Itaúsa - Investimentos Itaú S.A.

CNPJ 61.532.644/0001-15                                        A Publicly Listed Company

NOTICE TO STOCKHOLDERS

CANCELATION OF THE CAPITAL INCREASE AND

RESTITUTION OF AMOUNTS RECEIVED

ITAÚSA - INVESTIMENTOS ITAÚ S.A. announces to the Market that at meetings held on June 19 and 26, 2012, the Board of Directors resolved:

1) to submit the following proposal for resolution of the Stockholders at the Extraordinary General Meeting convened for July 6, 2012 at 11:00 a.m. in the auditorium of the Company’s head offices:

I - Cancellation of the increase in capital by a subscription of shares

I.1).. CAPITAL CALL: at an Annual General Meeting held on April 26, 2012, the Stockholders decided to increase the capital stock of ITAÚSA by R$ 500,000,005.00, increasing it from R$ 16,499,999,995.00 to R$ 17,000,000,000.00, through issue, by private subscription, of 58,823,530 new book entry shares, with no par value, being 22,647,272 common and 36,176,258 preferred shares, at the price of R$ 8.50 per share, paying in to be made in cash or through off-setting credits originating from interest on capital declared by ITAÚSA on February 28, 2012;

I.2).. PURPOSE OF RESOURCES: to maintain the high level of liquidity in order to permit: (i) an increase in shareholding participation in controlled companies; (ii) the capacity to effect investments that add value; and (iii) to reduce debt;

I.3).. ISSUE PRICE: set in accordance with the criteria established in item III, Paragraph 1, Article 170 of Law 6.404/76, having as a parameter the average weighted quotation for preferred shares on the BM&FBOVESPA for the period from December 7, 2011 to April 4, 2012, adjusted for the stock dividend of 10% approved by the said Meeting and a discount of 19.89%;

I.4).. SUBSCRIPTION: in the period during which stockholders my exercise preemptive rights of subscription (May 2 to May 31, 2012), 39,553,197 book entry shares were subscribed, being 22,126,138 common shares and 17,427,059 preferred shares; unsubscribed share fractions were offered to subscribers that on June 14, 2012, subscribed more than 8,841,350 book entry shares, being 508,252 common and 8,333,098 preferred shares;

I.5)   AUCTION OF SHARE FRACTIONS: at the end of the share fraction subscription process, 10,428,983 shares still remained unsubscribed within the scope of the capital increase of ITAÚSA, representing a volume equivalent to 17.73% of the total shares to be issued;

I.6)   CANCELLATION OF THE CAPITAL INCREASE: considering:

(i)     that the holding of the auction for placing the unsubscribed share fractions depends on a preliminary filing with the Brazilian Securities and Exchange Commission, pursuant to Paragraph 1, Article 6 of CVM Instruction  400 of December 29, 2003, as amended, given that it involves a quantity of shares in excess of 5% of the total issued;

(ii)    the high degree of volatility in the capital markets, a reflection of the European financial crisis, which has caused a decline in the price of shares in the securities’ market, including those issued by Itaúsa, a situation which still persists, and

(iii)   the pronouncement recorded in CVM Opinion 8 of August 4, 1981, which deems as inadmissible ratification of a capital increase on a basis which diverges from that originally stipulated on the occasion of its authorization,

the Board of Directors proposes to the General Stockholders’ Meeting that the said increase in capital shall be reversed, with the amounts paid in being returned to the subscribers in the manner of item II below. 

II - Return of values received in payment of subscribed shares

The values received in payment of the subscribed shares shall be returned to the subscribers on July 16, 2012, monetarily restated according to the variation in the SELIC basic rate of interest as follows:

II.1)  PAYMENT EFFECTED IN CASH: for subscribers that use Itaú branches, the values shall be restated from the date of payment until July 13, 2012; for those that exercised their rights via BM&FBOVESPA’s Central Securities’ Depository, amounts shall be restated from June 8, 2012 to July 13, 2012;

II.2)  PAYMENT EFFECTED THROUGH OFFSETTING AGAINST IOC ON June 8, 2012: amounts shall be restated from June 8, 2012 to July 13, 2012;

II.3)  PAYMENT IN CASH OF THE SHARE FRACTIONS ON JUNE 14, 2012: values shall be restated from June 8, 2012 through July 13, 2012.

Income tax at source shall be withheld on the amount corresponding to monetary restatement, excepting holders of subscription receipts able to prove immunity or exemption from such withholding tax.

2) Assuming that the Meeting of July 6, 2012 approve this cancellation of the increase in capital, the Directors have decided in addition that complementary interest on capital shall not be declared with respect to the 1^st half of 2012, traditionally paid in advance to stockholders in the month of August upon approval of the second quarter account statements.

3) Considering that:

(i)    the complementary interest declared on February 29, 2012, paid out on June 8, 2012 and/or compensated against the capital call and given that the capital increase shall not now take place, to be restituted on July 16, 2012, and

(ii)   the non-payment of the complementary interest in August 2012,

these events shall represent from the point of view of the stockholders a net additional amount of approximately R$ 205 million, as shown below and which could eventually be compensated in February 2013 on the occasion of the annual declaration of complementary interest on capital with respect to fiscal year 2012:

São Paulo (SP), June 27, 2012.

HENRI PENCHAS

Investor Relations Officer

Notes:

Ø  if the investor that has exercised subscription rights in Itaú deposits these receipts in a stock exchange, the paid-in value shall be restated monetarily from June 8, 2012 to July 13, 2012 irrespective of the paying in  date to Itaú in cash or through compensation of IOC, given the fungibility of these assets held in the BM&FBovespa custody service; and

Ø  equally, if the investor that has exercised subscription rights in a stock exchange proceeds to their withdrawal to Itaú as Book Entry Agent, the paid in value shall also be restated monetarily from June 8, 2012 to July 13, 2012.