Reference Form 2013

Transcription

Reference Form 2013

Itaúsa – Investimentos Itaú S.A.
Reference Form - 2012
CVM Instruction No. 480/09
Base Date: December 31, 2012
Reference Form 2013 | Itaúsa – Investimentos Itaú S.A.
Itaúsa - Investimentos Itaú S.A.
REFERENCE FORM
(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:
hp.drinvest@itau-unibanco.com.br
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: escrituracaoacoes@itau-unibanco.com.br
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)
1
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
2
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.
3
ITEM 2 - AUDITORS
Items - 2.1 and 2.2
2012
Has an auditor been engaged?
(X) YES
Auditor’s Brazilian Securities
Commission (“CVM”) code
Type of auditor
( ) NO
2879
National
PricewaterhouseCoopers Auditores
Independentes
Corporate name
Corporate Taxpayers’ Registry (“CNPJ”)
number
61.562.112/0001-20
Date services were contracted
01.01.2010
Date contracted services ended
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.
Description of the services contracted
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
Individual Taxpayers’ Registry (“CPF”)
number of the person in charge
Paulo Sergio Miron
076.444.278-30
Address
Venue
Additional information
District
CEP
City Code
Telephone number
City Code (facsimile)
Av. Francisco Matarazzo, 1400
9-10º, 13º-17º
Água Branca
05001-100
11
3674-3901
3674-2030
E-mail address
paulo.miron@br.pwc.com
4
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:
c.

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;
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.
5
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
32,709
32,290
29,036
364,017
312,002
275,492
59,363
56,238
47,942
6,633
6,631
7,063
Shareholders’ equity
Total assets
Net revenue/Income from financial
operations/Gains on insurance premiums
Gross income
Net income
Number of shares, former treasury shares (units)
5,040
5,367
5,013
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
6
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.
8
3.5. In a table, please indicate for each of the past three years:
In R$
Adjusted net income
Dividends distributed in relation to
adjusted net income
Rate of return in relation to the
Issuer’s shareholders’ equity
Total dividends distributed
Retained earnings
12.31.2012
12.31.2011
12.31.2010
4,312,271,594.48
4,594,752,117.75
4,196,399,229.37
38.550000
35.190000
34.000000
15.400000
17.600000
17.900000
1,662,193,947.25
1,616,908,573.27
1,426,956,268.57
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
Amount
Dividend
payment
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
03.17.2011
Retained earnings
Amount
Dividend
payment
Amount
Dividend
payment
Interest on capital
Preferred
245,946,540.92
06.28.2013
322,508,411.80
03.13.2012
200,099,046.41
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:
Total amount of the debt, of any nature (R$)
Indebtedness ratio
2.012
1,937,000,000
6.5%
9
3.8 Liabilities, in accordance with their nature and maturities:
Year
Type of liability
Secured debt
Debts with floating
guarantees
Unsecured debts
Total
December 31, 2012
Less than one year
From one to
three years
From three to five
years
More than five years
-
-
-
-
R$ 1,937,000,000.00
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.
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 jointlycontrolled companies (Itaú Unibanco and IUPAR), and both will be accounted for under the equity method.
10
Should IFRS 11 have been adopted in 2012, the main impacts would have been as follows:
Consolidated
Itaúsa
Published
Consolidated Itaúsa
Portion of Itaú Unibanco
Without the
and IUPAR Considered in
Proportional
the Consolidated Itaúsa Consolidation of Itaú
Published
Unibanco and IUPAR
Balance Sheet at 12/31/2012
Assets
364,017
Liabilities
331,308
Consolidated Shareholders' Equity
(-) Non-controlling Interest in Shareholders' Equity of
Consolidated Companies
Shareholders' Equity of Controlling Companies
32,709
2,682
30,027
(324,962)
(324,928)
(35)
(35)
-
39,055
6,380
32,674
2,647
30,027
Statement of Income from 01/01 to 12/31/2012
Revenue from interest and investments
Interest and investments expenses
Results of Unconsolidated Companies
Consolidated Net Income
(-) Non-controlling Interest in Net Income of Consolidated
Companies
Net Income of Controlling Companies
35,028
(17,734)
72
5,040
501
4,539
11
(34,822)
206
17,678
(56)
4,535
4,607
(204)
(204)
-
4,836
297
4,539
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
12
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
13
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.
14
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.
15
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.
16
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.
17
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 nondelivery 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.
18
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
19
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
20
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
21
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.
22
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 jointlycontrolled 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
23
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.
24
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.
25
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.
i.
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.
26
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”.
i.
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.
i.
27
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 nonlevying 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.
i.
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.
i.
28
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.
i.
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.
i.
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.
i.
29
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)
i.
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
30
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.
i.
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.
i.
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.
31
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.
i.
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
32
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.
i.
Lawsuit No. 000.00.619716-7
São Paulo)
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.
i.
33
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.
i.
34
Lawsuit No. 000.02.066583-0
São Paulo)
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.
i.
Lawsuit No. 000.02.0522042-5
São Paulo)
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.
i.
35
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.
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.
i.
36
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.
i.
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.
i.
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.
37
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
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.
38
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.
39
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
c) Cases for the cancellation of registration
d) Other issues of interest to investors
40
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 jointlycontrolled 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”).
41
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
110.3
14.8
325.0
51.2
17.7
2.5
41.6
21.1
24.2
13.6
43.5
16.8
36.9
17.4
57.1
25.2
Price indices
Variable income
Foreign units (**)
Itaú BBA International
1.7
1.1
2.9
0.4
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
-
-
-
-
118.0
601.4
142.0
74.0
Itaú BBA Colombia
Effect of diversification
Global Risk
289.7
0.7
5.1
(77.1)
373.7
6.5
278.5
1.5
(53.4)
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.
42
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
Risk factors
Exposure
Risk of variation in:
Fixed rates
Fixed rate in Reais
Foreign exchange
coupons
Rates of foreign exchange coupons
Foreign currency
Exchange variations
Price indices
Inflation coupon rates
Reference rate
Rate of TR coupon
Shares
Share prices
I
12/31/2012 (*)
Scenarios
II
III
(3.8)
(95.2)
(189.7)
(1.5)
(36.8)
(72.3)
4.2
(105.3)
(210.6)
(2.7)
(65.6)
(127.5)
(5.2)
(126.1)
(245.8)
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)
(1.7)
(2.9)
Total without correlation – Industrial Area (**)
-
(*) 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.
43
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.
44
Board of Directors
Board Risk and
Capital Management
Committee (CGRC)
Audit Committee
Superior Risk Policy
Committee (CSRisc)
Superior Risk
Institutional Norms
Committee (CSNIR)
Superior Institutional
Treasury Committee
(CSTI)
Superior Institutional
Treasury and
Liquidity Committee
(CSTIL)
Superior Credit
Committee (CSC)
Superior Audit and
Operational Risk
Management
Committee (CSAGRO)
Superior Product
Committee (CSP)
Superior Foreign
Units Committee
(CSEXT)
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.
45
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.
46
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.
47
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
(www.itauunibanco.com.br/ri) in the route: Corporate Governance >> Risk Management - Pillar 3.
48
Relations
website
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
or
Duration
Date of registration with CVM
07.20.1977
or
X
Undetermined duration
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.
49
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
50
Biologica Sistemas
Event
Main conditions of the transaction
Acquisition of 70% interest in Biologica Sistemas Ltda., which was
changed into a corporation named Biologica Sistemas S.A.
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.
Itautec S.A. and Biologica Sistemas Ltda.
Companies involved
Effects arising from the transaction on the
corporate structure, particularly on the
ownership interest of the Issuer’s parent There was no change.
company, shareholders with more than 5%
of the capital, and management members
Corporate structure before and after the
There was no change.
transaction
Jacarandá
Event
Companies involved
ownership interest of the Issuer’s parent
transaction
Merger of Jacarandá Mimoso Participações Ltda. into its parent
company Duraflora S.A., a wholly-owned subsidiary of Duratex S.A.
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.
Duraflora S.A., Jacarandá Mimoso Participações Ltda., Duratex
Empreendimentos Ltda. and Duratex S.A.
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.
51
Tablemac S.A.
Event
Acquisition of a Relevant Investment in Tablemac S.A. by
subsidiaries of Duratex S.A.
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.
transaction
Acquisition of Indústria Metalúrgica Jacareí Ltda
Event
Acquisition of Indústria Metalúrgica Jacareí Ltda. by Duratex S.A.
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.
transaction
52
Thermosystem
Event
Acquisition of Thermosystem Indústria Eletro Eletrônica Ltda. by
Duratex S.A.
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.
transaction
Merger of Indústria Metalúrgica Jacareí Ltda.
Event
Merger of Indústria Metalúrgica Jacareí Ltda. into Duratex S.A.
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.
transaction
53
Debentures Duratex
Event
1st Private Issue of Debentures Convertible into Shares of Duratex
S.A.
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.
transaction
Of the 777,000 debentures issued, 1,871 (0.24%) were converted into
common shares in 2012.
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.
54
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.
Main conditions of the
transaction
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
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
Corporate structure
before and after the
transaction
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.
55
Serasa
Event
transaction
Companies involved
transaction on the
particularly on the
Issuer’s parent
the capital, and
management members
Corporate structure
transaction
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.
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.
56
BMG
Event
transaction
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
transaction on the
particularly on the
Issuer’s parent
the capital, and
management members
Corporate structure
transaction
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.
57
BPI
Event
Sale of the shares of Banco BPI, S.A.
transaction
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
transaction on the
particularly on the
Issuer’s parent
the capital, and
management members
Corporate structure
transaction
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.
58
In 2011
Industrial Area
Elizabeth Louças Sanitárias
Event
Acquisition of Elizabeth Louças Sanitárias Ltda.
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.
Duratex S.A. and Elizabeth Louças Sanitárias Ltda.
Companies involved
ownership interest of the Company’s parent There was no change.
transaction
DRI – Resinas
Event
Merger of the wholly-owned subsidiary DRI – Resinas Industriais
S.A. into Duratex S.A.
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.
Duratex S.A. and DRI – Resinas Industriais S.A.
Companies involved
transaction
59
Deca Nordeste
Event
Merger of Deca Nordeste Louças Sanitárias Ltda., a sole
proprietorship controlled by Duratex S.A.
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.
Duratex S.A. and Deca Nordeste Louças Sanitárias Ltda.
Companies involved
transaction
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
Companies involved
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
transaction
Acquisition of 49% of the shares issued by BSF Holding S.A.,
the parent company of Banco CSF S.A. (“Banco Carrefour”).
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 ecommerce 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.
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.
60
In 2010
Industrial Area
Merger of subsidiaries by Itaúsa
Event
Companies involved
Merger into Itaúsa-Investimentos Itaú S.A. of the subsidiaries
Itaucorp S.A., Elekpart Participações e Administração S.A., SegPart S.A. and Rouxinol Administração e Participações Ltda.
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.
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.
parent company, shareholders with more
than 5% of the capital, and management
members
Corporate structure before and after the There was no change.
transaction
Merger into Duratex S.A. of subsidiaries
Event
Companies involved
Merger into Duratex S.A. of the wholly-owned subsidiaries
Ceramica Monte Carlo S.A. and Deca Indústria e Comércio de
Materiais Sanitários Ltda.
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.
Cerâmica Monte Carlo S.A., Deca Indústria e Comércio de Materiais
Sanitários Ltda., and Duratex S.A.
members
Corporate structure before and after the There was no change.
transaction
61
Tallard
Event
Companies involved
members
transaction
Sale by Itautec to Avnet Inc, of the totality of the shares issued by
Tallard Technologies S.A. and subsidiaries.
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.
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 controlling
shareholder of those companies.
The controlling shareholder of those companies was changed to Avnet
Inc. or Avnet Delaware Holdings Inc.
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.
62
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.
63
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.
64
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.
65
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)
Operating
income
Notes:
1)
2)
January to
December
Financial
Services Area
Itaú Unibanco
Holding
2012
Industrial Area
Duratex
Elekeiroz
Itautec
Consolidated
Conglomerate
(1) (2)
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
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
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
Net income
2012
2011
2010
Financial Services
Area
Itaú Unibanco
Holding
12.634
13.837
11.708
Industrial Area
Duratex Elekeiroz Itautec
460
375
467
0
15
45
2
44
12
Consolidated
Conglomerate
(1) (2) (3)
5.040
5.367
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).
66
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-ofsale 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-toreach 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 fullservice 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 governmentowned 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.
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)
Duratex S.A (1)
Elekeiroz S.A (2)
Itautec S.A (3)
Itaú Unibanco Holding S.A (4)
2012
27,980
10,573
1,820
299,777
2011
26,700
9,400
1,200
7,386
2010
18,600
10,922
1,600
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 longterm 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.
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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 PostConsumption 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 environmentallyfriendly 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 (sustentabilidade@itautec.com). 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 nongovernmental 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 waste
Disposal
Type of waste
Recycling in metal and steel companies
Metal
Recycling in plastic companies
Plastic
Recycling in specialized company abroad
Boards
E-WASTE (wires and cables. electronic
Recycling in specialized company in Brazil
components. diskettes. kinescopes. etc.)
Total
Other waste
Disposal
Type of waste
Reuse, recycling and recovery
Cardboard, white paper, Styrofoam
Biological treatment
Sediment of the grease interceptor
Co-processing/Incineration
Solder dross, batteries, among other
Organic waste, waste from sweeping and
Landfill
debris
Total
Grand total
2012
1,829.3
184.2
27.4
100.7
2,141.6
2012
804.6
7.0
20.7
472.6
1,304.8
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 nonrenewable 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,
85
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
86
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.
87
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.
88
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.
89
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)
Disposal of waste and mitigation of emissions
Treatment and disposal of waste
Mitigation of emissions
Expenses with the purchase and use of the certificate for
emissions
Subtotal
Environmental prevention and management
External environmental management services
External certification of management systems
Personnel for general and environmental management
activities
Additional expenses with the implementation of cleaner
technologies
Other environmental management costs
Subtotal
Total
2010
2011
1,516.95
1,379.37
2012
344.30
6,032.09
1,555.94 (1)
10,737.18 (2)
-
-
20.79 (3)
2,896.32
6,376.39
12,313.90(m)
47.50
365.69
208.60
25.15
7.26 (4)
-
20.00
20.00(m)
1,130.70
756.75
286,338.67 (5)
1,543.89
4,440.21
1,010.49
7,386.89
1,097.63 (6)
287,463.56 m)
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
90
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.
All the information that significantly affected the Issuer’s operating performance was commented upon in this and
other items in this form.
91
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 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
92
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
64.2%
36.8%
Jointly-controlled subsidiary
In Brazil
Itaú Unibanco Holding S.A.
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.
Itaúsa Empreendimentos S.A.
0.1%
0.1%
Subsidiary
100.0%
100.0%
Subsidiary
100.0%
100.0%
Subsidiary
Abroad
ITH Zux Cayman Company Ltd.
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
Família
Egydio de Souza
Aranha
100,00% ON
100,00% Total
Companhia ESA
58,09% ON ( * )
17,95% PN
33,40% Total
3,03% ON
1,17% Total
Outros
38,88 ON
82,05% PN
65,43% Total
Itaúsa
100%
ITH ZUX
CAYMAN
96,49%
ELEKEIROZ
35,46% (**)
100%
ITAÚSA
EMPREEND.
DURATEX
94,01%
ITAUTEC
19,59% (**)
Itaú Unibanco
Holding
25,84% (**)
66,53%
IUPAR
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.
None
93
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
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
Description of the property, plant and equipment item
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
Brand
ITAÚSA
Brazil
Brand
ITAÚSA
Brand
ITAÚSA
Brand
Events that may cause
the loss of the rights
Duration
Indicated in Item 9.2 (III)
Consequence of the
loss of the rights
07.14.2006
to
Brazil
04.07.2009
to
Indicated in Item 9.2 (IV)
Argentina
08.19.2011
to
ITAÚSA
Argentina
08.19.2011
to
Brand
ITAÚSA
Chile
08.03.2012
to
08.03.2022
Brand
ITAÚSA
United States
08.07.2012
to
08.07.2022
Brand
ITAÚSA
Paraguay
08.03.2011
to
Brand
ITAÚSA
Paraguay
08.03.2011
to
Brand
ITAÚSA
European Union
12.21.2011
to
Brand
ITAÚSA
Uruguay
08.10.2011
04.07.2019
08.09.2021
to
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
94
Corporate
name
CNPJ
CVM code
Type of
company
Fiscal Year
DURATEX
S.A.
Book value variation %
97.837.181/000147
Market value variation %
21091
12/31/2012
9.160893
67.539267
12/31/2011
8.702929
(40.125392)
Country of
headquarter
State of
headquarter
City of
headquarter
Amount of dividends received (reais)
Date
Amount (reais)
Subsidiary
SP
São Paulo
Brazil
54,000,000.00 Market value:
12/31/2012
2,880,000,000.00
49,000,000.00 Book value:
12/31/2011
1,418,000,000.00
Description of the activities
developed
Manufacturing, sale, import and
export of wood byproducts,
bathroom fittings, and ceramic
and plastic materials.
Issuer’s
ownership
interest (%)
35.460000
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.
13.788.120/000147
4359
12/31/2012
(0.217391)
(21.799308)
12/31/2011
12/31/2010
0.436681
3171.430000
(25.897436)
(10.760000)
Subsidiary
Brazil
SP
33,000.00 Market value:
11,000,000.00 Book value:
3,308,000.00
São Paulo
12/31/2012
226,000,000.00
12/31/2011
459,000,000.00
Manufacturing of intermediaries
for plasticizers, resins and
fibers.
96.490000
and industrial sectors. The investment in this company is part of Itaúsa’s business strategy.
ITAU
UNIBANCO
HOLDING
S.A.
12/31/2012
60.872.504/000123
19348
(1.535754)
2.039163
12/31/2011
12/31/2010
20.641903
6.850000
60.772154
(43.670000)
Jointly-controlled
subsidiary
Brazil
SP
São Paulo
1,832,000,000.00 Market value:
12/31/2012
55,395,000,000.00
1,580,000,000.00 Book value:
1,452,000,000.00
12/31/2011
15,112,000,000.00
Financial Holding
36.780000
ITAUTEC
S.A.
54.526.082/000131
12/31/2012
12/31/2011
12/31/2010
12530
( 3.092784)
( 0.512821)
7.440000
24.755700
(37.090164)
(10.950000)
Subsidiary
Brazil
SP
148,000.00 Market value:
5,600,000.00 Book value:
11,403,000.00
12/31/2012
12/31/2012
São Paulo
Manufacture and sale of
banking automation and retail
automation equipment, IT
equipment and technology
services.
94.010000
383,000,000.00
376,000,000.00
ITH ZUX
CAYMAN
COMPANY
LIMITED
12/31/2012
12/31/2011
-
-
(97.674419)
13.157895
Subsidiary
0.000000
0.000000
Cayman Islands
George Town
0.00 Market value:
0.00 Book value:
12/31/2012
Non-financial company.
100.00000
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 04.676.564/0001- Jointly-controlled
Brazil
SP
São Paulo
Holding.
66.530000
ITAÚ
08
subsidiary
UNIBANCO
PARTICIPAÇ
ÕES S.A.
Market value:
12/31/2012
105,000,000.00
(31.649888)
0.000000
12/31/2011
Book value:
12/31/2012 12,221,000,000.00
15.810609
0.000000
92,000,000.00
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.
95
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
ITAÚSA
Word
828571473
36
07.14.2006
ITAÚSA
Word
828571481
35
04.07.2009
Registration
due date
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
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
ITAÚSA
Uruguay
Word
426238
35 and 36
08.10.2011
Registration
Registration due
deposit/grant date
date
08.09.2021
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.
96
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.
97
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
98
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.
99
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$481.1 billion as at December 31, 2012, a
7.4% increase over the last 12 months. This increase arose from several sources, of which the retail segment accounted
for a significant portion.
At the end of December 31, the Company’s Basel ratio as 16.7%, an increase of 0.3% compared to the same
period of 2011, indicating the strength of the capital base of Itaú Unibanco.
100
b.
Capital structure and the possibility of redemption of shares or quotas:
The Extraordinary Shareholders' Meeting on April 26, 2012 approved the following Board of Directors’ proposal:
 Cancellation of 8,700,000 preferred shares issued by itself and held in treasury, without a reduction in the capital
stock
 Increase in capital of R$ 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
1,680,795,973
2,693,485,616
4,374,281,589
13,266
15,830,895
25,369,105
41,200,000
412
1,696,626,868
2,718,854,721
4,415,481,589
13,678
(-) Cancellation of treasury shares – ESM of April 26, 2012 (*)
-
(8,700,000)
(8,700,000)
Capital increase through contributions from reserves
-
-
-
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
Shares of Capital Stock as at December 31, 2012
1,866,289,554
2,981,170,193
4,847,459,747
16,500
Capital increase
Bonus of 10%in shares
2,822
(*)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.
101
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 (*)
Overall liquidity
2012
2011
2010
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.
102
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.
103
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%
29,692
29,000
2%
Fixed assets, Net
71
72
-1%
Intangible Assets
460
460
0%
91
31,964
91
31,043
0%
3%
Promissory Notes
207
-
-
Raised funds
366
751
-51%
Tax liabilities
137
112
22%
Provisions
180
58
210%
1,041
776
34%
6
5
20%
30,027
29,341
2%
31,964
31,043
3%
Year
2012
2011
Change %
Net operating revenue
4,774
5,041
-5%
Operating expenses
(256)
(280)
-9%
21
(1)
77
-100%
4,539
4,837
-6%
Investments
Other non-financial assets
TOTAL ASSETS
Dividends and Interest on Capital Payable
Other non-financial Liabilities
Shareholders’ Equity
TOTAL LIABILITIES AND SHAREHOLDERS’
EQUITY

Statement of Income
Income tax and social contribution - Current
Income tax and social contribution - Deferred
NET INCOME
104
-73%
2011 X 2010
(amounts in millions of Reais)

Balance Sheet
Financial Assets
Tax Assets
Investments
Fixed Assets, Net
Intangible Assets
Other non-financial Assets
TOTAL ASSETS
Raised Funds
Tax Liabilities
Provisions
Dividends and Interest on Capital Payable
Other non-financial Liabilities
Shareholders’ Equity
TOTAL LIABILITIES AND SHAREHOLDERS’
EQUITY

12.31.2011
802
618
29,000
72
460
91
31,043
751
112
58
776
5
29,341
12.31.2010
1,028
519
25,638
7
832
51
28,075
1,064
104
14
712
22
26,159
Change %
-22%
19%
13%
929%
-45%
78%
11%
-29%
8%
314%
9%
-77%
12%
31,043
28,075
11%
2011
5,041
(280)
(1)
77
4,837
2010
4,663
(424)
1
177
4,417
Change %
8%
-34%
-200%
-56%
10%
Statement of Income
Year
Net operating revenue
Operating expenses
Income tax and social contribution - Current
Income tax and social contribution - Deferred
NET INCOME
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.
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.
IUPAR - Itaú Unibanco Partic. S.A.
Duratex S.A.
Elekeiroz S.A.
Itautec S.A.
Itaúsa Empreendimentos S.A.
ITH Zux Cayman Company Ltd.
Itaucorp S.A. (*)
Elekpart Partic. e Administração S.A. (*)
3,206
1,370
164
(16)
3,223
1,563
132
14
25
3,196
1,120
140
35
(48)
4
-
3
5
-
4
(1)
18
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
4,539
4,837
4,417
248
203
420
Own
-
-
40
Hedge – BAC and Itaú Unibanco transactions
-
-
30
Financial expenses – BAC and Itaú Unibanco transactions
-
-
10
298
212
371
Net Income
Addition/(Exclusion) of non-recurring effects
Ownership interest in Itaú Unibanco Holding
Changes in treasury shares
19
205
(55)
317
95
289
104
82
-
Allowance for loan losses
84
-
-
Rewards program
68
-
-
-
(170)
(48)
-
-
185
(308)
-
-
Provisions (Tax/Civil Claims/Economic Plans/Labor Claims/Other)
Sale of interest/Adjustment to market value - BPI
Program for cash or installment payment of federal taxes – Law No. 11,941/09
Expenditure with Itaú and Unibanco merger
Realization of assets
Other
14
-
-
(50)
(9)
9
Duratex
(7)
(9)
-
Itautec
(43)
-
-
4,787
5,040
9
4,837
Ownership interests in other controlled companies
Other
Recurring net income
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).
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
109
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).
110
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:
111
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.
112
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.
113
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.
114
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.
115
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.
116
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
117
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
Managing Vice-Presidents
Henri Penchas
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:
relacoes.investidores@itausa.com.br; 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.
118
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 relacoes.investidores@itausa.com.br.
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).
119
12.3. In a table, please state the dates and newspapers of the publication of:
Fiscal Year
Publication
Financial Statements
12.31.2012
Call for the OGM that analyzes the
Newspaper - State
Diário Oficial do Estado (Official
Gazette) – State of São Paulo
Valor Econômico – State of São Paulo
Minutes of the OGM that analyzes the
12.31.2011
12.31.2010
Dates
03.22.2013
03.22.2013
04.13.2013
04.16.2013
04.17.2013
04.15.2013
04.16.2013
04.17.2013
06.13.2013
06.13.2013
03.15.2012
03.15.2012
04.11.2012
04.12.2012
04.13.2012
04.11.2012
04.12.2012
04.13.2012
06.06.2012
06.06.2012
04.14.2011
04.14.2011
04.14.2011
04.15.2011
04.16.2011
04.14.2011
04.15.2011
04.18.2011
06.08.2011
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.
120
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
Age
59
Profession
Engineer
No.
007.739.228-52
Executive Vice President/Superintendent
Date of election
05.05.2014
Date of investiture
05.05.2014
Term of office
Annual
None
NO
121
Name
Age
44
Profession
Engineer
No.
066.530.838-88
Effective Member of the Board of Directors
Date of election
04.28.2014
Date of investiture
05.05.2014
Term of office
Annual
CEO
Vice-Chairman of the Board of Directors
Yes
Name
Age
55
Profession
Business Administrator
No.
014.414.218-07
Date of election
04.28.2014
Date of investiture
05.05.2014
Term of office
Annual
Member of the Ethics, Disclosure and Trading Committee
Yes
Name
Carlos da Camara Pestana
Age
82
Profession
Lawyer
No.
401.016.577-49
Chairman of the Board of Directors
Date of election
04.28.2014
Date of investiture
05.05.2014
Term of office
Annual
None
Yes
Name
José Sérgio Gabrielli de Azevedo
Age
64
Profession
Economist
No.
042.750.395-72
Independent Effective Member of the Board of Directors
Date of election
04.28.2014
Date of investiture
05.05.2014
Term of office
Annual
None
No.
122
Name
Paulo Setubal Neto
Age
64
Profession
Engineer
No.
638.097.888-72
Date of election
04.28.2014
Date of investiture
05.05.2014
Term of office
Annual
None
Yes
Name
Age
38
Profession
No.
271.943.018-81
Date of election
04.28.2014
Date of investiture
05.05.2014
Term of office
Annual
Yes
Name
Age
51
Profession
Lawyer
No.
033.033.518-99
Alternate Member of the Board of Directors
Date of election
04.28.2014
Date of investiture
05.05.2014
Term of office
Annual
Yes
Name
Age
40
Profession
Engineer
No.
252.398.288-90
Alternate Member of the Board of Directors
Date of election
04.28.2014
Date of investiture
05.05.2014
Term of office
Annual
None
Yes
123
Members of the Fiscal Council
Name
Flavio César Maia Luz
Age
Civil Engineer
Profession
62
No.
636.622.138-34
Effective Member of the Fiscal Council
Date of election
04.28.2014
Date of investiture
05.05.2014
Term of office
Annual
None
Yes
Name
Helena Kerr do Amaral
Age
58
Profession
No.
007.675.698-06
Date of election
04.28.2014
Date of investiture
05.08.2014
Term of office
Annual
None
No
Name
José Carlos de Brito e Cunha
Age
62
Profession
Accountant and Business Administrator
No.
286.405.947-91
Date of election
04.28.2014
Date of investiture
05.08.2014
Term of office
Annual
None
No
Name
Paulo Ricardo Moraes Amaral
Age
72
Profession
Engineer
No.
008.036.429-49
Date of election
04.28.2014
Date of investiture
05.08.2014
Term of office
Annual
None
Yes
124
Name
Tereza Cristina Grossi Togni
Age
65
Profession
Business Administrator and Bachelor in Accounting
No.
163.170.686-15
Chairman of the Supervisory Board elected by the
controller
Date of election
04.28.2014
Date of investiture
05.08.2014
Term of office
Annual
None
Yes
Name
Felício Cintra do Prado Júnior
Age
59
Profession
Engineer
No.
898.043.258-53
Alternate Member of the Fiscal Council
Date of election
04.28.2014
Date of investiture
05.08.2014
Term of office
Annual
None
Yes
Name
Luciana Menegassi Leocadio Silvestrini
Age
36
Profession
Bachelor in Economics
No.
079.600.717-99
Date of election
04.28.2014
Date of investiture
05.26.2014
Term of office
Annual
None
No
Name
João Costa
Age
63
Profession
Economist
No.
476.511.728-68
Date of election
04.28.2014
Date of investiture
05.08.2014
Term of office
Annual
None
Yes
125
Name
José Roberto Brant de Carvalho
Age
85
Profession
Retired Bank Clerk
No.
038.679.008-68
Date of election
04.28.2014
Date of investiture
05.08.2014
Term of office
Annual
None
Yes
Name
Luiz Antonio Careli
Age
63
Profession
Teaching Degree in Mathematics, Physics and Geometry
No.
585.728.488-00
Date of election
04.28.2014
Date of investiture
05.08.2014
Term of office
Annual
None
No
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.
126
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.
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.
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
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.
127
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.
I - Any criminal conviction- NO
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 ViceChairman 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.
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.
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
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.
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.
I - Any criminal conviction - NO
him from the performance of any professional or commercial activity - NO
128
Name: ALFREDO EGYDIO SETUBAL
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.
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.
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).
Itaúsa – Investimentos Itaú S.A., Itaú Unibanco Holding S.A., Itaú Unibanco S.A. and Investimentos Bemge S.A.
in the positions specified above.
Name: CARLOS DA CAMARA PESTANA
Itaúsa – Investimentos Itaú S.A. (Non-Executive Member): Chairman of the Board of Directors since May 2011; ViceChairman of the Board of Directors from December 2008 to April 2011.
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.
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.
Academic background: Bachelor’s degree in Law from Faculdade de Direito Universidade Clássica de Lisboa, 1955.
129
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.
Name: JOSÉ SÉRGIO GABRIELLI DE AZEVEDO
Itaúsa – Investimentos Itaú S.A. (Independent Member): Member of the Board of Directors since May 2011.
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.
Itaúsa – Investimentos Itaú S.A. and Petrobrás in the positions specified above.
Name: PAULO SETUBAL NETO
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.
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.
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.
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.
130
Itaúsa – Investimentos Itaú S.A., Duratex S.A., Elekeiroz S.A. and Itautec S.A. in the positions specified above.
Name: RODOLFO VILLELA MARINO
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.
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.
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.
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.
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.
Name: RICARDO EGYDIO SETUBAL
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.
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
131
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.
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.
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.
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.
Name: RICARDO VILLELA MARINO
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.
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.
Duratex S.A.: Alternate Member of the Board of Directors since April 2009.
Elekeiroz S.A.: Alternate Member of the Board of Directors since April 2009.
Itautec S.A.: Alternate Member of the Board of Directors since April 2009.
132
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.
MEMBERS OF THE FISCAL COUNCIL:
Name: FLÁVIO CÉSAR MAIA LUZ
Duratex S.A.: Executive Vice-President and Executive Officer from 1990 to 1998.
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
133
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:
him from the performance of any professional or commercial activity - NO Name: HELENA KERR DO AMARAL
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.
her for the performance of any professional or commercial activity - NO
Name: JOSÉ CARLOS DE BRITO E CUNHA
Itaúsa – Investimentos Itaú S.A.: Effective member of the Fiscal Council since April 2012.
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.
134
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.
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).
Itaúsa – Investimentos Itaú S.A., Jereissati Participações S.A. and Bombril S.A., in the positions specified above.
him for the performance of any professional or commercial activity - NO
Name: PAULO RICARDO MORAES AMARAL
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.
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
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.
Itaúsa – Investimentos Itaú S.A. and Duratex S.A., in the positions specified above.
Name: TEREZA CRISTINA GROSSI TOGNI
Itaúsa – Investimentos Itaú S.A.: Chairman of the Fiscal Council since April 2011.
Itautec S.A.: Coordinator of the Audit and Risk Management Committee since September 2010; Coordinator of the
Disclosure Committee since May 2011.
135
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
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.
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.
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.
Name: FELÍCIO CINTRA DO PRADO JÚNIOR
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).
136
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).
Duratex S.A., Parmalat S.A. and Bandeirante Energia S.A., in the positions specified above.
Name: JOÃO COSTA
Itaúsa – Investimentos Itaú S.A.: Alternate Member of the Fiscal Council since April 2009.
Itaú Unibanco Holding S.A.: Alternate Member of the Fiscal Council since May 2009.
Itaú Unibanco S.A.: Managing Director from April 1997 to April 2008.
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.
Name: JOSÉ ROBERTO BRANT DE CARVALHO
Itaúsa – Investimentos Itaú S.A.: Alternate Member of the Fiscal Council since April 2006.
Itaú Unibanco Holding S.A.: Alternate Member of the Fiscal Council from March 2003 to April 2005.
Itaú Unibanco S.A.: Executive Officer from October 1986 to March 1991.
137
Name: LUCIANA MENEGASSI LEOCADIO SILVESTRINI
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.
Fras-Le S.A. and Log-In Logística Intermodal S.A., in the positions specified above.
Name: LUIZ ANTONIO CARELI
Itaúsa – Investimentos Itaú S.A.: Alternate member of the Fiscal Council since April 2011.
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).
Itaúsa – Investimentos Itaú S.A. and Randon S.A. Implementos e Participações, in the positions specified above.
138
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.
139
b) Issuer’s direct or indirect parent company
c) if relevant, supplier, client, debtor or creditor of the Issuer, its parent company or parent companies or subsidiaries of
any of these people
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.
140
Additional information to Item 12.9
Management positions
Issuer
Name
VILLELA Family
1) Maria de Lourdes Egydio Villela
Parent company
ITAÚSA
INVESTIMENTOS
ITAÚ S.A
CNPJ
61.532.644/0001-15
CPF
007.446.978-91
-
COMPANHIA ESA
Interest in
the
controlling
group
CNPJ
52.117.397/0001-08
-
Yes
Executive Officer “A”
-
Yes
Yes
Managing President
Yes
Children:
252.398.288-90
271.943.018-81
Alternate Director
Director
Siblings:
Vice-Chairman of the
Board
CEO
2) Alfredo Egydio Arruda Villela Filho
066.530.838-88
3) Ana Lúcia de Mattos Barretto Villela
066.530.828-06
-
-
Yes
014.414.218-07
Vice-Chairman of the
Board of Directors
Executive Officer “B”
Yes
384.422.518-80
-
-
Yes
407.919.708-09
-
-
Yes
011.785.508-18
-
-
Yes
Beatriz de Mattos Setubal
316.394.318-70
-
-
Yes
348.338.808-73
-
-
Yes
SETUBAL Family
Siblings:
1) Alfredo Egydio Setubal
Children:
2) José Luiz Egydio Setubal
Children:
394.635.348-73
-
-
Yes
570.405.408-00
-
-
Yes
311.798.878-59
-
-
Yes
269.253.728-92
-
-
Yes
Tide Setubal Souza e Silva
Nogueira
296.682.978-81
-
-
Yes
006.447.048-29
-
-
Yes
3) Maria Alice Setubal
Children:
4) Olavo Egydio Setubal Júnior
Children:
Bruno Rizzo Setubal
299.133.368-56
-
-
Yes
350.572.098-41
-
-
Yes
Luiza Rizzo Setubal
323.461.948-40
-
-
Yes
638.097.888-72
Director
-
Yes
077.540.228-18
-
-
Yes
Júlia Guidon Setubal
336.694.358-08
-
-
Yes
336.694.318-10
-
-
Yes
033.033.518-99
Alternate Director
-
Yes
230.936.378-21
-
-
Yes
Patrícia Ribeiro do Valle Setubal
230.936.328-62
-
-
Yes
007.738.228-52
Managing VicePresident
Yes
5) Paulo Setubal Neto
Children:
6) Ricardo Egydio Setubal
Children:
7) Roberto Egydio Setubal
Children:
Paula Lucas Setubal
8) O.E. Setubal S.A.
227.809.998-10
-
-
Yes
295.243.528-69
61.074.456/0001-90
-
-
Yes
Yes
141
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)
(ii)
Carlos da Camara Pestana, Maria de Lourdes Egydio Villela and Jairo Cupertino, in 2010, and;
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”:
142
In 2010
Name
CPF
Subordination relationships - Directors of Itaúsa - Investimentos Itaú S.A.
Subsidiaries
Parent
company
Duratex
Elekeiroz
Itaú
Itautec S.A.
Iupar
Companhia
S.A.
S.A.
Unibanco
Itaú Unibanco
ESA
Holding S.A.
Participações
S.A.
Interest in
the
controlling
group
Legal Entity
Taxpayers’
Registry
(CNPJ) No.
97.837.181/0
001-47
Legal Entity
Taxpayers’
Registry
(CNPJ) No.
13.788.120/0
001-47
Legal Entity
Taxpayers’
Registry
(CNPJ) No.
60.872.504/00
01-23
Legal Entity
Taxpayers’
Registry
(CNPJ) No.
54.526.082/00
01-31
Legal Entity
Taxpayers’
Registry (CNPJ)
No.
04.676.564/000108
Legal Entity
Taxpayers’
Registry (CNPJ)
No.
52.117.397/00
01-08
007.446.978-91
-o-
-o-
-o-
-o-
-o-
-o-
Yes
Ricardo Villela
Marino
252.398.288-90
Alternate
Director
Alternative
Director
Alternative
Director
Officer
-o-
Yes
Rodolfo Villela
Marino
271.943.018-81
Director
Chairman of
the Board of
Directors
Director and
Managing
VicePresident
-o-
Director
Alternate
Director
Managing
Vice-President
Yes
2 Alfredo Egydio
Arruda Villela Filho
066.530.838-88
-o-
Yes
-o-
ViceChairman of
the Board of
Directors
-o-
Executive
Officer “B”
066.530.828-06
ViceChairman of
the Board of
Directors
-o-
Director
3 Ana Lúcia de
Mattos Barretto
Villela
ViceChairman of
the Board of
Directors
-o-
-o-
-o-
Yes
014.414.218-07
-o-
-o-
Director and
Managing
VicePresident
-o-
CEO
Alfredo Egydio
Nugent Setubal
Marina Nugent
Setubal
2 José Luiz Egydio
Setubal
Children:
407.919.708-09
-o-
-o-
-o-
-o-
-o-
-o-
Yes
384.422.518-80
-o-
-o-
-o-
-o-
-o-
-o-
Yes
011.785.508-18
-o-
-o-
-o-
-o-
-o-
-o-
Yes
Beatriz de Mattos
Setubal
Gabriel de
Mattos Setubal
3 Maria Alice Setubal
316.394.318-70
-o-
-o-
-o-
-o-
-o-
-o-
Yes
348.338.808-73
-o-
-o-
-o-
-o-
-o-
-o-
Yes
570.405.408-00
-o-
-o-
-o-
-o-
-o-
-o-
Yes
311.798.878-59
-o-
-o-
-o-
-o-
-o-
-o-
Yes
269.253.728-92
-o-
-o-
-o-
-o-
-o-
-o-
Yes
296.682.978-81
-o-
-o-
-o-
-o-
-o-
-o-
Yes
VILLELA Family
1 Maria de Lourdes
Egydio Villela
Children:
Siblings:
SETUBAL Family
Siblings:
1 Alfredo Egydio
Setubal
-o-
Yes
Children:
Children:
Fernando
Setubal Souza e
Silva
Guilherme
Setubal Souza e
Silva
Tide Setubal
Souza e Silva
Nogueira
143
4 Olavo Egydio Setubal
Júnior
006.447.048-29
Alternate
Director
ViceChairman of
the Board of
Directors
-o-
Alternate
Director
-o-
-o-
Yes
299.133.368-56
-o-
-o-
-o-
-o-
-o-
-o-
Yes
350.572.098-41
-o-
-o-
-o-
-o-
-o-
-o-
Yes
323.461.948-40
-o-
-o-
-o-
-o-
-o-
-o-
Yes
638.097.888-72
Director
Director
-o-
Alternate
Director
-o-
-o-
Yes
077.540.228-18
-o-
-o-
-o-
-o-
-o-
-o-
Yes
336.694.358-08
-o-
-o-
-o-
-o-
-o-
-o-
Yes
336.694.318-10
-o-
-o-
-o-
-o-
-o-
-o-
Yes
033.033.518-99
ViceChairman of
the Board of
Directors
Alternate
Director
-o-
Chairman of
the Board of
Directors
Alternate viceChairman of the
Board of
Directors
Executive
Officer “A”
Yes
230.936.328-62
-o-
-o-
-o-
-o-
-o-
-o-
Yes
007.738.228-52
-o-
-o-
ViceChairman of
the Board of
Directors and
CEO
-o-
Vice-Chairman
of the Board of
Directors
CEO
Yes
227.809.998-10
-o-
-o-
-o-
-o-
-o-
-o-
Yes
295.243.528-69
-o-
-o-
-o-
-o-
-o-
-o-
Yes
61.074.456/000190
-o-
-o-
-o-
-o-
-o-
-o-
Yes
Children:
Bruno Rizzo
Setubal
Camila Setubal
Lenz Cesar
Luiza Rizzo
Setubal
5 Paulo Setubal Neto
Children:
Carolina Marinho
Lutz Setubal
Júlia Guidon
Setubal
Paulo Egydio
Setubal
6 Ricardo Egydio
Setubal
Children:
Patrícia Ribeiro do
Valle Setubal
7 Roberto Egydio
Setubal
Children:
Mariana Lucas
Setubal
Paula Lucas
Setubal
8
O.E. Setubal S.A.
144
In 2011
Name
CPF
Duratex
S.A.
Legal Entity
Taxpayers’
Registry
(CNPJ) No.
97.837.181/0
001-47
Subsidiaries
Parent
company
Elekeiroz
Itaú
Itautec S.A.
Iupar
Itaúsa
Companhia
S.A.
Unibanco
Itaú Unibanco
Empreendi
ESA
Holding S.A.
Participações mentos S.A.
S.A.
Legal Entity
Taxpayers’
Registry
(CNPJ) No.
13.788.120/0
001-47
Legal Entity
Taxpayers’
Registry
(CNPJ) No.
60.872.504/00
01-23
Legal Entity
Taxpayers’
Registry
(CNPJ) No.
54.526.082/0
001-31
Legal Entity
Taxpayers’
Registry (CNPJ)
No.
04.676.564/0001
-08
Interest in
the
controlling
group
Legal Entity
Legal Entity
Taxpayers’
Taxpayers’
Registry
Registry (CNPJ)
(CNPJ) No.
No.
04.676.564/00 52.117.397/00
01-08
01-08
VILLELA Family
1 Maria de
Lourdes Egydio
Villela
Children:
007.446.97
8-91
-o-
-o-
-o-
-o-
-o-
Ricardo Villela
Marino
252.398.28
8-90
Alternate
Director
Alternative
Director
Alternative
Director
Officer
Rodolfo Villela
Marino
271.943.01
8-81
Director
Chairman of
the Board of
Directors
Director and
Managing
VicePresident
-o-
Director
Alternate
Director
2 Alfredo Egydio
Arruda Villela
Filho
066.530.83
8-88
-o-
066.530.82
8-06
ViceChairman of
the Board of
Directors
-o-
ViceChairman of
the Board of
Directors
-o-
Director
3 Ana Lúcia de
Mattos Barretto
Villela
ViceChairman of
the Board of
Directors
-o-
Member of
the Board of
Directors
-o-
Yes
Executive
Officer “A”
Yes
Managing
VicePresident
-o-
Yes
Member of
the Board of
Directors and
CEO
CEO
Yes
-o-
Yes
-o-
Siblings:
-o-
-o-
SETUBAL Family
Siblings:
1 Alfredo Egydio
Setubal
014.414.21
8-07
-o-
-o-
Director and
Managing
VicePresident
-o-
CEO
-o-
Yes
407.919.70
8-09
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
384.422.51
8-80
011.785.50
8-18
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
Children:
Alfredo Egydio
Nugent
Setubal
Marina Nugent
Setubal
2 José Luiz Egydio
Setubal
Children:
Beatriz de
Mattos Setubal
Gabriel de
Mattos Setubal
3 Maria Alice
Setubal
Children:
316.394.31
8-70
348.338.80
8-73
570.405.40
8-00
Fernando
Setubal Souza
e Silva
Guilherme
Setubal Souza
e Silva
Tide Setubal
Souza e Silva
Nogueira
311.798.87
8-59
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
269.253.72
8-92
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
296.682.97
8-81
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
145
4 Olavo Egydio
Setubal Júnior
006.447.04
8-29
Alternate
Director
ViceChairman of
the Board of
Directors
-o-
Director
-o-
Member of
the Board of
Directors
-o-
Yes
299.133.36
8-56
350.572.09
8-41
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
323.461.94
8-40
638.097.88
8-72
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
Director
Alternate
Director
-o-
Director
-o-
Member of
the Board of
Directors
-o-
Yes
077.540.22
8-18
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
336.694.35
8-08
336.694.31
8-10
033.033.51
8-99
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
ViceChairman of
the Board of
Directors
Director
-o-
Chairman of
the Board of
Directors
Alternate viceChairman of
the Board of
Directors
Member of
the Board of
Directors and
Managing
VicePresident
Executive
Officer “B”
Yes
230.936.32
8-62
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
007.738.22
8-52
-o-
-o-
ViceChairman of
the Board of
Directors and
CEO
-o-
Vice-Chairman
of the Board of
Directors
-o-
-o-
Yes
Mariana Lucas
Setubal
Paula Lucas
Setubal
227.809.99
8-10
295.243.52
8-69
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
O.E. Setubal
S.A.
61.074.456/
0001-90
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
Children:
Bruno Rizzo
Setubal
Camila
Setubal Lenz
Cesar
Luiza Rizzo
Setubal
5 Paulo Setubal
Neto
Children:
Carolina
Marinho Lutz
Setubal
Júlia Guidon
Setubal
Paulo Egydio
Setubal
6 Ricardo Egydio
Setubal
Children:
Patrícia
Ribeiro do
Valle Setubal
7 Roberto Egydio
Setubal
Children:
8
146
In 2012
Name
CPF
Duratex
S.A.
Legal Entity
Taxpayers’
Registry
(CNPJ) No.
97.837.181/0
001-47
Subsidiaries
Parent
company
Elekeiroz
Itaú
Itautec S.A.
Iupar
Itaúsa
Companhia
S.A.
Unibanco
Itaú Unibanco
Empreendi
ESA
Holding S.A.
Participações mentos S.A.
S.A.
Legal Entity
Taxpayers’
Registry
(CNPJ) No.
13.788.120/0
001-47
Legal Entity
Taxpayers’
Registry
(CNPJ) No.
60.872.504/00
01-23
Legal Entity
Taxpayers’
Registry
(CNPJ) No.
54.526.082/0
001-31
Legal Entity
Taxpayers’
Registry (CNPJ)
No.
04.676.564/0001
-08
Interest in
the
controlling
group
Legal Entity
Legal Entity
Taxpayers’
Taxpayers’
Registry
Registry (CNPJ)
(CNPJ) No.
No.
04.676.564/00 52.117.397/00
01-08
01-08
VILLELA Family
1 Maria de
Lourdes Egydio
Villela
Children:
007.446.97
8-91
-o-
-o-
-o-
-o-
-o-
Ricardo Villela
Marino
252.398.28
8-90
Alternate
Director
Alternative
Director
Alternate
Director
Officer
Rodolfo Villela
Marino
271.943.01
8-81
Director
Chairman of
the Board of
Directors
Director and
Managing
VicePresident
-o-
Director
Alternate
Director
2 Alfredo Egydio
Arruda Villela
Filho
066.530.83
8-88
-o-
066.530.82
8-06
ViceChairman of
the Board of
Directors
-o-
ViceChairman of
the Board of
Directors
-o-
Director
3 Ana Lúcia de
Mattos Barretto
Villela
ViceChairman of
the Board of
Directors
-o-
Member of
the Board of
Directors
-o-
Yes
Executive
Officer “B”
Yes
Managing
VicePresident
-o-
Yes
Yes
-o-
Member of
the Board of
Directors and
CEO
-o-
-o-
Yes
-o-
Siblings:
-o-
SETUBAL Family
Siblings:
1 Alfredo Egydio
Setubal
014.414.21
8-07
-o-
-o-
Director and
Managing
VicePresident
-o-
CEO
-o-
407.919.70
8-09
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
384.422.51
8-80
011.785.50
8-18
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
316.394.31
8-70
348.338.80
8-73
394.635.34
8-73
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
570.405.40
8-00
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
311.798.87
8-59
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
269.253.72
8-92
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
296.682.97
8-81
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
-o-
Yes
Children:
Alfredo Egydio
Nugent
Setubal
Marina Nugent
Setubal
2 José Luiz Egydio
Setubal
Children:
Beatriz de
Mattos Setubal
Gabriel de
Mattos Setubal
Olavo Egydio
Mutarelli
Setubal
3 Maria Alice
Setubal
Children:
Fernando
Setubal Souza
e Silva
Guilherme
Setubal Souza
e Silva
Tide Setubal
Souza e Silva
Nogueira
147
4 Olavo Egydio
Setubal Júnior
006.447.04
8-29
Alternate
Director
ViceChairman of
the Board of
Directors
-o-
Director
-o-
Member of
the Board of
Directors
-o-
Yes
299.133.36
8-56
350.572.09
8-41
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
323.461.94
8-40
638.097.88
8-72
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
Director
Alternate
Director
-o-
Alternate
Director
-o-
-o-
-o-
Yes
077.540.22
8-18
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
336.694.35
8-08
336.694.31
8-10
033.033.51
8-99
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
ViceChairman of
the Board of
Directors
Director
-o-
Chairman of
the Board of
Directors
Alternate viceChairman of
the Board of
Directors
Member of
the Board of
Directors and
Managing
VicePresident
Executive
Officer “A”
Yes
230.936.37
8-21
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
230.936.32
8-62
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
007.738.22
8-52
-o-
-o-
ViceChairman of
the Board of
Directors and
CEO
-o-
Vice-Chairman
of the Board of
Directors
-o-
CEO
Yes
Mariana Lucas
Setubal
Paula Lucas
Setubal
227.809.99
8-10
295.243.52
8-69
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
O.E. Setubal
S.A.
61.074.456/
0001-90
-o-
-o-
-o-
-o-
-o-
-o-
-o-
Yes
Children:
Bruno Rizzo
Setubal
Camila
Setubal Lenz
Cesar
Luiza Rizzo
Setubal
5 Paulo Setubal
Neto
Children:
Carolina
Marinho Lutz
Setubal
Júlia Guidon
Setubal
Paulo Egydio
Setubal
6 Ricardo Egydio
Setubal
Children:
Marcelo
Ribeiro do
Valle Setubal
Patrícia
Ribeiro do
Valle Setubal
7 Roberto Egydio
Setubal
Children:
8
148
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:
12.31.2012
Duratex S.A
Elekeiroz S.A.
Itautec S.A.
Total
12.31.2011
R$ million
12.31.2010
463
382
362
67
46
15
131
164
167
661
592
544
Information on the Annual Shareholders’ Meetings of the three last years and the current year
Date of the Annual
Shareholders’
Meetings
04.30.2010
06.30.2010
04.29.2011
06.30.2011
04.26.2012
07.06.2012
04.30.2013
Instatement Quorum
Common
Preferred
shares
shares
Second Call
No
No
No
No
No
No
No
86.13%
84.60%
88.33%
87.89%
89.53%
89.55%
89.83%
27.00%
-o27.92%
-o22.91%
-o24.47%
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.
149
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.
150
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.
151
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:
152
2010
a
R$, except if otherwise indicated
Board of
Directors
Statutory
Executive
Board
Fiscal
Council
Total
8.00
3.33
6.00
17.33
5,032,915
1,649,844
734,400
7,417,159
3,708,096
1,303,208
612,000
5,623,304
. Direct and indirect benefits
187,200
85,994
N/A
273,194
. Compensation for participating in committees
330,000
0
N/A
330,000
Body
b
Number of members (people)
c
Compensation segregated into:
i Annual fixed compensation, segregated into:
. Salary or management fees
. Other (INSS)
ii Variable compensation, segregated into:
. Bonuses
. Profit sharing
260,642
122,400
1,190,661
5,502,166
0
8,998,870
N/A
N/A
N/A
N/A
3,496,704
3,132,166
N/A
6,628,870
. Compensation for participating in meetings
N/A
N/A
N/A
N/A
. Commission
N/A
N/A
N/A
N/A
. Other (special fees and INSS)
N/A
2,370,000
N/A
2,370,000
192,172
383,894
N/A
576,066
iv Benefits arising from the termination of mandate
N/A
N/A
N/A
N/A
v Share-based payment
N/A
N/A
N/A
N/A
8.721.791
7,535,904
734,400
iii Post-employment benefits
d
807,619
3,496,704
Amount, per body, of the compensation of the board of directors,
statutory executive board and fiscal council
e Total amount of compensation of the board of directors, statutory executive board and fiscal council
16,992,095
Notes:
1. There is one member of the Board of Directors of the Issuer who is also a member of the Executive Board. As the compensation policies of these
bodies are similar and there is no segmentation of the compensation for each body, the amounts related to the compensation of this member are
included only in the table referring to the compensation of the Board of Directors of the Issuer. For 2010, this note is also applicable to Items 13.3
and 13.10.
2.
The average compensation amount per member in 2010 was R$ 1,090 thousand for the Board of Directors and R$ 2,263 thousand for the Executive
Board.
in the table below in accordance with the instruction contained in CVM/SEP Circular Letter No. 007/2011.
to the profit sharing of the Issuer were allocated to the members of the Board and Directors and Executive Board:
153
2011
Board of
Directors
a Body
b Number of members (people)
Statutory
Executive
Board
Fiscal
Council
Total
8.00
3.00
6.00
17.00
c Compensation segregated into:
3,236,606
1,504,456
734,400
5,475,462
2,432,236
1,202,752
612,000
4,246,988
101,923
61,154
N/A
163,076
180,000
N/A
N/A
180,000
. Other (INSS)
522,447
240,550
122,400
885,398
2,380,384
5,560,896
N/A
7,941,280
N/A
N/A
N/A
N/A
2,380,384
3,160,896
N/A
5,54,280
N/A
N/A
N/A
N/A
. Commission
N/A
N/A
N/A
N/A
N/A
2,400,000
N/A
2,400,000
. Bonuses
. Profit sharing
108,243
69,675
N/A
177,918
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
5.725.233
7,135,027
734,400
d 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
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 the table below in accordance with the instruction contained in the CVM/SEP Circular Letter No. 007/2011.
to the profit sharing of the Issuer were allocated to the members of the Board and Directors and Executive Board:
154
2012
a
Body
b
c
Fiscal
Council
Total
8.00
3.00
6.00
17.00
2,305,114
1,548,331
734,400
4,587,846
1,874,076
1,202,752
612.000
3,688,828
56,223
105,029
N/A
161,252
N/A
N/A
N/A
N/A
374,815
240,550
122.400
737,766
1,822,224
4,735,896
N/A
6,558,120
N/A
N/A
N/A
N/A
. Other (INSS)
. Bonuses
. Profit sharing
1,822,224
2,785,896
N/A
4,608,120
N/A
N/A
N/A
N/A
. Commission
N/A
N/A
N/A
N/A
N/A
1,950,000
N/A
1,950,000
d
Board of
Directors
Statutory
Executive
Board
110,562
115,060
N/A
225,622
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
4.237.900
6,399,287
734,400
statutory executive board and fiscal council
11,371,588
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
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.
155
2013
a
Body
b
c
Board of
Directors
Statutory
Executive Board
Fiscal Council
8.00
3.00
6.00
17.00
6,789,859
4,562,941
907,200
12,260,000
5,520,000
3,544,000
756.000
9,820,000
165,859
310,141
N/A
476,000
N/A
N/A
N/A
N/A
1,104,000
708,800
151.200
1,964,000
5,748,000
. Other (INSS)
0
5,748,000
N/A
N/A
N/A
N/A
N/A
See below
See below
N/A
See below
N/A
N/A
N/A
N/A
. Commission
N/A
N/A
N/A
N/A
0
5,748,000
N/A
5,748,000
. Bonuses
. Profit sharing
d
Total
330,000
340,000
N/A
670,000
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
7.119.859
10,650,941
907,200
Amount, per body, of the compensation of the board of
directors, statutory executive board and fiscal council
18,678,000
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:
2010
A
B
Body
Number of members
C
With respect to bonuses:
i
The minimum amount provided for in the compensation plan
ii
The maximum amount provided for in the compensation plan
iii
The amount provided for in the compensation plan should the
targets established be achieved
iv
The amount actually recognized in income or loss for the
previous year
d
With respect to profit sharing:
i
ii
iii
iv
previous year
Board of
Directors
8.00
Statutory
Executive
Board
3.33
Fiscal
Council
6.00
17.33
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
3,496,704
1,257,166
N/A
4,753,870
3,496,704
5,502,166
N/A
8,998,870
3,496,704
1,257,166
N/A
4,753,870
3,496,704
5,502,166
N/A
8,998,870
Total
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.
156
2011
Board of
Directors
a
Body
b
Number of members
c
i
ii
iii
iv
previous year
d
i
ii
iii
iv
The valor efetivamente reconhecido no resultado do último
exercício social
Statutory
Executive
Fiscal
Total
Board
Council
8.00
3.00
6.00
17.00
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2,380,384
1,160,896
N/A
3,541,280
2,380,384
5,560,896
N/A
7,941,280
2,380,384
1,160,896
N/A
3,541,280
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
2012
a
Board of
Directors
Body
Statutory
Executive
Fiscal
Total
Board
Council
b
Number of members
8.00
3.00
6.00
17.00
c
i The minimum amount provided for in the compensation plan
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1,822,224
1,160,896
N/A
2,983,120
1,822,224
4,735,896
N/A
6,558,120
1,822,224
1,160,896
N/A
2,983,120
1,822,224
4,735,896
N/A
6,558,120
ii The maximum amount provided for in the compensation plan
iii
iv
The amount actually recognized in income or loss for the previous
year
d
i The minimum amount provided for in the compensation plan
ii The maximum amount provided for in the compensation plan
iii
iv
The amount actually recognized in income or loss for the previous
year
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
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.
157
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.
158
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
Board of Directors
Companies
Shares
Common
Preferred
Itaúsa
Issuer
Investimentos
493,868,281
232,215,264
Itaú S.A.
Companhia
Parent company
493,868,280
ESA
Itaú Unibanco
2,512,475
4,855,692
Holding S.A.
Itautec S.A.
25,165
Subsidiaries
Elekeiroz S.A.
130
140
Duratex S.A.
10,805,668
-
Total
Statutory Executive Board (except those
already considered in the BDA)
Shares
Shares
Common
Preferred
Total
Common
Fiscal Council
Preferred
Total
726,083,545
62,213,927 19,856,528
82,070,455
4,803,388
456,481
5,259,869
493,868,280
62,213,927
-
62,213,927
-
-
-
8,947,700 4,460,480
13,408,180
33,500
845,400
878,900
561
198,335
6,715
-
6,715
7,368,167
25,165
270
10,805,668
561
198,335
-
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
c) Method used and assumptions made to absorb the expected early exercise effects
d) Method to determine expected volatility
e) If any other characteristic of the options was included in its fair value measurement
159
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:
Board of Directors
a
Body
b
Number of members
c
Plan name
d
Number of management members that have the conditions
necessary for retirement
e
Conditions for early retirement
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
f
g
Total accumulated amount of the contributions made in the
previous year, less the portion related to contributions made
directly by management members
h
Whether there is the possibility of early redemption and what
the conditions are
Notes:
1.
2.
Statutory Executive Board
3
2
1
1
Itaúbanco CD
(1)
PGBL
Itaúbanco CD
(1)
PGBL
2
Zero
1
Zero
50 years of age
Relationship
termination with
the Issuer.
50 years of
age
Relationship
termination with the
Issuer
R$ 4,636,640
R$ 183,903
R$ 2,140,985
R$ 658,678
R$ 70,562
R$ 40,000
R$ 19,060
R$ 96,000
No
No
No
No
The number of members of each body (item b) corresponds to the number of the management members who are active participants of pension
plans.
(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.
160
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
Related parties
Board of Directors
Fiscal Council
32%
8%
0%
2011
Body
Related parties
Board of Directors
Fiscal Council
43%
8%
0%
2012
Body
Related parties
Board of Directors
Fiscal Council
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.
161
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
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
b) The benefit policy
c) The characteristics of share-based payments to non-management employees, identifying:
I - Groups of beneficiaries
See Item 13.4.
II - Exercise conditions
III - Exercise prices
IV - Exercise terms
V - Number of shares committed by the plan
14.4. Describe the relations between the Issuer and unions
The Issuer does not have relations with unions.
162
ITEM 15 – CONTROLS
15,1 / 15,2 Shareholding Position:
Base date: May 2, 2014
Itaúsa - Investimentos Itaú S.A.
Nationality
CPF/CNPJ
52.117.397/0001-08
59.573.030/0001-30
34.053.942/0001-50
EO
71,275,378
265,549,570
352,863,556
%
EP
%
Total
3.029870
11.288339
15.000000
12,098
5,577,776
0
0.000322
0.148435
-
71,287,476
271,127,346
352,863,556
3.157344
4.076662
6
0.000001
300,709,889
432,012,080
4.921494
7.070419
0.582538
3.796768
1,576
0.000026
100,016,477
421,494,468
1.636895
6.898285
1,576
0.000026
Companhia ESA
Fundação Itaú Social
Fund. Petrobras Seg.Social - PETROS
Brazilian
Brazilian
Brazilian
O. E. Setubal S.A.
Brazilian
61.074.456/0001-90
6
0.000001
0
Rudric ITH S.A.
Brazilian
Brazilian
67.569.061/0001-45
066.530.838-88
182,066,062
278,822,933
7.739510
11.852581
118,643,827
153,189,147
Brazilian
407.919.708-09
1,576
0.000067
0
Ana Lúcia de Mattos Barreto Villela
Brazilian
Brazilian
014.414.218-07
066.530.828-06
78,126,400
278,822,933
3.321102
11.852581
21,890,077
142,671,535
Brazilian
316.394.318-70
1,576
0.000067
0
Bruno Rizzo Setubal
Brazilian
299.133.368-56
1,576
0.000067
0
Brazilian
350.572.098-41
1,576
0.000067
1,573
Brazilian
077.540.228-18
1,576
0.000067
0
Brazilian
311.798.878-59
1,576
0.000067
307,098
Brazilian
348.338.808-73
1,576
0.000067
0
Brazilian
Brazilian
269.253.728-92
011.785.508-18
1,576
78,090,195
0.000067
3.319563
78,833
20,516,585
Brazilian
336.694.358-08
1,576
0.000067
0
Luiza Rizzo Setubal
Maria Alice Setubal
Brazilian
Brazilian
Brazilian
323.461.948-40
230.936.378-21
570.405.408-00
1,576
1,576
48,382,614
0.000067
0.000067
2.056713
6,404
37,697
30,474,008
Brazilian
227.809.998-10
1,576
0.000067
0
Brazilian
384.422.518-80
1,576
0.000067
0
Brazilian
394.635.348-73
1,576
0.000067
0
Patricia Ribeiro do Valle Setubal
Brazilian
Brazilian
006.447.048-29
230.936.328-62
78,791,106
1,576
3.349359
0.000067
22,591,423
37,697
Paula Lucas Setubal
Brazilian
295.243.528-69
1,576
0.000067
0
Brazilian
336.694.318-10
1,576
0.000067
0
Paulo Setubal Neto
Rodrigo Ribeiro do Valle Setubal
Ações em Tesouraria
Outros
Brazilian
Brazilian
Brazilian
Brazilian
Brazilian
Brazilian
Brazilian
638.097.888-72
033.033.518-99
252.398.288-90
007.738.228-52
230.936.298-02
271.943.018-81
296.682.978-81
89,015,540
78,091,776
49,446,921
78,485,199
0
49,488,346
1,576
3.783993
3.319631
2.101956
3.336355
2.103717
0.000067
295,076,804
12.543523
20,893,185
22,510,270
29,960,308
25,391,018
37,697
30,020,480
501,705
1,320,000
3,111,039,838
2,352,423,707
100
3,757,710,279
Total
163
-
%
1.166709
4.437339
5.775054
0.000042
1,576
0.000026
3,149
0.000052
0.008172
1,576
0.000026
308,674
0.005052
0.002098
0.54986
1,576
0.000026
80,409
98,606,780
0.001316
1.613824
1,576
0.000026
7,980
39,273
78,856,622
0.000131
0.000643
1.290587
1,576
0.000026
1,576
0.000026
0.000170
0.001003
0.810973
0.601202
0.001003
-
1,576
0.000026
101,382,529
39,273
1.659252
0.000643
1,576
0.000026
0.556008
0.599042
0.797302
0.675705
0.001003
0.798904
0.013351
0.035128
82.790839
1,576
0.000026
109,908,725
100,602,046
79,407,229
103,876,217
37,697
79,508,826
503,281
1,320,000
3,406,116,642
1.798794
1.646479
1.299599
1.700064
0.000617
1.301262
0.008237
0.021603
55.745363
100
6,110,133,986
100
Companhia ESA
Nationality
CPF/CNPJ
EO
%
O. E. Setubal S.A.
Brazilian
61.074.456/0001-90
6
0.000001
Rudric ITH S.A.
Brazilian
67.569.061/0001-45
182,066,062
12.96969
Brazilian
066.530.838-88
278,822,933
20.38658
Brazilian
407.919.708-09
1,576
0.000115
Brazilian
014.414.218-07
78,126,400
5.712334
Ana Lúcia de Mattos Barreto Villela
Brazilian
066.530.828-06
278,822,933
20.38658
Brazilian
316.394.318-70
Bruno Rizzo Setubal
Brazilian
299.133.368-56
1,576
0.000115
Brazilian
350.572.098-41
1,576
0.000115
Brazilian
077.540.228-18
1,576
0.000115
Brazilian
311.798.878-59
1,576
0.000115
1,576
Total
0.000115
Brazilian
348.338.808-73
1,576
0.000115
Brazilian
269.253.728-92
1,576
0.000115
Brazilian
011.785.508-18
78,090,195
5.709687
Brazilian
336.694.358-08
1,576
0.000115
Luiza Rizzo Setubal
Brazilian
323.461.948-40
1,576
0.000115
Brazilian
230.936.378-21
1,576
0.000115
Maria Alice Setubal
Brazilian
570.405.408-00
48,382,614
3.537571
Brazilian
227.809.998-10
1,576
0.000115
Brazilian
384.422.518-80
1,576
0.000115
Brazilian
394.635.348-73
1,576
0.000115
Brazilian
006.447.048-29
78,791,106
5.760935
Patricia Ribeiro do Valle Setubal
Brazilian
230.936.328-62
1,576
0.000115
Paula Lucas Setubal
Brazilian
295.243.528-69
1,576
0.000115
Brazilian
336.694.318-10
1,576
0.000115
Paulo Setubal Neto
Brazilian
638.097.888-72
89,015,540
6.508511
Brazilian
033.033.518-99
78,091,776
5.709803
Brazilian
252.398.288-90
49,446,921
3.616901
Brazilian
007.738.228-52
78,485,199
5.738568
Brazilian
271.943.018-81
49,488,346
3.618418
Brazilian
296.682.978-81
1,576
0.000115
1,367,658,399
100
Total
164
%
6
182,066,062
278,822,933
1,576
78,126,400
278,822,933
1,576
1,576
1,576
1,576
1,576
1,576
1,576
78,090,195
1,576
1,576
1,576
48,382,614
1,576
1,576
1,576
78,791,106
1,576
1,576
1,576
89,015,540
78,091,776
49,446,921
78,485,199
49,488,346
1,576
1,367,658,399
0.000001
12.96969
20.38658
0.000115
5.712334
20.38658
0.000115
0.000115
0.000115
0.000115
0.000115
0.000115
0.000115
5.709687
0.000115
0.000115
0.000115
3.537571
0.000115
0.000115
0.000115
5.760935
0.000115
0.000115
0.000115
6.508511
5.709803
3.616901
5.738568
3.618418
0.000115
100
O. E. Setubal S.A.
Nationality
CPF/CNPJ
EO
%
Brazilian
014.414.218-07
100,000
Brazilian
011.785.508-18
100,000
Maria Alice Setubal
Brazilian
570.405.408-00
100,000
Brazilian
006.447.048-29
100,000
Paulo Setubal Neto
Brazilian
638.097.888-72
100,000
Brazilian
033.033.518-99
100,000
Brazilian
007.738.228-52
100,000
Total
Rudric ITH S.A.
Nationality
CPF/CNPJ
Maria de Lourdes Egydio Villela
Brazilian
Brazilian
007.446.978-91
252.398.288-90
Brazilian
271.943.018-81
Total
Total
14.285714
14.285714
14.285714
14.285714
14.285714
14.285714
14.285714
%
100,000
14.285714
100,000
14.285714
100,000
14.285714
100,000
14.285714
100,000
14.285714
100,000
14.285714
100,000
14.285714
100
700,000
100
700,000
%
Total
%
859,592,758
250
99.999942
0.000029
859,592,758
250
99.999942
0.000029
250
0.000029
250
0.000029
859,593,258
100
859,593,258
100
EO
15,3 In a table, please describe the distribution of capital, as determined in the last Annual Shareholders’
Meeting:
Date of the last meeting
Number of individual shareholders (units)
Number of corporate shareholders (units)
Number of institutional investors (units)
May 2, 2014
24,746
2,587
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)
Number of preferred shares (units)
Total
913,489,930
3,116,615,619
4,030,105,549
165
38,831862%
82,968366%
65,971980%
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,
166
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,
167
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,
168
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) Not Expenses of R$ 12 applicable million in 2012, R$ 13 million in 2011 and R$ 17 million in 2010, There is no remaining balance, Relationship with the Issuer Banco Itaú Unibanco S,A, ‐ Subsidiary of Itaú Unibanco Holding S,A, 0 Due date Loan or other type of debt Interest rate charged Undetermined No 0 Itaú Unibanco S,A, 04,01,1998 Subject matter of the agreement Guarantees and insurance Agreement for the Apportionment of Common Costs due to the use of the common structure Not applicable Termination or extinction By convenience of one of the parties upon a 30‐day prior notice conditions Nature and reason for the transaction Duratex S,A, 07,10,2008 1,015,812,000,00 Endorsements Not amounting to R$ 463 applicable million as at December 31, 2012, Relationship with the Issuer Duratex S,A, ‐ Subsidiary Subject matter of the agreement Guarantees and insurance 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, Endorsements and sureties Not applicable Termination or extinction The settlement of the agreements terminates the guarantees conditions Nature and reason for the transaction Not Itautec S,A, 07,18,2007 208,007,000,00 Endorsements applicable amounting to R$ 131 million as at December 31, 2012, No 0 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 Subject matter of the agreement Guarantees and insurance Endorsements and sureties Not applicable Termination or extinction conditions The settlement of the agreements terminates the guarantees 169
Nature and reason for the transaction Elekeiroz S,A, 06,12,2012 Endorsements amounting to R$ 67 million as at Decem,ber 31, 2012 Endorsements and sureties Not applicable 123,741,000,00 Relationship with the Issuer Elekeiroz S,A, ‐ Subsidiary Subject matter of the agreement Guarantees and insurance Termination or extinction The settlement of the agreements terminates the conditions guarantees Nature and reason for the transaction Not applicable There is only one agreement dated June 12, 2012, falling due on October 15, 2018, No 0 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,
170
ITEM 17 - CAPITAL
17,1, Prepare a table containing the following information on capital:
Date of authorization
or approval
Number of
common shares
(units)
Number of
preferred shares
(units)
Number of total
shares (units)
27,025,000,000.00
2,352,423,707
3,757,710,279
6,110,133,986
Type of capital
April 28, 2014
Subscribed capital
22,000,000,010,00
2,352,423,707
3,757,710,279
6,110,133,986
Type of capital
April 28, 2014
Paid-in capital
22,000,000,010,00
2,352,423,707
3,757,710,279
6,110,133,986
Type of capital
April 28, 2014
Authorized capital
0,00
2,750,000,000
5,500,000,000
8,250,000,000
Type of capital
April 28, 2014
Capital amount
(Reais)
Term for
payment
Issued Capital
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
06,30,2010
Shareholders’
Meeting
04,30,2010
R$ 266,000,000,00
Number of
Issue price
securities issued
C 10,758,861
Payment form
Criterion
Private or
public
subscription
% in relation to
last capital
9,50000
In Cash
Adjusted weighted
average price of preferred
shares at BM&FBovespa
from 11,30,2009 to
03,29,2010
Private
2,05000000
10,00000
In Cash
Adjusted weighted
from 12,08,2010 to
04,06,2011
Private
3,11000000
In cash or by
Adjusted weighted
offsetting credits average price of preferred
originating from
JCP “interest on
from 01,02,2013 to
capital" declared
04,30,2013
by the Company
on 12,17,2012 and
03,04,2013,
Private
4,26540289
Private
1,53546169
P 17,241,139
06,30,2011
Shareholders’
Meeting
04,29,2011
R$ 412,000,000,00
C 15,830,895
P 25,369,105
07,12,2013
04,25,2014
Meeting of the
Board of
Directors
05,06,2013
Meeting of the
Board of
Directors
02,18,2014
R$ 900,000,010,00
C 53,308,194
6,500000
P 85,153,346
R$ 525,000,010,00
C 32,340,304
6,250000
P 51,659,696
171
In cash or by
offsetting credits
originating from
JCP “interest on
capital" declared
by the Company
on 02,18,2014
Adjusted weighted
from 10,15,2013 to
02,10,2014
17,3, With respect to splits, reverse splits and bonuses, please describe in a table format:
Number of shares before the approval
Splits:
Number of shares after the approval
Date of resolution
C
P
C
P
-
-
-
-
-
Reverse splits:
Date of resolution
C
P
C
P
-
-
-
-
-
Bonuses:
Date of resolution
C
P
C
P
04,26,12
04,30,13
04,28,14
1,696,626,868
1,866,289,554
2,138,567,007
2,710,154,721
2,981,170,193
3,416,100,254
1,866,289,554
2,052,918,509
2,352,423,707
2,981,170,193
3,279,287,212
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
Body that
resolution resolved on
the increase
Date of
issue
04,30,2010 Shareholders 04,30,2010
’ Meeting
Total amount of
increase
R$ 405,254,19
Number of
securities
issued
issue
price
Payment form
Criterion
Private or
public
subscriptio
n
% in relation
to last capital
C NA
0,90267
Merger of
companies
(*)
NA
0,003
P 448,949
(*) 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,
172
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,
173
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,
174
18,4- Trading volume, as well as the highest and lowest prices of securities traded
Fiscal Year
December
31, 2012
Quarter
Security
Type
03,12,31
Shares
Preferred
06,30,12
Shares
Preferred
09,30,12
Shares
Preferred
12,31,12
Shares
Preferred
03,12,31
Shares
Common
06,30,12
Shares
Common
09,30,12
Shares
Common
12,31,12
Shares
Common
Fiscal Year
December
31, 2011
Quarter
Security
Type
03,31,11
Shares
Preferred
06,30,11
Shares
Preferred
09,30,11
Shares
Preferred
12,31,11
Shares
Preferred
03,31,11
Shares
Common
06,30,11
Shares
Common
09,30,11
Shares
Common
12,31,11
Shares
Common
Fiscal Year
December
31, 2010
Quarter
Security
Type
03,31,10
Shares
Preferred
06,30,10
Shares
Preferred
09,30,10
Shares
Preferred
12,31,10
Shares
Preferred
03,31,10
Shares
Common
06,30,10
Shares
Common
09,30,10
Shares
Common
12,31,10
Shares
Common
Class
Market
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Class
Market
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Class
Market
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Managing entity
Financial volume
traded (reais)
Highest price
(reais)
Lowest price
(reais)
Price factor
BM&F BOVESPA S,A,
R$ 6,236,963,195
R$ 11,49
R$ 10,04 R$ per unit
BM&F BOVESPA S,A,
R$ 6,696,053,674
R$ 10,41
R$ 7,99 R$ per unit
BM&F BOVESPA S,A,
R$ 6,766,440,228
R$ 10,44
R$ 8,22 R$ per unit
BM&F BOVESPA S,A,
R$ 6,666,122,846
R$ 10,09
R$ 8,41 R$ per unit
BM&F BOVESPA S,A,
R$ 17,663,175
R$ 13,59
BM&F BOVESPA S,A,
R$ 14,293,888
R$ 12,95
BM&F BOVESPA S,A,
R$ 9,367,194
R$ 13,85
BM&F BOVESPA S,A,
R$ 68,023,432
R$ 14,89
Managing entity
Financial volume
traded (reais)
Highest price
(reais)
R$ 12,00
Lowest price
(reais)
R$ per unit
Price factor
BM&F BOVESPA S,A,
R$ 5,445,190,683
R$ 12,29
BM&F BOVESPA S,A,
R$ 4,626,048,312
R$ 11,81
BM&F BOVESPA S,A,
R$ 7,066,511,517
R$ 11,02
R$ 7,37 R$ per unit
BM&F BOVESPA S,A,
R$ 6,174,702,463
R$ 10,46
R$ 8,13 R$ per unit
BM&F BOVESPA S,A,
R$ 9,862,552
R$ 13,11
R$ 9,86 R$ per unit
BM&F BOVESPA S,A,
R$ 16,569,955
R$ 11,57
BM&F BOVESPA S,A,
R$ 216,216,716
R$ 13,05
R$ 9,29 R$ per unit
BM&F BOVESPA S,A,
R$ 10,625,107
R$ 13,05
Managing entity
Financial volume
traded (reais)
Highest price
(reais)
Lowest price
(reais)
Price factor
BM&F BOVESPA S,A,
R$ 4,428,777,195
R$ 11,29
R$ 9,56 R$ per unit
BM&F BOVESPA S,A,
R$ 4,951,977,456
R$ 11,52
R$ 9,27 R$ per unit
BM&F BOVESPA S,A,
R$ 4,332,711,359
R$ 11,96
R$ 9,75 R$ per unit
BM&F BOVESPA S,A,
R$ 4,531,150,361
R$ 12,76
BM&F BOVESPA S,A,
R$ 13,168,736
R$ 12,42
BM&F BOVESPA S,A,
R$ 11,002,183
R$ 11,46
R$ 9,22 R$ per unit
BM&F BOVESPA S,A,
R$ 37,233,474
R$ 11,97
R$ 9,97 R$ per unit
BM&F BOVESPA S,A,
R$ 3,257,068,883
R$ 13,10
Note: The amounts informed include adjustments from proceeds, except dividends,
175
18,5, Describe securities issued other than shares, indicating:
a) Identification of the security

Unsecured and non-convertible debentures,

Promissory Notes,

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,

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,
b) Number
c) Amount
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,
176

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 (%)
30%
1st amortization
06/01/2011
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
177
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,
178
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,
179
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)
Weigh
ted
averag
e 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
180
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
Total amount (R$
Reais)
Number (units)
Weighted average price (R$ Reais)
Opening balance
-
-
Purchases
-
-
-
Disposals
-
-
-
Cancellations
-
-
-
Closing balance
-
-
-
Type of share
Preferred shares
-
Preferred
Changes
Opening balance
Total amount (R$
Reais)
Number (units)
8,700,000
80,309,642,38
9,23
Purchases
-
-
-
Disposals
-
-
-
Cancellations
(8,700,000)
Closing balance
Fiscal Year
(80,309,642,38)
-
9,23
-
-
December 31, 2011
SHARES
Type of share
Preferred shares
Common shares
Changes
Total amount (R$
Reais)
Number (units)
Opening balance
-
-
-
Purchases
-
-
-
Disposals
-
-
-
Cancellations
-
-
-
Closing balance
-
-
-
Type of share
Preferred shares
Preferred
Changes
Opening balance
Purchases
Total amount (R$
Reais)
Number (units)
8,700,000
-
80,309,642,38
9,23
Disposals
-
-
-
Cancellations
-
-
-
Closing balance
8,700,000
80,309,642,38
181
9,23
Fiscal Year
December 31, 2010
SHARES
Type of share
Preferred shares
Common shares
Changes
Total amount (R$
Reais)
Number (units)
Opening balance
-
-
-
Purchases
-
-
-
Disposals
-
-
-
Cancellations
-
-
-
Closing balance
-
-
-
Type of share
Preferred shares
Preferred
Changes
Opening balance
Total amount (R$
Reais)
Number (units)
1,382,038
15,243,879,14
11,03
Purchases
-
-
-
Disposals
-
-
-
Cancellations
1,382,038
Closing balance
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
Opening balance:
December 31,02014
Purchases
Bonus
Number (units)
Total amount (R$ Reais)
-
-
-
1,200,000
10,884,470.78
9.06
8,10
120,000
972,155.44
Disposals
-
-
-
Cancellations
-
-
-
1,320,000
11,856,626.22
8,98
Closing balance
182
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),
183
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,
184
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,
185
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,
186
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,
187
(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
188
(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
Auditores Independentes
CRC 2SP000160/O-5
Maria José De Mula Cury
Contadora CRC 1SP192785/O-4
189

Reference Form 2013

Transcription

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