Corporate Policy on Disclosure of Material Information Itaú Unibanco Holding Financeira S.A.

1. GENERAL PRINCIPLES

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

1.2.   The Disclosure Committee is hereby created and has the following purposes, in connection with the POLICY:

a) to assist the Investor Relations Officer;
b) to permanently evaluate the applicability of the POLICY and to suggest any pertinent amendments thereto;
c) to decide on any questions regarding the interpretation thereof;
d) to order all actions necessary for the disclosure and dissemination thereof, including among the employees of the company;
e) to previously evaluate the content of any announcements to the press (press releases), meetings with investors and analysts (road shows), teleconferences and public presentations containing material information on the company;
f) to regulate the compliances;
g) to evaluate and decide on violation cases;
h) to analyze official queries posed by regulatory and self-regulated bodies, and to prepare the respective answers;
i) to propose solutions for unforeseen and exceptional cases.

1.2.1.   In addition to the Investor Relations Officer, the Disclosure Committee shall be comprised by at least two members of the Board of Directors to be appointed by the Board itself and by the officers responsible for the Areas of Economic Control, Marketing and Development Support and Legal Consulting (Diretoria Jurídica Contratual, Societária e de Negócios) of Banco Itaú S.A., and the Committee shall have meetings whenever summoned by the Investor Relations Officer.

2. DEFINITION OF MATERIAL ACT OR FACT

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

2.1.1. the price of securities issued by the company or related thereto;
2.1.2. the decision of investors to buy, sell or maintain such securities;
2.1.3. the decision of investors to exercise any shareholders’ rights issued by the company or related thereto;

shall be deemed relevant.

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

2.2.1. the signature of an agreement or contract providing for the transfer of the shareholding control of the company, even if the efficacy of such instrument is conditional;
2.2.2. the change in control of the company, including through the execution of, amendment to, or termination of, a shareholders’ agreement;
2.2.3. the execution of, amendment to, or termination of, a shareholders’ agreement to which the company is a party or intervenes, or which has been registered in the appropriate company’s book;
2.2.4. the entry or withdrawal of a shareholder who has entered into an operational, financial, technological or administrative agreement or arrangement with the company;
2.2.5. the authorization for trading in securities issued by the company in any market, national or foreign;
2.2.6. the decision to cancel the registration of the company;
2.2.7. a merger or split-off involving the company or affiliated companies;
2.2.8. a change in the company’s net worth composition;
2.2.9. the purchase or sale of a relevant investment;
2.2.10. the transformation or winding-up of the company;
2.2.11. the change of the accounting principles adopted by the company;
2.2.12. debt renegotiation;
2.2.13. the approval of a stock option plan;
2.2.14. a change in the rights and advantages of securities issued by the company;
2.2.15. the split-up or consolidation of shares or the concession of share bonuses;
2.2.16. the acquisition of shares of the company for maintenance in treasury or cancellation, and the sale of shares then acquired;
2.2.17. profits or losses of the company and the attribution of earnings, in cash;
2.2.18. the execution or termination of a contract, or the failure to execute it, when the expectation of execution thereof is of public knowledge;
2.2.19. the approval of, change in, or cancellation of, a project, or the delay in implementing it;
2.2.20. the initiation, re-initiation or suspension of the manufacture or commercialization of a product or service;
2.2.21. the discovery, change or development of technology or resources owned by the company;
2.2.22. changes in the forecasts previously disclosed by the company;
2.2.23. a request of composition with creditors (concordata), a bankruptcy request or confession or the filing of an action which may affect the economical-financial situation of the company.

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

3.1.   The Investor Relations Officer has the following duties:

3.1.1. to disclose and communicate to the market and competent authorities (sub-item 4.3., “a”) any material act or fact taking place or related to the company’s business;
3.1.2. to ensure the broad and immediate dissemination of the material act or fact;
3.1.3. to disclose a material act or fact simultaneously in all markets where the securities issued by the company are traded;
3.1.4. to provide to the competent authorities, whenever requested by them, any additional explanation in connection with the material act or fact;
3.1.5. to interview persons having access to material acts or facts, in the event described in the preceding sub-item or if there is any atypical fluctuation in the price or quantity of shares traded issued by the company or related thereto, with the purpose of ascertaining whether such persons have knowledge of any information that must be disclosed in the market.

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

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

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

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

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

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

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

3.4   The related persons shall keep confidential any information relating to a material act or fact, until its disclosure in the market, in accordance with sub-item 5.2.

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

3.5.   The company shall not disclose performance forecasts.

3.5.1. The company may disclose, on the website http://www.Itaúir.com.br, market expectations for its results.

3.5.2. The Area of Economic Control may previously verify the content of analysts’ reports, so as to avoid the disclosure of data or information already under public domain or of incorrect or imprecise data.

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

A) Preparation proceeding

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

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

B) Disclosure proceeding

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

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

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

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

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

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

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

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

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

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

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

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

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

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

a) the worldwide web (Internet), on the website http://www.Itaúir.com.br;
b) e-mail;
c) teleconference;
d) public meeting with class entities, investors, analysts, or with the interested public, in Brazil or abroad;
e) announcements to the press (press releases);
f) radio-diffusion media utilized by the market.

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

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

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

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

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

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

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

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

5.3.1.   The Disclosure Committee shall indicate, for each Office of the company, the positions subject to the compliance.

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

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

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

5.3.5.   Compliances effected in accordance with sub-item 5.3.4.1. shall be immediately informed to the department in charge of corporate matters, which shall keep a central and updated list of all persons who have complied with the POLICY, and which shall be responsible for making this list available to the competent authorities, whenever requested by the latter.

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

6. VIOLATION OF THE POLICY

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

6.1.1.   The Disclosure Committee shall, with the assistance of the Office of Auditing and Internal Controls, ascertain any violations of the POLICY, it being provided that:

a) the related persons referred to in letter “a” of sub-item 3.2. shall be subject to the sanctions approved by the board of directors, upon investigation and diligence by the Disclosure Committee;

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

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

6.1.2.   The Disclosure Committee shall inform any violations to the board of directors.

6.1.3.   When the violation is deemed serious, the Disclosure Committee, without prejudice of its prerogatives, shall address the case to the Ethics Committee.

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

CONTROLLING SHAREHOLDER AND MANAGEMENTCOMPLIANCE DECLARATION

..............................[name, nationality, marital status, profession, no. of enrollment with tax authority, ID, business address and telephone].............................., below signed, in his/her quality of .............................. of Itaú Unibanco Holding Financeira S.A., hereby complies with the CORPORATE POLICY ON DISCLOSURE OF MATERIAL INFORMATION – Itaú Unibanco HOLDING FINANCEIRA S.A., of which he/she is receiving a copy concomitantly with the signature hereof; states that he/she knows the terms thereof and undertakes to fully comply therewith. He/she also states that he/she is aware that the Board of Directors of the Company shall decide upon potential sanctions arising out of violation of such Policy on Disclosure.

São Paulo, ..........................., 200.....

_______________________

EMPLOYEE COMPLIANCE DECLARATION

..............................[name, nationality, marital status, profession, no. of enrollment with tax authority, ID, business address and telephone].............................., below signed, in his/her quality of .............................. of Itaú Unibanco Holding Financeira S.A., hereby complies with the CORPORATE POLICY ON DISCLOSURE OF MATERIAL INFORMATION – Itaú Unibanco HOLDING FINANCEIRA S.A., of which he/she is receiving a copy concomitantly with the signature hereof; states that he/she knows the terms thereof and undertakes to fully comply therewith.

São Paulo, ..........................., 200.....

_______________________

THIRD PARTY COMPLIANCE DECLARATION

..............................[name, nationality, marital status, profession, no. of enrollment with tax authority, ID, business address and telephone].............................., below signed, in his/her quality of .............................. of Itaú Unibanco Holding Financeira S.A., hereby complies with the CORPORATE POLICY ON DISCLOSURE OF MATERIAL INFORMATION – Itaú Unibanco HOLDING FINANCEIRA S.A., of which he/she is receiving a copy concomitantly with the signature hereof; states hat he/she knows the terms thereof and undertakes to fully comply therewith. He/she also states that he/she is aware that any violation of such Policy on Disclosure shall be deemed a contractual default, and that the company shall be accordingly entitled, without any burden, to terminate the agreement that has caused this compliance and demand the payment of the penalty set forth therein, notwithstanding any losses and damages.

São Paulo, ..........................., 200.....

_______________________


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