ITAÚSA - INVESTIMENTOS ITAÚ S.A.

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POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION

(Approved by the Meeting of the Board of Directors held on July 31, 2002 and amended by the Meetings of the Board of Directors held on May 9, 2005, May 8, 2006, March 1º, 2010, December 19, 2011 and May 7, 2012)

1. GENERAL PRINCIPLES

Scope

1.1.   The POLICY provides for the guidelines and principles to be complied with in the disclosure of material acts or facts and in the maintenance of confidentiality of such non-disclosed information, in accordance with CVM Instruction no. 358, dated January 3, 2002, with the scope of disclosing to the competent bodies and the market complete and timely information on the material acts and facts relating to the company, as defined in sub-item 2.1, thus reinforcing the equity and transparency of such disclosure to all interested parties, without privileging some to the detriment of others.

Ethics, Disclosure and Trading Committee

1.2.   In connection with this POLICY, it will be the responsibility of the Ethics, Disclosure and Trading Committee, constituted as provided for in the company’s Trading Policy:

a)    to advise the Investor Relations Officer;

b)    to permanently evaluate the guidelines and procedures that shall be followed in the disclosure of an act or material fact and in the maintenance of the confidentiality of this information, the updated nature of the Policy and to propose the appropriate alterations;

c)     to decide on any questions regarding the interpretation of its wording;

d)    to take all necessary measures for the disclosure and circulation thereof, including to members of the company’s staff;

e)     to revise and approve the information disclosed to the market prior to publication, this process with the participation of at least two members of the Ethics, Disclosure and Trading Committee, one of the members necessarily being the Investor Relations Officer;  

f)     to regulate the declaration of adherence proceeding;

g)    to investigate and decide upon cases of violation;

h)    to take cognizance of official enquiries from regulatory and self-regulatory entities and prepare the respective answers;   

i)     to propose solutions for any cases of omission or exceptions.

2. DEFINITION OF MATERIAL ACT OR FACT

Material act or fact

2.1.    Any decision of a controlling shareholder, or resolution of a general shareholders’ meeting or of any management bodies of the company, or any other act or fact of a political-administrative, technical, negotiating or economical-financial nature, taking place or relating to the company’s business, which may reasonably interfere with:

2.1.1. the price of securities issued by the company or related thereto;

2.1.2. the decision of investors to buy, sell or maintain such securities;

2.1.3. the decision of investors to exercise any shareholders’ rights issued by the company or related thereto;

Examples of material acts or facts

2.2.    The following are examples of material acts or facts, to the extent that they can result in any of the effects above, among others:

2.2.1.   the signature of an agreement or contract providing for the transfer of the shareholding control of the company, even if the efficacy of such instrument is conditional;

2.2.2.   the change in control of the company, including through the execution of, amendment to, or termination of, a shareholders’ agreement;

2.2.3.   the execution of, amendment to, or termination of, a shareholders’ agreement to which the company is a party or intervenes, or which has been registered in the appropriate company’s book;

2.2.4.   the entry or withdrawal of a shareholder who has entered into an operational, financial, technological or administrative agreement or arrangement with the company;

2.2.5.   the authorization for trading in securities issued by the company in any market, national or foreign;

2.2.6.   a decision to de-list the company;

2.2.7.   a merger or split-off involving the company or affiliated companies;

2.2.8.   a change in the company’s net worth composition;

2.2.9.   the acquisition or divestment of a material investment;

2.2.10. the reorganization or winding-up of the company;

2.2.11. the change of the accounting principles adopted by the company;

2.2.12. a debt renegotiation;

2.2.13. the approval of a stock option plan;

2.2.14. a change in the rights and advantages of securities issued by the company;

2.2.15. stock split or reverse stock split or the payment of stock dividends;

2.2.16. the acquisition of company shares to be held as treasury stock, or the cancellation or sale of shares thus acquired;

2.2.17. the company’s profits or losses, and the cash distribution of earnings;

2.2.18. the execution or termination of a contract, or the failure to execute it, when the expectation of execution thereof is of public knowledge;

2.2.19. the approval of, change in, or cancellation of, a project, or the delay in implementing it;

2.2.20. the initiation, re-initiation or suspension of the manufacture or commercialization of a product or service;

2.2.21. the discovery, change or development of technology or resources owned by the company;

2.2.22. changes in the forecasts previously disclosed by the company;

2.2.23. application for granting judicial or extrajudicial protection, a filing for bankruptcy or the filing for a legal suit capable of affecting the company’s economic and financial situation.

3.   DUTIES AND RESPONSIBILITIES REGARDING THE DISCLOSURE OF A MATERIAL ACT OR FACT

Duties and responsibilities of the Investor Relations Officer

3.1. The Investor Relations Officer has the following duties:

3.1.1. to disclose and communicate to the market and competent authorities (sub-item 4.3., "a") any material act or fact taking place or related to the company’s business;

3.1.2. to ensure the broad and immediate dissemination of the material act or fact;

3.1.3. to disclose a material act or fact simultaneously in all markets where the securities issued by the company are traded;

3.1.4. to provide to the competent authorities, whenever requested by them, any additional explanation in connection with the material act or fact;

3.1.5. to interview persons having access to material acts or facts, in the event described in the preceding sub-item or if there is any atypical fluctuation in the price or quantity of shares traded issued by the company or related thereto, with the purpose of ascertaining whether such persons have knowledge of any information that must be disclosed in the market.

Related persons                     

3.2.   The following persons shall be deemed related to the company:

a)   (i) their direct or indirect controlling shareholders, officers, members of the Board of Directors, Fiscal Council and any bodies with technical or consulting duties created under its by-laws; (ii) the same persons in a controlling, controlled - these to be under the effective management of the company -, and affiliated company having privileged access to any relevant information;

b)  the employees of the company, or of its controlling, controlled - these to be under the effective management of the company -, and affiliated company(ies), who, because of their rank, function or position, have privileged access to any relevant information;

c)   any other person that, because of any circumstance, may have knowledge of relevant information, such as consultants, independent auditors, rating companies’ analysts and assistants.

Duties and responsibilities of related persons                      

3.3.  The persons referred to in letter "a)(i)" in sub-item 3.2., and only them, shall:

3.3.1.   communicate to the Investor Relations Officer, or, in his or her absence, to the CEO of the Company, any material act or fact which may come to their knowledge;

3.3.2.   communicate to the CVM, once having heard the Ethics, Disclosure and Trading Committee, any material act or fact of which they have personal knowledge in case the Investor Relations Officer fails to comply with his or her duty to disclose.

Duty of confidentiality (sub-item 6.2.)                     

3.4. The related persons shall keep confidential any information relating to a material act or fact, until its disclosure in the market, in accordance with sub-item 6.2.

3.4.1.   The related person that communicates, by mistake, a material act or fact to a non-related person, before its disclosure in the market, shall immediately inform the Investor Relations Officer of the erroneous communication, so that he or she may take any adequate measures.

Performance forecasts Market expectations          

3.5. The company shall not disclose performance forecasts.

3.5.1.   The company may disclose, on the website http://www.itausa.com.br, market expectations for its results, without in any way validating the same.

3.5.2.   The area in charge of economic control may verify the content of analysts’ reports, so as to avoid the disclosure of data or information already under public domain or of incorrect or imprecise data.

4.    PROCEEDING FOR PREPARATION AND DISCLOSURE OF A MATERIAL ACT OR FACT

A) Preparation proceeding

Participating bodies               

4.1.      The document of disclosure of a material act or fact shall be prepared by the Ethics, Disclosure and Trading Committee, which may request the participation of the Offices involved in the transaction or deal with which the material act or fact has been originated.

Standard for disclosure document     

4.2. The document for disclosure of a material act or fact shall be clear and precise and utilize a language accessible to the investor public.

B) Disclosure proceeding

Addressees of disclosure and responsible bodies

4.3.      The department in charge of corporate matters shall disclose, under the supervision of the Investment Relations Officer, a material act or fact, with priority and simultaneously:

a)   to the CVM, through its site, to BM&FBOVESPA and, as the case may be, to the SEC (U.S. Securities and Exchange Commission) and to the NYSE (New York Stock Exchange), through form 6-K, and to the other stock exchanges and the over-the-counter market entities;

b)   to the market in general, as explained in sub-item 4.9.

4.3.1. Subsequently to such disclosure, the person designated by the Investor Relations Officer may disclose the material act or fact to the market through e-mail and make the information available on the Investor Relations website, on which occasion the press department will also be authorized to disclose it. The press department is the body in charge of making contact with the media in general and speaking with journalists.

Simultaneous disclosure        

4.4. The material act or fact disclosed by any communication media or in meetings with class entities, investors, analysts or with any selected audience, in Brazil or abroad, shall be simultaneously disclosed to the market(s) in which the securities issued by the company are admitted for trade (sub-item 3.1.3.).

Moment of disclosure            

4.5. The disclosure of a material act or fact shall take place, whenever possible, after the closing of trading or before the opening of the next trading day, in the stock exchanges or over-the-counter market entities where the securities issued by the company are admitted for trade.

4.5.1.   If the securities issued by the company are simultaneously admitted for trade in the markets of different countries, where the trade opening and closing hours are not compatible, the trading hours of the Brazilian market shall prevail for purposes of sub-item 4.5.

Suspension of trading            

4.6.   In case it is imperative that the disclosure of a material act or fact takes place in trading hours, the Investor Relations Officer may simultaneously request from the national and foreign stock exchanges and over-the-counter market entities the suspension of trade of securities issued by the company, or related thereto, for as long as it takes to properly disclose the material information.

Case for non-disclosure of a material act or fact    

4.7.   The material acts or facts may exceptionally not be disclosed if the controlling shareholders or the directors conclude that the disclosure thereof shall put in risk a legitimate interest of the company.

Immediate disclosure                          

4.7.1.   The Investor Relations Officer shall immediately disclose the material act or fact referred to in sub-item 4.7. if the material information escapes from control, if there is an atypical fluctuation in the price or quantity of traded securities issued by the company or related thereto, or if the CVM or the SEC order the disclosure.

4.7.1.1. When applicable, the Investor Relations Officer shall provide any necessary explanations to the stock exchanges.

Rumors

4.8.   The company shall not comment on any existing rumors in the market about the company, except if they materially influence the prices of its securities.

Media and form of disclosure            

4.9.   The legally required disclosure to the market shall be effected through publication in newspapers of widespread circulation, regularly utilized by the company, and in the State Official Gazette.

4.9.1.   Additionally, the company may disclose the material act or fact through the following media:

a)   the worldwide web (Internet), on the website http://www.itausa.com.br;

b)   e-mail;

c)   teleconference;

d)   public meeting with class entities, investors, analysts, or with the interested public, in Brazil or abroad;

e)   announcements to the press (press releases);

f)   radio-diffusion media utilized by the market.

4.9.2.   The disclosure through newspaper publication (sub-item 4.9.) may be effected in a reduced form, provided that it informs the addresses in the worldwide web - Internet where the complete information shall be available to the interested public, with a minimum content corresponding to that provided to the entities referred to in letter "a" of sub-item 4.3.

4.9.3.   The material act or fact shall be internally disclosed for general knowledge.

Person authorized to comment on the content of a material act or fact   

4.10. Only the Investor Relations Officer, or the persons appointed thereby or, in the absence of the latter, the persons appointed by the company’s CEO, is authorized to comment, explain or provide more detail on, the content of a material act or fact.

5.  DISCLOSURE OF INFORMATION REGARDING QUARTERLY, SEMI-ANNUAL AND ANNUAL RESULTS

Information regarding results

5.1.   The Investor Relations Officer should determine and advise the market, with advance notice compatible with market standards, of the dates on which the quarterly, semi-annual and annual results, duly audited, will be announced.

Preliminary information or advance disclosure

5.2.   Notwithstanding the dates established in sub-item 5.1 for announcing results, the Ethics, Disclosure and Trading Committee may, according to opportunity and convenience, approve (i) an early disclosure of results or (ii) preliminary (non-audited) information regarding the quarterly, half-yearly or annual results of the company, prepared in accordance with the accounting standards practiced in the market.

6.  MECHANISMS FOR CONTROLLING THE CONFIDENTIALITY OF INFORMATION RELATING TO A MATERIAL ACT OR FACT

Purpose                                  

6.1.   The mechanisms for controlling the confidentiality of information relating to a material act or fact (Material Information) provides efficacy to the maintenance of confidentiality of such information until their disclosure to the competent authorities and the market.

Duty of confidentiality           

6.2. The related persons (sub-item 3.2.) shall keep confidential any Material Information until the disclosure thereof, as well as to maintain such confidentiality.

6.2.1.   The related person that is no longer bound to the company, or which no longer participates in the transaction or project to which the Material Information refers to, shall be bound to his or her duty of confidentiality until such information is disclosed to the competent authorities (sub-item 4.3., "a") and to the market.

Subjective controlling mechanisms   

6.3.   The persons related to the company (sub-item 3.2.) shall comply with the POLICY upon the signature of the appropriate declaration (attachment 1), when they are hired, appointed, promoted or transferred, or become aware of any relevant information, upon which moment they will state their knowledge of the terms of the POLICY and their commitment to comply therewith.

6.3.1.   The Ethics, Disclosure and Trading Committee shall indicate, for each Office of the company, the positions subject to the compliance.

6.3.2. The Office responsible for a transaction or agreement which may give rise to a material fact or act shall indicate additional employees and third parties which must comply with to the POLICY.

6.3.3.   The compliances must take place after the internal disclosure of this POLICY.

6.3.4.   The department in charge of corporate matters shall ensure the compliances of persons occupying positions subject to appointment in accordance with the by-laws and of the controlling shareholders.

6.3.4.1. The compliance of all other employees or third-parties will be the responsibility of the department where the employee works or who contracts the service.

Objective controlling mechanisms

6.4.   Compliances effected in accordance with sub-item 6.3.4.1. shall be immediately informed to the department in charge of corporate matters, which shall keep a central and updated list of all persons who have complied with the POLICY, and which shall be responsible for making this list available to the competent authorities, whenever requested by the latter.

6.5.   The persons related to the company (sub-item 3.2.) shall act in a diligent manner in order to preserve the confidentiality of any Material Information, complying with the regulations enacted by the company on the subject.

7. VIOLATION OF THE POLICY

Sanctions                                

7.1.   The violation of this POLICY shall subject the violator to disciplinary sanctions, as provided in the internal rules of the company and under this item, without prejudice to any applicable administrative, civil and criminal measures.

7.1.1.   The Ethics, Disclosure and Trading Committee shall ascertain any violations of the POLICY, it being provided that:

a) the related persons referred to in letter "a" of sub-item 3.2. shall be subject to the sanctions approved by the Board of Directors, upon investigation and diligence by the Ethics, Disclosure and Trading Committee;

b)  the related persons referred to in letter "b" of sub-item 3.2. shall be subject to sanctions of warning, suspension or dismissal for just cause in accordance with the gravity of the infraction;

c)  the violation caused by any of the related persons referred to in letter "c" of sub-item 3.2. shall be deemed a contractual default, and the company shall be accordingly entitled to terminate the respective contract and demand the payment of any penalty set forth therein, notwithstanding any losses and damages.

7.1.2    The Ethics, Disclosure and Trading Committee shall inform any violations to the Board of Directors.                                                

Reporting the violation         

7.2.   Any person who complies with the POLICY and has knowledge of his or her violation must immediately communicate the fact to the Ethics, Disclosure and Trading Committee.

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DECLARATION OF ADHERENCE FOR CONTROLLING SHAREHOLDERS AND MANAGEMENT

.....................................[name, nationality, marital status, profession, tax registry number, ID, business address and telephone number ] .............................................,  below signed, in his/her quality of............................ of ITAÚSA - INVESTIMENTOS ITAÚ S.A., hereby declares his/her adherence to the ITAÚSA - INVESTIMENTOS ITAÚ S.A. POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION, of which he/she is at this moment receiving a copy; states that he/she is familiar with the terms thereof and undertakes to fully comply with the same. He/she also states that he/she is fully aware that sanctions arising from the violation of such Disclosure Policy may be decided upon by the company’s Board of Directors, subsequent to investigation and referral by the Ethics, Disclosure and Trading Committee.   

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DECLARATION OF ADHERENCE FOR STAFF MEMBERS

.....................................[name, nationality, marital status, profession, tax registry number, ID, business address and telephone] .............................................,  below signed, in his/her quality of ............................ of ITAÚSA - INVESTIMENTOS ITAÚ S.A., hereby declares his/her adherence to the ITAÚSA - INVESTIMENTOS ITAÚ S.A. POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION, of which at this moment he/she is receiving a copy, and states that he/she is familiar with the terms thereof and undertakes to fully comply with the same.  

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DECLARATION OF ADHERENCE FOR THIRD PARTIES

.....................................[name, nationality, marital status, profession, tax registry number, ID, business address and telephone] .............................................,  below signed, in his/her quality of ............................ of ITAÚSA - INVESTIMENTOS ITAÚ S.A., declares his/her adherence to the ITAÚSA - INVESTIMENTOS ITAÚ S.A. POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION, of which at this moment he/she is receiving a copy, and states that he/she is familiar with the terms thereof and undertakes to fully comply with the same. He/she also declares that he/she is aware that that any violation of such Disclosure Policy shall be deemed a breach of contract, entitling the company, at no additional cost, to terminate the contract that gave rise to this declaration of adherence and demand payment of any penalty established therein, without prejudice of any losses and damages.  

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