual Meeting of Itaúsa itself, should vote uniformly and in accordance with the resolution made in the meeting of Itaúsa’s controlling shareholders,

OES/Itaúsa Shareholders’ Agreement: there is no provision in this regard,

e) A description of the clauses related to the appointment of management members Itaúsa Shareholders’ Agreement: each of the Villela and Setubal families is entitled to appoint two members to

Itaúsa’s Board of Directors, The other members of Itaúsa’s Board of Directors will be appointed by consensus among its controlling shareholders,

ESA Shareholders’ Agreement: each of the Villela and Setubal families are entitled to appoint two members to

Itaúsa’s Board of Directors, The other members of Itaúsa’s Board of Directors will be appointed by consensus among its controlling shareholders,

OES/Itaúsa Shareholders’ Agreement: there is no provision in this respect,

f) A description of the clauses related to the transfer of shares and the preemptive right to purchase them Itaúsa Shareholders’ Agreement: (a) see items “b”, “c”, “d” and “f” of the ESA Shareholders’ Agreement, (b) the

sale of the shares issued by Itaúsa by its controlling shareholders may not reduce the position of the Villela or Setubal families to less than 30% of the total controlling stake of Itaúsa, and (c) none of Itaúsa’s controlling shareholders may buy common shares from third parties that are strange to the controlling shareholders without offering them beforehand to ESA, which will have the preemptive right to acquire them, and to the other family, which will have the preemptive right to acquire half of the shares offered by the third party who is strange to the controlling stake,

ESA Shareholders’ Agreement: (a) Itaúsa’s controlling shareholders (the Villela and Setubal families) may not

trade shares issued by ESA or their respective subscription rights (or, indirectly, shares issued by Itaúsa) in cases other than those provided for in the ESA Shareholders’ Agreement, (b) the acquisition of common shares issued by Itaúsa (or the subscription rights of such common shares) may not cause the Villela or the Setubal families to directly or indirectly hold more than 70% of the total common shares issued by Itaúsa that compose its controlling stake, (c) Itaúsa’s controlling shareholders may sell a lot of shares issued by Itaúsa that, in transactions accumulated in a period of two years, does not exceed 1% of Itaúsa’s controlling stake (“Small Lot”), Until the limit of the Small Lot is reached, the controlling shareholders that have not sold their shares in the past two years can make new sales, Once the limit of the Small Lot is reached, only “Large Lots” (lots of shares that exceed 1% of Itaúsa’s total controlling stake up to the limit of 10% of said controlling stake) may be sold, (d) Itaúsa’s controlling shareholders may sell “Large Lots” every two years, Every controlling shareholder of Itaúsa can only offer a Large Lot two years after the date of the prior sales offer made by any controlling shareholder of Itaúsa, even if the limit of a Large Lot was not reached during the prior sale, In both the Small Lot sale and in the Large Lot sale, the offering shareholder must make an offer to the other shareholders of the same family, to ESA and to the shareholders of the other family who, in this order, will have the preemptive right to acquire the shares, (e) the sale of the shares issued by Itaúsa between the shareholders of the same family is not subject to any limitation, and (f) a controlling shareholder of Itaúsa who wishes to sell their rights to subscribe to the shares issued by Itaúsa should offer them to the members of their families, to the members of the other family, to ESA and at Stock Exchanges, in this order,

OES/Itaúsa Shareholders’ Agreement: (a) a member of the Setubal family may only sell their common shares

issued by Itaúsa related to the OES/Itaúsa Shareholders’ Agreement after offering them to the other shareholders of the Setubal family, and (b) the preferred shares issued by Itaúsa related to the OES/Itaúsa Shareholders’ Agreement will be kept by the members of the Setubal family, who may only use them for the payment for common shares issued by Itaúsa acquired from other members of the Setubal family,


168

g) A description of the clauses that restrict or condition the voting rights of the members of the Board of Directors Itaúsa Shareholders’ Agreement: there is no provision in this regard, ESA Shareholders’ Agreement: certain matters related to Itaúsa’s main strategic points must be determined in

advance at the meeting of Itaúsa’s controlling shareholders (the Villela and Setubal families), ESA’s Shareholders' Agreement provides that the members of Itaúsa’s Board of Directors appointed by its controlling shareholders should vote uniformly and in accordance with the resolution made at the meeting of Itaúsa’s controlling shareholders,

OES/Itaúsa Shareholders’ Agreement: there is no provision in this regard, 15,6 Indicate relevant changes in the ownership interests of the Issuer’s control group and management

There were no relevant changes in the ownership interests of the Issuer’s control group and management in the last three years, 15,7 Supply other information that the Issuer may deem relevant None,


169

ITEM 16 - TRANSACTIONS WITH RELATED PARTIES 16,1, Describe the Issuer’s rules, policies and practices regarding the carrying out of transactions with related parties, as determined by the accounting rules that address this matter

The transactions carried out between Itaúsa and its subsidiaries are based on compliance with legal and ethical rules,

The transactions with related parties are carried out at amounts, on terms and at average rates that are usual in

the market, in effect on the respective dates, and on an arm’s length basis, These transactions follow the criteria of strict compliance with legal provisions, to prevent favorable treatment of

group or controlling companies, For this reason, such transactions are always exhaustively analyzed by senior management,

Specifically regarding loan operations, our subsidiary in the financial area is prohibited by law from granting loans

or advances to (i) controlling companies of the institution and individuals and companies related thereto, (ii) officers, directors and members of the Fiscal Council of the institution, and individuals and companies related thereto, (iii) entities controlled by the financial institution or in which it holds, either directly or indirectly, more than 10,0% of the financial institution's capital stock, or (iv) entities that hold, directly ou indirectly, more than 10,0% of the capital of the financial company,

16,2, Describe transactions with related parties that, according to the accounting rules, should be disclosed in the Issuer’s individual or consolidated financial statements and that have been entered into in the past three years or that are in effect in the current year:

Related party Transaction

date Transaction

amount (reais) Existing balance Amount

(reais) Due date Loan or other

type of debt Interest rate

charged

Itaú Unibanco S,A, 04,01,1998 0 Expenses of R$ 12 million in 2012, R$ 13 million in 2011 and R$ 17 million in 2010, There is no remaining balance,

Not applicable

Undetermined No 0

Relationship with the Issuer Banco Itaú Unibanco S,A, ‐ Subsidiary of Itaú Unibanco Holding S,A,

Subject matter of the agreement

Agreement for the Apportionment of Common Costs due to the use of the common structure

Guarantees and insurance Not applicable

Termination or extinction conditions

By convenience of one of the parties upon a 30‐day prior notice

Nature and reason for the transaction

Duratex S,A, 07,10,2008 1,015,812,000,00 Endorsements amounting to R$ 463 million as at December 31, 2012,

Not applicable

Thirteen agreements with the following dates: April 11, 2005, December 27, 2007, January 8, 2008,

November 19, 2008, February 11, 2010, July 8, 2010, March 30, 2011, April 15, 2011, June 20, 2012, June 8, 2012 and October 11, 2012, falling due on April 15, 2015, January 15, 2017, January 15, 2018, July 15, 2017, October 15, 2016, July 15, 2017, August

15, 2018, February 15, 2020, April 15, 2020, February 17, 2021 and May 15, 2025, respectively,

No 0

Relationship with the Issuer Duratex S,A, ‐ Subsidiary


Endorsements and sureties



The settlement of the agreements terminates the guarantees


Itautec S,A, 07,18,2007 208,007,000,00 Endorsements amounting to R$ 131 million as at December 31, 2012,

Not applicable

Two agreements with the following dates: July 18, 2007 and November 4, 2009, falling due on October

15, 2016 and March 15, 2018, respectively,

No 0

Relationship with the Issuer Itautec S,A, ‐ Subsidiary







170


Elekeiroz S,A, 06,12,2012 123,741,000,00 Endorsements amounting to R$ 67 million as at Decem,ber 31, 2012

Not applicable

There is only one agreement dated June 12, 2012, falling due on October 15, 2018,

No 0

Relationship with the Issuer Elekeiroz S,A, ‐ Subsidiary







16,3, For each of the transactions or group of transactions mentioned in Item 16,2 above that took place in the previous year: (a) identify the measures taken to address conflicts of interest, and (b) show the strictly commutative nature of the agreed-upon conditions or the proper compensatory payment

The consolidated transactions presented in Item 16,2, base date December 31, 2012, between Itaúsa and related

parties, were carried at amounts and rates and on terms that are usual in the market, on an arm’s length basis, and do not give rise to any benefit or loss to the parties, particularly:

Apportionment of Common Costs – The calculation and payment is made on a monthly basis and each

company that uses the common structures pays, provisionally, to the centralizing company, an estimate of costs equivalent to the arithmetic mean of the 2nd and 3rd months prior to the month to which the payment relates, This is necessary because it is not possible to determine the exact amount of the costs to be apportioned during the month itself,

In the subsequent month, once the amount effectively due is determined, any difference existing between this amount and the amount provisionally paid will be settled by the last working day of the month, duly adjusted,

Amounts receivable from related companies – price adjustments related to the purchase of investments, the variations of which is reflected in accordance with the changes in the market value of the disposed investment,

Endorsements and sureties – in the endorsements provided by Itaúsa, there is no financial compensation to the controlling company,


171

ITEM 17 - CAPITAL 17,1, Prepare a table containing the following information on capital:

Date of authorization or approval

Capital amount (Reais)

Term for payment

Number of common shares

(units)

Number of preferred shares

(units)

Number of total shares (units)

Type of capital Issued Capital April 28, 2014 27,025,000,000.00 2,352,423,707 3,757,710,279 6,110,133,986

Type of capital Subscribed capital April 28, 2014 22,000,000,010,00 2,352,423,707 3,757,710,279 6,110,133,986

Type of capital Paid-in capital April 28, 2014 22,000,000,010,00 2,352,423,707 3,757,710,279 6,110,133,986 Type of capital

Authorized capital

April 28, 2014 0,00 2,750,000,000 5,500,000,000 8,250,000,000

17,2, With respect to the issuer’s capital increases, please indicate: a) The date of resolution b) The body that resolved the increase c) The date of issue d) The total amount of increase e) The number of securities issued, specifying class and type f) The issue price g) The payment form: I - cash II - if assets, please describe III - if rights, please describe h) The criteria used to determine the issue price (Article 170, paragraph 1, of Law No, 6,404 of 1976) i) The indication of whether the subscription was private or public j) The percentage that the increase represents in relation to the capital immediately prior to the increase

Date of resolution

Body that resolved on the increase

Date of issue Total amount of increase

Number of securities issued

Issue price Payment form Criterion Private or public

subscription

% in relation to last capital

06,30,2010 Shareholders’ Meeting

04,30,2010 R$ 266,000,000,00 C 10,758,861

P 17,241,139

9,50000 In Cash Adjusted weighted average price of preferredshares at BM&FBovespa

from 11,30,2009 to 03,29,2010

Private 2,05000000


04,29,2011 R$ 412,000,000,00 C 15,830,895

P 25,369,105

10,00000 In Cash Adjusted weighted average price of preferredshares at BM&FBovespa

from 12,08,2010 to 04,06,2011

Private 3,11000000

07,12,2013 Meeting of the Board of Directors

05,06,2013 R$ 900,000,010,00 C 53,308,194

P 85,153,346

6,500000 In cash or by offsetting credits originating from JCP “interest on capital" declared by the Company

on 12,17,2012 and 03,04,2013,

Adjusted weighted average price of preferredshares at BM&FBovespa

from 01,02,2013 to 04,30,2013

Private 4,26540289

04,25,2014 Meeting of the Board of Directors

02,18,2014 R$ 525,000,010,00 C 32,340,304

P 51,659,696

6,250000 In cash or by offsetting credits originating from JCP “interest on capital" declared by the Company on 02,18,2014

Adjusted weighted average price of preferredshares at BM&FBovespa

from 10,15,2013 to 02,10,2014

Private 1,53546169


172

17,3, With respect to splits, reverse splits and bonuses, please describe in a table format: Splits: Number of shares before the approval Number of shares after the approval

Date of resolution C P C P

- - - - -

Reverse splits: Number of shares before the approval Number of shares after the approval


- - - - -

Bonuses: Number of shares before the approval Number of shares after the approval


04,26,12 1,696,626,868 2,710,154,721 1,866,289,554 2,981,170,193 04,30,13 1,866,289,554 2,981,170,193 2,052,918,509 3,279,287,212 04,28,14 2,138,567,007 3,416,100,254 2,352,423,707 3,757,710,279

C: Book-entry common shares P: Book-entry preferred shares 17,4, With respect to the Issuer’s capital reductions, please indicate: Justification for not filling out the table: There was no reduction in the Issuer’s capital between the years 2010 and 2013. 17,5, – Supply other information that the Issuer may deem relevant I – Additional information related to changes in the Company’s capital that took place in the past three years

Item 17,2 – Capital increases

Date of

resolution Body that

resolved on the increase

Date of issue

Total amount of increase

Number of securities

issued

issue price

Payment form Criterion Private or public

subscription

% in relation to last capital


04,30,2010 R$ 405,254,19 C NA

P 448,949

0,90267 Merger of companies

(*) NA 0,003

(*) the share exchange ratio was determined based on: (i) the shareholders' equity of the shares of the merged companies determined on 12/31/2009, and (ii) the average market price at BMF&BOVESPA for the past 120 trading sessions of the preferred shares of Itaúsa, calculated from November 30, 2009 to March 29, 2010,

II – Cancellation of shares in treasury

- The Shareholders’ Meeting of April 30, 2009, resolved to cancel 1,382,038 of the company's preferred shares in

treasury, without reducing the capital, which is represented by 4,345,832,640 book-entry shares, 1,670,037,112 of which are common shares and 2,675,795,528 are preferred shares with no par value,

- The Shareholders’ Meeting of April 26, 2012, resolved to cancel 8,700,000 of the company's preferred shares in treasury, without reducing the capital, which is represented by 4,406,781,589 book-entry shares, 1,696,626,868 of which are common shares and 2,710,154,721 are preferred shares with no par value,


173

ITEM 18 - SECURITIES 18,1, Describe the rights of each class and type of share issued:

The Issuer’s Bylaws set forth two types of shares: common and preferred, both book-entry, with no par value and of a single class, a) Right to dividends

Shareholders are entitled to receive as mandatory dividends, in each year, the minimum amount of 25% of the net income determined in the same year, adjusted by the addition or deduction of the amounts specified in sub-items “a” and “b” of Item I of Article 202 of the Brazilian Corporate Law and in compliance with Items II and III of the same legal provision,

The preferred shares will be entitled to the payment of an annual minimum dividend of R$0,01 per share, The

amount of the mandatory dividend remaining after the payment of the minimum priority dividend payable on the preferred shares will be first applied on the payment of the dividend on the common shares equal to the priority dividend on the preferred shares, Both types of shares participate equally after all shareholders have received the minimum dividends, b) Voting rights

Preferred shares do not confer voting rights upon their holders, Each common share corresponds to one vote on a resolution made at the Shareholders’ Meeting,

c) Convertibility into another class or type of share, indicating: I – Conditions II - Effects on capital

The Board of Directors may authorize the conversion of common shares into preferred shares (reconversion prohibited), based on a fixed ratio or following bidding at a stock exchange, and in both cases it should determine the periods and amounts, The conversion ratio may not be higher than one preferred share for one common share presented, considering the legal limit, If the common shares to be converted result in a final number of preferred shares that exceeds the limit of two-thirds of preferred shares, the Issuer will carry out an apportionment among the holders of common shares interested in the conversion proportional to the number of common shares presented for conversion, and a conversion that results in share fractions is prohibited, After each conversion period, the Board of Directors will specify the new number of shares by type, and the amendments to the Bylaws will be made at the first annual meeting, d) Rights in the reimbursement of capital

In the case of the liquidation of the Issuer, the shareholders will receive payments related to capital reimbursement in proportion to their interests in the capital after the payment of all of the Issuer’s obligations,

Pursuant to Articles 45 and 137 of Brazilian Corporate Law, the shareholders that dissent from the resolutions approved by the Shareholders’ Meetings may leave the Issuer, upon reimbursement of the amount of their shares, in which case, the reimbursement will be based on the book value of the shares, e) The right to participate in public offerings due to disposal of control

In the event of a disposal of control, the common and preferred shares will be included in the public offering of shares, so that they entitle their holders to a price equal to 80% of the value paid per share in the controlling stake, f) Restrictions on trading

None, g) Conditions for changing the rights assured by such securities

There are no requirements in the Bylaws additional to those existing in the law that change the rights assured by the securities issued by the Issuer,


174

h) Other relevant characteristics

There are no other relevant characteristics, i) Foreign issuers should identify the differences between the characteristics described in items “a” and “i” and those usually attributed to similar securities issued by local issuers, identifying which are inherent to the described security and which are imposed by rules of the issuer’s original country or of the country where its securities are in custody

None, 18,2, Describe, if applicable, the statutory rules that limit the voting rights of significant shareholders or that force them to carry out a public offering

There are no statutory rules that limit the voting rights of significant shareholders or that force them to carry out a

public offering,

18,3, Describe exceptions and suspension clauses related to equity or political rights provided for in the Bylaws

The Issuer’s Bylaws does not provide for exceptions or suspension clauses related to equity or political rights,


175

18,4- Trading volume, as well as the highest and lowest prices of securities traded

Fiscal Year December

31, 2012

Quarter Security Type Class Market Managing entity Financial volume

traded (reais) Highest price

(reais) Lowest price

(reais) Price factor

03,12,31 Shares Preferred Stock Exchange

BM&F BOVESPA S,A, R$ 6,236,963,195 R$ 11,49 R$ 10,04 R$ per unit







03,12,31 Shares Common Stock Exchange

BM&F BOVESPA S,A, R$ 17,663,175 R$ 13,59 R$ 12,64 R$ per unit






BM&F BOVESPA S,A, R$ 68,023,432 R$ 14,89 R$ 12,00

R$ per unit


31, 2011






















31, 2010





















Note: The amounts informed include adjustments from proceeds, except dividends,


176

18,5, Describe securities issued other than shares, indicating: a) Identification of the security

Unsecured and non-convertible debentures,

Promissory Notes, b) Number

10,000 debentures,

200 Promissory Notes, 100 notes of which were redeemed in advance on August 21, 2012 for the amount of R$ 202 million and 100 notes were redeemed upon maturity (March 28, 2013) for the amount of R$ 210 million,

c) Amount

Debentures: total issue price of R$ 1 billion, Unit par value of R$ 100,000 at the issue date,

Promissory Notes: total issue price of R$ 400 million, Unit par value of R$ 2 million at the issue date,

d) Issue date

Debentures: June 1, 2010,

Promissory Notes: July 13, 2012, e) Restrictions on trading

Only those provided for in the applicable legislation, particularly in CVM Instruction No, 476/2009, f) Convertibility into shares or concession of right to subscribe or purchase the issuer’s shares, indicating: I – conditions

The debentures are not convertible into shares and the promissory notes were not convertible into shares, II - effects on capital

There are no effects on the Issuer’s capital, g) Possibility of redemption, indicating: I - cases for redemption

Debentures: Itaúsa may, at its sole discretion, starting in the 18th month after the issue date, redeem the outstanding debentures in advance,

Promissory Notes: Itaúsa could, at its sole discretion, starting in the 31st day after the issue date, redeem

the promissory notes in advance, II - formula for the calculation of the redemption value

Promissory Notes: Payment of the unit par value plus remuneration described in Item h) (II) below (“Interest”), calculated pro rata

temporis after the issue date,


177

Debentures:

Payment of the unit par value plus remuneration described in Item h) (II) below (“Interest”), calculated pro rata temporis after the issue date or the immediately prior remuneration payment date, as the case may be, plus a share premium calculated using the following formula:

P= d/D *0,50% where: P= share premium payable as a percentage of the redemption value d= number of days between the early redemption date and the maturity date D= number of days between the beginning of the term for early redemption date and the maturity date,

h) When the securities are debt related, please indicate, when applicable: I – The maturity, including early maturity conditions

Promissory Notes: as stated in Item 18,5(a) above, 50% of the promissory notes were redeemed in advance and the remaining 50% matured and were duly paid on March 28, 2013,

Debentures:

The term of the debentures is three years from the issue date, to be paid and amortized in three annual and

consecutive installments, as follows:

Amortization Date of amortization Part of the par value to be

amortized (%)

1st amortization 06/01/2011 30%

2nd amortization 06/01/2012 35%

3rd amortization 06/01/2013 35%

Total 100%

In accordance with the table above, Itaúsa paid (i) on June 1, 2011, R$ 416 million related to the first annual

installment of the debt, R$ 300 million of which refers to the first repayment of the nominal amount of the debentures, and R$ 116 million of which refers to interest; (ii) on June 1, 2012, R$ 432 million related to the second annual installment of the debt, R$ 350 million of which refers to the second repayment of the nominal amount of the debentures and R$ 82 million refers to interest; and (iii) on June 1, 2013, R$ 377 million related to the third annual installment of the debt, R$ 350 million of which refers to the third repayment of the nominal amount of the debentures and R$ 27 million refers to interest,

Early maturity, As presented in detail in the debenture issue deed, debentures mature early upon the occurrence

of any of the following events: (1) non-payment of any monetary liability by Itaúsa, (2) (a) bankruptcy adjudication of Itaúsa, Itaú Unibanco Holding S,A,, Itaú Unibanco S,A, and/or Banco Itaú BBA S,A, (together, the “Relevant Subsidiaries"), (b) voluntary bankruptcy by Itaúsa and/or any of the Relevant Subsidiaries, as applicable, (c) petition for bankruptcy filed against Itaúsa and/or any of the Relevant Subsidiaries by third parties and not defeated within the legal term, (d) petition for judicial or extrajudicial recovery of Itaúsa and/or any of the Relevant Subsidiaries, or (e) intervention, liquidation, winding-up or, as applicable, dissolution of Itaúsa and/or any of the Relevant Subsidiaries, (3) protest of bills against Itaúsa in the local or foreign market at an amount equal to or higher than R$100 million, (4) change in the control, direct or indirect, of Itaúsa, except if the rating agency maintains the rating assigned to the offering, (5) approval of merger, acquisition or spin-off of Itaúsa, except if the rating agency maintains the rating assigned to the offering, (6) early maturity of any financial liabilities of Itaúsa and/or any of the Relevant Subsidiaries in the local or foreign market at an amount equal to or higher than R$100 million, (7) reduction of Itaúsa’s capital, except if the transaction is previously approved by the majority of the outstanding debenture holders, (8) non-compliance with any judicial order against Itaúsa relating to an amount equal to or higher than R$100 million, (9) change in the business purpose of Itaúsa that may materially and adversely affect it, (10) non-compliance, by Itaúsa, with any non-monetary liability related to the debentures, (11) transformation of Itaúsa into a limited liability company, (12) assignment, promise of assignment or any other type of transfer or promise of transfer to third parties, by Itaúsa, of the liabilities assumed in the debenture issue deed, except if the transaction (a) is previously approved by at least two-third of the outstanding debenture holders; or (b) arises from a merger, acquisition or spin-off transaction that is not an event of default, (13) dividend distribution, payment of interest on capital or any other payment to its shareholders, in the event Itaúsa is in default with any of its liabilities set out in the


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debenture issue deed, (14) annulment, nullity or unenforceability as regards the issue of the debentures, (15) loss by Itaúsa of the direct or indirect control of one or more of the Relevant Subsidiaries, or (16) non-observance by Itaúsa of the financial indices to be annually calculated based on the data of the first quarter of each fiscal year, as determined by the debenture issue deed, II - Interest

Promissory Notes:

Interest equivalent to 104,4% of the accumulated variation of the daily average rates of intraday, extra-group

Interbank Deposits (“DI”), daily calculated and disclosed by CETIP, based on 252 business days, following the compound interest system, pro rata temporis, per business day, incurred from the issue date,

Debentures:

Interest equivalent to 106,50% of the accumulated variation of the daily average rates of intraday, extra-group

Interbank Deposits (“DI”), daily calculated and disclosed by CETIP, based on 252 business days, following the compound interest system, pro rata temporis, per business day, will be incurred from the issue date or the date of the previous interest payment to the date of the following interest payment, III – the guarantee and, if secured, a description of the asset that is the subject matter of the guarantee

None, IV - in the absence of a guarantee, whether the credit is unsecured or subordinated

Unsecured, V - possible restrictions imposed on the issuer with respect to: • distribution of dividends • disposal of certain assets • contracting of new debts • the issue of new securities

Only those provided for in the applicable legislation, particularly in CVM Instruction No, 476/2009, VI – the fiduciary agent, indicating the main terms of the agreement

Debentures: The fiduciary agent is Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S,A, The fiduciary agent will receive remuneration to be paid by Itaúsa in quarterly installments of R$ 7,000, adjusted based on the accumulated variation of the IGP-M (inflation rate) plus the respective taxes, i) any conditions for changing the rights assured by such securities

Only those provided for in the applicable legislation, j) Other relevant characteristics

None, 18,6, Indicate the Brazilian markets in which the Issuer’s securities are admitted for trading

The shares of Itaúsa were listed for trading on BM&FBOVESPA on June 30, 1966,

In line with the Issuer’s historical commitment to transparency, corporate governance and the strengthening of capital markets, ITAÚSA is among the first companies that voluntarily adhered to the Differentiated Corporate Governance Index of BM&FBOVESPA – Level I on June 26, 2001,


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18,7, For each class and type of security admitted for trading in foreign markets, please indicate: a) The country

There is no class or type of security admitted for trading in foreign markets, b) The market

None, c) The managing entity of the market in which the securities are admitted for trading

None, d) The date of admission for trading

None, e) If applicable, indicate the trading segment

None, f) The date on which the securities were first listed in the trading segment

None, g) The percentage of trading volume abroad in relation to the total trading volume of each class and type in the previous year

None, h) If applicable, the proportion of deposit certificates abroad in relation to each class and type of shares

None, i) If applicable, the depository bank

None, j) If applicable, the custodian institution

None, 18,8, Describe the public offerings for distribution carried out by the Issuer or third parties, including parent companies and affiliated and subsidiary companies, related to the Issuer’s securities

In accordance with the description in Item 18,5 above, Itaúsa held (i) on June 1, 2010 its first public issue of unsecured non-convertible debentures amounting to R$ 1 billion, following the system provided for in CVM Instruction No, 476/2009 (public distribution with limited placement efforts, exclusively for qualified investors) and the funds obtained from this issue were fully used to purchase common shares issued by Itaú Unibanco Holding S,A,, and (ii) on July 13, 2012 its first issue of commercial paper in accordance with CVM Instruction No, 134/90, as amended, following the system provided for in CVM Instruction No, 476/2009 (public distribution with limited placement efforts, exclusively for qualified investors),

18,9, Describe the public offerings for acquisition carried out by the Issuer related to shares issued by third parties

The Issuer did not carry out any public offerings for the acquisition of shares issued by third parties, 18,10, – Supply other information that the Issuer may deem relevant

None,


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ITEM 19 - REPURCHASE PLANS AND TREASURY SECURITIES 19,1 – Information on the Issuer’s plans for the repurchase of shares

Date of

resolution Repurchase

period Available reserves and profits (reais)

Type Class Expected number (unit)

% in relation to

total outstanding

Acquired number

approved (unit)

Weighted

average price

Price factor % acquired

Other characteristics

10,29,2012 10/31/2012 to 10/31/2013

2,874,306,826,56 Common - 70,000,000 9,646689 0 0,00 R$ per unit 0,000000

Preferred - 240,000,000 9,811975 0 0,00 R$ per unit 0,000000

Available Reserves and profits: Refers to the balance of the Reserve for Working Capital, base-date September 30, 2012,

11,07,2011 11/09/2011 to 11/08/2012

3,950,690,531,60 Common - 65,000,000 9,853403 0 0,00 R$ per unit 0,000000

Preferred - 213,000,000 9,568169 0 0,00 R$ per unit 0,000000

Available Reserves and profits: Refers to the balance of the Reserve for Working Capital, base-date October 31, 2011,

11,08,2010 11/09/2010 to 11/08/2011

3,176,409,456,71 Common - 65,000,000 9,940000 0 0,00 R$ per unit 0,000000

Preferred - 219,000,000 9,910000 8,700,000 9,23 R$ per unit 3,970000


11,09,2009 11/10/2009 to 11/10/2010

2,738,820,812,34 Common - 65,000,000 9,970000 0 0,00 R$ per unit 0,000000

Preferred - 219,000,000 9,960000 1,382,038 11,03 R$ per unit 0,630000



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19,2 - Changes in the securities held in treasury

Fiscal Year December 31, 2012

SHARES

Type of share Preferred shares Description of securities

Common shares

Changes Number (units) Total amount (R$

Reais) Weighted average price (R$ Reais)

Opening balance - - -

Purchases - - -

Disposals - - -

Cancellations - - -

Closing balance - - -


Preferred



Opening balance 8,700,000 80,309,642,38 9,23

Purchases - - -

Disposals - - -

Cancellations (8,700,000)

(80,309,642,38) 9,23



SHARES


Common shares




Purchases - - -

Disposals - - -

Cancellations - - -



Preferred




Purchases 8,700,000 80,309,642,38 9,23

Disposals - - -

Cancellations - - -

Closing balance 8,700,000 80,309,642,38 9,23


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SHARES


Common shares




Purchases - - -

Disposals - - -

Cancellations - - -



Preferred



Opening balance 1,382,038 15,243,879,14 11,03

Purchases - - -

Disposals - - -

Cancellations 1,382,038 15,243,879,14 11,03


19,3- Information on the securities held in treasury at the end of the previous year

None, 19,4 – Supply other information that the Issuer may deem relevant In March and April 2014, itasa held negotiations with their own actions for Treasury Stock, as share repurchase program approved by the Board of Directors.

In April 28, 2014, was deliberate the issuance of new book entry shares with no par value to stockholders as share bonus in the proportion of one (1) new share for every ten (10) shares of the same type of which they were holders on the base date.

In 02.05.2014, the position of the Treasury Stock was:

Preferred

Changes Number (units) Total amount (R$ Reais) Weighted average price (R$ Reais) Opening balance: December 31,02014 - - -

Purchases 1,200,000 10,884,470.78 9.06

Bonus 120,000 972,155.44 8,10

Disposals - - -

Cancellations - - -

Closing balance 1,320,000 11,856,626.22 8,98


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ITEM 20 - SECURITIES TRADING POLICY 20,1, Indicate whether the Issuer adopted a trading policy for the securities issued by it by direct or indirect controlling shareholders, Executive Officers, Directors or members of the Fiscal Council or of any body created by a statutory provision, that performs technical or advisory functions, stating: a) The date of approval

The Issuer’s current securities trading policy was approved in 2002, taking into consideration that its provisions are constantly reviewed to ensure that they are in line with the best corporate governance practice, The latest change was made on May 7, 2012, b) Insiders

Insiders are: (i) direct or indirect controlling shareholders, officers, members of the Board of Directors, Fiscal Council and any body created by a statutory provision that performs technical or advisory functions, (ii) members of the statutory bodies of subsidiary or affiliated companies, (iii) management members who resign from the Issuer’s management or the management of companies of which the Issuer is the only controlling shareholder, over a period of six months after the resignation date, (iv) anybody who, in view of their job, duty or position in the Issuer, its parent company, subsidiary or affiliated companies, is aware of material information, (v) those who have a business, professional or trust relationship with the Issuer, such as independent auditors, securities analysts, consultants and institutions that are part of the distribution system, and (vi) the spouse or partner and any other dependant included in the annual income tax return of people barred from trading, indicated in items "i", "ii" and "iii", In addition, the people who are equivalent to those barred from trading are: (x) the managers of the portfolios and investment funds, companies or other institutions or entities in which people barred from trading are the only quotaholders or shareholders, or in which they may influence trading decisions, (y) any legal entity that is directly or indirectly controlled by people barred from trading, and (z) any person who has had access to information on a material act or fact through any of the people barred from trading, c) Main characteristics

Our trading policy is managed by an Ethics, Disclosure and Trading Committee, the scope of which covers a range of internal actions aimed at improving information flow and upholding the ethical conduct of the management members and employees who are subscribers to these policies, in order to: (i) assure the transparency, quality and safekeeping of the information provided to shareholders, investors, the media, government authorities and other capital market entities, (ii) observe and apply the criteria established by the policies, so that management members, shareholders, and third parties who have a professional or trust relationship with the Issuer follow the ethical and legal standards when trading the Issuer’s securities or securities referenced to them, (iii) evaluate the guidelines and procedures of the Issuer’s trading policy and those to be followed in the disclosure of a material act or fact, and the maintenance of the confidentiality of such information, established by the disclosure policy, as well as to analyze in advance the contents of press releases, (iv) monitor and regulate the adherence of management members and other employees of the conglomerate to its policies, and (v) investigate any breach of the Issuer’s policies, d) Any provision for black-out periods and description of the procedures adopted to inspect trading in such periods

Insiders, in addition to the restrictions set out in CVM Instruction No, 358/02, may not:

1) Trade securities issued by any company of the Issuer or referenced to them, from the acknowledgement date to the disclosure date of a material act or fact to the market (except within the dividend reinvestment program),

2) Trade the securities mentioned in Item 1 above during black-out periods, which can be determined by the

Investor Relations Officer regardless of any justification or the existence of a material act or fact that has not yet been disclosed,

3) Sell securities of the Issuer or securities referenced to them before a period of 180 days from their purchase is elapsed (except within the stock option plan, stock-based compensation program, dividend reinvestment program, the exercise of preemptive rights to subscription related to shares previously purchased or private trading between insiders),


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4) Trade securities issued by the Issuer through intermediaries other than Itaú Corretora de Valores S,A, 5) Operate in the market of securities lending (called "rental shares”) issued by the Issuer, either as donors

or borrowers of this loan,

Control over such transactions so that they do not breach the disclosure and trading policies of the Issuer is carried out by Itaú Corretora de Valores S,A,

20,2, Supply any other information that the Issuer may deem relevant

The Issuer is subject to the rules established in CVM Instruction No, 358 of January 3, 2002, as amended, regarding the trading of the marketable securities issued by it, Additionally, although it has never been compulsory, we decided to adopt a policy in this respect, which resulted in even more restrictive rules than those required by the regulatory body itself,

In November 2004, the Issuer and Itaú Unibanco Holding S,A,, following a detailed national and international

survey of the best corporate governance practice, became the first Brazilian companies to voluntarily adopt operating rules for the trading of treasury shares, These rules were introduced to govern the trading of its own shares undertaken by the Issuer on BM&FBOVESPA – Bolsa de Valores, Mercadorias e Futuros (Securities, Commodities and Futures Exchange),

In the view of the Issuer’s management, the adoption of these rules has brought several benefits, among

which are the reduction of operational, financial and strategic risk, the creation of an in-house culture for these operations in the capital markets, a reduction in the possibility of market concentration or improper pricing, and the bolstering of the strategy for the repurchase of securities focused on the preservation of liquidity and value for shareholders, All of this has led to greater transparency in this type of operation,

Additionally, as part of good governance practice, the Issuer reports on the movements of shares in the

repurchase program on a monthly basis, At present, it has a stock repurchase program in progress – on October 29, 2012, the Board of Directors authorized the purchase of up to 70,000,000 common shares and 240,000,000 preferred shares, without a reduction of capital stock value, for holding in treasury, cancellation or replacement in the market,


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ITEM 21 - INFORMATION DISCLOSURE POLICY 21,1, Describe internal standards, regulations or procedures adopted by the Issuer to ensure that the information to be publicly disclosed is gathered, processed and reported accurately and promptly

As mentioned in Items 12,1(a,3) and 20,1, the Issuer has an Ethics, Disclosure and Trading Committee, which manages our disclosure and trading policies,

One of the responsibilities of this committee is to ensure that the information to be publicly disclosed is gathered, processed and reported accurately and promptly, For this purpose, its duty is to regulate the adherence of insiders to the disclosure policy, which has effective mechanisms for the collection of information, as well as severe sanctions in cases of non-compliance (see Item 21,2 for more information on the disclosure policy),

Additionally, the Investor Relations Officer, Henri Penchas, is the Managing Vice-President of the Issuer, and this enables him to have full access to the main decisions of the company, Some of his duties are to: (i) disclose and report to the markets and proper authorities any material act or fact occurring in or related to the Issuer’s business, (ii) ensure the wide and immediate dissemination of the material act or fact, (iii) disclose the material act or fact simultaneously in all markets in which the securities of the Issuer are admitted for trading, (iv) provide additional clarification on the disclosure of a material act or fact to the proper authorities upon their request, and (v) investigate people who have access to material acts or facts in the event contemplated in sub-item “iv”, or if there is an atypical oscillation in the quotation, price or quantity of securities traded and issued by the Issuer or referenced to them, for the purpose of checking if they are aware of information that should be disclosed to the market

In accordance with the disclosure policy, a document disclosing the material act or fact shall be prepared by the Ethics, Disclosure and Trading Committee, which may request the participation of the officers involved in the transaction or business that gave rise to the material act or fact, The Ethics, Disclosure and Trading Committee may also, subject to the timeliness and convenience criteria, (i) approve the disclosure of preliminary information that has not yet been audited, related to the quarterly, semiannual or annual results of the Issuer, or (ii) approve the early disclosure of the quarterly, semiannual or annual results of the Issuer, duly audited,

The area in charge of corporate matters shall disclose, under the supervision of the Investor Relations Officer,

the material act or fact, on a priority and simultaneous basis: (i) to the CVM, on its website, to BM&FBOVESPA and, as the case may be, to other stock exchanges and entities of the organized over-the-counter markets, and (ii) to the market in general, by means of publications in widely-circulated newspapers, regularly used by the Issuer, and in the State Official Gazette,

After this disclosure, the person appointed by the Investor Relations Officer may disclose to the market the

material act or fact by e-mail, and make it available on the Investor Relations website,

21,2, Describe the policy for the disclosure of a material act or fact adopted by the Issuer, indicating the procedures related to the maintenance of confidentiality of the undisclosed material information

Insiders should maintain secrecy over the information related to the material act or fact until it is disclosed to the market,

For the purposes of the Issuer’s disclosure policy, insiders include: (i) direct or indirect controlling shareholders, directors, members of the Board of Directors, of the Fiscal Council or of any body created by a statutory provision, that performs technical or advisory functions, (ii) the same persons of its controlling company, subsidiaries under the effective management of the Issuer, and affiliated companies, who are aware of information related to the material act or fact, (iii) employees of the Issuer, or of its controlling company, subsidiaries under effective management of the Issuer, and affiliated companies, who, in view of their job, duty or position, are aware of information related to the material fact or act, and (iv) any other person who, under any circumstance, may be aware of the material information, such as consultants, independent auditors, ratings agency analysts and advisors,

In the event that an insider resigns from the Issuer, or no longer takes part in the business or project to which

the relevant information is related, they will continue to meet the duty of secrecy until this information is disclosed to the proper authorities and to the market,

Any insider who discloses a material act or fact by mistake to any person who is not an insider before it is

disclosed to the market, shall immediately inform the Investor Relations Officer of this undue disclosure, so that the Investor Relations Officer can take the appropriate measures,


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The Issuer has mechanisms and policies to assure control over information, such as restriction on the use of

external e-mail (which means that every piece of information must go through the internal e-mail accounts of our employees, which are constantly monitored by a specific team), to the use of mobile phones in sensitive areas (such as capital markets) and of pen drives, compact discs and other information storage devices,

The Issuer has also implemented awareness actions, aimed at making its policies even more effective (for example, lectures on the need to keep secure documents that contain confidential information in secure places, as well recommendations on the disposal of these documents), In addition, Itaúsa has a team that periodically inspects the workplaces of its employees to identify possible deficiencies, It also classifies the information conveyed in and out of the bank in accordance with its confidentiality level,

The Issuer and Itaú Unibanco Holding S,A, were the first companies to adhere to the ABRASCA Guidebook

on Control and Disclosure of Material Information,

The Issuer will not comment on rumors about it existing in the market, except if they significantly affect the prices of its securities,

21,3, Indicate the management members responsible for implementing, maintaining, evaluating and inspecting the information disclosure policy

Alfredo Egydio Arruda Villela Filho, Alfredo Egydio Setubal, Henri Penchas, Ricardo Egydio Setubal, and

Ricardo Villela Marino, are members of the Ethics, Disclosure and Trading Committee and Board, they are the managers responsable for the implementation, maintenance, evaluation and supervisiono of the information disclousere policy of Itaúsa, 21,4, Supply other information that the Issuer may deem relevant

All of the relevant information has been addressed in the items above,


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ITEM 22 - EXTRAORDINARY BUSINESS 22,1 Indicate the acquisition or disposal of any relevant asset that is not classified as a regular transaction in the Issuer’s business

None, 22,2 Indicate significant changes in the conduction of the Issuer’s business

None, 22,3 Identify the relevant agreements entered into by the Issuer and its subsidiaries that are not directly related to its operating activities

None, 22,4, Supply any other information that the Issuer may deem relevant

All relevant information is presented in the previous items of the Reference Form,


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(A free translation of the original in Portuguese)

Itaúsa – Investimentos Itaú S,A, and subsidiaries Report of Independent Auditors on Reference Form (CVM Instruction 480/09) at December 31, 2012


189

(A free translation of the original in Portuguese)

Report of Independent Auditors on Reference Form (CVM Instruction 480/09) To the Board of Directors Itaúsa – Investimentos Itaú S,A, Introduction

In connection with the audits of the financial statements of Itaúsa - Investimentos Itaú S,A, and its subsidiaries as of December 31, 2012, 2011 and 2010, on which we issued an unqualified audit report including an emphasis of matter paragraph regarding the adoption of practices in the parent company financial statements that differ from the International Financial Reporting Standards (IFRS), dated March 04, 2013, February 28, 2012 and March 28, 2011, respectively, we have reviewed the accounting information included in the Reference Form of Itaúsa - Investimentos Itaú S,A, Scope of the Review We conducted our review in accordance with NBC TA 720 – “The auditor´s responsibility relating to other information in documents containing audited financial statements” which establishes procedures to be applied in those circunstances, Our procedures comprised: (a) inquiry of, and discussion with, management responsible for the accounting, financial and operational areas of the Itaúsa – Investimentos Itaú S,A, with regard to the main criteria adopted for the preparation of the accounting information presented in the Reference Form and (b) reading the significant accounting information included in the Reference Form to assess its consistency with the audited financial statements, The accounting information included in the Reference Form is presented by the Board of Directors for the purpose of complying with Brazilian Securities Commission (CVM) Instruction 480; however, it should not be considered part of the financial statements, Conclusion

Based on our review, we are not aware of any material modifications that should be made to the accounting information included in the Reference Form referred to above in order that it be presented, in all material respects, in a manner consistent with the financial statements at December 31, 2012, 2011 and 2010, taken as a whole, São Paulo, May 29, 2013, PricewaterhouseCoopers Maria José De Mula Cury Auditores Independentes Contadora CRC 1SP192785/O-4 CRC 2SP000160/O-5

Documents

Itaúsa – Investimentos Itaú S.A....2014/05/13 · Itaúsa – Investimentos Itaú S.A. (the “Issuer”) is a corporation enrolled in the Legal Entity Taxpayer Registry under