6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of April 2013

Commission File Number: 001-15276

Itaú Unibanco Holding S.A.

(Exact name of registrant as specified in its charter)

Itaú Unibanco Holding S.A.

(Translation of Registrant’s Name into English)

Praça Alfredo Egydio de Souza Aranha, 100-Torre Itaúsa

04344-902 São 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:   o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes:   o      No:   x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes:   o      No:   x

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes:   o      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.

	Itaú Unibanco Holding S.A.
		(Registrant)
Date:  April 4, 2013	By:	/s/ Alfredo Egydio Setubal
		Name:	Alfredo Egydio Setubal
		Title:	Investor Relations Officer

By:	/s/ Caio Ibrahim David
	Name:	Caio Ibrahim David
	Title:	Chief Financial Officer

 

EXHIBIT INDEX

99.1 Announcement to the Market:  Trading of own shares for Treasury - Month:  March 2013

99.2 Convening Notice Extraordinary General Meetings and Annual General Meeting

EX-99.1

Itaú Unibanco Holding S.A.

A Publicly Listed Company CNPJ. 60.872.504/0001-23

Announcement to the Market

Trading of Own Shares for Treasury

Month: March 2013

1. On November 18, 2004, in keeping with the best Corporate Governance practice, Itaú Unibanco Holding S.A. voluntarily disclosed its “Operating Rules for the Trading of Own Shares for Treasury”(“Rules”).

2. Item 2.1.3 of the “Rules” established the obligation to make monthly disclosure of the volumes of own shares traded on stock exchanges by Itaú Unibanco, and minimum, average and maximum prices.

3. We inform the capital market entities that during the month of March 2013, Itaú Unibanco did not trade any of its own shares for treasury.

4. We would remind readers that historical data is available in the organization’s Investor Relations site (www.itau-unibanco.com/ir).

São Paulo-SP, April 1st , 2013.

ALFREDO EGYDIO SETUBAL

Investor Relations Officer

EX-99.2

ITAÚUNIBANCOHOLDINGS.A.

CNPJ 60.872.504/0001-23 A Publicly Listed Company NIRE 35300010230

Authorized Capital: up to 6,000,000,000 shares

Subscribed and Paid in Capital: R$ 45,000,000,000.00 – 4,570,936,100 shares

Convening Notice

EXTRAORDINARYGENERAL MEETINGSAND ANNUAL GENERAL MEETING

The Stockholders of ITAÚUNIBANCOHOLDINGS.A.are hereby invited by the Board of Directors to the Extraordinary General Meetings and the Annual General Meeting to be held on April 19, 2012 in the auditorium at the Company’s head offices at Praça Alfredo Egydio de Souza Aranha, 100, Torre Walther Moreira Salles, Piso Guajuviras,  in the city and state of São Paulo for the purpose of examining the following proposals made by the Board of Directors in meetings held on March 20, 2013 and on March 28, 2013:

I- In anExtraordinary GeneralMeetingto be heldat3:00 p.m.

1.  To amend and consolidate the Itaú Unibanco and Unibanco-Performance Stock Option Plans with the purpose of:

§ Itaú  Unibanco StockOptionPlan:  (i) improving the  wording,  making it  clearer  and  more objective; (ii) creating new mechanisms for option grants to beneficiaries outside Brazil; (iii) unifying rules on the extinguishment of options in cases of death of the option holder; and (iv) amending the rule on the maintenance of the options in cases of retirement of the option holder;

§ Unibanco-PerformanceStock Option Plan:modifying (i) the rule on the maintenance of the options in the event of retirement of the option holder; and (ii) the rule on the period for exercising the options in the case of death, retirement on the grounds of disability or any other manner of involuntary absence from the option holder’s professional functions;

2.  To deliberate on the Company’s assumption of the rights and obligations established in the current agreements signed with the beneficiaries of the Stock Option Plan of Redecard S.A., including the responsibility for the grants  carried out within the scope of the said plan.

II- In theAnnual General Meetingto beheldat3:20 p.m.

3. To take cognizance of the  Management Report, the opinion of the Fiscal Council, the Report of the Independent Auditors and the Summaries of the Reports of the Audit Committee and to examine, for resolution, the Financial Statements for the fiscal year ending December 31, 2012;

4. To deliberate on the allocation of net income for the fiscal year;

5. To elect members of the Board of Directors and Fiscal Council for the next annual term of office.  In the light of the determination in CVM – Brazilian Securities and Exchange  instructions 165/91 and 282/98, it is hereby recorded that to request adoption of multiple voting rights in the election of members of the Board of Directors, applicants shall represent at least 5% of the voting capital; and

6. To deliberate on the amount to be allocated for the compensation of the members of the Board of Directors and the Board of Executive Officers, as well as the compensation of the members of the Fiscal Council.

Convening Notice Extraordinary General Meetings and Annual General Meeting of ITAÚ UNIBANCO HOLDING S.A. Fls. 2

III- In an ExtraordinaryGeneralMeeting tobe held at3:40 p.m.

7.  To increase the subscribed and paid in capital stock in the amount of  fifteen billion  reais (R$ 15,000,000,000.00)  through  the  capitalization  of  amounts  posted  to  the  Revenue  Reserves  –  the Company’s Statutory Reserve with 10% bonus in shares of the Company;

8.  To  increase  the  limit  of  the  authorized  capital  up  to  six  billion  and  six  hundred  million (6,600,000,000) shares, proportional to the bonus in shares pursuant to item 7;

9.  To amend the Corporate Bylaws in order (a) to reflect the new composition of the capital stock; (b) to outline the new limits for authorized  capital; (c) to introduce the term “unified” into the provisions on the   term of office of the Board of Directors; (d) include, among other competencies of the Board of Directors, to decide, on the limit of the authorized capital, on the increase of capital and issue of credit securities and other instruments convertible into shares; and (e) to define  62 as the age limit to be elected to the position of Chief Executive Officer, the age limit of 60 being maintained for the other positions on the Board of Executive Officers;

10.To Consolidate the Bylaws with the amendments mentioned above.

The full description of the matters proposed, as well as their justification, may be found in the General Stockholders Meetings’ Manual.

The documents to be examined in the meetings are at the disposal of Stockholders -on the Company’s investor relations website (www.itau-unibanco.com.br/ri), aswellason the website of the Brazilian SecuritiesandExchangeCommission- CVM(www.cvm.gov.br)andBM&FBOVESPA (www.bmfbovespa.com.br). Stockholdersmayalsorequestacopyof thesaid documentsby e-mail relacoes.investidores@itau-unibanco.com.br.

In order to exercise their rights, Stockholders must attend the General Meetings bearing their identity document.

The Stockholders may be represented in General Meetings by an attorney-in-fact pursuant to Article 126 of Law 6.404/76, conditional on the attorney-in-fact bearing an identity document and the following documents substantiating the validity of his/her power of attorney (for documents produced overseas, the respective consularized and sworn translation):

a)  Corporate Entities:  certified copy of the articles of association/bylaws of the represented corporate entity, proof of election of the members of management and the corresponding power of attorney with signature notarized by a notary’s office;

b) Natural Persons: power of attorney with signature notarized by a public notary’s office.

In order to facilitate the work of the General Meetings, the Company suggests that the Stockholders represented by attorneys-in-fact submit a copy of the documents listed above at least 48 hours prior to the meetings by mail or by messenger to:

Itaú Unibanco – Gerência de Assuntos Corporativos

Praça Alfredo Egydio de Souza Aranha, 100, Torre Conceição, Piso Metrô

Parque Jabaquara, São Paulo (SP) - CEP 04344-902

or toe-mail relacoes.investidores@itau-unibanco.com.br.

Convening Notice Extraordinary General Meetings and Annual General Meeting of ITAÚ UNIBANCO HOLDING S.A. Fls. 3

To encourage Stockholder’s participation in the General Meetings, the Company has implemented an electronic platform through which an electronic power-of-attorney may be granted for representation in the General Meetings pursuant to procedures described in the General Stockholders Meetings’ Manual.

We wish to inform that entry to the Company’s head offices will be permitted as from 2:00 p.m. in order to organize Stockholder’s access to the Meetings.

São Paulo (SP), April 3, 2013.
BOARD OF DIRECTORS

ALFREDO EGYDIO SETUBAL
Investor Relations Officer