The Stockholders of ITAÚ UNIBANCO HOLDING S.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:

Itaú Unibanco Stock Option Plan: (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-Performance Stock 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.

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;

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.

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;

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), as well as on the website of the Brazilian Securities and Exchange Commission - CVM (www.cvm.gov.br) and BM&FBOVESPA (www.bmfbovespa.com.br). Stockholders may also request a copy of the said documents by e-mail relacoes.investidores@itau-unibanco.com.br.

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;

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:

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.