DISCLOSURE OF A MATERIAL FACT

                Public Offering for the Acquisition of Shares of

                                BANCO BEMGE S.A.
                             A Publicly Held Company
                          CNPJ n(0) 17.298.092/0001-30
           Head Office: Rua Albita, 131 - 1(0)Sub-solo, Terreo, 4(0),
                    5(0) e 6(0)Andares - Belo Horizonte - MG

O BANCO BEMGE S.A. ("BEMGE") and Banco Itau S.A. in its position as offering
entity ("OFFERING ENTITY"), in accordance with the provisions in Article 9 of
CVM Instruction 358/02 and pursuant to the Announcement to the Market published
today by Banco Itau Holding Financeira S.A. ("Itau Holding"), wish to inform the
public as follows.

Considering: (i) the small percentage of shares traded in the market and held by
BEMGE's minority shareholders; (ii) BEMGE's current open capital status has no
benefit to the remaining shareholders due to the poor liquidity of the bank's
shares; (iii) BEMGE's delisting as an open capital company will result in a
reduction of costs as well as simplifying the Conglomerate's corporate
structure; and (iv) Itau Holding's interest in being the only financial
institution as an open capital company with its shares traded on the Stock
Exchange.

1. The Offering Entity has filed a request with the Brazilian Securities
Commission (Comissao de Valores Mobiliarios - CVM) for the registration of a
Public Offering for the Acquisition of the total shares issued by BEMGE
circulating in the market ("POA"), with a view to the delisting of BEMGE as an
open capital company under the terms of Article 4, Paragraph 4 of Law 6,404/76
and Article 2, I, of CVM Instruction 361/02.

2. The POA will be for the account and order of the OFFERING ENTITY, totaling
three billions, nine hundred and fifty six millions, eight hundred and seventy
nine thousand, two hundred and thirty seven shares , representing 0.15% of
BEMGE's total capital, circulating in the market and held by the minority
shareholders as shown below:

       -------------------------------------------------------------------------
             Type      Quantity of Shares      % of Type      % of Total Capital
       -------------------------------------------------------------------------
       Common             1,772,445,105             0.12                0.07
       -------------------------------------------------------------------------
       Preferred          2,184,434,132             0.20                0.08
       -------------------------------------------------------------------------
       Total of POA       3,956,879,237                -                0.15
       -------------------------------------------------------------------------

3. The common and preferred share acquisition price will be R$ 0.99 per lot of a
thousand shares, paid cash in Brazilian legal tender on the financial settlement
date of the POA auction, The price has been set based on the highest value
calculated according to four valuation criteria used in the appraisal report
prepared by a specialized company, which accompanied the request for
registration mentioned in item 1.

4, The POA will be in the form of an auction to be held at the Sao Paulo Stock
Exchange - Bovespa,

5, The acquisition date and the POA's remaining conditions will be set out in
the notice of the POA, subject to the CVM's approval of the respective
registration request,

6. The share acquisition through the intermediary of the POA is conditional upon
the acceptance by the holders of more than two thirds of the shares in
circulation in the market pursuant to the terms of CVM Instruction 361/02,

                        Belo Horizonte-MG, June 9, 2003,



               BANCO BEMGE S,A,                       BANCO ITAU S,A,
                Henri Penchas                     Alfredo Egydio Setubal
         Investor Relations Director             Executive Vice-President