-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, POn8OY8VxaSlJmH93ZVyPvU7Ld/DawvWDo+n8dVCcEswYT3ACytSMXwCDmijt4Lz h+yNRXBZ33/Ca8GiInzYjQ== 0000947871-02-001531.txt : 20020801 0000947871-02-001531.hdr.sgml : 20020801 20020801161429 ACCESSION NUMBER: 0000947871-02-001531 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020801 FILED AS OF DATE: 20020801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCO ITAU SA CENTRAL INDEX KEY: 0001132597 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15276 FILM NUMBER: 02717426 BUSINESS ADDRESS: STREET 1: RUA BOA VISTA 176 STREET 2: 01014-919 CITY: SAO PAULO STATE: D5 ZIP: 00000 BUSINESS PHONE: 55-11-5019-1723 6-K 1 f6k_080102.txt REPORT OF FOREIGN PRIVATE ISSUER FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of August 2002 BANCO ITAU S.A. (Itau Bank S.A.) (Translation of Registrant's Name Into English) Rua Boa Vista, 176 01014-919 Sao Paulo, SP, Brazil (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F X Form 40-F --- Indicate by check mark whether the registrant by furnishing information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________________. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BANCO ITAU S.A. (Registrant) Date: August 1, 2002 By: /s/ Alfredo Egydio Setubal ------------------------------------ Name: Alfredo Egydio Setubal Title: Investor Relations Officer By: /s/ Silvio Aparecido de Carvalho ------------------------------------ Name: Silvio Aparecido de Carvalho Title: Chief Accounting Officer EXHIBIT INDEX ------------- 1. Announcement to the Market i. Annex 1 ii. Annex 2 BANCO ITAU S.A. CNPJ. 60.701.190/0001-04 NIRE. 35300023978 A Publicly Listed Company Authorized Capital: 200,000,000,000 shares Subscribed and Paid-in Capital: R$ 4,260,500,000.00 - 113,451,148,264 shares MEETING OF THE ADMINISTRATIVE COUNCIL OF JULY 31 2002 --------------- On July 31, 2002, with the legal quorum present, the Administrative Council of BANCO ITAU S.A. met at its principal place of business under the presidency of Dr. Olavo Egydio Setubal for the purpose of approving the Policies for Disclosing of Acts or Events of Market Relevance and the Negotiation of Securities Issued by Banco Itau S.A. pursuant to CVM Instructions 358 and 369 of the Brazilian Securities and Exchange Commission (Comissao de Valores Mobiliarios - CVM). After careful examination, the members present unanimously decided to approve the policies for CORPORATE POLICY ON DISCLOSURE OF MATERIAL INFORMATION and the CORPORATE POLICY AND PROCEDURE ON INSIDER TRADING OF BANCO ITAU S.A.. in accordance with attachments "I" and "II", respectively, which will become an integral part of these minutes. In accordance with the sequence of the agenda, the meeting decided to appoint Dr. Alfredo Egydio Setubal, Executive Vice-President as responsible for the execution and monitoring of the aforementioned policies as well as to indicate the Councilors, Dr. Alfredo Egydio Arruda Villela Filho and Dr. Roberto Teixeira da Costa as members of the Disclosure of Acts or Events of Market Relevance Committee and the Negotiation of Securities Issued by Banco Itau S.A. Committee, established as a result of the said policies herewith approved. MEETING OF THE ADMINISTRATIVE COUNCIL OF JULY 31, 2002 OF BANCO ITAU S.A. Page 2 In conclusion, the meeting authorized all the pertinent and necessary measures to be taken for the full and exact compliance with the policies herein approved. Having concluded all items on the agenda, the meeting was declared closed, accordingly transcribing these minutes, which having been read and approved, were signed by all present. Sao Paulo-SP, July 31 2002. (signed) Olavo Egydio Setubal - President; Jose Carlos Moraes Abreu, Alfredo Egydio Arruda Villela Filho and Roberto Egydio Setubal - Vice-Presidents; Henri Penchas, Luiz Assumpcao Queiroz Guimaraes, Luiz de Moraes Barros, Maria de Lourdes Egydio Villela, Persio Arida, Roberto Teixeira da Costa and Sergio Silva de Freitas - Councilors. I CERTIFY THAT THE PRESENT IS AN EXACT COPY OF THE ORIGINAL TRANSCRIBED TO THE MINUTES REGISTER. Sao Paulo-SP, July 31, 2002. ALFREDO EGYDIO SETUBAL Investor Relations Director ANNEX I Corporate Policy on Disclosure of Material Information Banco Itau S.A. TABLE OF CONTENTS 1. GENERAL PRINCIPLES 1.1. Scope 3 1.2. Disclosure Committee 3 2. DEFINITION OF MATERIAL ACT OR FACT 2.1. Material act or fact 4 2.2. Examples of material acts or facts 4 3. DUTIES AND RESPONSIBILITIES IN THE DISCLOSURE OF A MATERIAL ACT OR FACT 3.1. Duties and responsibilities of the Investor Relations Officer 6 3.2. Related persons 7 3.3. Duties and responsibilities of related persons 7 3.4. Duty of confidentiality (sub-item 5.2) 7 3.5. Performance forecasts 8 3.5.1. Market expectations 8 4. PROCEEDING FOR PREPARATION AND DISCLOSURE OF A MATERIAL ACT OR FACT A) Preparation proceeding 4.1. Participating bodies 8 4.2. Standard for disclosure document 8 B) Disclosure proceeding 4.3. Addressees of disclosure and responsible bodies 8 4.4. Simultaneous disclosure 9 4.5. Moment of disclosure 9 4.6. Suspension of trading 9 4.7. Case for non-disclosure of a material act or fact 9 4.7.1. Immediate disclosure 10 4.8. Rumors 10 4.9. Media and form of disclosure 10 4.10. Person authorized to comment on the content of a material act or fact 11 5. MECHANISMS FOR CONTROLLING THE CONFIDENTIALITY OF INFORMATION ON A MATERIAL ACT OR FACT 5.1. Purpose 11 5.2. Duty of confidentiality 11 5.3. Subjective controlling mechanisms 11 5.4. Objective controlling mechanisms 12 6. VIOLATION OF THE POLICY 6.1. Sanctions 12 6.2. Reporting the violation 13 2 1. GENERAL PRINCIPLES Scope 1.1. The POLICY provides for the guidelines and principles to be complied with in the disclosure of material acts or facts and in the maintenance of confidentiality of such non-disclosed information, in accordance with CVM Instruction no. 358, dated January 3, 2002, with the scope of disclosing to the competent bodies and the market complete and timely information on the material acts and facts relating to the company, as defined in sub-item 2.1, thus reinforcing the equity and transparency of such disclosure to all interested parties, without privileging some to the detriment of others. Disclosure Committee 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. 3 1.2.1. In addition to the Investor Relations Officer, the Disclosure Committee shall be comprised of the officers responsible for the Areas of Economic Control, Marketing and Development Support and Legal Consulting (Diretoria Juridica Contratual, Societaria e de Negocios), and two members of the Board of Directors, to be appointed by the Board itself, and the Committee shall have meetings whenever summoned by the Investor Relations Officer. 2. DEFINITION OF MATERIAL ACT OR FACT Material act or fact 2.1. Any decision of a controlling shareholder, or resolution of a general shareholders' meeting or of any management bodies of the company, or any other act or fact of a political-administrative, technical, negotiating or economical-financial nature, taking place or relating to the company's business, which may reasonably interfere with: 2.1.1. the price of securities issued by the company or related thereto; 2.1.2. the decision of investors to buy, sell or maintain such securities; 2.1.3. the decision of investors to exercise any shareholders' rights issued by the company or related thereto; shall be deemed relevant. Examples of material acts or facts 2.2. The following are examples of material acts or facts, to the extent that they can result in any of the effects above, among others: 2.2.1. the signature of an agreement or contract providing for the transfer of the shareholding control of the company, even if the efficacy of such instrument is conditional; 2.2.2. the change in control of the company, including through the execution of, amendment to, or termination of, a shareholders' agreement; 4 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; 5 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 Duties and responsibilities of the Investor Relations Officer 3.1. The Investor Relations Officer has the following duties: 3.1.1. to disclose and communicate to the market and competent authorities (sub-item 4.3., "a") any material act or fact taking place or related to the company's business; 3.1.2. to ensure the broad and immediate dissemination of the material act or fact; 3.1.3. to disclose a material act or fact simultaneously in all markets where the securities issued by the company are traded; 3.1.4. to provide to the competent authorities, whenever requested by them, any additional explanation in connection with the material act or fact; 3.1.5. to interview persons having access to material acts or facts, in the event described in the preceding sub-item or if there is any atypical fluctuation in the price or quantity of shares traded issued by the company or related thereto, with the purpose of ascertaining whether such persons have knowledge of any information that must be disclosed in the market. 6 Related persons 3.2. The following persons shall be deemed related to the company: a) (i) their direct or indirect controlling shareholders, officers, members of the board of directors, fiscal council and any bodies with technical or consulting duties created under its by-laws; (ii) the same persons in a controlling, controlled or affiliated company; b) the employees of the company, or of its controlling, controlled 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. Duties and responsibilities of related persons 3.3. The persons referred to in letter "a)(i)" in sub-item 3.2., and only them, shall: 3.3.1. communicate to the Investor Relations Officer, or, in his or her absence, to the CEO of the Company, any material act or fact which may come to their knowledge; 3.3.2. communicate to the CVM, once having heard the 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. Duty of confidentiality (sub-item 5.2.) 3.4. The related persons shall keep confidential any information relating to a material act or fact, until its disclosure in the market, in accordance with sub-item 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. 7 Performance forecasts 3.5. The company shall not disclose performance forecasts. Market expectations 3.5.1. The company may disclose, on the website http://www.itauir.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 - ------------------------------- Participating bodies 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 disclosure document 4.2. The document for disclosure of a material act or fact shall be clear and precise and utilize a language accessible to the investor public. B) Disclosure proceeding - ------------------------------ Addressees of disclosure and responsible bodies 4.3. The Superintendency of Corporate Matters (SUAC) 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. 8 4.3.1. Subsequently to such disclosure, the Superintendency of InvestorRelations 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. Simultaneous disclosure 4.4. The material act or fact disclosed by any communication media or in meetings with class entities, investors, analysts or with any selected audience, in Brazil or abroad, shall be simultaneously disclosed to the market(s) in which the securities issued by the company are admitted for trade (sub-item 3.1.3.). Moment of disclosure 4.5. The disclosure of a material act or fact shall take place, whenever possible, after the closing of trading or before the opening of the next trading day, in the stock exchanges or over-the-counter market entities where the securities issued by the company are admitted for trade. 4.5.1. If the securities issued by the company are simultaneously admitted for trade in the markets of different countries, where the trade opening and closing hours are not compatible, the trading hours of the Brazilian market shall prevail for purposes of sub-item 4.5. Suspension of trading 4.6. In case it is imperative that the disclosure of a material act or fact takes place in trading hours, the Investor Relations Officer may simultaneously request from the national and foreign stock exchanges and over-the-counter market entities the suspension of trade of securities issued by the company, or related thereto, for as long as it takes to properly disclose the material information. Case for non-disclosure of a material act or fact 4.7. The material acts or facts may exceptionally not be disclosed if the controlling shareholders or the directors conclude that the disclosure thereof shall put in risk a legitimate interest of the company. 9 Immediate disclosure 4.7.1. The Investor Relations Officer shall immediately disclose the material act or fact referred to in sub-item 4.7. if the material information escapes from control, if there is an atypical fluctuation in the price or quantity of traded securities issued by the company or related thereto, or if the CVM, or the SEC order the disclosure. 4.7.1.1. When applicable, the Investor Relations Officer shall provide any necessary explanations to the stock exchanges. Rumors 4.8. The company shall not comment on any existing rumors in the market about the company, except if they materially influence the prices of its securities. Media and form of disclosure 4.9. The legally required disclosure to the market shall be effected through publication in newspapers of widespread circulation, regularly utilized by the company, and in the State Official Gazette. 4.9.1. Additionally, the company may disclose the material act or fact through the following media: a) the worldwide web (Internet), on the website http://www.itauir.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. 10 Person authorized to comment on the content of a material act or fact 4.10. Only the Investor Relations Officer, or the persons appointed thereby, or, in the absence of the latter, the persons appointed by the company's CEO, is authorized to comment, explain or provide more detail on, the content of a material act or fact. 5. MECHANISMS FOR CONTROLLING THE CONFIDENTIALITY OF INFORMATION RELATING TO A MATERIAL ACT OR FACT Purpose 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. Duty of confidentiality 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. Subjective controlling mechanisms 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, on 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. 11 5.3.3. The compliances must take place after the internal disclosure of this POLICY. 5.3.4. The SUAC 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 SUAC, 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. Objective controlling mechanisms 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. 5.4.1. When complying with the POLICY, the person referred to in 3.2.b shall declare his or her knowledge of the contents of the regulations enacted by the company. 6. VIOLATION OF THE POLICY Sanctions 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; 12 b) the related persons referred to in letter "b" of sub-item 3.2. shall be subject to sanctions provided for in the company's internal rules; 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. Reporting the violation 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. 13 CORPORATE POLICY ON DISCLOSURE ANNEX 1 OF MATERIAL INFORMATION - BANCO ITAU S.A. ------- CONTROLLING SHAREHOLDER AND MANAGEMENT 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 Banco Itau S.A., hereby complies with the CORPORATE POLICY ON DISCLOSURE OF MATERIAL INFORMATION - BANCO ITAU 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. Sao Paulo, ..........................., 200.... ----------------------------------------------- 14 CORPORATE POLICY ON DISCLOSURE ANNEX 1 OF MATERIAL INFORMATION - BANCO ITAU S.A. ------- 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 Banco Itau S.A., hereby complies with the CORPORATE POLICY ON DISCLOSURE OF MATERIAL INFORMATION - BANCO ITAU 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 knows the internal rules of Banco Itau S.A., which are available on the internet (hhtps://intranet.itau/). ----------------------- Sao Paulo, ..........................., 200.... ----------------------------------------------- 15 CORPORATE POLICY ON DISCLOSURE ANNEX 1 OF MATERIAL INFORMATION - BANCO ITAU S.A. ------- 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 Banco Itau S.A., hereby complies with the CORPORATE POLICY ON DISCLOSURE OF MATERIAL INFORMATION - BANCO ITAU 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. Sao Paulo, ..........................., 200.... ----------------------------------------------- 16 ANNEX II Corporate Policy and Procedure on Insider Trading Banco Itau S.A. TABLE OF CONTENTS 1. GENERAL PRINCIPLES 1.1 Scope 3 1.2 Management of the policy 3 1.3 Compliance Committee 3 1.4 Approval or change of the policy 3 2. PERSONS RESTRICTED FROM TRADING 2.1 Index of persons restricted from trading 4 3. RESTRICTIONS ON TRADING 3.1 Restrictions on trading before and after the disclosure of material non-public information 5 3.2 Blackout periods 5 3.3 Other restricted periods 5 3.4 Restrictions on trading before and after the disclosure of financial statements 6 3.5 Restrictions on the acquisition of securities for treasury 6 3.6 Authorized trading 6 4. RIGHTS AND DUTIES OF PERSONS RESTRICTED FROM TRADING 4.1 Pre-approved trading plans 7 4.2 Duties of persons restricted from trading 7 5. DISCLOSURE OF INFORMATION RELATING TO THE TRADING ACTIVITIES FROM MEMBERS OF THE BOARD OF DIRECTORS 5.1 Purpose 8 6. DISCLOSURE OF INFORMATION RELATING TO THE ACQUISITION AND DIVESTITURE OF INTERESTS AND TRADING ACTIVITIES FROM CONTROLLING ENTITIES AND SHAREHOLDERS 6.1 Purpose 8 7. COMPLIANCE WITH THE POLICY 7.1 Form of compliance and designated compliance department 9 8. VIOLATION OF THE POLICY 8.1 Sanctions 10 8.2 Reporting the violation 11 2 1. General Principles Scope 1.1. The Policy establishes the regulations and procedures to be acknowledged by Banco Itau S.A. (the "Company") and persons related to the Company, in order to enable them to trade securities issued by the Company and to disclose the information under sections 5 and 6 below, in accordance with CVM's Instruction no. 358 from January 3, 2002, in order to conduct trading activities in a transparent way, without giving any privileges to certain persons to the detriment of others. Management 1.2. The Investor Relations Officer performs the of the policy management of the POLICY. Compliance 1.3. The Compliance Committee (the "Committee") Committee duties consist of: a) advising the Investor Relations Officer; b) updating the POLICY's frequently and propose useful changes; c) deliberating about any unclear interpretation of the POLICY; d) determining the necessary steps for the disclosure and dissemination of the POLICY; e) controlling the means of compliance with the POLICY; f) inquiring and determining violations to the POLICY; g) analyzing questions from public authorities and preparing responses; h) proposing the solution to any omissions or exceptions to the POLICY. 1.3.1 In addition to the Investor Relations Officer, the Committee shall be comprised by the officers responsible for the Areas of Economic Control and Legal Consulting (Diretoria Juridica Contratual, Societaria e de Negocios), and by two members of the Board of Directors, to be nominated by the Board itself, and the Committee shall meet upon the call of the Investor Relations Officer. Approval or change 1.4. The POLICY may not be approved or changed of the policy during periods where there is material non-public information available. 3 2. Persons Restricted from Trading Index of persons 2.1. The persons listed below are from the moment restricted from trading they restricted from trading acknowledge possession of material non-public information: a) direct or indirect controlling shareholders, Executive Officers, members of the Board of Directors, members of the audit committee or any other committee or department having consulting or technical functions, created by law or any person that because of the job, function or position occupied has access to the material information; b) executive officers or members of the Board of Directors that leave the Company before the disclosure of material non-public information that occurred during the term of their office, for a six-month period from the time they leave or until the disclosure of the information, whatever occurs first; c) any person or entity that maintains a commercial, professional or a fiduciary duty relationship with the Company, such as independent accountants, securities analysts, consultants and entities that take part in the dissemination of information; and d) spouses or domestic partners, descendents or any other dependent included in the tax return of any person named in item "a" and "b" of this section. 2.1.1. Persons restricted from trading also include: a) fund managers and investment funds, partnerships or other types of institution, where the persons restricted from trading are the only "quota-holder" or shareholder or they are capable of influencing the negotiations; b) any corporation or legal entity that is directly or indirectly controlled by the persons restricted from trading; c) any persons that had access or that obtained material non-public information from any of the persons restricted from trading. 2.1.1.1. The individuals that are considered persons restricted from trading under item 2.1.1 "a" and "b" should inform the Superintendency of Corporate Matters (SUAC) of their interests in such entities. 4 3. Restrictions on Trading Restrictions on trading 3.1. The Company and the persons restricted from before and after the trading (section 2.1) may not trade in the disclosure of material Company's securities, or any other financial non-public information instrument linked to the Company's securities, from the date of they acknowledge possession of material non-public information until the first day after the disclosure of material information to the public. 3.1.1. The Investor Relations Officer may extend the one-day period mentioned in section 3.1., when trading may damage the Company or the Company's shareholders. Blackout periods 3.2. The Investor Relations Officer may, independently from the existence of material non-public information, set blackout periods where persons restricted from trading may not trade on the securities of the Company or any other financial instrument linked to the Company's securities. The persons restricted from trading must maintain confidentiality relating to the disclosure of such periods. 3.2.1. The Investor Relations Officer may include in the blackout period, any trading relating to pre-approved trading plans. Other restricted periods 3.3. The following actions are also restricted: 3.3.1. direct or indirect controlling shareholders, Executive Officers, members of the Board of Directors, members of any committee created by law shall not: a) buy the Company's securities or any other financial instrument linked to the Company's securities, on the same day that the Company, its controlled companies or companies part of the same group sell securities in treasury or there has been the issuance of a stock option plan or there has been an order to execute such transaction; b) sell the same securities during the day the Company, its controlled companies or companies part of the same group buy securities for treasury or there has been an order to execute such transaction; c) trade, before the expiration of 180 (one hundred and eighty) days from the purchase or sale of the security in the stock market or the over-the-counter market; 5 c.1) upon the request of an interested person, and after the opinion of the Committee, the Investor Relations Officer may reduce the term in item "c" above, notwithstanding the provisions of sections 3.4.1. and 3.4.2. 3.3.2. to the persons restricted from trading, whenever there is the intention to incorporate, totally or partially divest, merge, transform or reorganize the Company. Restrictions on trading before and after the disclosure of financial statements 3.4. The restrictions from trading also apply: 3.4.1. for a period of 15 (fifteen) days before disclosure of the Company's quarterly results under the Brazilian corporate law method (ITR) and annual results under the Brazilian corporate law method (DFP and IAN) until the day following the disclosure, or the day following the announcement to the shareholders as set forth in Annex A; 3.4.2. during the period between the time that a decision is taken by the administration of the Company to increase the capital, distribute dividends, bonus in shares or its derivatives or approve a split-up and the release of the announcement to the public. Restrictions on the 3.5. The Company may not acquire securities for acquisitions of treasury during the periods set forth in securities for treasury section 3.1. and 3.4. 3.5.1. The Board of Directors may not deliberate on the purchase or sale of the Company's stock, in case any agreement relating to the change of the Company's control has been entered into, or if there has been an order to do so, as well as if there is an intention to incorporate, totally or partially divest, merge, transform or reorganize the Company, while the transaction is still not public. Authorized trading 3.6. The restrictions on trading do not apply: 3.6.1. to the purchase of treasury shares, through private transactions, due to the exercise of a stock option issued in accordance with a stock option plan approved by a shareholders' meeting; 3.6.2. to the exercise of a preferred right of subscription, relating to securities previously purchased; 3.6.3. to private transactions among people restricted from trading (section 2.1), which are not effected in the stock market or over-the-counter market. 6 4. Rights and Duties of Persons Restricted from Trading Pre-approved 4.1. The persons restricted from trading may trading plans indicate that they are part of a pre-approved trading plan, notwithstanding the restrictions of section 3.4.1, and as the case may be, the restrictions of section 3.2.1. These persons will strictly follow their pre-approved plans. 4.1.1. The pre-approved plan will be valid for at least 6 (six) months, it will be filed with the company 15 (fifteen) days before the first trade and will be sent immediately to the Investor Relations Officer. 4.1.1.1. In the pre-approved plan, the interested party will indicate approximately, how much funding will be invested, or the amount of the Company's securities or any other financial instrument linked to the Company's securities to be traded and will communicate to SUAC all the trading performed for a period of 5 (five) days after such trade. 4.1.1.2. SUAC will maintain a specific and individualized control of all pre-approved plans and will advise the Investor Relations Officer, based on the information set forth in section 4.1.1.1., of all cases of non-compliance with the pre-approved plans. 4.1.1.3. The pre-approved plans may not be filed or changed while there is material non-public information available which is in the possession of an interested party. 4.1.1.4. The Investor Relations Officer may deny to file the proposal for a pre-approved trading plan that contradicts the POLICY or the present legislation. 4.1.2. SUAC will communicate the pre-approved trading plans to BOVESPA and, if it is the case, to the CVM, SEC, NYSE or other stock exchange or over-the-counter market where the Company's securities trade. Duties of persons 4.2. In addition to complying with the restrictions restricted from from trading, the persons restricted from trading trading (section 2.1) shall: 4.2.1. maintain confidentiality relating to material non-public information, do not use such information to obtain advantage for himself or herself or for others, in the securities market and also to make sure that his or her employees and third parties with a fiduciary relationship maintain the same confidentiality about material non-public information and do not use such information to obtain advantages; 4.2.2. use Itau Corretora de Valores S.A., exclusively, to execute trades on the securities covered by this POLICY. 7 5. Disclosure of Information relating to Trading Activities from Members of the Board of Directors Purpose 5.1. Executive Officers, members of the Board of Directors, audit committee or any other committee or department having consulting or technical functions, created by law, will communicate SUAC, which in turn, will communicate to the CVM, BOVESPA and, as the case may be, to the SEC and NYSE or any other stock exchange market or over-the-counter market where the Company's securities are traded, the amount, the features and the form which the Company's securities or the securities of the Company's controlled companies or companies part of the same group were acquired, as well as any change in their holding positions. 5.1.1. The communication will be performed in accordance with a holdings declaration, as set forth in Annex B, and should be performed as soon as the persons mentioned in section 5.1. take office, or until 10 (ten) days after the end of the month in which a change in holdings have occurred, indicating the balance of the positions. 5.1.2. All trading performed by the persons restricted from trading in section 5.1 shall be notified to SUAC, by the fifth day after the end of the month in which they occurred. 6. Disclosure of Information relating to the Acquisition and Divestiture of Interests and Trading Activities from Controlling entities and Shareholders Purpose 6.1. Any individual or legal entity, or group of individuals or legal entities, acting together, or representing the same interests, who reach directly or indirectly an interest of 5% or more of a class of securities which represents the share capital of the Company, will send to the CVM, BOVESPA and, as the case may be, the SEC and the NYSE or any other stock exchange market or over-the-counter market where the Company's securities are traded, a declaration containing the information set forth in annex C of this POLICY. 6.1.1. The same duties on disclosure of interests applies to an individual or a legal entity or a group of individuals or legal entities representing the same interest and holding an interest in the Company, above the interest set forth in section 6.1., every time that such interest increases by 5% of a class of securities which represent the share capital of the Company. 6.1.2. The duties set forth in sections 6.1. and 6.1.1. also extend to the acquisition of any rights to acquire the stock, subscription bonds, stock options and debentures convertible into stock. 8 6.1.3. The communication to the CVM and, as the case may be, to the BOVESPA, SEC, NYSE or any other stock exchange market or over-the-counter market where the Company's securities are traded will be performed immediately after reaching the interest level set forth in section 6.1. 6.1.3.1. The disclosure to the market will be made through a publication in a newspaper usually used by the Company and in the State Official Gazette. 6.1.4. The persons mentioned in section 6.1. shall also provide information when the sale or liquidation of their securities positions reaches below the percentage set forth in section 6.1. 6.1.5. The direct and indirect controlling shareholders, and the shareholders who elect the members of the Board of Directors or Audit Committee will effect their communication by using the SUAC. 7. Compliance with the Policy Form of compliance and 7.1. The persons restricted from trading in section designated compliance 2.1 may comply with the POLICY though the department signature of a declaration, as set forth in annex D, at the time of their engagement in their jobs, election, promotion, transfer, where they will acknowledge the terms of the POLICY and that they have a duty to observe such terms. 7.1.1. The Committee will indicate to each Company's department, which positions will have to comply with the POLICY. 7.1.2. The department responsible for an operation or transaction that may become material information will indicate any further employees and third parties who shall also be required to comply with the POLICY. 7.1.3. The compliances should take place after internal disclosure of the POLICY. 7.1.4. SUAC will provide for the compliances by members who are elected or members by law and controlling shareholders. 7.1.4.1. The compliance by any other person should be proposed by the Compliance Officer and the respective department where the employees are located or the department responsible for the engagement of third parties. 7.1.5. The compliances provided for in section 7.1.4.1. will be immediately communicated to SUAC , which will maintain a central database of all the persons who are required to comply with this POLICY, and will be responsible to disseminate this database in case any authorities so request. 9 8. Violation of the Policy Sanctions 8.1. Non-compliance with the POLICY will result in disciplinary penalties, in accordance with internal Company's rules and rules set forth in this section, notwithstanding administrative, civil and criminal penalties. 8.1.1. the Committee, together with the Audit and Internal Control department, will examine the violation cases, notwithstanding the following: a) the persons restricted from trading in section 2.1. "a" will receive penalties in accordance with the deliberations of the Company's Board of Directors, after examination by the Committee; b) the persons restricted from trading in the later part of section 2.1. "a", there is "or any person that because of the job, function or position occupied knows the material information" will receive sanctions in accordance with the Company's internal rules; c) any breach of the POLICY by any of the persons restricted from trading in section 2.1 "c" will be a default under their agreement, and the Company may terminate the agreement without charge, and demand payment of any fines set forth under such agreement, notwithstanding damages. 8.1.2. The Committee shall inform the Board of Directors of all breaches of the POLICY. 8.1.3. When a serious breach occurs, the Committee, notwithstanding its own examination, will forward the case to the Company's Ethics Committee. Reporting the 8.2. Any person who complies with the POLICY and violation has knowledge of its violation should immediately communicate the violation to the Committee. 10 CORPORATE POLICY AND PROCEDURE ON INSIDER TRADING - BANCO ITAU S.A. ANNEX A 2002 SCHEDULE THE SCHEDULE BELOW SETS FORTH THE BLACKOUT PERIODS FOR TRADING THE COMPANY'S SECURITIES OR ANY OTHER FINANCIAL INSTRUMENT LINKED TO THE COMPANY'S SECURITIES OR THE SECURITIES OR INSTRUMENTS LINKED TO THE SECURITIES OF ITS CONTROLLING COMPANY, ITAUSA - INVESTIMENTOS ITAU S.A. OR ITS DIRECT OR INDIRECT CONTROLLED PUBLIC COMPANIES, AS A RESULT OF PERIODIC EVENTS (DFP, IAN, ITR) ================================================================================ BLACKOUT TRADING COMPANIES PERIODIC EVENTS PERIODS (Day.Month.Year) - -------------------------------------------------------------------------------- Financial Statements/DFP 04.03.2002 a 20.03.2002 31.12.01 ---------------------------------------------------------- ITR - 1(0)Q/02 29.04.2002 to 15.05.2002 ---------------------------------------------------------- IAN 2001 30.04.2002 to 16.05.2002 ITAUSA ---------------------------------------------------------- ITR - 2(0)Q/02 29.07.2002 to 14.08.2002 ---------------------------------------------------------- ITR - 3(0)Q/02 28.10.2002 to 13.11.2002 ---------------------------------------------------------- Financial Statements/DFP 15 days before disclosure 31.12.02 of financial statements - -------------------------------------------------------------------------------- Financial Statements/DFP 18.02.2002 to 06.03.2002 31.12.01 ITAUBANCO BANESTADO ITR - 1(0)Q/02 18.04.2002 to 04.05.2002 BEG IAN 2001 30.04.2002 to 16.05.2002 BEMGE INVESTIMENTOS BEMGE ITR - 2(0)Q/02 22.07.2002 to 07.08.2002 ITAULEASING ITR - 3(0)Q/02 21.10.2002 to 06.11.2002 BFB LEASING Financial Statements/DFP 15 days before disclosure 31.12.02 of financial statements - -------------------------------------------------------------------------------- 11 CORPORATE POLICY AND PROCEDURE ON INSIDER TRADING - BANCO ITAU S.A. ANNEX B INDIVIDUAL FORM Trading by Mangement and Related Parties - Art. 11 - CVM Instruction n(0)358/2002 In .....(month/year) ( ) the following trading with securities and derivatives took place in accordance with article 11 from the CVM Instruction n(0) 358/2002.(1) ( ) no trading with securities or derivatives took place in accordance with article 11 from the CVM Instruction n(0) 358/2002, and I hold the following securities and derivatives positions.
- ------------------------------------------------------------------------------------------------------------------- Name of the Company: - ------------------------------------------------------------------------------------------------------------------- Name: CPF/CNPJ: - ------------------------------------------------------------------------------------------------------------------- Identification: - ------------------------------------------------------------------------------------------------------------------- Initial Balance - ------------------------------------------------------------------------------------------------------------------- Securities/ % of interest Derivatives Securities' Features (2) Amount -------------------------- Same Total Kind/Class - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- Monthly Transactions - ------------------------------------------------------------------------------------------------------------------- Securities/ Securities' Features Intermediary Transaction Day Amount Price Volume (R$) (3) Derivatives (2) - ------------------------------------------------------------------------------------------------------------------- Purchase - ------------------------------------------------------------------------------------------------------------------- Total Purchase - ------------------------------------------------------------------------------------------------------------------- Sale - ------------------------------------------------------------------------------------------------------------------- Total Sale - ------------------------------------------------------------------------------------------------------------------- Final Balance - ------------------------------------------------------------------------------------------------------------------- Securities/ % of interest Derivatives Securities' Features (2) Amount -------------------------- Same Total Kind/Class - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- Name of the Controlling Company: - ------------------------------------------------------------------------------------------------------------------- Name: CPF/CNPJ: - ------------------------------------------------------------------------------------------------------------------- Identification: - ------------------------------------------------------------------------------------------------------------------- Initial Balance - ------------------------------------------------------------------------------------------------------------------- Securities/ % of interest Derivatives Securities' Features (2) Amount -------------------------- Same Total Kind/Class - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- Monthly Transactions - ------------------------------------------------------------------------------------------------------------------- Securities/ Securities' Features Intermediary Transaction Day Amount Price Volume (R$) (3) Derivatives (2) - ------------------------------------------------------------------------------------------------------------------- Purchase - ------------------------------------------------------------------------------------------------------------------- Total Purchase - ------------------------------------------------------------------------------------------------------------------- Sale - ------------------------------------------------------------------------------------------------------------------- Total Sale - ------------------------------------------------------------------------------------------------------------------- Final Balance - ------------------------------------------------------------------------------------------------------------------- Securities/ % of interest Derivatives Securities' Features (2) Amount -------------------------- Same Total Kind/Class - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------
12
- ------------------------------------------------------------------------------------------------------------------- Name of the Controlled Company: - ------------------------------------------------------------------------------------------------------------------- Name: CPF/CNPJ: - ------------------------------------------------------------------------------------------------------------------- Identification: - ------------------------------------------------------------------------------------------------------------------- Initial Balance - ------------------------------------------------------------------------------------------------------------------- Securities/ % of interest Derivatives Securities' Features (2) Amount -------------------------- Same Total Kind/Class - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- Monthly Transactions - ------------------------------------------------------------------------------------------------------------------- Securities/ Securities' Features Intermediary Transaction Day Amount Price Volume (R$) (3) Derivatives (2) - ------------------------------------------------------------------------------------------------------------------- Purchase - ------------------------------------------------------------------------------------------------------------------- Total Purchase - ------------------------------------------------------------------------------------------------------------------- Sale - ------------------------------------------------------------------------------------------------------------------- Total Sale - ------------------------------------------------------------------------------------------------------------------- Final Balance - ------------------------------------------------------------------------------------------------------------------- Securities/ % of interest Derivatives Securities' Features (2) Amount -------------------------- Same Total Kind/Class - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------
(1) When filling out the form, please exclude the lines that do not contain information. (2) Issue/series, convertible, simple, terms, guarantees, kind/class, etc. (3) Amount versus price. 13 CORPORATE POLICY AND PROCEDURE ON INSIDER TRADING - BANCO ITAU S.A. ANNEX C D E C L A R A T I O N I, ..................(name, identification ) ......................... being ...............................(position) of BANCO ITAU S.A., hereby DECLARE, in compliance with Instruction n(0)358/02 of Comissao de Valores Mobiliarios, that I ............... (purchased/sold stocks/other securities or rights over the stocks/other securities - specify kind or class as the case may be) issued by Banco Itau S.A., and ...................(acquired/increased or decreased/liquidated)................ (5 or +) ..........% of my ................. (direct or indirect) interest in ....................... (stocks/other securities or any rights over the stocks/other securities).................. part of the share capital of Banco Itau S.A., as described below: I - Purpose of my interest and required amount: ................................................................................. ................................................................................. II - Number of shares, subscription bonds, as well as rights to subscribe to stock and stock options, specified by kind and class, already directly or indirectly owned by me or by a related person: ................................................................................. ................................................................................. III - Number of debentures convertible into shares, already directly or indirectly owned by me or by a related person (explain the amount of shares which is subject of a possible conversion, by kind and class): ................................................................................. ................................................................................. IV - Indicate any agreement which relates to the exercise of a voting right or the purchase and sale of the Company's securities: ................................................................................. ................................................................................. I hereby agree to immediately communicate SUAC any changes in my positions which represent an increase or a decrease of 5% the total interest of the class. Sao Paulo-SP [date] .......................................... [signature] 14 CORPORATE POLICY AND PROCEDURE ON INSIDER TRADING - BANCO ITAU S.A. ANNEX D COMPLIANCE DECLARATION FOR CONTROLLING SHAREHOLDERS AND MANAGEMENT ..............................[name,identification],........................., [position] ............................ of Banco Itau S.A. complies with the Corporate Policy and Procedure on Insider Trading of Banco Itau S.A. (the "Policy"), and hereby receives a copy of such Policy; and acknowledges all its terms and is under a duty to observe such Policy thoroughly. [name] acknowledges that all the dates set forth in Annex A will be annually scheduled and that any penalties applied as a result of the breach of the Policy will be examined by the Company's Board of Directors. Sao Paulo-SP [date] .......................................... [signature] 15 CORPORATE POLICY AND PROCEDURE ON INSIDER TRADING - BANCO ITAU S.A. ANNEX D COMPLIANCE DECLARATION FOR EMPLOYEES ..............................[name,identification],........................., [position] .......................... of Banco Itau S.A., complies with the Corporate Policy and Procedure on Insider Trading of Banco Itau S.A. (the "Policy"), and hereby receives a copy of such Policy; and acknowledges all its terms and is under a duty to observe such Policy thoroughly. [name] acknowledges all of BANCO ITAU S.A.'s internal rules, available in its intranet (https://intranet.itau/), and also acknowledges that all the dates set forth in Annex A will be annually scheduled. Sao Paulo-SP [date] .......................................... [signature] 16 CORPORATE POLICY AND PROCEDURE ON INSIDER TRADING - BANCO ITAU S.A. ANNEX D COMPLIANCE DECLARATION FOR THIRD PARTIES ..............................[name,identification],........................., [position] ............................ of Banco Itau S.A., complies with the Corporate Policy and Procedure on Insider Trading of Banco Itau S.A. (the "Policy"), and hereby receives a copy of such Policy; and acknowledges all its terms and is under a duty to observe such Policy thoroughly. [name] acknowledges that all the dates set forth in Annex A will be annually scheduled and that any breach of the Policy will be considered a default under the agreement, and the Company may, without any charge, terminate the agreement and demand for payment of any fines under the agreement, notwithstanding any damages. Sao Paulo-SP [date] .......................................... [signature] 17 -----END PRIVACY-ENHANCED MESSAGE-----