EX-99.1 2 tv482228_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

 

  

Itaú Unibanco Holding S.A.

 

 

 

 

REFERENCE FORM

 

Base date: 12.31.2016

 

(in compliance with Attachment 24 of CVM Instruction No. 480 of December 7, 2009, or “CVM Instruction 480” and following its updates)

 

 

 

Identification   Itaú Unibanco Holding S.A. a corporation enrolled with the Legal  Entity Taxpayer’s Registry under CNPJ/MF No. 60.872.504/0001-23,  with its incorporation documents duly filed with the Board of Trade of the State of São Paulo under NIRE No. 35.3.0001023-0, registered as a listed company before the Brazilian Securities Commission  (“CVM”) under No. 19348 (“Bank” or “Issuer”).
     
Head office   The Issuer’s head office is located at Praça Alfredo Egydio de Souza  Aranha, 100 - Torre Olavo Setubal, in the City of São Paulo, State of São Paulo, CEP 04344-902.
     
Investor Relations Office   The Bank’s Investor Relations area is located at Praça Alfredo Egydio de Souza Aranha, 100 - Torre Conceição – 9th  floor, in the City of São Paulo, State of São Paulo. The Investor Relations Officer is Mr.  Alexsandro Broedel Lopes.  The  phone  number  of  the  Investor  Relations Department is (0xx11) 2794 3547 , fax is (0xx11) 5019  8717 and e-mail is investor.relations@itau-unibanco.com.br.
     
Independent Auditors of the Company   PricewaterhouseCoopers  Auditores  Independentes  for  the years ended 12/31/2016, 12/31/2015 and 12/31/2014.
     
Underwriter   Itaú Corretora de Valores S.A.
     
Shareholders Service   The Issuer’s Shareholders’ Service is provided at the branches of Itaú  Unibanco S.A., of which the head office is located at Praça Alfredo Egydio de Souza Aranha, 100 - Torre Olavo Setubal, in the City of  São Paulo, State of São Paulo, CEP 04344-902.
     
Newspapers in which the Company divulges its information   Oficial do Estado de São Paulo (Official Gazette of the State of São  Paulo) and Valor Econômico.
     
Website   https://www.itau.com.br/investor-relations Information included in the Company’s website is not an integral part of this Reference Form.
     
Date of last review of this Reference Form   12/27/2017

 

 

 

 

 

 

Historical resubmission

 

Version   Reasons for resubmission   Date of update
         
V2   Update in items 9.1, 12.5, 12.6, 12.7, 12.8, 12.13 and 18.7   06/12/2017
         
V3   Update in items 10.3, 12.5 and 12.6.   06/26/2017
         
V4   Update in items 10.3, 10.8, 11.1, 11.2, 12.5/12.6, 12.7, 15.1/15.2, 15.3, 15.4, 15.7, 15.8, 19.2 and 19.3.   07/31/2017
         
V5   Update in items 12.5/6, 12.7/8, 15.1, 15.2, 15.3, 15.4, 15.8, 19.1, 19.2, 19.3   09/12/2017
         
V6   Update in items 3.4, 10.3, 10.8, 12.1, 12.5/6, 12.7/8, 12.13, 15.7   10/09/2017
         
V7   Update in items 1.2, 1.3, 12.1, 12.5/6, 12.7/8, 21.1   10/11/2017
         
V8   Update in items 10.3, 10.8, 11.1, 12.1, 12.5/6, 12.7/8 and 15.7   10/30/2017
         
V9   Update in items 12.1, 12.5/6 and 12.13.   11/13/2017
         
V10   Update in items 12.1d, 12.5/6, 12.7/8, 18.8 and 18.12.   12/11/2017
         
V11   Update in items 15.1, 15.2, 15.3, 15.4, 15.8, 17.1, 17.5, 19.1, 19.2 and 19.3.   12/27/2017

 

 

 

 

ITEM 12 - STOCKHOLDERS’ MEETINGS AND MANAGEMENT

 

12.1 Describe the issuer’s administrative structure, as established in its Bylaws and internal rules, identifying:

 

a) The functions of each body and committee, identifying if they have their own internal regulation

 

a.1 Board of Directors

 

The Board of Directors, which is a decision-making body, is mandatory in a publicly-held company. It is incumbent upon the Board of Directors to:

 

·establish the business general guidelines;

 

·elect for and remove from office the Issuer’s officers and establish their duties;

 

·appoint officers to the Executive Boards of the subsidiaries it specifies;

 

·supervise the performance of the officers and examine, at any time, books and records, request information on contracts already entered into or to be entered into, and take any other actions;

 

·call Annual General Stockholders’ Meetings at least fifteen (15) days in advance and the number of days will be counted from the publication of the first call;

 

·express an opinion on the management report, the accounts of the Executive Board and the financial statements for each fiscal year to be submitted to the Annual General Stockholders’ Meeting;

 

·resolve upon estimates of results and budgets for investments and respective action plans;

 

·appoint and remove independent auditors, without prejudice to the provisions in Article 7 of the Issuer’s Bylaws;

 

·resolve upon the distribution of interim dividends, including to the retained earnings or existing revenue reserve accounts contained in the most recent annual or semiannual balance sheet;

 

·resolve upon the payment of interest on capital;

 

·resolve upon the purchase of its own shares on a non-permanent basis;

 

·resolve upon the purchase and entry of put and call options supported by the shares issued by the company for the purposes of cancellation, holding in treasury or sale, subject to CVM Instruction No. 567 of September 17, 2015 and subsequent amendments;

 

·resolve upon the establishment of committees to address specific matters within the scope of the Board of Directors;

 

·elect and remove the members of the Audit Committee and Compensation Committee;

 

·approve the operational rules that the Audit and Compensation committees may establish for their own operations and acknowledge the committees’ activities through their reports;

 

·approve direct or indirect investments and divestments in ownership interests at amounts higher than 15% of the book value of Itaú Unibanco Holding recorded in the most recent audited balance sheet; and

 

·resolve upon capital increases and issue of credit instruments and other instruments convertible into shares, within the limit of our authorized capital.

 

 

 

 

The Board of Directors is composed of a minimum of ten and a maximum of fourteen members. In the first meeting after the Annual General Stockholders’ Meeting that elects the Board, the latter will choose, among its peers, its Chairman or two Co- Chairmen, and it may also have up to three Vice-Chairmen. No individual who is 70 years of age on the date of his/her election may be elected to the position of Board member.

 

The structure, composition and powers of the Board of Directors are included in the bylaws and its operating rules are established in its own internal regulation, disclosed on the investor relations website.

 

a.2 Executive Board

 

The operational and executive duties are the responsibility of the Executive Board, which will follow the guidelines established by the Board of Directors.

 

The Executive Board is the body responsible for the management and representation of the Issuer, and it may have from five to thirty members, including the positions of Chief Executive Officer, General Manager, Executive Vice President, Executive Officer and Officer, in compliance with the guidelines established by the Board of Directors for filling these positions.

 

The term of office for Officers is one year, their reelection being permitted, and they will remain in the positions until their substitutes take office, and (i) those who are already 62 years of age on the date of the election may not be elected for the position of Chief Executive Officer, and (ii) those who are already 60 years of age on the date of the election may not be elected for other Executive Board positions.

 

Two officers, one of whom will necessarily be the Chief Executive Officer, General Manager, Executive Vice-President or Executive Officer, will have powers to: (i) represent us, assuming obligations or exercising rights in any act, agreement or document that implies responsibility for Itaú Unibanco Holding, including offering guarantees for third parties’ obligations, and (ii) compromise and waive rights, being also allowed to encumber and dispose of fixed asset items; resolve upon the establishment, closing and move of facilities; and (iv) appoint attorneys.

 

Exceptionally, Itaú Unibanco Holding could be represented by a single attorney-in-fact: (i) before any government body, direct or indirect, in acts that do not imply the assumption or waiver of rights and obligations; (ii) with power of attorney with ad judicia clause; (iii) at stockholders’ meetings, stockholders’ or quotaholders’ meetings of companies or investment funds in which we have interests. The Board of Directors may also provide for or establish exceptions in addition to those previously provided for.

 

a.3 Committees related to the Board of Directors

 

Each one of the Committees related to the Board of Directors has its own internal regulation contemplating its structure, composition, powers and operating rules. All regulations are disclosed on the investor relations website.

 

a.3.1 Strategy Committee

 

The Strategy Committee is responsible for promoting discussions on strategic matters critical to us. It is incumbent upon the Strategy Committee, among other duties, to support the decisions of the Board of Directors, proposing budget guidelines and issuing opinions and recommendations on strategic guidelines and investment opportunities.

 

a.3.2 Nomination and Corporate Governance Committee

 

The Nomination and Corporate Governance Committee is responsible for promoting and overseeing the discussions on our governance. Its duties include, but are not limited to: analyzing and issuing opinions on situations of possible conflict of interest between the members of the Board of Directors and the companies of the Conglomerate; providing methodological and procedural support to the evaluation of the Board of Directors, members, Committees and Chief Executive Officer, and

 

 

 

 

discussing on the succession of the members of the Board of Directors and of the Chief Executive Officer, as well as making recommendations on this matter.

 

a.3.3 Personnel Committee

 

The Personnel Committee is responsible for determining the main guidelines regarding people. Its duties include, but are not limited to, determining the guidelines for the attraction and retention of talented professionals, recruitment and training, and for our long-term incentive programs.

 

a.3.4 Compensation Committee

 

It is incumbent upon the Compensation Committee to promote discussions on matters related to our management compensation. Its duties include, but are not limited to: developing a policy for the compensation of our management, proposing to the Board of Directors the many forms of fixed and variable compensation, in addition to special benefits and programs for recruitment and termination; discussing, examining and overseeing the implementation and operation of existing compensation models, discussing general principles of the compensation policy for our employees and recommending improvements to the Board of Directors.

 

a.3.5 Capital and Risk Management Committee

 

The Capital and Risk Management Committee is responsible for supporting the Board of Directors to perform its duties related to our capital and risk management, submitting reports and recommendations about these matters to the approval of the board. Its duties include, but are not limited to: determining our risk appetite, the minimum return expected on our capital and overseeing risk management and control activities, aimed at ensuring their adequacy to the risk levels assumed and to the complexity of the operations, in addition to meeting regulatory requirements. The Capital and Risk Management Committee is also responsible for promoting and improving our risk culture.

 

a.3.6 Audit Committee

 

The Audit Committee is responsible for overseeing the quality and integrity of the financial statements, compliance with legal and regulatory requirements, the performance, independence and quality of the services provided by our independent auditors and of the work performed by our internal auditors, and the quality and effectiveness of the internal control and risk management systems. Set up in April 2004 by the Annual General Stockholders’ Meeting, it is the only audit committee for institutions authorized to operate by the Central Bank and for companies overseen by SUSEP that are part of the Conglomerate.

 

The members of the Audit Committee are annually elected by the Board of Directors from among its members or professionals with renowned competence and outstanding knowledge, taking into consideration that at least one of the members of this Committee will be a designated Financial Expert and must have proven knowledge in the accounting and auditing areas. All the members of the Audit Committee are independent, in accordance with CMN regulation, and the Board of Directors will terminate the term of office of any member of the Audit Committee if their independence is affected by any conflict of interest or potential conflict of interest. The evaluations of the Audit Committee are based on information received from management, external auditors, internal auditors, departments responsible for risk management and internal controls, and on analyses made by the members of the Committee as a result of direct observation.

 

a.3.7 Related Parties Committee

 

The Related Parties Committee is responsible for analyzing the transactions with related parties, in the situations specified in our Related Party Transactions Policy, aiming at ensuring that these transactions are carried out transparently and on arm’s length terms. The Related Parties Committee is fully composed of independent members.

 

a.4. Fiscal Council

 

The Fiscal Council is an independent body, annually elected by the Annual General Stockholders’ Meeting, and its duties are to oversee the activities of our management, examine our

 

 

 

 

financial statements as of the fiscal year and issue an opinion on these financial statements, among other duties provided for by Brazilian legislation. It comprises from three to five members and at least the same number of alternates. The Fiscal Council must work independently from management, our external auditors and the Audit Committee.

 

Although its permanent existence is not legally compulsory, we have a Fiscal Council established and operating on a non-stop basis since 2000.

 

The Fiscal Council has its own internal regulation, including its structure, composition, duties and operation rules, which are disclosed on the investor relations website.

 

a.5. Internal Audit

 

The Internal Audit Department’s purpose is to evaluate the activities carried out by the Conglomerate, through audit techniques, thus enabling Management to assess the adequacy of controls, effectiveness of risk management, reliability of financial statements and compliance with rules and regulations.This department is in place since the incorporation of the bank, then known as the Inspection Department, which was later segregated into Internal Audit and Inspection departments.

 

The Internal Audit Department adopts a proprietary methodology, approved by the Audit Committee, to carry out its activities. This methodology is internally disclosed to auditors and its adoption is mandatory to all Internal Audit units of the Conglomerate. Furthermore, it is in line with the international standards for the internal auditor’s profession disclosed by The Institute of Internal Auditors (The IIA).

 

12.1

 

b) the date of the establishment of the fiscal council, if not permanent, and of the creation of committees

 

·Fiscal Council: 04/19/2017 (the Fiscal Council has been established annually, without interruption, since 04/24/2000);

 

·Audit Committee: 28/04/2004;

 

·Strategy Committee: 06/24/2009;

 

·Capital and Risk Management Committee: 06/24/2009;

 

·Nomination and Corporate Governance Committee: 06/24/2009;

 

·Personnel Committee: 06/24/2009;

 

·Compensation Committee: 02/17/2011; and

 

·Related Parties Committee: 03/28/2013.

 

c) mechanisms for assessing the performance of each body or committee and their members, identifying the method used

 

Annual evaluation of the Board of Directors and Committees

 

The performance of the Board of Directors, its members and its Chairman (or Co-chairmen), as well as of the Committees related thereto, is assessed on an annual basis for the purpose of ensuring that the performance of our management members is in compliance with the best practices of corporate governance.

 

The reelection of the members of the Board of Directors and Committees considers their good performance in the period and attendance to meetings during the previous term of office, as well as their experience and level of independence.

 

 

 

 

Evaluation process

 

The evaluation process consists in the following phases: self -evaluation of the members of the Board of Directors, cross evaluation of the members of the Board of Directors (the members evaluate each other), evaluation of the Board of Directors itself by its members, evaluation of the Chairman (or Co-Chairmen) of the Board by its members and evaluation of the Committees by their members.

 

The evaluation process is structured considering the specific characteristics/responsibilities of the Board of Directors, its members, its Chairman (or Co -Chairmen) and each one of the Committees, in order to reach a high level of specialization during the evaluation. The evaluation process is carried out by an independent person, responsible for distributing specific questionnaires for the Board of Directors and each one of the Committees, as well as for interviewing each member of the Board of Directors individually. The person is also responsible for analyzing the answers and comparing them to the result of the previous years, to identify and address any gaps related to the Board of Directors and the Committees that can be revealed in the process.

 

Methodological support and independent evaluation

 

This Committee also discusses the results of the evaluation, as well as the composition and succession plan of the Board of Directors.

 

In addition to the support provided by the Nomination and Corporate Governance Committee, an independent person is responsible for conducting the evaluation process, as mentioned in the “Evaluation process” item.

 

Evaluation of the Executive Board

 

Our officers undergo a thorough and comprehensive evaluation, in which the following performance indicators are considered: financial, processes, client satisfaction, people management and cross goals with other departments.

 

d) with respect to the members of the executive board, their individual duties and powers

 

The Chief Executive Officer is responsible for calling and chairing the meetings of the Executive Board, overseeing its activities, structuring the services of the company and setting internal and operational rules.

 

General Managers, Executive Vice-Presidents, Executive Officers and Officers are responsible for activities assigned to them by the Board of Directors.

 

The composition of our Executive Board, as well as the individual duties of each officer, is as follows.

 

Chief Executive Officer

 

Candido Botelho Bracher is our Chief Executive Officer and he is responsible for overseeing the activities of the Executive Board.

 

General Managers

 

Eduardo Mazzilli de Vassimon is responsible for structuring the services and establishing internal and operational rules related to the departments of wholesale and relationship with medium-sized and large companies, including banking services, investment banking, asset and wealth management services, and institutional treasury. In accordance with the rules of the National Monetary Council (“CMN”), the Central Bank of Brazil (“BACEN”) and the Brazilian Securities and Exchange Commission (“CVM”), he is responsible for the rural credit area (CMN Resolution No. 3,556/08), matters related to the Brazilian Payment System (Sistema de Pagamentos Brasileiro – “SPB”) (BACEN Circular No. 3,281/05), investment portfolio (CMN Resolution No. 2,212/95), repurchase agreements (CMN Resolution No. 3,339/06), loan and securities exchange operations (CMN Resolution No. 3,197/04),

 

 

 

 

swap operations (CMN Resolution No. 3,505/07), and registration of credit assignment operations (CMN Resolution No. 3,998/11). Additionally, he is responsible for operations with securities in regulated markets (CVM Instruction No. 505/11).

 

Márcio de Andrade Schettini is responsible for structuring services and establishing internal and operational rules related to the Commercial Bank, to relationship and offer of products and services to the client base, including individuals and companies, comprised in all retail segmentation levels, and to the insurance and capitalization departments. In accordance with the rules of the National Monetary Council and the Central Bank of Brazil, he is responsible for the client registration file of the National Financial System – “SFN” (BACEN Circular No. 3,347/07), for the commercial portfolio, lease portfolio, mortgage portfolio, and loan, financing and investment portfolios (CMN Resolution No. 2,212/95), deposit accounts (CMN Resolutions No. 2,025/93 and 2,078/04), operations related to the foreign exchange market (CMN Resolution No. 3,568/08), and registration of guarantees on vehicles and real estate properties (CMN Resolution No. 4,088/12) and matters related to the Selic interest rate – BACEN Circular No. 3,808;16.

 

Vice-Presidents

 

André Sapoznik is responsible for the Technology and Operations departments, coordinating and organizing the technical and operational infrastructure that is necessary for the Company’s business.

 

Caio Ibrahim David is responsible for the Control and Risk Management Department, the finance segment and controller’s department. In accordance with the rules of the National Monetary Council, he is responsible for risk management (CRO - Chief Risk Officer) – CMN Resolution No. 4,557/17.

 

Claudia Politanski is responsible for the legal, ombudman’s, personnel, corporate communication, institutional and government relations, and marketing departments.

 

Executive Officers

 

Alexsandro Broedel Lopes is our Investor Relations Officer (CVM Instruction No. 480/2009) in accordance with the rules of the Brazilian Securities and Exchange Commission, and he is mainly responsible for the communications with the market and the increase of the transparency of the financial and strategic information. He also works in the finance department. In accordance with the rules of the National Monetary Council, the Central Bank of Brazil and the Securities and Exchange Commission, he is responsible for updating data in UNICAD (BACEN Circular No. 3,165/02), for the accounting department (CMN Resolution No. 3,198/04).

 

Fernando Barçante Tostes Malta is responsible for the Internal Controls, Operational Risks and Compliance Executive Board.

 

Leila Cristiane Barboza Braga de Melo is responsible for the Legal Department, which comprises Retail Legal Matters, Wholesale Legal Matters, Litigation, Institutional and International Legal Matters, as well as the Ombudman’s Office; she is also responsible in accordance with the rules of the Central Bank of Brazil for the RDR System - System of Registration of Complaints and Requests (BACEN Circular No. 3,729/14).

 

Paulo Sérgio Miron is responsible for the internal audit division.

 

Officers

 

Adriano Cabral Volpini is responsible for the Corporate Security Office, preventing and combating money laundering, in accordance with Law No. 9,613/98 and specific regulation.

 

Álvaro Felipe Rizzi Rodrigues, José Virgilio Vita Neto and Sergio Mychkis Goldstein are responsible for activities in the legal department.

 

Andre Balestrin Cestare is responsible for the Retail Finance and Support Department and is also responsible, in accordance with the rules of the Central Bank of Brazil, for supplying information related to loan transactions to the Credit Information System (BACEN Circular No. 3,567/11).

 

Eduardo Hiroyuki Miyaki is responsible for the Internal Control and Operational Risk Department and, in accordance with the rules of the National Monetary Council, for the control of the operational risk

 

 

 

 

(CMN Resolution No. 3,380/06) and internal control and procedures related to trading of securities in regulated markets (CVM Instruction No. 505/11).

 

Emerson Macedo Bortoloto (Retail, WMS), Renato Barbosa do Nascimento (Wholesale and Foreign Units), and Tom Gouvêa Gerth (Technology and Operations) are responsible for the internal audit activities (Retail, WMS, Wholesale, Foreign Units, Technology and Operations).

 

Gilberto Frussa is responsible for the Corporate Compliance Office, acting as CCO (Chief Compliance Officer). In accordance with the rules of the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, he is responsible for providing information (BACEN Circular No.3,504/10), environmental and social responsibility (CMN Resolution No. 4,327/14), adjustment of products, services and operations to the client’s profile (CVM Instruction No .539/13), and institutional policy of relationships with clients and users of financial products and services (CMN Resolution No.4,539/16).

 

Matias Granata is responsible for the Modeling and Credit Risk Executive Board and, in accordance with the rules of the National Monetary Council, for managing credit risk (CMN Resolution No. 3,721/09).

 

Rodrigo Luís Rosa Couto is responsible for the Wholesale Finance Office and, in accordance with the rules of the National Monetary Council and the Central Bank of Brazil, for determining the RWA, Referential Equity and Core Capital amounts (CMN Resolution No.4,193/13), managing capital risk (CMN Resolution No. 3,988/11 and 4,557/17), recovery planning (CMN Resolution No. 4,502/16) and calculating regulatory limits and minimum standards (BACEN Circular No. 3,398/08).

 

Tatiana Grecco is responsible for the Market and Liquidity Risk Control Department and, in accordance with the rules of the National Monetary Council, for liquidity risk management (CMN Resolution No. 4,090/12) and market risk management (CMN Resolution No. 3,464/07).

 

 

 

 

12.5/6 – Composition and professional experience of the members of the Board of Directors and the Fiscal Council

 

Name  Date of birth  Management body  Date of election  Term of office  Number of consecutive 
Individual Taxpayer’s Registry (CPF)  Profession  Elective office held  Date of investiture  Nominated by the  terms of office 
Other positions held or Issuer     function     controlling stockholder  Percentage of attendance 
Claudia Politanski  08/31/1970  A Board of Officers’ member only  04/27/2017  Annual   9 
132.874.158-32  Lawyer  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     Vice-President           
Andre Balestrin Cestare  06/08/1978  A Board of Directors’ member only  09/28/2017  Annual   0 
213.634.648-25  Engineer  19 - Other officers  11/06/2017  Yes   0.00%
Not applicable.                 
Renato Barbosa do Nascimento  10/28/1971  A Board of Directors’ member only  09/28/2017  Annual   0 
161.373.518-90  Accountant  19 - Other officers  11/06/2017  Yes   0.00%
Not applicable.                 
Tom Gouvêa Gerth  08/29/1975  A Board of Directors’ member only  09/28/2017  Annual   0 
256.166.718-94  Administrator and Accountant  19 - Other officers  11/06/2017  Yes   0.00%
Not applicable.                 
Alexsandro Broedel Lopes  10/05/1974  A Board of Officers’ member only  04/27/2017  Annual   4 
031.212.717-09  Accountant  19 - Other officers  06/01/2017  No   0.00%
Chairman of the Disclosure and Trading     Executive Officer           
Committee Investor Relations Officer                 
Tatiana Grecco  08/31/1973  A Board of Officers’ member only  04/27/2017  Annual   0 
167.629.258-63  Technologist in construction  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     Officer           

 

 

 

 

Name

  Date of birth  Management body  Date of election  Term of office  Number of consecutive 
Individual Taxpayer’s Registry (CPF)  Profession  Elective office held  Date of investiture  Nominated by the  terms of office 
Other positions held or Issuer     function     controlling stockholder  Percentage of attendance 
Rodrigo Luís Rosa Couto  08/08/1975  A Board of Officers’ member only  04/27/2017  Annual   6 
882.947.650-15  Administrator  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     Officer           
Matias Granata  06/17/1974  A Board of Officers’ member only  04/27/2017  Annual   3 
228.724.568-56  Economist  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     Officer           
Adriano Cabral Volpini  26462  A Board of Officers’ member only  04/27/2017  Annual   3 
162.572.558-21  Administrator  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     Officer           
Álvaro Felipe Rizzi Rodrigues  03/28/1977  A Board of Officers’ member only  04/27/2017  Annual   3 
166.644.028-07  Lawyer  19 - Other officers  06/01/2017  No   0.00%
Member of the Disclosure and Trading     Officer           
Committee                 
José Virgilio Vita Neto  09/13/1978  A Board of Officers’ member only  04/27/2017  Annual   3 
223.403.628-30  Lawyer  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     Officer           
Paulo Sergio Miron  07/26/1966  A Board of Officers’ member only  04/27/2017  Annual   2 
076.444.278-30  Accountant and Economist  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     Executive Officer           

 

 

 

 

Name

  Date of birth  Management body  Date of election  Term of office  Number of consecutive 
Individual Taxpayer’s Registry (CPF)  Profession  Elective office held  Date of investiture  Nominated by the  terms of office 
Other positions held or Issuer     function     controlling stockholder  Percentage of attendance 
Leila Cristiane Barboza Braga de Melo  10/04/1971  A Board of Officers’ member only  04/27/2017  Annual   3 
153.451.838-05  Lawyer  19 - Other officers  06/01/2017  No   0.00%
Member of the Disclosure and Trading                 
Committee     Executive Officer           
Márcio de Andrade Schettini  05/22/1964  A Board of Officers’ member only  04/27/2017  Annual   2 
662.031.207-15  Engineer  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     General Director           
Marco Ambrogio Crespi Bonomi  05/06/1956  A Board of Officers’ member only  04/19/2017  Annual   0 
700.536.698-00  Economist  29 - Other officers  06/01/2017  Yes   0.00%
Member of the Appointments and Corporate                 
Governance Committee     Director-General           
Member of the Personnel Committee     Member of the Board of Directors (non-executive director)           
Emerson Macedo Bortoloto  07/25/1977  A Board of Officers’ member only  04/27/2017  Annual   6 
186.130.758-60  Information Technologist  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     Officer           
Eduardo Hiroyuki Miyaki  06/11/1972  A Board of Officers’ member only  04/27/2017  Annual   6 
159.822.728-92  Engineer  19 - Other officers           
Not applicable.     Officer           

 

 

 

 

Name

  Date of birth  Management body  Date of election  Term of office  Number of consecutive 
Individual Taxpayer’s Registry (CPF)  Profession  Elective office held  Date of investiture  Nominated by the  terms of office 
Other positions held or Issuer     function     controlling stockholder  Percentage of attendance 
Fernando Barçante Tostes Malta  04/14/1968  A Board of Officers’ member only  04/27/2017  Annual   1 
992.648.037-34  Systems Analyst  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     Executive Officer           
André Sapoznik  02/24/1972  A Board of Officers’ member only  04/27/2017  Annual   1 
165.085.128-62  Engineer  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     Director Vice-President           
Caio Ibrahim David  01/20/1968  A Board of Officers’ member only  04/27/2017  Annual   1 
101.398.578-85  Engineer  19 - Other officers  06/01/2017  No   0.00%
Member of the Disclosure and Trading Committee     Director Vice-President           
Atilio Luiz Magila Albiero Junior  12/24/1977  A Board of Officers’ member only  04/27/2017  Annual   1 
213.021.358-80  Engineer  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     Officer           
Gilberto Frussa  10/20/1966  A Board of Officers’ member only  04/27/2017  Annual   1 
127.235.568-32  Lawyer  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     Officer           
Sergio Mychkis Goldstein  11/12/1977  A Board of Officers’ member only  04/27/2017  Annual   1 
282.310.718-57  Lawyer  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     Officer           

 

 

 

 

Name

  Date of birth  Management body  Date of election  Term of office  Number of consecutive 
Individual Taxpayer’s Registry (CPF)  Profession  Elective office held  Date of investiture  Nominated by the  terms of office 
Other positions held or Issuer     function     controlling stockholder  Percentage of attendance 
Eduardo Mazzilli de Vassimon  10/07/1958  A Board of Officers’ member only  04/27/2017  Annual   5 
033.540.748-09  Administrator  19 - Other officers  06/01/2017  No   0.00%
Not applicable.     General Director           
Fábio Colletti Barbosa  10/03/1954  A Board of Directors’ member only  04/19/2017  Annual   2 
771.733.258-20  Administrator  29 - Other Board members  06/01/2017  Yes   100.00%
Member of the Personnel     Member of the Board of           
Committee     Directors (independent director)           
Member of the Appointments and Corporate                 
Governance Committee                 
Member of the Strategy                 
Committee                 
Chairman of the Related Parties Committee                 
Gustavo Jorge Laboissière Loyola  12/19/1952  A Board of Directors’ member only  04/19/2017  Annual   9 
101.942.071-53  Economist  29 - Other Board members  06/01/2017  Yes   100.00%
Chairman of the Audit Committee     Member of the Board of Directors (independent director)           
Member of Compensation Committee                 
Member of the Related Parties Committee                 

 

 

 

 

Name

  Date of birth  Management body  Date of election  Term of office  Number of consecutive 
Individual Taxpayer’s Registry (CPF)  Profession  Elective office held  Date of investiture  Nominated by the  terms of office 
Other positions held or Issuer     function     controlling stockholder  Percentage of attendance 
José Galló  09/11/1951  A Board of Directors’ member only  04/19/2017  Annual   1 
032.767.670-15  Administrator  29 - Other Board members  06/01/2017  Yes   90.91%
Member of Personnel Committee                 
Member of the Board of Directors                 
(independent director)                 
Pedro Luiz Bodin de Moraes  07/13/1956  A Board of Directors’ member only  04/19/2017  Annual   9 
548.346.867-87  Economist  29 - Other Board members  06/01/2017  Yes   72.73%
Chairman of the Capital and Risk Management Committee                 
Member Member of the Compensation Committee                 
Member of the Board of Directors                 
(independent director)                 
Member of the Related Parties                 
Pedro Moreira Salles  10/20/1959  A Board of Directors’ member only  04/19/2017  Annual   9 
551.222.567-72  Banker  29 - Other Board members  06/01/2017  Yes   100.00%
Member of the Strategy Committee     Chairman of the Board of Directors (non- executive director)           
Chairman of the Appointments and Corporate                 
Governance Committee                 
Chairman of the Personnel Committee                 
Member of the Compensation Committee                 

 

 

 

 

Name

  Date of birth  Management body  Date of election  Term of office  Number of consecutive 
Individual Taxpayer’s Registry (CPF)  Profession  Elective office held  Date of investiture  Nominated by the  terms of office 
Other positions held or Issuer     function     controlling stockholder  Percentage of attendance 
Ricardo Villela Marino  01/28/1974  A Board of Directors’ member only  04/19/2017  Annual   9 
252.398.288-90  Engineer  29 - Other Board members  06/01/2017  Yes   100%
Member of the Strategy Committee     Member of the Board of Directors (executive director)           
Alfredo Egydio Setubal  09/01/1958  A Board of Directors’ member only  04/19/2017  Annual   9 
014.414.218-07  Administrator  29 - Other Board members  06/01/2017  Yes   100%
Member of the Personnel Committee                 
Member of the Board of Directors (non- executive director)                 
Member of the Appointments and Corporate Governance Committee                 
Member of the Disclosure and Trading Committee                 
Candido Botelho Bracher  12/05/1958  A Board of Directors’ member only  04/27/2017  Annual   9 
039.690.188-38  Administrator  19 - Other Board Officers  06/01/2017  No   0%
Not applicable.     Director-General           

 

 

 

 

Name

  Date of birth  Management body  Date of election  Term of office  Number of consecutive 
Individual Taxpayer’s Registry (CPF)  Profession  Elective office held  Date of investiture  Nominated by the  terms of office 
Other positions held or Issuer     function     controlling stockholder  Percentage of attendance 
Roberto Egydio Setubal  10/13/1954  A Board of Directors’ member only  04/19/2017  Annual   9 
007.738.228-52  Engineer  29 - Other Board members  06/01/2017  Yes   100%
Member of the Capital and Risk Management Committee                 
Member of the Strategy Committee                 
Chairman of the Compensation Committee                 
Cochairman of the Board of Directors (non executive director)                 
Amos Genish  10/26/1960  A Board of Directors’ member only  04/19/2017  Annual   0 
009.194.169-50  Economist  29 - Other Board members  06/01/2017  Yes   0%
Member of the Compensation Committee                 
Member of the Board of Directors (executive director)                 
Geraldo José Carbone  08/02/1956  A Board of Directors’ member only  04/19/2017  Annual   0 
952.589.818-00  Economist  29 - Other Board members  06/01/2017  Yes   0.00%
Member of the Capital and Risk Management Committee.                 
Member of the Board of Directors (non- executive director)                 
Member of the Appointments and Corporate Governance Committee.                 
João Moreira Salles  04/11/1981  A Board of Directors’ member only  04/19/2017  Annual   0 
295.520.008-58  Economist  29 - Other Board members  06/01/2017  Yes   0.00%
Member of the Strategy Committee.                 
Member of the Board of Directors (executive director)                 

 

 

 

 

Name  Date of birth  Management body  Date of election  Term of office  Number of consecutive 
Individual Taxpayer’s Registry (CPF)  Profession  Elective office held  Date of investiture  Nominated by the  terms of office 
Other positions held or Issuer     function     controlling stockholder  Percentage of attendance 
Alkimar Ribeiro Moura  08/09/1941  Fiscal Council  04/19/2017  Annual   1 
031.077.288-53  Economist  40   Fiscal Council  06/14/2017  Yes   100.00%
      (Effective)           
      Nominated by the           
Not applicable.     Controlling Stockholder           
Reinaldo Guerreiro  02/10/1953  Fiscal Council  04/19/2017  Annual   0 
503.946.658-72  Accountant  46 - Fiscal Council  06/01/2017  Yes   0.00%
Not applicable.     (Alternate) Nominated by the Controlling Stockholder           
Eduardo Azevedo do Valle  05/24/1957  Fiscal Council  04/19/2017  Annual   1 
598.809.967-04  Engineer  47 - Fiscal Council  06/01/2017  No   0.00%
Not applicable.     (Alternate) Nominated Stockholders           
Carlos Roberto de Albuquerque Sá  01/31/1950  Fiscal Council  04/19/2017  Annual   2 
212.107.217-91  Economist  44 - Fiscal Council  06/01/2017  No   100.00%
Not applicable.     (Effective) Nominated by the Preferred Stockholders           
João Costa  08/10/1950  Fiscal Council  04/19/2017  Annual   8 
476.511.728-68  Economist  46 - Fiscal Council  06/01/2017  Yes   0.00%
Not applicable.     (Alternate) Nominated Stockholder           
José Caruso Cruz Henriques  12/31/1947  Fiscal Council  04/19/2017  Annual   6 
      43 - Chairman of Fiscal           
372.202.688-15  Lawyer  Council (Effective)  06/14/2017  Yes   0.00%
Not applicable.     Nominated by the Controlling stockholder           

 

 

 

 

Claudia Politanski - 132.874.158-32

 

Itaú Unibanco Holding S.A.: Vice-President since April 2015, and Executive Officer from November 2008 to March 2015; Member of the Disclosure and Trading Committee since April 2009.

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Vice-President since July 2013; Executive Officer from February 2010 to July 2013.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Unibanco – União de Bancos Brasileiros S.A.: Executive Officer from August 2007 to July 2014; Officer from February 2006 to August 2007; Deputy Officer from July 2003 to February 2006. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Academic background: Bachelor’s degree in Law from Universidade de São Paulo in 1992 and LL.M. from the University of Virginia.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. any conviction in an administrative proceeding of the CVM and the punishments applied; iii. any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

Alexsandro Broedel Lopes - 031.212.717-09

 

 

 

 

Itaú Unibanco Holding S.A.: Group Executive Finance Director since April 2015, and Officer from August 2012 to March 2015; Invetor Relations Officer since October 2017; member of the Disclosure and Trading Committee since October 2013, being Chairman since October 2017, in addition to a management position in other subsidiaries of the Itaú Unibanco Conglomerate. Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Executive Officer since March 2015; Officer from May 2012 to March 2015. Main activities of the company: Multiple-service banking, with commercial portfolio.

 

Investimentos Bemge S.A.: Officer since June 2012; Investor Relations Officer since October 2017.

Main activity of the company: Support to companies in which it holds interest, including carrying out studies and availability of funds.

 

Itauseg Participações S.A.: Officer since June 2012.

Main activity of the company: Holding company of non-financial institutions.

 

Dibens Leasing S.A. – Arrendamento Mercantil: Officer since August 2012; Investor Relations Officer since October 2017.

Main activity of the company: Lease operations.

 

Universidade de São Paulo: Full Professor of Accounting and Finance since 2002, teaching in graduate, master and PhD programs.

Main activity: Educational institution.

 

Brazilian Securities Commission (CVM): Commissioner from 2010 to 2012.

Main activity of the company: General public administration.

 

Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados: Consultant from 2008 to 2009. Main activity of the company: Law firm.

 

BM&F Bovespa S.A.: member of the Audit Committee in 2012. Main activity of the company: Regulatory body.

 

CETIP S.A. - Mercados Organizados (CETIP S.A. – The Organized Over-the-counter Market in Assets and Derivatives): Member of the Board of Directors since May 2013.

Main activity of the company: Organized over-the-counter markets managing company.

 

Accounting Standards Advisory Forum (ASAF) of the International Accounting Standards Board (IASB): member since 2010.

 

IRB Brasil Resseguros: member of the Board of Directors since 2015.

 

International Integrated Reporting Committee – IIRC: member since 2014 FEA-

 

USP: full professor.

 

EAESP-FGV: professor from 2001 to 2002.

 

 

 

 

Manchester Business School: professor in 2005.

 

London School of Economics: visiting professor.

 

Academic background: PhD in Accounting and Finance – Manchester Business School (2008); PhD in Controllership and Accounting from Universidade de São Paulo (USP) (2001); Bachelor’s degree in Accounting (1997) from Universidade de São Paulo (USP); and Bachelor’s degree in Law from Universidade de São Paulo (USP) in 2012.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Rodrigo Luís Rosa Couto - 882.947.650-15

 

Itaú Unibanco Holding S.A.: Officer since January 2012; Superintendent of Corporate Risk from February 2008 to December 2011. Main activity of the company: Holding company.

 

Banco Itaú BBA S.A.: Officer since June 2015. 

Main activity of the company: Multiple-service banking, with investment portfolio.

 

Dibens Leasing S.A. – Arrendamento Mercantil: Officer since January 2014. 

Main activity of the company: Lease operations.

 

Itaú Unibanco S.A.: Officer since December 2011. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

McKinsey & Company: Associate from September 2005 to February 2008. 

 

Central Bank of Brazil: Inspector from 1998 to 2003.

 

Financial Stability Institute of the BIS: did an internship when he took part in the development, and was a member of the teaching staff of a development course for banking supervisors of worldwide regulatory authorities from April to June 2003.

 

Academic background: Bachelor’s degree in Administration majoring in Finance from Universidade Federal do Rio Grande do Sul (1993-1997), and Master’s degree in Business Administration, Finance Major from The Wharton School, University of Pennsylvania (2003-2005).

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

 

 

 

 

Reinaldo Guerreiro – 503.946.658-72

 

Itaú Unibanco Holding S.A.: Alternate member of the Fiscal Council since June 2017. 

Main activity of the company: Holding company.

 

Petrobrás Distribuidora S.A.: Member of the Board of Directors since 2016; member of the Strategy Committee since 2016. 

Main activity of the company: Wholesaling of alcohol fuel, biodiesel, gas and other oil by-products, except for lubricants, which is not carried out by a retail transportation company.

 

Petróleo Brasileiro S.A.: Member of the Strategy Committee since 2016.

IBGC - Instituto Brasileiro de Governança Corporativa: Member of the Board of Directors since 2009. 

Main activity of the company: Associations for the defense of social rights.

 

FUSP - Fundação de Apoio a Universidade de São Paulo (Foundation for the Support to Universidade de São Paulo): Member of the Fiscal Council (from 2004 to 2016). Main activity of the company: Higher education – graduate and extensions courses.

 

Cia. de Saneamento Básico do Estado de São Paulo - SABESP: Member of the Board of Directors since 2007; independent member of the Audit Committee (from 2007 to 2017). 

Main activity of the company: Water collection, treatment and distribution.

 

Fipecafi - Fundação Instituto de Pesquisas Contábeis, Atuariais e Financeiras (Institute for Accounting, Actuarial and Financial Research Foundation): Permanent member of the Board of Trustees and Research Officer. 

Main activity of the company: Higher education – undergraduate and graduate courses.

 

(FEA-USP) School of Economics, Business Administration and Accounting from Universidade de São Paulo: Full Professor; Congregation Member; Head of the Accounting Department in two terms of office; Principal (from July 2010 to July 2014).

Main activity of the company: Higher education – undergraduate and graduate courses.

 

Academic background: Bachelor’s degree in Accounting from the School of Economics, Business Administration and Accounting from Universidade de São Paulo (FEAUSP) (1977); Master’s degree in Accounting from FEA-USP (1985); PhD in Comptrollership from FEA-USP (1990); Post-Doctoral degree in Comptrollership and Accounting from FEA-USP (1995).

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

João Moreira Salles – 295.520.008-58

 

Itaú Unibanco Holding S.A.: Member of the Board of Directors since June 2017. Member of the Strategy Committee since May 2017.

 

 

 

 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Banco Itaú BBA Creditanstalt S.A.: Economist (2002 to 2003). 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Iupar - Itaú Unibanco Participações S.A.: Member of the Board of Directors since 2015. 

Main activity of the company: Holding company.

 

Brasil Warrant Administração de Bens e Empresas S.A.: Officer (current position). 

Since 2013, co-responsible for the management of BW Gestão de Investimentos (BWGI) and member of the Investment (CO-CIO), Risk and Operations committees; member of the Advisory Board of Cambuhy Agrícola and responsible for monitoring other BWSA’s subsidiaries. 

Main activity of the company: Holding company of non-financial institutions.

 

Cambuhy Investimentos: Partner since 2013; member of the Investment Committee since 2013; member of the Board of Directors of the investee Parnaíba Gás Natural, from 2014 and 2017. 

Main activity of the company: Consulting on business management.

 

J.P. Morgan Chase, NY, USA: Investment Banker (from 2011 to 2013). 

ForeSee Asset Management, SP, Brasil: Chief Economist (from 2003 to 2005).

 

Academic background: Bachelor’s degree in Economics from INSPER (IBMEC-SP), São Paulo, Brazil (2003); Master’s degree from Columbia University, GSAS, NY, USA (2007); Master’s degree in Finance from Columbia University, GSB, NY, USA (2009); and PhD in Economics from Universidade de São Paulo, FEA, SP, Brazil (2012). Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Geraldo José Carbone – 952.589.818-00

 

Itaú Unibanco Holding S.A.: Member of the Board of Directors since June 2017; Member of the Board of Directors from August 2006 to April 2008; Member of the Capital and Risk Management Committee and Appointments and Corporate Governance Committee since May, 2017.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Itaú Unibanco S.A.: Executive Vice-President from April 2008 to April 2011. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Unibanco – União de Bancos Brasileiros S.A.: Executive Officer from November 2008 to October 2009.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

 

 

 

Banco Itaubank S.A.: Executive Vice-President from April 2009 to April 2011.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Itaú Vida e Previdência S.A.: Executive Vice-President from March 2009 to March 2011. 

Main activity of the company: Life insurance

 

G/xtrat Consultoria Econômica Ltda.: Managing Partner since 2011. 

Main activity of the company: Consulting on business management, except specific technical consultancy.

 

GC/Capital Empreendimentos e Participações Ltda.: Managing Partner since 2011.

Main activity of the company: Holding company of non-financial institutions.

 

Bank Boston: President from July 1997 to August 2006; Vice-President of the Asset Management Division from 1994 to 1997; Director of the Department of Economics and Investment Research Unit in Brazil from 1991 to 1994.

Main activity of the company: Multiple-service banking, with commercial portfolio. Bunge y Born: Chief Economist from 1982 to 1987.

 

Academic background: Bachelor´s degree in Economics from Universidade de São Paulo in 1978.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

The independent director is characterized by not having a business nor any other relationship with the Company, a company under the same control, the controlling stockholder or with a member of the management body that may (i) give rise to a conflict of interest; or (ii) impair his capacity and exemption in analysis and appreciation.

 

 

Amos Genish – 009.194.169-50

 

Itaú Unibanco Holding S.A.: Member of the Board of Directors since June 2017 (independent director); Member of the Personnel Committee since May 2017. Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Telefônica Brasil S.A.: Chief Executive Officer (May 2015 to November 2016); member of the Board of Directors (May 2015 to January 2017).

 

Global Village Telecom S.A.: Chief Executive Officer (1999 to 2015).

 

Vivendi S.A.: Member of the Management Board (2011 to 2012).

 

Amos has a long experience in the High Technology and Telecommunications sectors. He was Chief Executive Officer of Edunetics Ltd. (1995 to 1996), a software systems company with shares traded on NASDAQ until 1996, when it was purchased by National Education Corporation.

 

 

 

 

He held management positions in the Sindicato Nacional das Empresas de Telefonia e de Serviço Social Móvel Celular e Pessoal - SINDITELEBRASIL (National Association of Telephone and Mobile Services Companies), Innoweb Ltda., POP Internet Ltda. and GVT Participações S.A.

 

Amos was a member of the founding team of GVT in 1999, leading the company at the time of the successful IPO control acquisition process by Vivendi in 2009.

 

Academic background: Bachelor’s degree in Economics and Accounting from Tel-Aviv University, Israel.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

The independent director is characterized by not having a business nor any other relationship with the Company, a company under the same control, the controlling stockholder or with a member of the management body that may (i) give rise to a conflict of interest; or (ii) impair his capacity and exemption in analysis and appreciation.

 

 

Tatiana Grecco – 167.629.258-63

 

Itaú Unibanco Holding S.A.: Officer since June 2017. 

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Officer since July 2017; Superintendent of Investment Funds since June 2014, in the Itaú Asset Management area – Superintendence of Portfolio Solutions, responsible for the portfolio solutions management desk of Itaú Asset Management, which comprises the system, structured and smart beta funds, as well as funds and portfolios exclusive for Itaú clients of the Private, Corporate and Institutional segments; Superintendent of Investment Funds since January 2009, in the Itaú Asset Management area – Superintendence of Indexed Funds, responsible for the indexed funds management desk of Itaú Asset Management, which comprises both fixed income and variable income funds – funds and ETFs based on domestic and international indexes; Superintendence of Technical Reserves and Senior Portfolios Manager from October 2001 to December 2008, in the Itaú Asset Management area – Superintendence of Technical Reserves, responsible for the technical reserve management desk of insurance, capitalization companies and public and private pension plan entities of the Itaú Conglomerate. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Academic background: Bachelor’s degree in Civil Constuction Technology from UNESP - Universidade Estadual Paulista Julio de Mesquita Filho in 1995; Post-graduation degree in Business Administration from Universidade Ibirapuera in 1997; Finance Executive MBA from IBMEC Business School – SP in 2001; and Master’s degree in Business Administration from Fundação Getulio Vargas - SP in 2012.

 

Description of any of the following events that may have taken place over the last five years: i. any criminal conviction; ii. any conviction in an administrative proceeding of the CVM and the punishments applied; iii. any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him for the performance of any professional or commercial activity: NO.

 

 

Matias Granata - 228.724.568-56

 

Itaú Unibanco Holding S.A.: Officer since July 2014. 

Main activity of the company: Holding company.

 

 

 

 

Itaú Unibanco S.A.: Officer since July 2014; Superintendent of Market Risk from October 2010 to April 2014; Superintendent of Operational Risk from March 2009 to October 2010; Senior Treasury Trader – Proprietary Desk São Paulo from August 2007 to March 2009; Senior Treasury Trader – Proprietary Desk London from August 2004 to August 2007; Treasury Trader – Proprietary Desk, São Paulo from April 2003 to August 2004; Senior Economic Research Economist from May 2002 to April 2003. Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Academic background: Master of Arts – International Economic Policy. University of Warwick, UK. British Chevening Scholarship (2000-2001); Master’s degree in Economics from Universidad Torcuato Di Tella (UTDT), Argentina. (1998-2000), and Graduation Course in Economics at the Universidad de Buenos Aires (UBA), Argentina (1992-1997).

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Adriano Cabral Volpini - 162.572.558-21

 

Itaú Unibanco Holding S.A.: Officer since February 2015.

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Corporate Security Officer since April 2012; he previously acted as Superintendent of Prevention of Unlawful Acts from August 2005 to March 2012; Manager of Prevention of Unlawful Acts from January 2004 to July 2005; Inspection Manager from June 2003 to December 2003; Inspector from January 1998 to March 2003; Auditor from May 1996 to December 1997; Branch Operation Department from March 1991 to April 1996. He also holds a management position in many companies of the Itaú Unibanco Conglomerate.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Banco Itaú BBA S.A.: Officer since April 2016. 

Main activity of the company: Multiple-service banking, with investment portfolio. 

Dibens Leasing S.A. – Arrendamento Mercantil: Executive Officer from June 2012 to January 2014; and Officer since January 2014.

Main activity of the company: Lease operations.

 

Academic background: Bachelor’s degree in Communication from Fundação Armando Álvares Penteado – FAAP in 1995; postgraduate degree in Accounting and Financial Administration from Fundação Armando Álvares Penteado – FAAP from 1998 to 2000; MBA in Finance from the Brazilian Institute of Capital Markets (IBMEC) from 2000 to 2002.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

 

 

Álvaro Felipe Rizzi Rodrigues - 166.644.028-07

 

Itaú Unibanco Holding S.A.: Officer since April 2015; member of the Disclosure and Trading Committee since October 2014. 

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Officer since October 2014; Legal Superintendent from July 2008 to August 2014 and Legal Manager from March 2006 to July 2008, acting in the Coordination and Supervision of M&A (Mergers and Acquisitions) Legal Matters, Domestic Corporate Legal Matters and Corporate Governance, Corporate Paralegal Matters, Legal Matters – Contracts, Equity, Marketing, and Third Sector, and International Legal Matters (responsible for the matrix management of the legal teams of the Itaú Unibanco Conglomerate’s foreign units and for the follow up and assessment of the main legal matters regarding these units). 

Main activities of the company: Multiple-service banking, with commercial portfolio.

Tozzini Freire Advogados: He acted in the areas of Corporate Law and Contracts Law from August 1998 to February 2005. Main activity of the company: Legal services.

 

Academic background: Bachelor’s degree in Law from Law School of the Universidade de São Paulo (USP) in 1999. Specialization in Business Law from Pontifícia Universidade Católica of São Paulo (PUC-SP) in 2001 and Master’s degree (“Master at Laws” – LL.M.) from Columbia University School of Law New York – NY in 2004.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

José Virgilio Vita Neto - 223.403.628-30

 

Itaú Unibanco Holding S.A.: Officer since April 2015. 

Main activity of the company: Holding company

 

Itaú Unibanco S.A.: Officer since October 2011. 

Main activity of the company: Multiple-service banking, with commercial portfolio

 

União de Bancos Brasileiros S.A. He joined the bank in February 2000, working as a lawyer until June 2003, being responsible for the wholesale bank’s legal consulting area, particularly structured operations and real estate loans. From June 2003 to June 2008, he acted as Legal Manager, being responsible for the wholesale bank’s legal area, particularly structured operations, real estate loans, foreign exchange, derivatives and Project financing to 2005; retail legal consulting and administrative and investigative proceedings, including a consumer protection body. From June 2008 to October 2009, he acted as Legal Superintendent, responsible for retail legal consulting, administrative and investigative proceedings, litigation for major cases and class actions. In the Itaú Unibanco’s structure, he acted as Legal Superintendent in the period from December 2009 to March 2011, being responsible for Retail Legal Consulting, litigation for major cases and class actions, management of appeals in higher courts, administrative and investigative proceedings, tax administrative proceedings and criminal prosecution. 

Main activity of the company: Multiple-service bank with commercial portfolio

 

Academic background: Bachelor’s degree in Law from the Universidade de São Paulo in 2000; Master’s degree in Civil Law – Contracts from Universidad de Salamanca – Spain, in 2006, and PhD in Civil Law – Contracts from Universidade de São Paulo in 2007.

 

 

 

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Paulo Sergio Miron - 076.444.278-30

 

Itaú Unibanco Holding S.A.: Executive Officer since July 2015. 

Main activity of the company: Holding company.

 

Held positions in governance bodies: a member of the Audit Committee of Porto Seguro; a member of the Fiscal Council of Fundação Maria Cecilia Souto Vidigal; and an Executive Officer of Instituto Unibanco.

 

PricewaterhouseCoopers – São Paulo/SP: Partner from 1996 to 2015, and he was the leading partner in the audit of large Brazilian financial conglomerates, such as Unibanco – União de Bancos Brasileiros (1997 to 2000), Banco do Brasil (2001 to 2005) and Itaú Unibanco S.A. (2009 to 2013).

 

PricewaterhouseCoopers – Brasília/DF: Partner from 2001 to 2008, and in the period from 2004 to 2008, he was also the leading partner of the government services area of PwC Brasil, and from 1997 to 2008, he was the leading partner of the banking area of PwC Brasil.

 

He was the coordinator of the financial institution training area of PwC Brasil for over 10 years and university professor for a few years in courses related to the financial market.

 

Member of the Brazilian Institute of Accountants and speaker in a number of seminars related to financial instruments and auditing.

 

Academic background: Bachelor’s degrees in Accounting from Universidade São Judas Tadeu – São Paulo and in Economics from Universidade Mackenzie – São Paulo.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Leila Cristiane Barboza Braga de Melo - 153.451.838-05

 

Itaú Unibanco Holding S.A.: Executive Officer since April 2015; member of the Disclosure and Trading Committee since January 2012.

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Executive Officer since April 2015. Has 20 years` worth of experience working at the conglomerate, being currently responsible for the whole Legal Area, which comprises Legal Matters - Litigation, Legal Matters – Retail, Legal Matters – Wholesale, and Institutional and International Legal Matters, and is also in charge of the Ombudsman’s Office since 2014. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

 

 

 

Unibanco – União de Bancos Brasileiros S.A.: Deputy Officer from October 2008 to April 2009. She joined Unibanco in 1997, acting at Unibanco’s Legal Advisory department in operations involving banking products, credit cards, real estate and vehicle financing, and projects related to mergers and acquisitions, corporate restructuring and capital markets, among others. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

International Women’s Forum (IWF): Member.

 

W.I.L.L. – Women in Leadership in Latin America (an organization with international coverage that focuses on enhancing the individual and collective value of women in leadership positions in Latin America): Member.

 

Other experiences: 

Project Finance and Securities areas of Debevoise & Plimpton in New York. 

Women Up – Building a Global Leadership Community promoted by McKinsey & Company, Inc.

 

Academic background: Bachelor’s degree in Law from the Law School of Universidade de São Paulo, Specialization in Corporate Law and Capital Markets from the Brazilian Institute of Capital Markets (IBMEC), and Fundamentals of Business Law from the New York University (NYU).

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Márcio de Andrade Schettini - 662.031.207-15

 

Itaú Unibanco Holding S.A.: Director-General since July 2015. 

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Director-General since April 2015; Vice-President from November 2008 to March 2015. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Unibanco – União de Bancos Brasileiros S.A.: Executive Vice-President from April 2004 to April 2009. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Academic background: Bachelor’s degree in Engineering and Master’s degree in Business Administration from Pontifícia Universidade Católica of Rio de Janeiro, where he specialized in mathematical models. Master’s degree from University of London. He also attended the (OPM) Program at Harvard University.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

 

 

  

 

Marco Ambrogio Crespi Bonomi - 700.536.698-00

 

Itaú Unibanco Holding S.A.: Member of the Board of Directors since June 2017 and Director-General from July 2015 to April 2017. Member of the Personnel Committee and the Appointments and Corporate Governance Committee since May 2017.

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Director-General since April 2015; Vice-President from April 2007 to March 2015; Executive Officer from April 2004 to April 2007; Senior Managing Officer from October 2000 to April 2004; Managing Officer from August 1998 to October 2000.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Unibanco – União de Bancos Brasileiros S.A.: Executive Officer from November 2008 to June 2014.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

ACREFI – Associação Nacional das Instituições de Crédito, Financiamentos e Investimento (Brazilian Association of Credit, Financing and Investment Institutions): Vice-President since April 2004.

 

Academic background: Bachelor’s degree in Economics from FAAP - Fundação Armando Álvares Penteado-SP (1978), Financial Executive Advanced Course from Fundação Getúlio Vargas - FGV in 1982 and Capital Markets course at New York University in 1984.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Emerson Macedo Bortoloto - 186.130.758-60

 

Itaú Unibanco Holding S.A.: Officer since November 2011.

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: he joined Itaú Unibanco S.A. in July 2003, assuming positions in the Internal Audit Department. Since 2008, he is responsible for evaluating processes related to market, credit and operational risks, in addition to project audit and continuous audit. He was also responsible for audits in the processes of information technology and retail credit analysis and granting.

 

Academic background: Bachelor’s degree in Data Processing Technology from Faculdades Integradas Tibiriçá and postgraduate degree in Audit and Consulting in Information Security from FASP – Faculdades Associadas de São Paulo. In 2004, he obtained the CISA certification issued by ISACA. MBA in Internal Auditing from Fundação Instituto de Pesquisas Contábeis, Atuárias e Financeiras (FIPECAFI).

 

 

 

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Eduardo Hiroyuki Miyaki - 159.822.728-92

Itaú Unibanco Holding S.A.: Officer since August 2011.

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Officer since April 2017; Officer from May 2010 to August 2011.

 

Acted as a Manager of the Money Laundering and Frauds Prevention program of Itaú Unibanco from 1996 to 2003. He was the manager responsi ble for the Internal Audit Department of the Asset Management and Treasury areas from 2003 to 2004 and worked in the coverage of risks of Capital Markets, Insurance, Pension Plans and Securities areas as an Internal Audit Superintendent from 2005 to 2010. He was responsible for the internal audit activities of the wholesale banking, wealth management and international units from May 2010 to February 2017, when he started to coordinate the Operational Risk Control and Internal Controls departments of Itaú Unibanco Holding Financeira up to this date.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Banco Itaú BBA S.A.: Officer since April 2017.

Main activity of the company: Multiple-service banking, with investment portfolio.

 

Academic background: Bachelor’s degree in Civil Engineering from Universidade de São Paulo in 1994, with specialization in Sanitation from the Federal University of Gundai, Japan, completed in 1996, and specialization in Business Administration from CEAG at Fundação Getúlio Vargas, completed in July 1998. In May 2003, he obtained a MBA in Finance and International Business from Leonard Stern School of Business – New York University.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Fernando Barçante Tostes Malta - 992.648.037-34

 

Itaú Unibanco Holding S.A.: Executive Officer since April 2016.

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Executive Officer since March 2015, working for the Executive Boards of Office of Internal Controls and Compliance from March 2016 up to this date; and of the Cards Operations, Rede (Redecard), Mortgage Loans, Vehicle Financing, Consortia, Collection, Legal Operations, and all active customer services of Itaú Unibanco from February 2015 to February 2016. Was also an Officer in Customer Service, Operations and Card Services, Mortgage Loans, Vehicle Financing, Consortia, Insurance and Capitalization Operations from March 2013 to January 2015; a Customer Service, Operations and Services Officer of Consumer Credit (Cards and Financing Companies) from

 

 

 

 

May 2011 to February 2013; Customer Service Officer of the Consumer Credit department (Cards and Financing Companies) from February 2009 to April 2011; and a Channel and CRM Officer (Unibanco, prior to the merger) from December 2004 to January 2009). He started this journey in 1988, working in many different positions.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Unibanco – União de Bancos Brasileiros S.A.: from 1995 to 2008. Management in the areas of Channels, Branches, Institutional Portfolio and participation in a number of projects/ initiatives. Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Also acted as Alternate Board Member in Tecnologia Bancária S.A., and as a Deputy Board Member in Luizacred S.A. Sociedade de Crédito, Financiamento e Investimento; and as an Alternate

Board member in Financeira Itaú CBD Crédito, Financiamento e Investimento, and in Banco Carrefour S.A.

 

Academic background: Bachelor’s degree in Information Technology from PUC Rio de Janeiro, MBA from Fundação Dom Cabral in 1988, and extension course in Strategy from Kellogg School of Management (FDC) in 2003; extension course in Banking Management from the Swiss Finance Institute in 2011; a College Professor in Information Technology from PUC Rio de Janeiro.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

André Sapoznik - 165.085.128-62

 

Itaú Unibanco Holding S.A.: Managing Vice-President since December 2016 Main activity of the company: Holding company. 

Itaú Unibanco S.A: Vice President since December 2016; Executive Officer from December 2011 to December 2016; Officer from April 2009 to December 2011. He joined Unibanco in 1998. Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Academic background: Bachelor’s degree in Production Engineering from the Polytechnic School of the Universidade de São Paulo and MBA from Stanford University Graduate School of Business.

 

Description of any of the following events that may have taken place over the past five years: i - any criminal conviction; ii - any conviction in an administrative proceeding of the CVM and the penalties applied; iii - any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him for the performance of any professional or commercial activity: NO.

 

 

Atilio Luiz Magila Albiero Junior - 213.021.358-80

 

Itaú Unibanco Holding S.A.: Officer since April 2016.

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Officer since June 2015.

 

 

 

 

Financial Planning Superintendent from March 2011 to May 2014, mainly involved in budgeting, closing of monthly results, generation of P&L in several levels, Retail Planning Superintendent from May 2008 to February 2011, mainly involved in budgeting, capacity models, AGIR of the operational and projects area, Company Products Superintendent from January 2007 to April 2008, responsible for the Companies and Cash Management electronic channels; Company Products manager from May 2002 to December 2006; Company Products Analyst from January 2000 to April 2002; Intern from September 1999 to December 1999. Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Investimentos Bemge S.A.: Officer since April 2017. 

Main activity of the company: Support to companies in which it holds interest, including carrying out studies and availability of funds.

 

Academic background: Bachelor’s degree from Electronic Engineering from Instituto Tecnológico de Aeronáutica (ITA) from 1995 to 1999; Lato sensu post-graduation degree in Business Administration from Fundação Getúlio Vargas – EAESP from 2000 to 2002; MBA majoring in Finance from Massachusetts Institute of Technology (MIT) from 2004 to 2006.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Gilberto Frussa - 127.235.568-32

 

Itaú Unibanco Holding S.A.: Officer since April 2016.

Main activity of the company: Holding company.

 

Dibens Leasing S.A. – Arrendamento Mercantil: Officer since June 2017.

Main activity of the company: Lease operations.

 

Banco Itaú BBA S.A.: Officer since June 2017; Officer from June 2006 to February 2016.Lawyer from April 1995 to June 2006. 

Main activity of the company: Multiple-service banking, with investment portfolio.

 

Itaú Unibanco S.A.: Officer since April 2014; Currently Corporate Compliance Officer since March 2017. Mr. Frussa acted as the Legal Officer of Retail Products and Business from April 2016 to March 2017.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Carvalho Pinto, Monteiro De Barros, Frussa & Bohlsen – Advogados: Partner of the law firm, responsible for the banking law area from October 1993 to April 1995.

 

Banco BBA-Creditanstalt S.A.: Lawyer, from October 1989 to October 1993.

Main activity of the company: Multiple-service banking, with investment portfolio.

 

Pinheiro Neto – Advogados: Law trainee and legal assistant in the Contracts and Intellectual Property areas from September 1986 to May 1989.

 

 

 

  

Other experiences:

 

Brazilian Financial and Capital Markets Association (ANBIMA): Chairman of the Legal Matters Committee from 2012 to 2015.

 

Appeals Council for the National Financial System (CRSFN): Effective member from 2000 to 2003 as a representative of the ANBID (National Association of Investment Banks), and as a representative from ANBIMA from 2011 to 2013.

 

Academic background: Bachelor’s degree in Law from Universidade de São Paulo in 1989.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Sergio Mychkis Goldstein - 282.310.718-57

 

Itaú Unibanco Holding S.A.: Officer since April 2016. 

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Officer since December 2015. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Banco Itaú BBA S.A.: Officer since December 2015;

Responsible for the Whosale Legal Department and Tax Advisory, acting in the ollowing legal business lines/areas:

(i)Investment Banking: coordinating the performance of services to fixed income, variable income, M&A and structured operations;
(ii)Treasury: coordinating the performance of services to treasury operations, mainly funding from retail, private, and investors segments;
(iii)Wealth Management Services: coordinating the performance of the service to asset management operations of the Itaú Group, of the Private Banking, and custody, management and own and third parties’ fund management activities;
(iv)Mandatory funds and onlending: coordinating the performance of services to corporate banking demands for mandatory fund operations (rural and real estate) and onlending of funds from BNDES and other external lines funded;
(v)Debt restructuring: coordinating the performance of the service to debt restructuring demands in corporate and middle-market segments, basically acting in restructuring of contracts – out of court;
(vi)Cross border loans/F/X: coordinating the performance of services to demands for granting foreign and cross border loans;
(vii)High volumes: coordinating the performance of services to demands for lending banking products, such as working capital, sales, purchase, assignment, and discount operations.
(viii)Tax advisory and litigation

Main activity of the company: Multiple-service banking, with investment portfolio.

 

 

 

 

Academic background: Bachelor’s degree in Law from Pontifícia Universidade Católica (PUC) of São Paulo (SP) in 2000 and Master’s degree in Banking and Finance from the Boston University School of Law, Boston (MA) in 2004.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Eduardo Mazzilli de Vassimon - 033.540.748-09

 

Itaú Unibanco Holding S.A.: General Director since December 2016; Vice-President from April 2015 to December 2016; Executive Officer from March 2013 to April 2015. Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: General Director since December 2016, Managing Vice-President from March 2013 to December 2016. Exchange General Manager from 1980 to 1990. Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Banco Itaú BBA S.A.: CEO since December 2016; Member of the Board of Directors from November 2004 to April 2015, and Vice-Chairman from November 2004 to December 2008, in charge of the following departments: international, financial institutions, products, customer service and treasury. 

Main activity of the company: Multiple-service banking, with investment portfolio. 

 

Banco Itaú BMG Consignado S.A.: Member of the Board of Directors from May 2013 to December 2016.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Investimentos Bemge S.A.: Member of the Board of Directors since February 2013 to April 2017. 

Main activity of the company: Holding company of non-financial institutions.

 

Dibens Leasing S.A. – Arrendamento Mercantil: Member of the Board of Directors from April 2015 to June 2017. 

Main activity of the company: Lease operations

 

Banco BBA-Creditanstalt S.A.: Deputy Foreign Exchange Officer from 1990 to 1991; International Department Officer from 1992 to 2003. Main activity of the company: Multiple-service banking, with investment portfolio.

 

Academic background: Bachelor’s degrees in Economics from School of Economics of USP in 1980; in Business Administration from Fundação Getúlio Vargas in 1980; Post-graduation degree from EAESP/FGV in 1982. École dês Hautes Études Commerciales – France in 1982.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

 

 

Fábio Colletti Barbosa - 771.733.258-20

 

Itaú Unibanco Holding S.A.: member of the Board of Directors since July 2015 (independent director); a member of the Personnel Committee, Appointments and Corporate Governance Committee, and Strategy Committee since April 2015. Chairman of the Related Parties Committee since May 2017.

Main activity of the company: Holding company.

 

Natura Cosméticos S.A.: Member of the Board of Directors since May 2017 (independent director).

Main activity of the company: Wholesale business of cosmetics and beauty products.

 

Cia.Hering: Member of the Board of Directors since May 2017 (independent director).

Main activity of the company: Manufacturing of cotton woven and knitted clothing, except for socks.

 

Abril Comunicações S.A.: President from September 2011 to March 2014.

Main activity of the company: Printing of books, magazines and other periodicals.

 

Banco Santander (Brasil) S.A.: Chairman of the Board of Directors from January 2011 to September 2011.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Banco Santander S.A.: Chairman of the Board of Directors from August 2008 to December 2010.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Banco Real S.A.: Chief Executive Officer from 1998 to 2008.

Main activity of the company: Multiple-service banking, with commercial portfolio.

Fundação OSESP: Chairman of the Board of Directors since 2012.

 

Insper - Instituto de Ensino e Pesquisa: Member of the Governing Council since 2010.

 

UN Foundation (Fundação das Nações Unidas – USA): Board member since 2011.

 

Instituto Empreender Endeavor: Board member since 2008.

 

Almar Participações S.A.: Board member since 2013.

 

Gávea Investments: Member of the Investment Committee since September 2015.

 

Academic background: Bachelor’s degree in Economics from School of Economics of Fundação Getúlio Vargas of São Paulo, and Master’s degree in Business Administration from Institute for Management Development, of Lausanne.

 

 

 

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

The independent director is characterized by not having a business nor any other relationship with the Company, a company under the same control, the controlling stockholder or with a member of the management body that may (i) give rise to a conflict of interest; or (ii) impair his capacity and exemption in analysis and appreciation.

 

 

Gustavo Jorge Laboissière Loyola - 101.942.071-53

 

Itaú Unibanco Holding S.A.: member of the Board of Directors since July 2006 (independent director); President of the Audit Committee since June 2017; President of the Audit Committee from September 2008 to April 2014; Member of the Audit Committee from May 2007 to November 2008; member of the Capital and Risk Management Committee since July 2008; member of the Related Parties Committee since April 2013; and member of the Compensation Committee since June 2016; member of the Fiscal Council from March 2003 to April 2006.

Main activity of the company: Holding company.

 

Tendências Consultoria Integrada S/S Ltda.: Partner since November 2002.

Main activity of the company: Consultancy.

 

Tendências Conhecimento Assessoria Econômica Ltda.: Partner since July 2003.

Main activity of the company: Consultancy.

 

Gustavo Loyola Consultoria S/C: Managing Partner since February 1998.

Main activity of the company: Consultancy on Economics.

 

Central Bank of Brazil: Governor from November 1992 to March 1993 and from June 1995 to November 1997 Deputy Governor of the National Financial System Regulation and Organization from March 1990 to November 1992.

Main activity of the company: Federal government agency.

 

Academic background: Bachelor’s degree in Economics from Universidade de Brasília, in 1979. PhD in Economics from Fundação Getúlio Vargas – Rio de Janeiro, in 1983.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

The independent director is characterized by not having a business nor any other relationship with the Company, a company under the same control, the controlling stockholder or with a member of the management body that may (i) give rise to a conflict of interest; or (ii) impair his capacity and exemption in analysis and appreciation.

 

 

José Galló - 032.767.670-15

 

Itaú Unibanco Holding S.A.: member of the Board of Directors since April 2016 (independent director) and member of Personnel Committee since June 2016.

 

 

 

 

Main activity of the company: Holding company.

 

Lojas Renner S.A.: member of the Board of Directors since 1998, acting as the Chairman of that Board from 1999 to 2005; Chief Executive Officer from March 1999; Superintendent Director from September 1991 to March 1999.

Main activity of the company: Chain of apparel department stores

 

Renner Administradora de Cartões de Crédito Ltda.: Officer since September 2005.

Main activity of the company: Credit card operator, exclusively for customers of Lojas Renner S.A.

 

Dromegon Participações Ltda.: Officer since September 2005.

Main activity of the company: Holding company of non-financial institutions.

 

LR Investimentos Ltda.: Officer since August 2008.

Main activity of the company: Holding company of non-financial institutions.

 

Realize Participações S.A.: Officer since December 2015.

Main activity of the company: Other special partnerships, except for holding companies.

 

Realize Crédito, Financiamento e Investimento S.A.: Chief Executive Officer from December 2016 to August 2017.

Main activity of the company: Credit, financing and financial investment services

 

Instituto Lojas Renner: member of the Board of Directors since June 2008.

Main activity of the company: Association activities.

Rumos Consultoria Empresarial Ltda.: Officer since March 1987.

Main activity of the company: Advisory in business management, except for specific technical advisory services.

 

SLC Agrícola S.A.: member of the Board of Directors since April 2007 to May 2016.

Main activity of the company: Agriculture supporting activities.

 

Localiza Rent a Car S.A.: member of the Board of Directors since October 2010.

Main activity of the company: Car rental and fleet management.

 

IDV - Instituto para Desenvolvimento do Varejo: member of the Board of Directors since July 2004.

Main activity of the company: Other professional association activities.

 

Câmara de Dirigentes Lojistas (Retail Managers Chamber) of Porto Alegre: Vice-Chairman since June 2004.

Main activity of the company: Organization of trade and business association activities.

 

 

 

 

Academic background: Bachelor's degree in Business Administration from Escola de Administração de Empresas de São Paulo - Fundação Getúlio Vargas in 1974.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

The independent director is characterized by not having a business nor any other relationship with the Company, a company under the same control, the controlling stockholder or with a member of the management body that may (i) give rise to a conflict of interest; or (ii) impair his capacity and exemption in analysis and appreciation.

 

 

Pedro Luiz Bodin de Moraes - 548.346.867-87

 

Itaú Unibanco Holding S.A.: member of the Board of Directors since February 2009 (independent director); member of the Capital and Risk Management Committee since August 2009, being President since July 2012; member of the Compensation Committee since February 2011, and member of the Related Parties Committee since April 2013. Main activity of the company: Holding company.

 

Cambuhy Investimentos Ltda.: Partner since 2011.

Main activity of the company: Portfolio management and fund management services.

 

Ventor Investimentos Ltda.: Partner since 2009.

Main activity of the company: Portfolio management and fund management by contract or commission services.

 

Unibanco – União de Banco Brasileiros S.A.: member of the Board of Directors from July 2003 to December 2008.

Main activity of the company: Multiple-service bank with commercial portfolio.

 

Central Bank of Brazil: Monetary Policy Director from 1991 to 1992. Main activity of the company: Federal government agency.

 

Banco Nacional de Desenvolvimento Econômico e Social – BNDES (Brazilian Social and Economic Development Bank): Director from 1990 to 1991. Main activity of the company: Development bank.

 

Banco Icatu S.A.: Director and Partner from 1993 to 2002. 

Main activity of the company: Multiple-service bank with commercial portfolio.

 

Icatu Holding S.A.: Director from 2002 to 2003 and Partner since 2003. Main activity of the company: Holding company. 

Academic background: Bachelor’s and master’s degrees in Economics from Pontifícia Universidade Católica of Rio de Janeiro (PUC-Rio). PhD in Economics from the Massachusetts Institute of Technology (MIT).

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

 

 

The independent director is characterized by not having a business nor any other relationship with the Company, a company under the same control, the controlling stockholder or with a member of the management body that may (i) give rise to a conflict of interest; or (ii) impair his capacity and exemption in analysis and appreciation.

 

 

Pedro Moreira Salles - 551.222.567-72

 

Itaú Unibanco Holding S.A.: Co-chairman of the Board of Directors since April 2017; Chairman of the Board of Directors from August 2009 to April 2017 (non-executive director); Chairman of the Appointments and Corporate Governance Committee, and of the Personnel Committee since August 2009 and of the Compensation Committee from February 2011 to May 2017; Member of the Strategy Committee since 2009, acting as President from August 2009 to 2016; Executive Vice-President from November 2008 to August 2009. 

Main activity of the company: Holding company.

 

Banco Itaú BBA S.A.: Vice-Chairman of the Board of Directors from February 2010 to April 2012. 

Main activity of the company: Multiple-service banking, with investment portfolio.

 

Unibanco – União de Bancos Brasileiros S.A.: Member of the Board of Directors from December 1989 to July 1990; Vice-Chairman of the Board of Directors from July 1990 to December 2008; Chairman from September 2004 to November 2008; Vice-Chairman from November 2008 to Octuber 2009.

Main activity of the company: Multiple-service bank with commercial portfolio.

 

Unibanco Holdings S.A.: Vice-chairman of the Board of Directors from March 2008 to November 2008 and Chief Executive Officer from March 2007 to November 2008. Main activity of the company: Holding company.

 

Unibanco Seguros S.A.: Chairman of the Board of Directors from December 1995 to February 2009.

Main activity of the company: Insurance.

 

E. Johnston Representação e Participações S.A.: Chairman of the Board of Directors from 2001 to February 2009. 

Main activity of the company: Holding company.

 

Companhia E. Johnston de Participações: Chairman of the Board of Directors since 2008 and Chief Executive Officer since 2008. 

Main activity of the company: Holding company.

 

IUPAR - Itaú Unibanco Participações S.A.: CEO since June 2015; Member of the Board of Directors from November 2008 to June 2015, and Chairman of the Board of Directors from November 2008 to April 2012. 

Main activity of the company: Holding company.

 

Porto Seguro S.A.: Vice-chairman of the Board of Directors from November 2009 to March 2012.

Main activity of the company: Holding company.

 

Totvs S.A.: Member of the Board of Directors from March 2010 to September 2017.

 

 

 

 

Main activity of the company: Communication and Technology.

 

FEBRABAN: Chairman of the Board of Directors since March 2017.

 

Academic background: Bachelor’s degrees, magna cum laude in Economics and History from the University of California, Los Angeles, and he attended the International Relations program at Yale University and the Owner/President Management (OPM) Program at Harvard University.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Ricardo Villela Marino - 252.398.288-90

 

Itaú Unibanco Holding S.A.: : Member of the Board of Directors since June 2008 (Executive Director); member of the Personnel Committee from August 2009 to April 2015; member of the Capital and Risk Management Committee from June 2008 to April 2009 and member of the Strategy Committee since June 2010. 

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Executive Vice-President since August 2010; Executive Officer from September 2006 to August 2010; Senior Managing Officer from August 2005 to September 2006; Managing Officer from December 2004 to August 2005. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Itaúsa – Investimentos Itaú S.A.: Alternate member of the Board of Directors since April 2011 and member of the Investment Policies Committee from August 2008 to April 2011. Main activity of the company: Holding company.

 

Duratex S.A.: Alternate member of the Board of Directors since April 2009. 

Main activity of the company: Manufacturing, sale, import, and export of wood byproducts, bathroom fittings, and ceramics and plastic materials.

 

Elekeiroz S.A.: Alternate member of the Board of Directors since April 2009. 

Main activity of the company: Manufacturing of intermediate products for plasticizers, resins and fibers.

 

Itautec S.A.: Alternate member of the Board of Directors since April 2009. 

Main activity of the company: ownership interest in other companies in Brazil and abroad, particularly in those that operate in the manufacturing and sale of banking and commercial automation equipment, and provision of services.

 

Academic background: Bachelor’s degree in Mechanical Engineering from Escola Politécnica of the Universidade de São Paulo (USP) in 1996, Master’s degree in Business Administration from MIT Sloan School of Management, Cambridge, USA, in 2000.

 

 

 

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Alfredo Egydio Setubal - 014.414.218-07

 

Itaú Unibanco Holding S.A.: member of the Board of Directors since June 2007 (non-executive director); Managing Vice-President from March 2003 to March 2015 and Investor Relations Officer from March 2003 to February 2015; member of the Disclosure and Trading Committee since November 2008, and Chairman from November 2008 to February 2015; member of the Appointments and Corporate Governance Committee since August 2009; member of the Capital and Risk Management Committee from April 2015 to May 2017; member of the Personnel Committee since April 2015 and of the Accounting Policies Committee from May 2008 to April 2009.

Main activity of the company: Holding company.

 

Investimentos Bemge S.A.: Chairman of the Board of Directors from April 2008 to April 2013. 

Main activity of the company: Support to companies in which it holds interest, including carrying out studies and availability of funds.

 

Itaú Unibanco S.A.: Vice-President from April 1996 to March 2015; Investor Relations Officer from 1995 to 2003; Executive Officer from May 1993 to June 1996; Managing Officer from 1988 to 1993. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Itaúsa – Investimentos Itaú S.A.: .: Chief Executive Officer and Investor Relations Officer since May 2015; Vice-Chairman of the Board of Directors since September 2008; Coordinator since May 2015 and member of Ethics, Disclosure and Trading Committees since May 2009 and Investment Policies Committee from August 2008 to April 2011. Main activity of the company: Holding company.

 

Associação Nacional dos Bancos de Investimentos – ANBID (National Association of Investment Banks): Vice-President from 1994 to August 2003 and President from August 2003 to August 2008;

 

Associação da Distribuidora de Valores – ADEVAL (Association of Broker-Dealers): member of the Advisory Board since 1993;

 

Associação Brasileira das Companhias Abertas – ABRASCA (Brazilian Association of Listed Capital Companies): member of the Management Board since 1999;

 

Instituto Brasileiro de Relações com Investidores – IBRI (Brazilian Institute of Investors Relations): member of the Board of Directors from 1999 to 2009 and Chairman of President of the Superior Guidance, Nomination and Ethics Committee since 2009;

 

São Paulo Museum of Modern Art – MAM: Financial Officer since 1992.

 

Academic background: Bachelor’s degree in 1980 and postgraduate degree in Business Administration from Fundação Getúlio Vargas, with a specialization course at INSEAD (France).

 

 

 

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Candido Botelho Bracher - 039.690.188-38

 

Itaú Unibanco Holding S.A.: Chief Executive Officer since June 2017; Director-General of the Wholesale Banking from July 2015 to May 2017; Vice-President from August 2005 to June 2015; member of the Board of Directors from February 2009 to April 2017 (executive director); member of the Personnel Committee from August 2009 to April 2015, member of the Capital and Risk Management Committee from June 2008 to April 2017, and member of the Strategy Committee from April 2015 to Abril 2017. 

Main activity of the company: Holding company.

 

Banco Itaú BBA S.A.: Vice-Chairman of the Board of Directors from March 2013 to April 2015; Chief Executive Officer from August 2005 to February 2015; Vice-President from February 2003 to August 2005. 

Main activity of the company: Multiple-service banking, with investment portfolio.

 

BM&F Bovespa S.A.: member of the Board of Directors from April 2009 to June 2014. 

Main activity of the company: Commodities and futures exchange.

 

Pão de Açúcar – Companhia Brasileira de Distribuição: Alternate member of the Board of Directors from September 1999 to June 2005; member of the Board of Directors from June 2005 to March 2013.

Main activity of the company: Retail business.

 

Banco Itaú BBA Creditanstalt S.A.: Officer and partner (1988 to 2003) 

Main activity of the company: Multiple service banking, with investment portfolio.

 

Academic background: Bachelor’s degree in Business Administration from Escola de Administração de Empresas de São Paulo of Fundação Getúlio Vargas in 1980.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Roberto Egydio Setubal - 007.738.228-52

 

Itaú Unibanco Holding S.A.: Co-chairman of the Board of Directors since June 2017; Vice-Chairman of the Board of Directors (executive director) from March 2003 to April 2017, and Chief Executive Officer from November 1995 to April 2017, Chairman of the International Advisory Board from March 2003 to April 2009; member of the Strategy Committee since August 2009; Member of the Personnel Committee from August 2009 to May 2017; Member of the Capital and Risk Management Committee since June 2008; member of the Appointments and Compensation Committee from May 2006 to April 2009; and member of the Accounting Policies Co mmittee from May 2008 to April 2009. 

Main activity of the company: Holding company.

 

 

 

  

Royal Dutch Shell (Holanda): Member of the Board of Directors and of the Audit Committee Conselho de Administração e do Comitê de Auditoria desde outubro de 2017.

 

Itaú Unibanco S.A.: Chief Executive Officer from April 1994 to March 2015; Director-General from July 1990 to April 1994; member of the Board of Directors from May 1991 to March 2003. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Banco Itaú BBA S.A.: Chairman of the Board of Directors from November 2004 to April 2015.

Main activity of the company: Multiple-service banking, with investment portfolio.

 

Unibanco – União de Bancos Brasileiros S.A.: Chief Executive Officer from November 2008 to April 2011. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Itauseg Participações S.A.: Chairman of the Board of Directors from July 2005 to April 2013; Chief Executive Officer from March 2005 to July 2008. Main activity of the company: Holding company.

 

Itaúsa – Investimentos Itaú S.A.: Vice-President since May 1994; Chairman of the Accounting Policies Committee from August 2008 to April 2011.

Main activity of the company: Holding company.

 

President of the Brazilian Federation of Banks (FENABAN) and Brazilian Federation of Bank Associations (FEBRABAN) from April 1997 to March 2001;

President of the Advisory Board of the Brazilian Federation of Bank Associations (FEBRABAN) from October 2008 to March 2017; 

Member of the Board of the International Monetary Conference since 1994;

Member of the International Advisory Committee of the Federal Reserve Bank of New York since 2002; 

Member of the Trilateral Commission and International Board of the New York Stock Exchange – NYSE since April 2000;

Member of the China Development Forum since 2010; Co-Chair of the WEF 2015 (World Economic Forum) since 2015.

Member of Economic and Social Development Council of the Presidency of the Republic (CDES), since November 2016.

 

Academic background: Bachelor’s degree in Production Engineering from Escola Politécnica of Universidade de São Paulo, in 1977, and a Master’s degree in Science Engineering from Stanford University, in 1979.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Alkimar Ribeiro Moura - 031.077.288-53

 

Itaú Unibanco Holding S.A.: Effective member of the Fiscal Council since April 2016, Chairman of the Fiscal Council from August 2016 to June 2017; Member of the Audit Committee from May 2010 to July 2015. 

Main activity of the company: Holding company.

 

 

 

 

Escola de Administração de Empresas de São Paulo (Business Administration School) of the Fundação Getúlio Vargas – São Paulo: Retired Economics Professor. Main activity of the company: Educational institution.

 

Cetip S.A. Mercados Organizados: (the organized over-the-counter market in assets and derivatives):Independent member of the Board of Directors from May 2012 to March 2017, and coordinating member of the Audit Committee from November 2013 to March 2017. Main activity of the company: Management of organized over-the-counter markets.

 

BM&F Bovespa S.A.: Market Supervision: Independent member of the Supervision Board from October 2007 to September 2010.

Main activity of the company: Regulatory body.

 

Banco do Brasil S.A.: Chairman of the Investment Banking from April 2001 to January 2003; Vice Chairman of Finance and Capital Markets from April 2001 to January 2003. Main activity of the company: Multiple-service banking.

 

Central Bank of Brazil: Standards and Financial System Organization Officer from February 1996 to September 1997; Monetary Policy Officer from February 1994 to February 1996; Public Debt and Open Market Transactions Officer from January 1987 to January 1988. 

Main activity of the company: Federal government agency.

 

Banco Pirelli-Fintec: Officer from March 1988 to March 1993.

Main activity of the company: Multiple-service banking.

 

Academic background: Bachelor’s degree in Economics from Universidade Federal de Minas Gerais, Belo Horizonte, in 1963. Master of Arts from University of California, Berkeley, in 1966, PhD in Applied Economics from Stanford University, California in 1978.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Eduardo Azevedo do Valle - 598.809.967-04

 

Itaú Unibanco Holding S.A.: Alternate member of the Fiscal Council since April 2016. 

Main activity of the company: Holding company.

 

Praxair Distribution, Inc: Vice President from January 1999 to August 2003. 

Main activity of the company: Production and distribution of industrial and medicinal gases, as well as the sale of welding and cutting materials and equipment throughout the USA and Canada.

 

Asco Participações do Brasil: Chief Executive Officer from March 2012 to August 2014. 

Main activity of the company: Port and logistics support to oil exploration and production.

 

 

 

 

White Martins Gases Industriais S.A.: Marketing Officer from September 2003 to January 2005; Logistics Officer from January 2005 to August 2006; Gas Distribution and Production Manager from January 1995 to December 1998; Financial Administration Manager from January 1991 to December 1992. 

Main activity of the company: Production and distribution of industrial and medicinal gases, as well as the sale of welding and cutting materials and equipment and high-pressure cylinders in Brazil and South America.

 

Portuária – Porto do Forno RJ: member of the Board of Directors from February 2008 to March 2010. Main activity of the company: Port and maritime support activities.

 

Abitam – Associação Bras. Ind. de Tubos de Aços Metálicos: Officer from May 2010 to December 2012. Main activity of the company: Trade association of Brazilian manufacturers of steel pipes.

 

Apolo Tubulars S.A.: Chief Executive Officer from April 2010 to December 2012. 

Main activity of the company: Production of steel pipes for the oil and gas industry.

 

Brasco Logística Offshore: Executive Officer from January 2007 to March 2010. 

Main activity of the company: Port and logistics support to oil exploration and production.

 

Academic background: Bachelor's degree in Business Administration from UERJ in 1980; Bachelor's degree in Electric Engineering from IME in 1980; MBA in Global Leaders Program from Praxair, Inc., in 2000, and postgraduate degree in Business Management of Oil and Gas Exploration and Production from the Instituto Brasileiro de Petróleo - IBP in 2010.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Carlos Roberto de Albuquerque Sá - 212.107.217-91

 

Itaú Unibanco Holding S.A.: Effective member of the Fiscal Council since April 2016; Alternate member of the Fiscal Council from April 2015 to April 2016.

Main activity of the company: Holding company.

 

Marfrig S.A.: Effective member of the Fiscal Council from 2016 to 2017; alternate member of the Fiscal Council from March 2011 to October 2012.

Main activity of the company: Corporate management advisory services, except specific technical advisory services.

 

Lojas Marisa S.A.: Coordinator of the Audit Committee since 2012. 

Main activity of the company: Retail business of apparel and accessories items.

 

Moinhos Paulista S.A.: Coordinator of the Audit Committee since 2016. 

Main activity of the company: Wheat milling and production of by-products.

 

 

 

 

Castrol do Brasil Ltda.: Financial Officer from March 1991 to December 1994.

Main activity of the company: Production of basic petrochemical products.

 

Schlumberger Serviços de Petróleo Ltda.: Controller from March 1986 to December 1988. 

Main activity of the company: Supporting activities for oil and natural gas extraction.

 

Det Norske Veritas: Financial Manager from March 1979 to December 1981. 

Main activity of the company: Engineering services.

 

KPMG Auditores Independentes: Officer from March 2003 to December 2010.

Main activity of the company: Accounting and tax audit and consulting services.

 

Net Serviços de Comunicação S.A.: Risk Officer from March 1999 to December 2002.

Main activity of the company: Pay TV operators.

 

Sobremetal: Administrative and Financial Officer from March 1995 to December 1998. 

Main activity of the company: Steel and iron industry.

 

Academic background: Bachelor’s degree in Economics from Candido Mendes, in 1973. Bachelor’s degree in Accounting from Moraes Júnior, in 1981, post-graduation degree in Finance from PUC/RJ, in 1995.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

João Costa - 476.511.728-68

 

Itaú Unibanco Holding S.A.: Alternate member of the Fiscal Council since July 2009.

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Managing Officer from April 1997 to April 2008. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Itaúsa – Investimentos Itaú S.A.: Alternate member of the Fiscal Council since April 2009. Main activity of the company: Holding company.

 

FEBRABAN Brazilian Federation of Bank Associations, FENABAN Brazilian Federation of Banks, IBCB Brazilian Institute of Banking Science and State of São Paulo Bank Association: Effective member of the Fiscal Council from April 1997 to August 2008.

 

 

 

 

Academic background: Bachelor’s degree in Economics from Faculdade de Economia São Luiz – São Paulo, with extension course in Business Administration from FEA/USP. He attended the Management Program for Executives – University of Pittsburgh. 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

José Caruso Cruz Henriques - 372.202.688-15

 

Itaú Unibanco Holding S.A.: Alternate member of the Fiscal Council since August 2011, and he became an effective member on May 3, 2016, acting as its Chairman since June 2017 

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Managing Officer from December 1988 to August 2003. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

BFB Leasing S.A. – Arrendamento Mercantil: Officer from June 1997 to July 2003. Main activity of the company: Lease company.

 

Banco Itauleasing S.A.: member of the Board of Directors from December 1994 to September 2003. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Banco Itaucard S.A.: Officer from March 2000 to April 2003. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Intrag Distribuidora de Títulos e Valores Mobiliários Ltda.: Managing Officer from April 1994 to July 2003. 

Main activity of the company: Securities dealer.

 

Banco Itaú Cartões S.A.: Managing Officer from July to October 2000. 

Main activity of the company: Investment banking.

 

Itautec Componentes da Amazônia S.A. – Itaucam: Officer from April 1993 to April 2003. 

Main activity of the company: Retail trading specialized in IT equipment and supplies.

Corhen Serviços Ltda.: Executive President since 2003. 

Main activity of the company: Combined office and administrative support services.

 

Academic background: Bachelor’s degree in Law from Universidade de São Paulo (SP) in 1971; post-graduation degree in Business Administration from Fundação Getúlio Vargas (SP) in 1979.

 

 

 

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Andre Balestrin Cestare - 213.634.648-25

 

Itaú Unibanco Holding S.A.: Officer since November 2017. 

Main activity of the company: Holding company.

 

Investimentos Bemge S.A.: Officer since August 2017.

Main activity of the company: Support to companies in which it holds interest, including carrying out studies and availability of funds.

 

Itaú Unibanco S.A.: Officer since August 2017. 

- Finance Superintendent from April 2016 to July 2017, responsible for the financial planning of the Retail Banking, the analysis and disclosure of results and changes from budget; budgeting and monitoring the performance of products under Retail management. 

- Finance Superintendent from June 2015 to April 2016, responsible for the Accounting Management of Loan Operations; and contact to regulatory bodies, including sending regulatory information on loan portfolio, and calculating and controlling the allowance for loan losses. 

- Finance Superintendent from June 2014 to June 2015, responsible for preparing, analyzing and disclosing the managerial budget, calculating managerial result by product, sales channel and operation, and costing model calculation. 

- Finance Superintendent from June 2012 to June 2014, responsible for preparing, analyzing and disclosing the managerial budget. 

- Finance Superintendent from June 2010 to June 2012, responsible for calculating the Treasury managerial result, providing support to management of structural and proprietary positions, and support to Treasury result budget. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Academic Background: Bachelor’s degree in Mechanical Engineering from Polytechnic School of the Universidade de São Paulo in 2000; CEAG – Postgraduate degree in Business Administration from Fundação Getulio Vargas in 2002; Professional Master’s degree in Finance and Economics from Fundação Getulio Vargas in 2007; and Executive Qualification Program from Fundação Dom Cabral in 2016.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Renato Barbosa do Nascimento - 161.373.518-90

 

 

 

 

Itaú Unibanco Holding S.A.: Officer since November 2017.

Main activity of the company: Holding company.

 

PricewaterhouseCoopers Auditores Independentes (São Paulo, Brazil): Audit partner from July 2014 to July 2017, Mr. Nascimento took part in a three-year professional exchange program and worked at PricewaterhouseCoopers in Mexico City, in Mexico, as audit officer to lead external audits in subsidiaries of international entities of the financial industry in Mexico.

 

PricewaterhouseCoopers Auditores Independentes (São Paulo, Brazil): Audit partner from July 2009 to July 2014, and his main responsibility was to lead external audits in entities of the financial industry in São Paulo. In this period, Mr. Nascimento was also responsible for following up external audits carried out by the PricewaterhouseCoopers teams of the United States, United Kingdom, Switzerland, Portugal, Chile, Argentina, Paraguay and Uruguay in favor of subsidiaries of Brazilian financial institutions in these countries.

 

PricewaterhouseCoopers Auditores Independentes (São Paulo, Brazil): Audit Senior Manager of the financial industry from March 2008 to July 2009, and his main responsibility was to manage teams in charge of carrying out audits of entities of the financial industry, regulated by the Central Bank of Brazil.

 

PricewaterhouseCoopers Auditores Independentes (São Paulo, Brazil): Audit Senior Manager of the financial industry from February 2006 to March 2008, Mr. Nascimento took part in a two-year professional exchange program and worked at PricewaterhouseCoopers in London, United Kingdom, as audit senior manager, and his main responsibilities were managing external audits of British financial institutions in England, managing external audits of subsidiaries of international banks, as well as the resulting development of knowledge on the application of the International Financial Reporting Standards (IFRS), Sarbanes Oxley (SOx) rules and policies issued by the Public Company Accounting Oversight Board (PCAOB).

 

Academic Background: Bachelor’s degree in Accounting from Universidade Paulista, in 1998; Bachelor’s degree in Business Administration from Universidade Paulista, in 1999; MBA in Business Administration from Fundação Getulio Vargas de São Paulo in 2003.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Tom Gouvêa Gerth - 256.166.718-94

 

Itaú Unibanco Holding S.A.: Officer since November 2017. 

Main activity of the company: Holding company.

 

PayPal do Brasil Serviços de Pagamentos Ltda.: Officer of the Controller’s Department for Latin America from June 2015 to June 2017 and member of the Executive Committee for Latin America.

 

Metropolitan Life Seguros e Previdência S.A. (MetLife): Controller from August 2013 to May 2015, responsible for financial reports, treasury, internal controls and taxes.

 

 

 

 

PricewaterhouseCoopers: Senior Manager, Mr. Gerth started his career in April 1998 and remained until July 2013. He worked in the Capital Markets & Accounting Advisory Services area focused on advising clients on issues involving US GAAP, IFRS and requirements from the Securities and Exchange Commission – SEC. He worked in the New York office from 2007 to 2009.

Academic Background: Bachelor’s degree in Accounting from Fundação Escola de Comércio Álvares Penteado (FECAP) in 2000, and in Business Administration from Universidade Mackenzie in 1997. International Executive MBA from Fundação Instituto de Administração – FIA completed in 2011, and continuing education courses from Fundação Dom Cabral and The University of Chicago Booth School of Business.

 

Mr. Gerth is a US Certified Public Accountant – CPA and member of the American Institute of Certified Public Accountants – AICPA.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

 

 

12.7/8 - Composition of committees

 

Name
Individual Taxpayer’s
Registry (CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of
investiture
  Term of office
Number of
consecutive
terms of office
  Percentage of
attendance at
meetings
 
Antonio Francisco de Lima  Audit Committee  Committee  Economist  04/27/2017  Annual   100.00%
Neto     member(effective)  06/13/1965  06/05/2017  2     
231.877.943-00                    
Not applicable.                    
Diego Fresco Gutierrez  Audit Committee  Committee  Accountant  04/27/2017  Annual   100.00%
214.970.328-90     member(effective)  01/24/1970  06/05/2017  4     
Not applicable.                    
Geraldo Travaglia Filho  Audit Committee  Committee  Administrator  04/27/2017  Annual   100.00%
573.620.338-34     member(effective)  05/26/1951  06/05/2017  5     
Not applicable.                    
Gustavo Jorge Laboissière  Audit Committee  Chairman of the  Economist  04/27/2017  Annual   0.00%
Loyola     Committee  12/19/1952  06/05/2017  0     
101.942.071-53                    
Member of the Board of                    
Directors                    
Member of the Related Parties                    
Committee                    
Member of Compensation                    
Committee                    

 

 

 

 

Name
Individual Taxpayer’s
Registry (CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of
investiture
  Term of office
Number of
consecutive
terms of office
  Percentage of
attendance at
meetings
 
Maria Helena dos Santos Fernandes     Committee  Economist  04/27/2017  Annual   91.89%
de Santana  Audit Committee  member(effective)  06/23/1959  06/05/2017  3     
036.221.618-50                    
Not applicable.                    
Rogério Paulo Calderón Peres  Audit Committee  Committee  Administrator  04/27/2017  Annual   100.00%
035.248.608-26     member(effective)  02/02/1962  06/05/2017  1     
Not applicable.                    
Gustavo Jorge Laboissière Loyola  Compensation  Committee  Economist  05/25/2017  Annual   100.00%
101.942.071-53  Committee  member(effective)  12/19/1952  05/25/2017  1     
Member of the Board of Directors                    
Chairman of Audit Committee                    
Member of the Related Parties Committee                    
Israel Vainboim  Compensation  Committee  Engineer  05/25/2017  Annual   100.00%
090.997.197-87  Committee  member(effective)  06/01/1944  05/25/2017  2     
Not applicable.                    

 

 

 

 

Name
Individual Taxpayer’s
Registry (CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of
investiture
  Term of office
Number of
consecutive
terms of office
  Percentage of
attendance at
meetings
 
Pedro Luiz Bodin de Moraes  Compensation  Committee  Economist  05/25/2017  Annual   100.00%
548.346.867-87  Committee  member(effective)  07/13/1956  05/25/2017  7     
Chairman of the Capital and Risk                    
Management Committee                    
Member of the Board of Directors                    
Member of the Related Parties                    
Committee                    
Pedro Moreira Salles  Compensation  Committee  Banker  05/25/2017  Annual   100.00%
551.222.567-72  Committee  member(effective)  10/20/1959  05/25/2017  7     
Member of the Strategy Committee                    
Chairman of the Appointments and                    
Corporate Governance Committee                    
Co-chairman of the Board of                    
Directors                    
Chairman of the Personnel                    
Committee                    

 

 

 

 

Name
Individual Taxpayer’s

Registry (CPF)

Other positions held/ functions

performed at the issuer
  Type of committee
Description of other

committees
  Office held
Description of other

positions held
  Profession
Date of birth
  Date of election
Date of

investiture
  Term of office
Number of

consecutive

terms of office
  Percentage of
attendance at

meetings
 
Roberto Egydio Setubal  Compensation  Chairman of the  Engineer  05/25/2017  Annual   0.00%
007.738.228-52  Committee  Committee  10/13/1954     0     
Co-chairman of the Board of                    
Directors                    
Member of Capital and Risk                    
Management Committee                    
Member of the Strategy                    
Committee                    
Alexsandro Broedel Lopes  Other committees  Chairman of the  Accountant  05/25/2017  Annual   25.00%
031.212.717-09  Disclosure and  Committee  10/05/1974  05/25/2017  4     
Executive Officer  Trading Committee                 
Investor Relations Officer                    
Alfredo Egydio Setubal  Other committees  Committee  Administrato  05/25/2017  Annual   100.00
014.414.218-07  Appointments and  member(effective)  09/01/1958  05/25/2017  8     
Governance Committee  Corporate                 
Member of the Disclosure and                    
Trading Committee                    
Member of the Personnel                    
Committee                    
Member of the Board of Directors                    

 

 

 

 

Name
Individual Taxpayer’s
Registry (CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of
investiture
  Term of office
Number of
consecutive
terms of office
  Percentage of
attendance at
meetings
 
Alfredo Egydio Setubal Other  Committee  Administrator  05/25/2017     Annual   75.00%
committees  member(effective)  09/01/1958  05/25/2017     9     
014.414.218-07                    
Disclosure and Trading                    
Committee                    
Member of the Board of Directors                    
Member of the Appointments and                    
Corporate Governance Committee                    
Member of the Personnel                    
Committee                    
Alfredo Egydio Setubal  Other committees  Committee  Administrator  05/25/2017  Annual   100.00%
014.414.218-07  Personnel Committee  member(effective)  09/01/1958  05/25/2017  2     
Member of the Appointments and Corporate Governance Committee                    
Member of the Disclosure and Trading Committee                    
Member of the Board of Directors                    
Álvaro Felipe Rizzi Rodrigues  Other Committees  Member of the  Lawyer  05/25/2017  Annual   100.00%
166.644.028-07  Disclosure and  Committee (Effective)  03/28/1977  05/25/2017  3     
Officer  Trading Committee                 

 

 

 

 

Name
Individual Taxpayer’s
Registry (CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of
investiture
  Term of office
Number of
consecutive
terms of office
  Percentage of
attendance at
meetings
 
Amos Genish  Other Committees  Member of the  Economist  05/25/2017  Annual   0.00%
009.194.169-50  Personnel Committee  Committee (Effective)  10/26/1960  05/25/2017  0     
Member of the Board of Directors                    
Caio Ibrahim David  Other Committees  Member of the  Engineer  05/25/2017  Annual   100.00%
101.398.578-85  Disclosure and  Committee (Effective)  01/10/1968  05/25/2017  7     
Director Vice-President  Trading Committee                 
Carlos Henrique Donegá Aidar  Other Committees  Member of the  Economist  05/25/2017  Annual   100.00%
076.630.558-96  Disclosure and  Committee (Effective)  10/19/1965  05/25/2017  3     
Not Applicable  Trading Committee                 
Fábio Colletti Barbosa  Other Committees  Member of the  Administrator  05/25/2017  Annual   100.00%
771.733.258-20  Personnel Committee  Committee (Effective)  10/03/1954  05/25/2017  2     
Chairman of the Related Parties Committee                    
Member of the Appointments and Corporate Governance Committee                    
Member of the Strategy Committee                    
Member of the Board of Directors                    

 

 

 

 

Name
Individual Taxpayer’s
Registry (CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of
investiture
  Term of office
Number of
consecutive
terms of office
  Percentage of
attendance at
meetings
 
Fábio Colletti Barbosa  Other Committees  Member of the  Administrator  05/25/2017  Annual   100.00%
771.733.258-20  Appointments and  Committee (Effective)  10/03/1954  05/25/2017  2     
Chairman of the Related Parties  Corporate Governance                 
Committee  Committee                 
Member of the Personnel                    
Committee                    
Member of the Strategy Committee                    
Member of the Board of Directors                    
Fábio Colletti Barbosa  Other Committees  Member of the  Administrator  05/25/2017  Annual   100.00%
771.733.258-20  Strategy Committee  Committee (Effective)  10/03/1954  05/25/2017  2     
Chairman of the Related Parties                    
Committee                    
Member of the Personnel                    
Committee                    
Member of the Appointments and                    
Corporate Governance Committee                    
Member of the Board of Directors                    

 

 

 

 

Name
Individual Taxpayer’s
Registry (CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of
investiture
  Term of office
Number of
consecutive
terms of office
  Percentage of
attendance at
meetings
 
Fábio Colletti Barbosa  Other Committees  Chairman of the  Administrator  05/25/2017  Annual   0.00%
771.733.258-20  Related Parties  Committee  10/03/1954  05/25/2017  0     
Member of the Strategy Committee  Committee                 
Member of the Personnel                    
Committee                    
Member of the Appointments and                    
Corporate Governance Committee                    
Member of the Board of Directors                    
Fernando Marsella Chacon Ruiz  Other Committees  Member of the  Mathematician  05/25/2017  Annual   100.00%
030.086.348-93  Disclosure and  Committee (Effective)  08/29/1965  05/25/2017  8     
Not Applicable  Trading Committee                 

 

 

 

 

 

Name
Individual Taxpayer’s Registry
(CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of investiture
  Term of office
Number of
consecutive terms
of office
  Percentage of
attendance at
meetings
 
Geraldo José Carbone  Other Committees  Member of the Committee (Effective)  Economist  05/25/2017  Annual   0.00
952.589.818-00  Capital and Risk Management Committee     08/02/1956  05/25/2017  0     
Member of the Board of Directors                    
                     
Member of the Appointments and Corporate Governance Committee                    
Geraldo José Carbone  Other Committees  Member of the Committee (Effective)  Economist  05/25/2017  Annual   0.00
                     
952.589.818-00  Appointments and Corporate Governance Committee     08/02/1956  05/25/2017  0     
                     
Member of the Board of Directors                    
                     
Member of the Capital and Risk Management Committee                    

 

 

 

 

Name
Individual Taxpayer’s Registry
(CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of investiture
  Term of office
Number of
consecutive terms
of office
  Percentage of
attendance at
meetings
 
João Moreira Salles  Other Committees  Member of the Committee (Effective)  Economist  05/25/2017  Annual   0.00% 
295.520.008-58  Strategy Committee     04/11/1981  05/25/2017  0     
                     
Member of the Board of Directors                    
Gustavo Jorge Laboissière Loyola  Other Committees  Member of the Committee (Effective)  Economist  05/25/2017  Annual   100.00% 
Related Parties Committee                    
101.942.071-53        12/19/1952  05/25/2017  4     
                     
Member of the Board of Directors                    
                     
Member of the Compensation                    
Committee                    
                     
Chairman of the Audit Committee                    
Leila Cristiane Barboza Braga de Melo  Other Committees  Member of the Committee (Effective)  Lawyer  05/25/2017  Annual   50.00% 
153.451.838-05  Disclosure and Trading Committee     10/04/1971  05/25/2017  5     
Executive Officer                    

 

 

 

 

Name
Individual Taxpayer’s Registry
(CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of investiture
  Term of office
Number of
consecutive terms
of office
  Percentage of
attendance at
meetings
 
José Galló  Other Committees  Member of the Committee ( Effective)  Administrator  05/25/2017  Annual   66.67% 
032.767.670-15        09/11/1951  05/25/2017  1     
                     
Member of Board of Directors  Personnel Committee                 
Marcelo Kopel  Other Committees  Member of the Committee ( Effective)  Administrator  05/25/2017  Annual   100.00% 
059.369.658-13  Disclosure and     11/05/1964  05/25/2017  3     
Not Applicable  Trading Committee                 
Marco Ambrogio Crespi Bonomi  Other Committees  Member of the Committee (Effective)  Economist  05/25/2017  Annual   0.00% 
700.536.698-00  Appointments and Corporate Governance Committee     05/06/1956  05/25/2017  0     
                     
Member of the Board of Directors                    
                     
Member of the Personnel Committee                    

 

 

 

 

Name
Individual Taxpayer’s Registry
(CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of investiture
  Term of office
Number of
consecutive terms
of office
  Percentage of
attendance at
meetings
 
Marco Ambrogio Crespi Bonomi  Other Committees  Member of the Committee (Effective)  Economist  05/25/2017  Annual   0.00% 
700.536.698-00  Personnel Committee     05/06/1956  05/25/2017  0     
                     
Member of the Board of Directors                    
                     
Member of the Appointments and Corporate Governance Committee                    
Pedro Luiz Bodin de Moraes  Other Committees  Member of the Committee (Effective)  Economist  05/25/2017  Annual   100.00% 
548.346.867-87  Capital and Risk     07/13/1956  05/25/2017  8     
                     
Management Committee                    
                     
Member of the Compensation Committee                    
                     
Member of the Board of Directors                    
                     
Member of the Related Parties Committee                    

 

 

 

 

Name
Individual Taxpayer’s Registry
(CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of investiture
  Term of office
Number of
consecutive terms
of office
  Percentage of
attendance at
meetings
 
Pedro Luiz Bodin de Moraes  Other Committees  Member of the Committee (Effective)  Economist  05/25/2017  Annual   100.00%
548.346.867-87  Related Parties Committee     07/13/1956  05/25/2017  4     
                     
Member of the Compensation Committee                    
                     
Chairman of the Capital and Risk Management Committee                    
                     
Member of the Board of Directors                    
Pedro Moreira Salles  Other Committees  Chairman of the Committee  Banker  05/25/2017  Annual   100.00%
551.222.567-72  Strategy Committee     10/20/1959  05/25/2017  8     
                     
Member of the Compensation Committee                    
                     
Chairman of the Appointments and Corporate Governance Committee                    
                     
Co-Chairman of the Board of Directors                    
                     
Chairman of the Personnel Committee                    

 

 

 

 

Name
Individual Taxpayer’s Registry
(CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of investiture
  Term of office
Number of
consecutive terms
of office
  Percentage of
attendance at
meetings
 
Pedro Moreira Salles  Other Committees  Chairman of the Committee  Banker  05/25/2017  Annual   100.00%
551.222.567-72  Personnel Committee     10/20/1959  05/25/2017  8     
                     
Member of the Compensation Committee                    
                     
Chairman of the Appointments and Corporate Governance Committee                    
                     
Co-Chairman of the Board of Directors                    
                     
Chairman of the Strategy Committee                    
Pedro Moreira Salles  Other Committees  Chairman of the Committee  Banker  05/25/2017  Annual   100.00%
551.222.567-72  Appointments and Corporate     10/20/1959  05/25/2017  8     
                     
Member of the Compensation Committee  Governance Committee                 
                     
Chairman of the Personnel Committee                    
                     
Co-Chairman of the Board of Directors                    
                     
Chairman of the Strategy Committee                    

 

 

 

 

Name
Individual Taxpayer’s Registry
(CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of investiture
  Term of office
Number of
consecutive terms
of office
  Percentage of
attendance at
meetings
 
Ricardo Villela Marino  Other Committees  Member of the Committee (Effective)  Engineer  05/25/2017  Annual   100.00%
252.398.288-90  Strategy Committee     01/28/1974  05/25/2017  7     
                     
Member of the Board of Directors                    
Roberto Egydio Setubal  Other Committees  Member of the Committee (Effective)  Engineer  05/25/2017  Annual   100.00%
007.738.228-52  Strategy Committee     10/13/1954  05/25/2017  8     
                     
Member of the Capital and Risk Management Committee                    
                     
Co-Chairman of the Board of Directors                    

 

 

 

 

Name
Individual Taxpayer’s Registry
(CPF)
Other positions held/ functions
performed at the issuer
  Type of committee
Description of other
committees
  Office held
Description of other
positions held
  Profession
Date of birth
  Date of election
Date of investiture
  Term of office
Number of
consecutive terms
of office
  Percentage of
attendance at
meetings
 
Roberto Egydio Setubal  Other Committees  Chairman of the Committee  Engineer  05/25/2017  Annual   100.00%
007.738.228-52  Capital and Risk Management Committee     10/13/1954  05/25/2017  8     
                     
Member of the Strategy Committee                    
                     
Chairman of the Personnel Committee                    
                     
Co-Chairman of the Board of Directors                    

 

 

 

  

Professional experience / Statement of any conviction / Independence criteria

 

Antonio Francisco de Lima Neto - 231.877.943-00

 

Itaú Unibanco Holding S.A.: member of the Audit Committee since July 2015. Main activity of the company: Holding company. Banco Fibra S.A.: Chief Executive Officer from August 2009 to October 2013. Main activity of the company: Multiple bank with commercial portfolio.

 

Banco do Brasil S.A.: Chief Executive Officer from December 2006 to April 2009; Vice-President of Retail and Distribution from July 2005 to December 2006; Vice-President of International and Wholesale Business from November 2004 to July 2005; Commercial Officer from September 2001 to November 2004; Executive Superintendent of the Commercial Department from July 2000 to September 2001; State Superintendent of the Tocantins from May 1999 to 2000; Regional Superintendent of Belo Horizonte from January 1997 to May 1999. Main activity of the company: Multiple bank with commercial portfolio.

 

Brasilprev Seguros e Previdência S.A.: member of the Board of Directors from 2007 to 2009;

FEBRABAN – Federação Brasileira de Bancos: member of the Board of Directors from 2006 to 2009;

BB Securities Limited: member of the Board of Directors from 2004 to 2005;

Brasilsaúde Companhia de Seguros: member of the Board of Directors from 2003 to 2005;

Companhia de Seguros Aliança do Brasil: member of the Board of Directors from 2001 to 2009;

BB Previdência – Fundo de Pensão Banco do Brasil: member of the Board of Directors from 2000 to 2007.

 

Academic Background: Master’s Degree in Economics from Fundação Getúlio Vargas since January 2014; Brazilian Institute for Corporate Governance course for Directors (2014); Post Graduation (Lato Sensu) course in Marketing from PUC Rio de Janeiro (2001); MBA for Executives from Fundação Dom Cabral (1997); Graduated in Economic Sciences from Universidade Federal de Pernambuco (1996). Description of any of the following events that may have taken place over the last five years: i. any criminal conviction, ii. any conviction in an administrative proceeding of the CVM and the punishments applied; iii. any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Diego Fresco Gutierrez - 214.970.328-90

 

Itaú Unibanco Holding S.A.: member of the Audit Committee (Financial Expert) since April 2014.

Main activity of the company: Holding company.

 

Since 2013 in complex financial reporting mainly for publicly-held companies registered in Brazil and in the United States, and in internal and external auditing issues. Itaú Corpbanca (Chile): Member of the Audit Committee since May 2015.

 

PricewaterhouseCoopers (1990 to 2013) – (Brazil, Uruguay, and the United States): had different positions in his career, mainly as partner in charge of accounting advisory and regulatory requirements for issue of securities overseas, and he also worked in the auditing of financial statements.

Main activity of the company: Accounting and tax audit and consulting services.

 

 

 

  

Academic Background: Bachelor’s degree in Accounting from Universidad de la Republica Oriental del Uruguay in 1994. Mr. Gutierrez is a Certified Public Accountant in the United States for the State of Virginia since 2002, and a Public Accountant registered in the Regional Accounting Council of the State of São Paulo. He also graduated in the Course for Members of Boards of Directors in 2013 from the Brazilian Institute of Corporate Governance.

 

Description of any of the following events that may have taken place over the last five years: i. any criminal conviction, ii. any conviction in an administrative proceeding of the CVM and the punishments applied; iii. any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Geraldo Travaglia Filho - 573.620.338-34,

 

Itaú Unibanco Holding S.A.: Executive Officer from November 2008 to April 2009; Secretary of the Board of Directors from December 2010 to July 2012; Member of the Audit Committee since March 2013, and Chairman of this Committee since June 2014 to April 2017.

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Executive Officer from November 2008 to April 2009. Main activity of the company: Multiple bank with commercial portfolio.

 

Banco Itaú BBA S.A.: Executive Officer from November 2008 to January 2010. Main activity of the company: Multiple bank, with investment portfolio.

 

Redecard S.A.: Chief Financial Officer from May 2009 to April 2010. Main activity of the company: provider of means of payment services.

 

Unibanco – União de Bancos Brasileiros S.A.: Vice-Chairman from September 2004 to April 2009; Executive Officer from 1996 to 2004; Planning, Accounting and Control Officer from 1990 to 1994. Main activity of the company: Multiple bank with commercial portfolio.

 

Academic Background: Bachelor’s degree in Business Administration from Universidade de São Paulo in 1979, with specialization in Banking Management from the Wharton School of the University of Pennsylvania in 1992.

 

Description of any of the following events that may have taken place over the last five years: i. any criminal conviction, ii. any conviction in an administrative proceeding of the CVM and the punishments applied; iii. any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO

 

 

Gustavo Jorge Laboissière Loyola - 101.942.071-53

 

Itaú Unibanco Holding S.A.: member of the Board of Directors since July 2006 (independent director); Chairman of the Audit Committee since June 2017; Chairman of the Audit Committee from September 2008 to April 2014; Member of the Audit Committee from May 2007 to November 2008; member of the Capital and Risk Management Committee from July 2008 to May 2017 and the Related Parties Committee since April 2013 and Compensation Committee since June 2016; member of the Fiscal Council from March 2003 to April 2006.

Main activity of the company: Holding company.

 

Tendências Consultoria Integrada S/S Ltda.: Partner since November 2002. Main activity of the company: Consultancy.

 

 

 

  

Tendências Conhecimento Assessoria Econômica Ltda.: Partner since July 2003. Main activity of the company: Consultancy.

 

Gustavo Loyola Consultoria S/C: Managing Partner since February 1998. Main activity of the company: Consultancy on Economics.

 

Central Bank of Brazil: President from November 1992 to March 1993 and from June 1995 to November 1997 Deputy Governor of the National Financial System Regulation and Organization from March 1990 to November 1992. Main activity of the company: Federal government agency.

 

Academic background: Bachelor’s degree in Economics from Universidade de Brasília, in 1979. PhD in Economics from Fundação Getúlio Vargas – Rio de Janeiro, in 1983.

 

Description of any of the following events that may have taken place over the last five years: i. any criminal conviction, ii. any conviction in an administrative proceeding of the CVM and the punishments applied; iii. any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

The independent director is characterized by not having a business nor any other relationship with the Company, a company under the same control, the controlling stockholder or with a member of the management body that may (i) give rise to a conflict of interest; or (ii) impair his capacity and exemption in analysis and appreciation.

 

 

Maria Helena dos Santos Fernandes de Santana - 036.221.618-50

 

Itaú Unibanco Holding S.A.: member of the Audit Committee since June 2014.

Main activity of the company: Holding company.

 

Companhia Brasileira de Distribuição S.A.: Member of the Board of Directors and Chairman of the Corporate Governance Committee between 2013 and 2017. Main activity of the company: Retailing.

 

Totvs S.A.: Member of the Board of Directors and Coordinator of the Audit Committee between 2013 and 2017.

Main activity of the company: Communication and IT.

 

CPFL Energia S.A.: Member of the Board of Directors from April 2013 to 2015.

Main activity of the company: Electric energy distribution.

 

BME - Bolsas y Mercados Españoles: Member of the Board of Directors since 2016. IFRS Foundation: Member of the Board of Trustees since January 2014. Main activity: Non-profit foundation.

 

IFRS Foundation: member of the Board of Trustees since January 2014.

Main activity: Non-profit foundation.

 

Brazilian Securities and Exchange Commission (CVM): Chairman from July 2007 to July 2012 and Director from July 2006 to July 2007.

Main activity of the company: Public administration in general.

 

 

 

  

São Paulo Stock Exchange – BOVESPA: She worked for the São Paulo Stock Exchange – BOVESPA from 1994 to 2006 initially in the Special Projects department and then, from 2000 to 2006, as Executive Superintendent of Relationships with Companies. In this position, she was responsible for the supervision of listed companies and for attracting new companies to the stock exchange. She was involved in the creation of the New Market and was responsible for its implementation.

 

Instituto Brasileiro de Governança Corporativa - IBGC (Brazilian Institute of Corporate Governance): Vice-President from 2004 to 2006. Main activity of the company: Activities of associations for protection of social rights.

 

Other: IOSCO – International Organization of Securities Commissions as Chairman of the Executive Committee from 2010 to 2012 and Latin-American Roundtable on Corporate Governance (OECD / WB Group) as a member from 2000 to 2015.

 

Academic Background: Economist graduated in 1990 from the School of Economics and Business Administration (FEA) from Universidade de São Paulo (USP).

 

Description of any of the following events that may have taken place over the last five years: i. any criminal conviction, ii. any conviction in an administrative proceeding of the CVM and the punishments applied; iii. any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Rogério Paulo Calderón Peres – 035.248.608-26

 

Itaú Unibanco Holding S.A.: Member of the Audit Committee since November 2016; Officer from April 2011 to April 2014; Member of the Disclosure and Trading Committee from June 2009 to April 2014.

Main activity of the company: Holding company.

 

HSBC Group: CFO for Latin America, Member of the Financial Management Council and Member of the Administrative Committee for Latin America from July 2014 to October 2016.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Itaú Unibanco S.A.: Officer from April 2009 to April 2014.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Investimentos Bemge S.A.: Managing Vice-President from June 2012 to April 2013; Chairman of the Board of Directors and CEO from April 2013 to April 2014.

Main activity of the company: Holding company of non-financial institutions.

 

Dibens Leasing S.A. – Arrendamento Mercantil: Officer from April 2013 to April 2014.

Main activity of the company: Lease operations.

 

Unibanco – União de Bancos Brasileiros S.A.: Executive Officer from 2007 to 2009.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

 

 

  

Bunge Group – Bunge Brasil S.A.: Executive Vice-President from 2003 to 2006; Fosfertil, Ultrafertil and Fertifos: Member of the boards of directors; Bunge Foundation, Bungeprev and Fosfertil: Member of the Audit Committee.

 

PricewaterhouseCoopers from 1981 to 2003: Active partner in the Audit, Tax and Consultancy for Agribusiness and Consumer and Retail Products divisions.

 

Educational Background: Bachelor’s degree in Business Administration from the Getúlio Vargas Foundation (State of Sao Paulo) and in Accounting from the Paulo Eiró Foundation (State of São Paulo); Postgraduate degrees and special professional courses: E-Business Education Series from the University of Virginia Darden School of Business; Executive M.B.A. from the University of Western Ontario, in Canada; Case Studies in consumer and retail companies; Center for Executive Development Faculty at Princeton University, Business Strategy and Organization; Continuing Education Management and Professional Training, Arundel, England; Executive Business Development – Finance and Investment Decision Course – Analyzes and Measures at the Getúlio Vargas Foundation (State of São Paulo); Continuing Education Course at Harvard Business School, Making Corporate Boards More Effective – United States.

 

Description of any of the following events that may have taken place over the past five years: i - any criminal conviction; ii - any conviction in an administrative proceeding of the CVM and the penalties applied; iii - any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him for the performance of any professional or commercial activity: no records.

 

 

Israel Vainboim - 090.997.197-87

 

Itaú Unibanco Holding S.A.: Member of the Board of Directors from November 2008 to April 2015; Member of the Strategy and Disclosure Committee and Compensation and Corporate Governance Committee from June 2009 to April 2015; Non-management member of the Compensation Committee since April 2015. Main activity of the company: Holding company.

 

Unibanco - União de Bancos Brasileiros S.A.: Head of Backoffice of the Unibanco Group, from 1973 to 1977; Vice-President from 1978 to 1988; President from 1988 to August 1992; Member of the Board of Directors from 1988 to 2008. 

Main activity of the company: Multiple bank with commercial portfolio.

 

Unibanco Holding S.A.: President from 1994 to 2007; Chairman of the Board of Directors from 2007 to 2009; Member of the Board of Directors from 1994 to 2007.

Main activity of the company: Holding company.

 

Academic Background: Bachelor’s degree in Mechanical Engineering from Universidade Federal Rio de Janeiro (UFRJ); MBA from the University of Stanford.

 

Description of any of the following events that may have taken place over the last five years: i. any criminal conviction, ii. any conviction in an administrative proceeding of the CVM and the punishments applied; iii. any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Pedro Luiz Bodin de Moraes - 548.346.867-87

 

 

 

  

Itaú Unibanco Holding S.A.: member of the Board of Directors since February 2009 (independent director); member of Capital and Risk Management Committee since August 2009, being President since July 2012; member of Compensation Committee since February 2011 e member of Related Parties Committee since April 2013. Main activity of the company: Holding company.

 

Cambuhy Investimentos Ltda.: Partner since 2011.

Main activity of the company: Portfolio management and fund management services.

 

Ventor Investimentos Ltda.: Partner since 2009.

Main activity of the company: Portfolio management and fund management by contract or commission services.

 

Unibanco – União de Banco Brasileiros S.A.: member of the Board of Directors from July 2003 to December 2008. Main activity of the company: Multiple bank with commercial portfolio.

 

Central Bank of Brazil: Monetary Policy Director from 1991 to 1992. Main activity of the company: Federal government agency.

 

Banco Nacional de Desenvolvimento Econômico e Social – BNDES (Brazilian Social and Economic Development Bank): Director from 1990 to 1991. Main activity of the company: Development bank.

 

Banco Icatu S.A.: Director and Partner from 1993 to 2002.

Main activity of the company: Multiple bank with commercial portfolio.

 

Icatu Holding S.A.: Director from 2002 to 2003 and Partner since 2003. Main activity of the company: Holding company.

 

Academic background: Bachelor’s and Master’s degrees in Economics from Pontifícia Universidade Católica of Rio de Janeiro (PUC-Rio). PhD in Economics from the Massachusetts Institute of Technology (MIT)

 

Description of any of the following events that may have taken place over the last five years: i. any criminal conviction, ii. any conviction in an administrative proceeding of the CVM and the punishments applied; iii. any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

The independent director is characterized by not having a business nor any other relationship with the Company, a company under the same control, the controlling stockholder or with a member of the management body that may (i) give rise to a conflict of interest; or (ii) impair his capacity and exemption in analysis and appreciation.

 

 

Caio Ibrahim David - 101.398.578-85

 

Itaú Unibanco Holding S.A.: Partner since 2010 and Director Vice-President since January 2017. Currently the CFO and CRO of the conglomerate. Executive Officer from June 2010 to April 2015, and a member of the Disclosure and Trading Committee since April 2010.

 

 

 

  

Itaú Unibanco S.A.: Vice-President since May 2013; Executive Officer from May 2010 to April 2013. He joined the Group in 1987 as a trainee, working in the controllership, and market and liquidity risk control departments. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Banco Itaú BBA S.A.: Executive Officer from May 2008 to April 2010; Officer from March 2003 to April 2008. He worked in the finance, risks, market intelligence, products and operations departments.

 

Investimentos Bemge S.A.: Member of the Board of Directors since April 2012 and Managing Vice-President from October 2010 to April 2013. Main activity of the Company: Support to companies in which it holds interest, including carrying out studies and availability of funds.

 

Dibens Leasing S.A. – Arrendamento Mercantil: Member of the Board of Directors since July 2010. Main activity of the company: Lease operations.

 

Itauseg Participações S.A.: Executive Officer from April 2010 to April 2013 and Chief Executive Officer from May 2013 to March 2015. Main activity of the company: Holding company.

 

Redecard S.A.: Vice-Chairman of the Board of Directors from June 2010 to December 2012 and Member of the Board of Directors from May 2010 to Dece mber 2012. Main activity of the company: Provider of means of payment services.

 

Academic Background: Bachelor’s degree in Engineering from Universidade Mackenzie (1986 to 1990), with post graduation in Economics and Finance (1992 to 1993) from Universidade de São Paulo and Master’s degree in Controllership also from Universidade de São Paulo (1994 to 1997) and MBA from the New York University (1997 to 1999) with specialization in Finance, Accounting and International Business.

 

Description of any of the following events that may have taken place over the last five years: i. any criminal conviction, ii. any conviction in an administrative proceeding of the CVM and the punishments applied; iii. any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Carlos Henrique Donegá Aidar - 076.630.558-96

 

Banco Itaú BBA S.A.: Officer since April 2015.

Main activity of the company: Multiple-service banking, with investment portfolio.

 

Itaú Unibanco Holding S.A.: Member of the Disclosure and Trading Committee since January 2015.

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Officer since April 2008.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Redecard S. A.: Officer since April 2015.

 

 

 

  

Main activity of the company: Provider of means of payment services.

 

Itauseg Participações S.A.: Officer since September 2014.

 Main activity of the company: Holding company of non-financial institutions.

 

In December 1986, Mr. Aidar joined this financial institution, becoming Controllership Officer from July 2008 to August 2014 when he was in charge of the Financial Planning and Managerial Control Departments, being responsible for the conglomerate’s budget planning in its managerial, accounting, and tax aspects, the control and determination of results of the many conglomerate’s departments, sales channels, products, branches and clients, business financial planning support and management of the departments comprising the conglomerate, granting support to the conglomerate cost system management, and analysis and submission of results to the executive committees. From September 2014 up to this date, he is the Officer in charge of the Financial Control Department, being mainly responsible for preparing the conglomerate’s individual and consolidated financial statements, contacting with regulatory bodies, auditors and the Federal Revenue Service; preparing financial statements under IFRS; carrying out Tax and Corporate Management of all companies in Brazil and abroad; carrying out Financial Control Management of Foreign Units and the Conglomerate’s Accounting Policies.

 

Academic Background: Bachelor’s degree in Economics from the São Paulo School of Economics of Fundação Escola de Comércio Álvares Penteado in 1986. Post-graduation degree in Finance from Universidade de São Paulo (USP) in 1994.

 

Description of any of the following events that may have taken place over the last five years: i. any criminal conviction, ii. any conviction in an administrative proceeding of the CVM and the punishments applied; iii. any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Fernando Marsella Chacon Ruiz - 030.086.348-93

 

Itaú Unibanco Holding S.A.: Member of the Disclosure and Trading Committee since July 2009. Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Executive Officer since September 2008 and Managing Officer from January 2007 to September 2008. Main activity of the company: Multiple bank with commercial portfolio.

 

Banco Itauleasing S.A.: Officer from November 2008 to April 2009.

Main activity of the company: Multiple bank with commercial portfolio.

 

Academic Background: Bachelor’s degree in Mathematics from Pontifícia Universidade Católica de São Paulo - PUC-SP in 1986. Extension course in Technology (Specialization) and Financial Administration in 1986.

 

Description of any of the following events that may have taken place over the last five years: i. any criminal conviction, ii. any conviction in an administrative proceeding of the CVM and the punishments applied; iii. any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Marco Ambrogio Crespi Bonomi - 700.536.698-00

 

 

 

  

Itaú Unibanco Holding S.A.: Member of the Board of Directors since June 2017; and Director-General from July 2015 to April 2017.

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Director-General since April 2015; Vice-President from April 2007 to March 2015; Executive Officer from April 2004 to April 2007; Senior Managing Officer from October 2000 to April 2004; Managing Officer from August 1998 to October 2000. 

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Unibanco – União de Bancos Brasileiros S.A.: Executive Officer from November 2008 to June 2014.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

ACREFI – Associação Nacional das Instituições de Crédito, Financiamentos e Investimento (Brazilian Association of Credit, Financing and Investment Institutions): Vice-President since April 2004.

 

Academic background: Bachelor’s degree in Economics from FAAP - Fundação Armando Álvares Penteado-SP (1978), Financial Executive Advanced Course from Fundação Getúlio Vargas - FGV in 1982 and Capital Markets course at New York University in 1984.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Marcelo Kopel - 059.369.658-13

 

Itaú Unibanco Holding S.A.: Officer from June 2014, to October 2017; Investor Relations Officer from February 2015 to October 2017. Member of the Disclosure and Trading Committee since January 2014, being its Chairman from February 2015 to October 2017.

Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Executive Officer since November 2017; Officer from 2014 to November 2017.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Investimentos Bemge S.A.: Member of the Board of Directors and Chief Executive Officer since April 2014; Investor Relations Officer from April 2014 to October 2017. Main activity of the company: Support to companies in which it holds interest, including carrying out studies and availability of funds. 

Dibens Leasing S.A. - Arrendamento Mercantil: Officer since June 2014 and Chairman of the Board of Directors since April 2015; Investor Relations Officer from June 2014 to October 2017.

Main activity of the company: Lease operations.

 

Redecard S.A.: Executive Officer (CFO) from May 2010 to July 2014.

Main activity of the company: Provider of means of payment services.

 

 

 

  

Banco Credicard S.A.: Officer from November 2004 to February 2010 and Member of the Board of Directors from February 2010 to April 2010. Main activity of the company: Multiple-service bank, without commercial portfolio.

 

Banco Citibank S.A.: Finance Officer (CFO) from 2006 to 2010.

Main activity of the company: Commercial banking, with investment portfolio.

 

Banco ING in Brazil: Finance Officer (CFO) from 1992 to 1998 in Brazil, and in Latin America from 1998 to 2002.

Main activity of the company: Set up of a foreign company in Brazil.

 

Bank of America: Acted as Finance Officer (CFO) concurrently with the position of Operations Officer (COO) from 2002 to 2003.

Main activity of the company: Multiple-service banking, with commercial portfolio.

 

Academic background: Bachelor’s degree in Business Administration from Fundação Armando Álvares Penteado - FAAP

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

Alexsandro Broedel Lopes - 031.212.717-09

 

Itaú Unibanco Holding S.A.: Group Executive Finance Director since April 2015, and Officer from August 2012 to March 2015; Invetor Relations Officer since October 2017; member of the Disclosure and Trading Committee since October 2013, being Chairman since October 2017, in addition to a management position in other subsidiaries of the Itaú Unibanco Conglomerate. Main activity of the company: Holding company.

 

Itaú Unibanco S.A.: Executive Officer since March 2015; Officer from May 2012 to March 2015. Main activities of the company: Multiple-service banking, with commercial portfolio.

 

Investimentos Bemge S.A.: Officer since June 2012; Investor Relations Officer since October 2017.

Main activity of the company: Support to companies in which it holds interest, including carrying out studies and availability of funds.

 

Itauseg Participações S.A.: Officer since June 2012.

Main activity of the company: Holding company of non-financial institutions.

 

Dibens Leasing S.A. – Arrendamento Mercantil: Officer since August 2012; Investor Relations Officer since October 2017.

Main activity of the company: Lease operations.

 

Universidade de São Paulo: Full Professor of Accounting and Finance since 2002, teaching in graduate, master and PhD programs.

 

 

 

  

Main activity: Educational institution.

 

Brazilian Securities Commission (CVM): Commissioner from 2010 to 2012.

 Main activity of the company: General public administration.

 

Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados: Consultant from 2008 to 2009. Main activity of the company: Law firm.

 

BM&F Bovespa S.A.: member of the Audit Committee in 2012. Main activity of the company: Regulatory body.

 

CETIP S.A. - Mercados Organizados (CETIP S.A. – The Organized Over-the-counter Market in Assets and Derivatives): Member of the Board of Directors since May 2013. Main activity of the company: Organized over-the-counter markets managing company.

 

Accounting Standards Advisory Forum (ASAF) of the International Accounting Standards Board (IASB): member since 2010.

 

IRB Brasil Resseguros: member of the Board of Directors since 2015.

 

International Integrated Reporting Committee – IIRC: member since 2014 FEA-

 

USP: full professor.

 

EAESP-FGV: professor from 2001 to 2002.

 

Manchester Business School: professor in 2005.

 

London School of Economics: visiting professor.

 

Academic background: PhD in Accounting and Finance – Manchester Business School (2008); PhD in Controllership and Accounting from Universidade de São Paulo (USP) (2001); Bachelor’s degree in Accounting (1997) from Universidade de São Paulo (USP); and Bachelor’s degree in Law from Universidade de São Paulo (USP) in 2012.

 

Description of any of the following events that may have taken place over the past five years: i. any criminal conviction; ii. Any conviction in an administrative proceeding of the CVM and the punishments applied; iii. Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him/her for the performance of any professional or commercial activity: NO.

 

 

 

 

  

ITEM 15. CONTROL AND ECONOMIC GROUP

 

15.1. Identify the stockholder or group of controlling stockholders, indicating for each one of them:

 

15.2. In a table, a list including the information below about stockholders or groups of stockholders that act jointly or represent the same interests, with an interest equal to or higher than 5% in the same class or type of shares, and that are not mentioned in item 15.1:

 

 

 

  

BASE DATE                        
12.15.2017                        
Itaú Unibanco Holding S.A.  EO   %   EP   %   Total   % 
IUPAR - Itaú Unibanco Participações S.A.   1,709,389,603    51.48840    -    -    1,709,389,603    26.095502 
Nationality:                              
Brazilian                              
CNPJ                              
04.676.564/0001 -08                              
Itaúsa - Investimentos Itaú S.A.   1,295,937,718    39.03484    112,882    0.003494    1,296,050,600    19.785478 
Nationality:                              
Brazilian                              
CNPJ                              
61.532.644/0001 -15                              
BlackRock, INC   -    -    233,283,398    7.221137    233,283,398    3.561299 
Nationality:                              
American                              
Treasury Shares   3,074    0.00009    72,970,520    2.258755289    72,973,594    1.114013 
                               
Others   314,620,717    9.47667    2,924,196,526    90.516614    3,238,817,243    49.443708 
                               
Total   3,319,951,112    100.000000    3,230,563,326    100.000000    6,550,514,438    100.000000 

 

 

 

 

BASE DATE SINCE 02.27.2009                        
IUPAR - Itaú Unibanco Participações S.A.  Common shares   %   Preferred shares   %   Total   % 
Itaúsa - Investimentos Itaú S.A.   355,227,092    50.000000    350,942,273    100.000000    706,169,365    66.532101 
Nationality: Brazilian                              
CNPJ 61.532.644/0001-15                              
Cia. E. Johnston de Participações   355,227,092    50.000000    -    -    355,227,092    33.467899 
Nationality: Brazilian                              
CNPJ 04.679.283/0001-09                              
Total   710,454,184    100.000000    350,942,273    100.000000    1,061,396,457    100.000000 
                               
BASE DATE 04.29.2016                        
Companhia E. Johnston de Participações  Common shares   %   Preferred shares   %   Total   % 
Fernando Roberto Moreira Salles   1,380    25.000000    2,760    25.000000    4,140    25.000000 
Nationality: Brazilian                              
CPF 002.938.068-53                              
João Moreira Salles   1,380    25.000000    2,760    25.000000    4,140    25.000000 
Nationality: Brazilian                              
CPF 667.197.397-00                              
Pedro Moreira Salles   1,380    25.000000    2,760    25.000000    4,140    25.000000 
Nationality: Brazilian                              
CPF 551.222.567-72                              
Walther Moreira Salles Júnior   1,380    25.000000    2,760    25.000000    4,140    25.000000 
Nationality: Brazilian                              
CPF 406.935.467-00                              
Total   5,520    100.000000    11,040    100.000000    16,560    100.000000 

 

 

 

 

BASE DATE SINCE                        
11.09.2017                        
Itaúsa - Investimentos Itaú S.A.  Common shares   %   Preferred shares   %   Total   % 
Companhia ESA   29,583,348    1,047761    25,439    0.000547    29,608,787    0.396177 
Nationality: Brazilian                              
CNPJ                              
52.117.397/0001-08                              
Fundação Itaú Social   329,845,956    11.682233    6,701,241    0.144108    336,547,197    4.503129 
Nationality: Brazilian                              
CNPJ                              
59.573.030/0001-30                              
Fundação Antonio e Helena Zerrenner – Instituição Nacional de Beneficiência   433,968,885    15.369980    2,239,970    0.048170    436,208,855    5.836640 
Nationality: Brazilian                              
CNPJ                              
60.480.480/0001-67                              
O. E. Setubal S.A.   6    0.000001    -    -    6    0.000000 
Nationality: Brazilian                              
CNPJ                              
61.074.456/0001-90                              
Rudric ITH S.A.   233,828,158    8.281548    147,158,174    3.164592    380,986,332    5.097742 
Nationality: Brazilian                              
CNPJ                              
67.569.061/0001-45                              
Alfredo Egydio Arruda Villela Filho   358,093,324    12.682677    190,012,375    4.086159    548,105,699    7.333862 
Nationality: Brazilian                              
CPF 066.530.838-88                              
Ana Lúcia de Mattos   358,093,298    12.682676    177,146,351    3.809479    535,239,649    7.161709 

 

 

 

 

Barreto Villela                              
Nationality: Brazilian                              
CPF 066.530.828-06                              
Ricardo Villela Marino   63,504,866    2.249167    37,161,345    0.799144    100,666,211    1.346952 
Nationality: Brazilian                              
CPF 252.398.288-90                              
Rodolfo Villela Marino   63,558,069    2.251051    37,235,970    0.800748    100,794,039    1.348662 
Nationality: Brazilian                              
CPF 271.943.018-81                              
Paulo Setubal Neto   114,316,595    4.048778    24,297,324    0.522507    138,613,919    1.854707 
Nationality: Brazilian                              
CPF 638.097.888-72                              
Carolina Marinho Lutz Setubal   2,020    0.000072    -    -    2,020    0.000027 
Nationality: Brazilian                              
CPF 077.540.228-18                              
Julia Guidon Setubal   2,020    0.000072    -    -    2,020    0.000027 
Nationality: Brazilian                              
CPF 336.694.358-08                              
Paulo Egydio Setubal   2,020    0.000072    -    -    2,020    0.000027 
Nationality: Brazilian                              
CPF 336.694.318-10                              
Maria Alice Setubal   62,150,121    2.201186    35,857,917    0.771114    98,008,038    1.311385 
Nationality: Brazilian                              
CPF 570.405.408-00                              
Fernando Setubal Souza e Silva   2,020    0.000072    -    -    2,020    0.000027 
Nationality: Brazilian                              
CPF 311.798.878-59                              

 

 

 

 

Guilherme Setubal Souza e Silva   2,125    0.000075    150,456    0.003236    152,581    0.002042 
Nationality: Brazilian                              
CPF 269.253.728-92                              
Tide Setubal Souza e Silva Nogueira   2,446    0.000087    602,786    0.012963    605,232    0.008098 
Nationality: Brazilian                              
CPF 296.682.978-81                              
Olavo Egydio Setubal Júnior   101,190,549    3.583890    28,027,409    0.602721    129,217,958    1.728985 
Nationality: Brazilian                              
CPF 006.447.048-29                              
Bruno Rizzo Setubal   2,020    0.000072    -    -    2,020    0.000027 
Nationality: Brazilian                              
CPF 299.133.368-56                              
Camila Setubal Lenz Cesar   2,021    0.000072    1,947    0.000042    3,968    0.000053 
Nationality: Brazilian                              
CPF 350.572.098-41                              
Luiza Rizzo Setubal Kairalla   2,024    0.000072    7,938    0.000171    9,962    0.000133 
Nationality: Brazilian                              
CPF 323.461.948-40                              
Roberto Egydio Setubal   100,798,683    3.570011    29,373,250    0.631663    130,171,933    1.741750 
Nationality: Brazilian                              
CPF 007.738.228-52                              
Mariana Lucas Setubal   2,020    0.000072         -    2,020    0.000027 
Nationality: Brazilian                              
CPF 227.809.998-10                              

 

 

 

 

Paula Lucas Setubal   2,020    0.000072         -    2,020    0.000027 
Nationality: Brazilian                              
CPF 295.243.528-69                              
José Luiz Egydio Setubal   92,081,190    3.261262    25,454,028    0.547381    117,535,218    1.572666 
Nationality: Brazilian                              
CPF 011.785.508-18                              
Beatriz de Mattos Setubal da Fonseca   2,737,879    0.096968    80    0.000002    2,737,959    0.036635 
Nationality: Brazilian                              
CPF 316.394.318-70                              
Gabriel de Mattos Setubal   2,737,879    0.096968    80    0.000002    2,737,959    0.036635 
Nationality: Brazilian                              
CPF 348.338.808-73                              
Olavo Egydio Mutarelli Setubal   2,737,879    0.096968    80    0.000002    2,737,959    0.036635 
Nationality: Brazilian                              
CPF 394.635.348-73                              
Alfredo Egydio Setubal   100,336,439    3.553640    27,157,563    0.584015    127,494,002    1.705918 
Nationality: Brazilian                              
CPF 014.414.218-07                              
Alfredo Egydio Nugent Setubal   2,020    0.000072    -    -    2,020    0.000027 
Nationality: Brazilian                              
CPF 407.919.708-09                              
Marina Nugent Setubal   2,020    0.000072    -    -    2,020    0.000027 
Nationality: Brazilian                              
CPF 384.422.518-80                              

 

 

 

 

Ricardo Egydio Setubal   100,290,486    3.552012    27,926,668    0.600555    128,217,154    1.715594 
Nationality: Brazilian                              
CPF 033.033.518-99                              
Marcelo Ribeiro do Valle Setubal   2,051    0.000073    46,745    0.001005    48,796    0.000653 
Nationality: Brazilian                              
CPF 230.936.378-21                              
Rodrigo Ribeiro do Valle Setubal   2,051    0.000070    46,745    0.001005    48,796    0.000653 
Nationality: Brazilian                              
CPF 230.936.298-02                              
Patricia Ribeiro do Valle Setubal   2,051    0.000073    46,746    0.001005    48,796    0.000653 
Nationality: Brazilian                              
CPF 230.936.328-62                              
BlackRock, INC   -    -    229,620,576    4.937922    229,620,576    3.072410 
Other   273,597,165    9.690053    3,623,846,947    77.929742    3,897,444,112    52.149278 
Total   2,823,483,724    100.0000000    4,650,146,149    100.0000000    7,473,629,873    100.0000000 

 

 

 

 

BASE DATE SINCE                
11.09.2017                
Companhia ESA  Common shares   %   Total   % 
O. E. Setubal S.A.   6    0.000001    6    0.000001 
Nationality: Brazilian                    
CNPJ 61.074.456/0001-90                    
Rudric ITH S.A.   233,828,158    13,312252    233,828,158    13.312252 
Nationality: Brazilian                    
CNPJ 67.569.061/0001-45                    
Alfredo Egydio Arruda Villela Filho   358,093,324    20.386887    358,093,324    20.386887 
Nationality: Brazilian                    
CPF 066.530.838-88                    
Ana Lúcia de Mattos Barreto Villela   358,093,298    20.386886    358,093,298    20.386886 
Nationality: Brazilian                    
CPF 066.530.828-06                    
Ricardo Villela Marino   63,504,866    3.615445    63,504,866    3.615445 
Nationality: Brazilian                    
CPF 252.398.288-90                    
Rodolfo Villela Marino   63,558,069    3.618474    63,558,069    3.618474 
Nationality: Brazilian                    
CPF 271.943.018-81                    
Paulo Setubal Neto   114,316,595    6.508247    114,316,595    6.508247 
Nationality: Brazilian                    
CPF 638.097.888-72                    
Carolina Marinho Lutz Setubal   2,020    0.000115    2,020    0.000115 
Nationality: Brazilian                    
CPF 077.540.228-18                    
Julia Guidon Setubal   2,020    0.000115    2,020    0.000115 
Nationality: Brazilian                    
CPF 336.694.358-08                    
Paulo Egydio Setubal   2,020    0.000115    2,020    0.000115 
Nationality: Brazilian                    
CPF 336.694.318-10                    
Maria Alice Setubal   62,150,121    3.538317    62,150,121    3.538317 
Nationality: Brazilian                    
CPF 570.405.408-00                    
Fernando Setubal Souza e Silva   2,020    0.000115    2,020    0.000115 
Nationality: Brazilian                    
CPF 311.798.878-59                    
Guilherme Setubal Souza e Silva   2,125    0.000121    2,125    0.000121 
Nationality: Brazilian                    
CPF 269.253.728-92                    
Tide Setubal Souza e Silva Nogueira   2,446    0.000139    2,446    0.000139 
Nationality: Brazilian                    
CPF 296.682.978-81                    
Olavo Egydio Setubal Júnior   101,190,549    5.760958    101,190,549    5.760958 
Nationality: Brazilian                    
CPF 006.447.048-29                    

 

 

 

 

Bruno Rizzo Setubal   2,020    0.000115    2,020    0.000115 
Nationality: Brazilian                    
CPF 299.133.368-56                    
Camila Setubal Lenz Cesar   2,021    0.000115    2,021    0.000115 
Nationality: Brazilian                    
CPF 350.572.098-41                    
Luiza Rizzo Setubal Kairalla   2,024    0.000115    2,024    0.000115 
Nationality: Brazilian                    
CPF 323.461.948-40                    
Roberto Egydio Setubal   100,798,683    5.738648    100,798,683    5.738648 
Nationality: Brazilian                    
CPF 007.738.228-52                    
Mariana Lucas Setubal   2,020    0.000115    2,020    0.000115 
Nationality: Brazilian                    
CPF 227.809.998-10                    
Paula Lucas Setubal   2,020    0.000115    2,020    0.000115 
Nationality: Brazilian                    
CPF 295.243.528-69                    
José Luiz Egydio Setubal   92,081,190    5.242346    92,091,190    5.242346 
Nationality: Brazilian                    
CPF 011.785.508-18                    
Beatriz de Mattos Setubal da Fonseca   2,737,879    0.155872    2,737,879    0.155872 
Nationality: Brazilian                    
CPF 316.394.318-70                    
Gabriel de Mattos Setubal   2,737,879    0.155872    2,737,879    0.155872 
Nationality: Brazilian                    
CPF 348.338.808-73                    
Olavo Egydio Mutarelli Setubal   2,737,879    0.155872    2,737,879    0.155872 
Nationality: Brazilian                    
CPF 394.635.348-73                    
Alfredo Egydio Setubal   100,336,439    5.712332    100,336,439    5.712332 
Nationality: Brazilian                    
CPF 014.414.218-07                    
Alfredo Egydio Nugent Setubal   2,020    0.000115    2,020    0.000115 
Nationality: Brazilian                    
CPF 407.919.708-09                    
Marina Nugent Setubal   2,020    0.000115    2,020    0.000115 
Nationality: Brazilian                    
CPF 384.422.518-80                    
Ricardo Egydio Setubal   100,290,486    5.709715    100,290,486    5.709715 
Nationality: Brazilian                    
CPF 033.033.518-99                    
Marcelo Ribeiro do Valle Setubal   2,051    0.000117    2,051    0.000117 
Nationality: Brazilian                    
CPF 230.936.378-21                    
Patricia Ribeiro do Valle Setubal   2,051    0.000117    2,051    0.000117 
Nationality: Brazilian                    
CPF 230.936.328-62                    
Rodrigo Ribeiro do Valle Setubal   2,051    0.000117    2,051    0.000117 

 

 

 

  

Nationality: Brazilian               
CPF 230.936.298-02                    
                     
Total   1,756,488,370    100.000000    1,756,488,370    100.000000 
                     
BASE DATE SINCE                
04.30.2013                
O. E. Setubal S.A.  Common shares   %   Total   % 
Paulo Setubal Neto   100,000    14.285715    100,000    14.285715 
Nationality: Brazilian                    
CPF 638.097.888-72                    
Maria Alice Setubal   100,000    14.285714    100,000    14.285714 
Nationality: Brazilian                    
CPF 570.405.408-00                    
Olavo Egydio Setubal Júnior   100,000    14.285714    100,000    14.285714 
Nationality: Brazilian                    
CPF 006.447.048-29                    
Roberto Egydio Setubal   100,000    14.285714    100,000    14.285714 
Nationality: Brazilian                    
CPF 007.738.228-52                    
José Luiz Egydio Setubal   100,000    14.285714    100,000    14.285714 
Nationality: Brazilian                    
CPF 011.785.508-18                    
Alfredo Egydio Setubal   100,000    14.285714    100,000    14.285714 
Nationality: Brazilian                    
CPF 014.414.218-07                    
Ricardo Egydio Setubal   100,000    14.285715    100,000    14.285715 
Nationality: Brazilian                    
CPF 033.033.518-99                    
Total   700,000    100.000000    700,000    100.000000 

 

 

 

 

BASE DATE SINCE

05.30.2016 

Rudric ITH S.A. Common
shares
% Total %
Maria de Lourdes Egydio Villela 2 0.0000002 2 0.0000002

Nationality: Brazilian

CPF 007.446.978-91

       

Ricardo Villela Marino

Nationality: Brazilian

CPF 252.398.288-90

458,896,903 49.9999999 458,896,903 49.9999999

Rodolfo Villela Marino

Nationality: Brazilian

CPF 271.943.018-81

458,896,903 49.9999999 458,896,903 49.9999999
Total 917,793,808 100.00000000 917,793,808 100.00000000

 

 

 

 

15.3 – Distribution of Capital

 

15.3.  In a table, describe the general distribution of capital, as determined in the last annual general stockholders’ meeting

 

a) number of individual shareholders

 

b) number of corporate shareholders (excluding the corporate shareholder that is an institutional investor.)

 

c) number of institutional investors

 

d) number of outstanding shares, by class and type

 

Date of last general meeting/ Date of last update  04.19.2017 
     
Number of stockholders - individuals   108,853 
      
Number of stockholders - companies   11,591 
      
Number of institutional investors   1,039 

 

Outstanding shares

 

Outstanding shares correspond to the Issuer’s total shares, except for those held by the parent company, the people related to the latter, the Issuer’s management members, and treasury shares.

 

Number of common shares (units)   286,194,151    8.620000%
           
Number of preferred shares (units)   3,132,448,625    96.963000%
           
Total   3,418,642,776    52.189000%

 

Date: 12.15.2017

 

15.4. Please insert a flowchart of the stockholders of the issuer and the economic group in which the issuer is included, identifying:

 

a) all direct and indirect controlling stockholders, and, should the issuer wish, stockholders owning an interest equal to or higher than 5% in a class or type of shares

 

 

 

 

 

(1) Date: 11.30.2017.

 

(2) Date: 12.15.2017.

 

Percentage do not include treasury shares

 

(* ) In addition to treasury shares, percentage do not include the interest held by controlling stockholders.

 

(3) Date: 12.31.2016.

 

Direct and indirect subsidiaries

 

 

 

 

  a) Direct and indirect controlling stockholders  
     
  Direct controlling stockholders  
  Itaúsa - Investimentos Itaú S.A.  
  IUPAR - Itaú Unibanco  
  Participações S.A.  
  Indirect controlling stockholders  
  Alfredo Egydio Arruda Villela Filho  
  Alfredo Egydio Nugent Setubal  
  Alfredo Egydio Setubal  
  Ana Lúcia de Mattos Barretto Villela  
  Beatriz de Mattos Setubal da  
  Fonseca  
  Bruno Rizzo Setubal  
  Camila Setubal Lenz Cesar  
  Carolina Marinho Lutz Setubal  
  Cia. E.Johnston de Participações  
  Companhia ESA  
  Fernando Roberto Moreira Salles  
  Fernando Setubal Souza e Silva  
  Gabriel de Mattos Setubal  
  Guilherme Setubal Souza e Silva  
  João Moreira Salles  
  José Luiz Egydio Setubal  
  Julia Guidon Setubal  
  Luiza Rizzo Setubal Kairalla  
  Marcelo Ribeiro do Valle Setubal  
  Maria Alice Setubal  
  Maria de Lourdes Egydio Villela  
  Mariana Lucas Setubal  
  Marina Nugent Setubal  
  O.E. Setubal S.A.  
  Olavo Egydio Setubal Júnior  
  Olavo Egydio Mutarelli Setubal  
  Patrícia Ribeiro do Valle Setubal  
  Paula Lucas Setubal  
  Paulo Egydio Setubal  
  Paulo Setubal Neto  
  Pedro Moreira Salles  
  Ricardo Egydio Setubal  
  Ricardo Villela Marino  
  Roberto Egydio Setubal  
  Rodolfo Villela Marino  
  Rodrigo Ribeiro do Valle Setubal  
  Rudric ITH S.A.  
  Tide Setubal Souza e Silva  
  Nogueira  
  Walther Moreira Salles Júnior  

 

 

 

 

b) Issuer’s main subsidiary and affiliated companies

 

c) Issuer’s ownership interest in the group’s companies

 

d) Group companies’ ownership interest in the Issuer

 

e) Main companies under common control

 

The table below refers to items “b” and “e” above:

 

   Participation on   Share   Subsidiary or
In Brazil  voting capital (%)   Capital (%)   affiliated
Itaú Unibanco S.A.   100.00    100.00   Subsidiary
Banco Itaú BBA S.A.   99.99    99.99   Subsidiary
Banco Itaucard S.A.   99.99    99.99   Subsidiary
Itaú Administração Previdenciária Ltda.   0.00    0.00   Subsidiary
Itaú BBA Participações S.A.   100.00    100.00   Subsidiary
Itaú Corretora de Valores S. A.   99.99    99.99   Subsidiary
Itaú Seguros S.A.   0.00    0.00   Subsidiary
IU Seguros S.A.   0.00    0.00   Subsidiary
ITB Holding Brasil Participações Ltda.   0.00    0.00   Subsidiary
Abroad             
Itaú CorpBanca S.A.   22.45    22.45   Subsidiary
Itaú Chile Holdings, Inc.   100.00    100.00   Subsidiary
Banco Itaú Uruguay S.A.   100.00    100.00   Subsidiary
Bicsa Holdings, Ltd.   99.99    99.99   Subsidiary
OCA S.A.   100.00    100.00   Subsidiary
OCA Casa Financiera S.A.   100.00    100.00   Subsidiary
ACO Ltda.   99.24    99.24   Subsidiary
Topaz Holding Ltd.   0.00    0.00   Subsidiary

 

 

 

 

15.8 Other relevant information

 

Additional Information on items 15.1/15.2

 

a) Regarding the stockholding position of stockholder BlackRock, Inc. (“BlackRock”), the Company informed that on March 30, 2011 it received the information that, as provided for in Article 12, CVM Instruction No. 358/2002, as amended by CVM Instruction No. 568/2015, as investment manager of some of its clients, BlackRock acquired 159,335,737 preferred shares issued by Itaú Unibanco Holding.

 

Considering the several corporate events in the Company since the interest acquisition, we present below the changes in the BlackRock’s stockholding position, which represents 7.221137% of preferred shares and 3.561299% of BlackRock’s capital stock.

 

STATEMENT OF CHANGES IN BLACROCK’S STOCKHOLDING POSITION

 

      BEGINNING         
DATE  EVENT  BALANCE   EVENT   END BALANCE 
03.30.2011  Beginning  balance at 03.30.2011, as provided by BlackRock (*)   159,335,737    -    159,335,737 
11.01.2011  Stock split/reverse split, according to notice of 09.01.2011   159,335,737    159,335,700    159,335,700 
04.19.2013  10% Bonus Share (ASM of 04.19.2013)   159,335,700    15,933,570    175,269,270 
06.11.2014  10% Bonus Share (ASM of 04.23.2014)   175,269,270    17,526,927    192,796,197 
07.31.2015  10% Bonus Share (ASM of 04.29.2015)   192,796,197    19,279,620    212,075,817 
10.21.2016  10% Bonus Share (ASM of 09.14.2016)   212,075,817    21,207,581    233,283,398 

(*) Ownership interest at base date 08.19.2010, as provided by the Stockholder on March 30, 2011.

 

b) The Annual and Extraordinary General Stockholders’ Meeting held on April 27, 2016 resolved on the cancellation of 100,000,000 preferred book-entry shares, issued by the Company and held as treasury stock, without reduction in the value of the capital stock, and acquired through the Share Buyback Programs approved by the Company’s Board of Directors. This cancellation was approved by the Central Bank of Brazil on June 7, 2016.

 

 

 

 

c) On December 15, 2017, the Board of Directors resolved to cancel the 31,793,105 common book-entry shares, of its own stock and held as treasury stock, without the reduction of the capital amount, acquired by the Company by means of the buyback program authorized by Board of Directors on August 31, 2017. As a result of this cancellation, the capital amounting to R$ 97,148,000,000.00 now comprises 6,550,514,438 book-entry shares with no par value, 3,319,951,112 of which are common shares and 3,230,563,326 are preferred shares, and the resulting changes in the Bylaws will be resolved upon in the next General Stockholders’ Meeting.

 

Additional Information on item 15.3

 

The number of individual and corporate stockholders and institutional investors stated in item 15.3 hereof refers to the December 31, 2016 base date.

 

The number of outstanding shares stated in item 15.3 hereof refers to the December 15, 2017 base date.

 

 

 

 

ITEM 17. CAPITAL

 

17.1. Prepare a table containing the following information on capital:

 

a) issued capital, separated by class and type

b) subscribed capital, separated by class and type

c) paid-up capital, separated by class and type

d) term for the payment of unpaid capital, separated by class and type

e) authorized capital, stating number of shares, value and authorization date

 

      Term for the payment             
Date of the last     of capital that has not   Number of Common   Number of Preferred   Total number of Shares 
authorization  In Brazilian reais  yet been paid up   Shares (Units)   Shares (Units)   (Units) 
                    
Type of capital  Issued capital                    
12/15/2017  97,148,000,000        3,319,951,112    3,230,563,326    6,550,514,438 
Type of capital  Subscribed capital                    
12/15/2017  97,148,000,000        3,319,951,112    3,230,563,326    6,550,514,438 
Type of capital  Paid-up capital                    
12/15/2017  97,148,000,000        3,319,951,112    3,230,563,326    6,550,514,438 
Type of capital  Authorized capital                    
09/14/2016  0,00        4,392,300,000    4,392,300,000    8,784,600,000 

 

f) securities convertible into shares and conditions for conversion:

 

Not applicable

 

 

 

 

17.5 – Other relevant information

 

Item 17.1 – Information - Capital

 

The Annual and Extraordinary General Stockholders’ Meeting held on April 27, 2016 resolved on the cancellation of 100,000,000 preferred book -entry shares, issued by the company and held as treasury stock, without reduction in the value of the capital stock, and acquired through the share Buyback Programs approved by the Company’s Board of Directors. This cancellation was approved by the Central Bank of Brazil on June 7, 2016.

 

On December 15, 2017, the Board of Directors resolved to cancel the 31,793,105 common book-entry shares, of its own stock and held as treasury stock, without the reduction of the capital amount, acquired by the Company by means of the buyback program authorized by Board of Directors on August 31, 2017. As a result of this cancellation, the capital amounting to R$ 97,148,000,000.00 now comprises 6,550,514,438 book-entry shares with no par value, 3,319,951,112 of which are common shares and 3,230,563,326 are preferred shares, and the resulting changes in the Bylaws will be resolved upon in the next General Stockholders’ Meeting.

 

 

 

 

18.8. Describe securities issued abroad, when relevant, indicating, if applicable:

 

a) identification of the security, indicating the jurisdiction;

 

b) number;

 

c) total face value;

 

d) issue date;

 

e) debt balance overdue at the end of the previous fiscal year;

 

f) restrictions on outstanding securities;

 

g) convertibility into shares or concession of right to subscribe or purchase the issuer’s shares, indicating:

 

i.conditions;

 

ii.effects on capital;

 

h) possibility of redemption, indicating:

 

i.cases for redemption;

 

ii.formula for the calculation of the redemption amount;

 

i) When the securities are debt related, please indicate, when applicable:

 

i.the maturity, including early maturity conditions

 

ii.interest;

 

iii.the guarantee and, if secured, a description of the asset that is the subject matter of the guarantee;

 

iv.in the absence of a guarantee, whether the credit is unsecured or subordinated;

 

v.possible restrictions imposed on the issuer with respect to:

 

·the distribution of dividends;

 

·the disposal of certain assets;

 

·the contracting of new debt;

 

·the issue of new securities; and

 

·corporate transactions carried out involving the issuer, its controlling stockholders or subsidiaries.

 

viany conditions for changing the rights assured by such securities;

 

viiother relevant characteristics.

 

Note Program of Itaú Unibanco Holding S.A. (Medium-Term Note Programme)

 

On March 29, 2010, the Medium-Term Note Program (“Program”) of Itaú Unibanco Holding S.A., operating through its head office in Brazil or by means of its branch in the Cayman Islands (“Issuer”), was launched. Below is a description of: (i) the first issue of Subordinated Notes, (ii) the second issue of Subordinated Notes, (iii) the third issue of Unsecured Notes, (iv) the reopening of the second issue of Subordinated Notes, (v) the fourth issue of Subordinated Notes, (vi) the reopening of the fourth issue of Subordinated Notes, (vii) the fifth issue of Subordinated Notes; (viii) the sixth issue of Subordinated Notes; (ix) the seventh issue of Subordinated Notes; (x) the eighth issue of Unsecured Notes, and (xi) the ninth issue of perpetual Subordinated Notes, all within the scope of the Program

 

 

 

 

 

First Issue 

 

a. Identification of the Issue, indicating the Jurisdiction: Medium-Term Notes (“Notes”)

 

The Notes and all documents referring to the Program will be governed by the English laws and the courts of England will be responsible for settling any doubts arising from the Program and the Notes issued within its scope.

 

 

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum denominations of US$100,000.00 and integer multiples from US$1,000.00 thereafter.

 

 

c. Total Face Value: US$1,000,000,000.00

 

 

d. Issue Date: April 15, 2010.

 

 

e. Debt balance on December 31, 2016: R$3,296,960,336.31

 

 

f. Restrictions on Outstanding Securities:

 

The Notes are offered solely under the terms of Rule 144A of the United States Securities Act of 1933 (“Rule 144A” and the “Securities Act”) and of Regulation S of the Securities Act (“Regulation S”), so that the buyers of the Notes must declare certain conditions, including, without limitations, the declarations that they are Qualified Institutional Buyers under Rule 144A or Non-US Persons under Regulation S, and that they understand that the Notes have not been registered under the terms of the Securities Act.

 

The secondary trading of the Notes, or of any right related to them, will depend on the delivery, by the seller of a declaration to the transfer agent of compliance with legislation applicable to the Notes.

 

 

g. Convertibility into Shares: Not applicable.

 

 

h. Possibility of Redemption: Yes, as follows.

 

Cases for Redemption

Early redemption of Subordinated Notes for tax reasons: Subject to the authorization from the Central Bank of Brazil (if required at the time of redemption), the Subordinated Notes will be redeemed at the Issuer’s discretion, always in their totality at any time, upon prior notice to the holders of the Notes and subject to certain conditions of tax nature.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: Subject to the prior authorization from the Central Bank of Brazil (if required at the time of redemption), the Issuer may redeem the Subordinated Notes in their totality, upon prior notice to the holders of the Subordinated Notes, should there be a regulatory event. A Regulatory Event is defined as a written notice from the Brazilian regulatory authority, establishing that the Subordinated Notes are not classified as belonging to Tier II of the Referential Equity.

 

The Subordinated Notes may not be early redeemed at the holders’ discretion.

 

The Subordinated Notes will be cancelled in all the aforementioned cases.

 

Formula for the Calculation of the Redemption Amount :  

Early redemption of Subordinated Notes for tax reasons: 100% of the denominated value of US$1,000.00.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: 100% of the denominated value of US$1,000.00.

 

 

 

 

 

i. When the securities are debt-related, please indicate, when applicable:

 

i.Maturity, including early maturity conditions

 

The maturity date of the Notes is April 15, 2020.

 

If any of the following events occur (each one, an “Event of Default”) and such occurrence survives time, the Trustee of the holders of the Notes, if so instructed by at least one-third of the holders – computed at the face value of the Notes – or if so instructed by a special resolution of the holders of the Notes, should inform the Issuer of the early maturity of the Notes, and the payment for which will become immediately required, subject to the terms governing the calculation of the early redemption amount.

 

If (i) the Issuer is dissolved (except in connection with a merger or corporate restructuring not involving bankruptcy or insolvency and provided that the Issuer’s legal successor assumes the obligations arising from the Notes); (ii) it suspends the payment or is unable to honor the payment of its debts; (iii) it submits a judicial recovery plan or files for bankruptcy or takes any other action that implies a change in the payment conditions of its debts; or (iv) bankruptcy proceedings are filed by third parties against the Issuer, and provided that these actions are not suspended within sixty (60) days of their submission.

 

The Issuer, however, will only be required to pay the amounts due if it is declared bankrupted, has been dissolved or is unable to make the payment of the totality or a substantial portion of its liabilities, it being clear that the payment of the Subordinated Notes should observe the terms of subordination.

 

ii.Interest:

 

These are fixed-rate Subordinated Notes, of which interest rate is 6.20% p.a.

 

The payments of principal and interest will be made by The Bank of New York Mellon, London and Luxembourg branches.

 

Interest will be levied on the face value of each Note, from the issue date of the Notes, and it will be due every six months.

 

iii.Guarantees: Not applicable. Subordinated Notes. In the event of winding up, the holders of the Notes will receive repayment after all the other special creditors with secured guarantees and after all the other unsecured creditors have been satisfied.

 

iv.Type: Subordinated. See item “vii” – Other relevant characteristics.

 

v.Possible restrictions imposed on the issuer with respect to:

 

·the distribution of dividends: Not applicable.
·the disposal of certain assets: Not applicable.
·the contracting of new debt: Not applicable.
·the issue of new securities: Not applicable.
·corporate transactions carried out involving the issuer, its controlling stockholders or subsidiaries: Any corporate restructuring of the Issuer is permitted, provided that (a) the resulting entity which assumes all the Issuer’s assets effectively assumes all obligations under the Note; (b) no Event of Default had occurred after the reorganization; (c) the Issuer certifies that it complied with these conditions and presents an independent legal opinion that certifies that the resulting entity legally assumed all the obligations under the Notes.

 

vi.Conditions for changing the rights assured by such securities:

 

Certain changes can be made in the terms and conditions of the Subordinated Notes, without the consent of their holders, such as changes: (i) that are minor corrections; (ii) that are related only to form or are of a technical nature; (iii) that are made to correct a patent error; (iv) that are made to correct an ambiguity or inconsistency; (v) that are made in conformity with an allowed corporate restructuring process; (vi) that are made for other modifications that do not substantially affect the rights of the holders of the Subordinated Notes. The changes will be communicated to the holders of the Subordinated Notes by the Trustee as soon as possible.

 

Additionally, the Issuer may change the terms and conditions applicable to the Subordinated Notes, once for each series, solely to meet a requirement imposed by the Central Bank of Brazil, so that the Subordinated Notes may be considered as included in Tier II of the Referential Equity, in accordance with CMN Resolution No. 3,444 of February 28, 2007 (“Resolution No. 3,444”), as amended from time to time. The Issuer may not make any change that implies modification, at any level, to the interest rate of the Subordinated Notes, the amount of the outstanding Notes, the payment dates of interest and its exponential levying, the maturity date originally agreed, and the subordination of these Notes.

 

vii.Other relevant characteristics:

 

The Subordinated Notes are direct, unsecured and subordinated obligations of the Issuer, and they will be subordinated in payment preference to all the other liabilities of the Issuer (except for obligations to stockholders). The Subordinated Notes will be ranked equally at any time, with no preference, and they will have, at any time and considering certain exceptions possibly set forth in legislation, the same payment

 

 

 

 

preferences as all current and future subordinated obligations, with no guarantee of the Issuer, in accordance with Resolution No. 3,444.

 

The Subordinated Notes were established by the Amended and Restated Trust Deed, dated March 17, 2011, entered into by the Issuer and The Bank of New York Mellon, as the Trustee of the holders of the Subordinated Notes, as amended from time to time. Each issue of Notes will be supplemented by the issue of the Final Terms, following the model agreed upon by the Issuer and the Trustee.

 

The Subordinated Notes are issued solely as book-entry notes.

 

The Subordinated Notes were offered by a syndicate of Dealers of the operation, under the Amended and Restated Dealer Agreement dated March 17, 2011, as amended from time to time.

 

The Dealers of this issue are: Banco Itaú Europa S.A. – London Branch; Goldman Sachs & Co., and Morgan Stanley & Co. Incorporated. The Dealers can be changed by the issuer at any time.

 

An authorization from the Luxembourg Stock Exchange was obtained for the Notes issued in the scope of the Program to be admitted for trading on the Euro MTF market, managed by that stock exchange, for a 12-month period counted from March 12, 2015. The first day of listing of the Notes was April 15, 2010.

 

The Notes were not subject to registration under the Securities Act, and they were offered solely: (i) in the United States of America to Qualified Buyers, as defined in Rule 144A; and (ii) in any other country to Non-US Persons, in accordance with the definition of the Regulation S of the Securities Act. See item “f –“Restriction on Outstanding Securities”

 

There has not been and there will not be any effort for a public distribution of the Notes, and therefore no public offering has been registered with the Brazilian Securities Commission, or with any other similar body in any other country. The Notes will not be issued, placed, distributed, offered nor traded in the Brazilian capital markets.

 

Subject to the authorization of the Central Bank of Brazil and the compliance with the operational and capital limits set forth in the item below, the Issuer (or any of its subsidiaries) may, at any time and for any price, repurchase the Subordinated Notes in the secondary market or in any other way, provided that it is in compliance with the terms of subordination. The Subordinated Notes so purchased will neither entitle the Issuer to attend the annual meeting of the holders of Subordinated Notes nor be computed for quorum purposes in these meetings.

 

Any payment of principal and interest of the Subordinated Notes may be postponed if: (i) the Issuer notes that it is in, or that the payment of such amounts may cause, non-compliance with the rules of capital adequacy and operational limits set forth by CMN Resolution No. 3,444 or CMN Resolution No. 2,099 of August 17, 1994; or (ii) their financial indexes fall below the minimum required by the regulations applicable to the Issuer.

 

 

 

 

Second Issue

 

a. Identification of the Issue, indicating the Jurisdiction: Medium-Term Notes (“Notes”)

 

The Notes and all documents referring to the Program will be governed by the English laws and the courts of England will be responsible for settling any doubts arising from the Program and the Notes issued within its Scope.

 

 

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum denominations of US$100,000.00 and integer multiples from US$1,000.00 thereafter.

 

 

c.  Total Face Value: US$1,000,000,000.00

 

 

d.  Issue Date: September 23, 2010.

 

 

e.  Debt balance on December 31, 2016: R$3,352,334,242.74

 

 

f.  Restrictions on Outstanding Securities:

 

The Notes are offered solely under the terms of Rule 144A of the United States Securities Act of 1933 (“Rule 144A” and the “Securities Act”) and of Regulation S of the Securities Act (“Regulation S”), so that the buyers of the Notes must declare certain conditions, including, without limitations, the declarations that they are Qualified Institutional Buyers under Rule 144A or Non-US Persons under Regulation S, and that they understand that the Notes have not been registered under the terms of the Securities Act.

 

The secondary trading of the Notes, or of any right related to them, will depend on the delivery, by the seller of a declaration to the transfer agent of compliance with legislation applicable to the Notes.

 

 

g.  Convertibility into Shares: Not applicable.

 

 

h. Possibility of Redemption: Yes, as follows.

 

Cases for Redemption

Early redemption of Subordinated Notes for tax reasons: Subject to the authorization from the Central Bank of Brazil (if required at the time of redemption), the Subordinated Notes will be redeemed at the Issuer’s discretion, always in their totality at any time, upon prior notice to the holders of the Notes and subject to certain conditions of tax nature.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: Subject to the prior authorization from the Central Bank of Brazil (if required at the time of redemption), the Issuer may redeem the Subordinated Notes in their totality, upon prior notice to the holders of the Subordinated Notes, should there be a regulatory event. A Regulatory Event is defined as a written notice from the Brazilian regulatory authority, establishing that the Subordinated Notes are not classified as belonging to Tier II of the Referential Equity.

 

The Subordinated Notes may not be early redeemed at the holders’ discretion.

 

The Subordinated Notes will be cancelled in all the aforementioned cases.

 

Formula for the Calculation of the Redemption Amount

Early redemption of Subordinated Notes for tax reasons: 100% of the denominated value of US$1,000.00.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: 100% of the denominated value of US$1,000.00.

 

 

 

 

 

i.   When the securities are debt-related, please indicate, when applicable:

 

i.Maturity, including early maturity conditions

 

The maturity date of the Notes is January 22, 2021.

 

If any of the following events occur (each one, an “Event of Default”) and such occurrence survives time, the Trustee of the holders of the Notes, if so instructed by at least one-third of the holders – computed at the face value of the Notes – or if so instructed by a special resolution of the holders of the Notes, should inform the Issuer of the early maturity of the Notes, and the payment for which will become immediately required, subject to the terms governing the calculation of the early redemption amount.

 

If (i) the Issuer is dissolved (except in connection with a merger or corporate restructuring not involving bankruptcy or insolvency and provided that the Issuer’s legal successor assumes the obligations arising from the Notes); (ii) it suspends the payment or is unable to honor the payment of its debts; (iii) it submits a judicial recovery plan or files for bankruptcy or takes any other action that implies a change in the payment conditions of its debts; or (iv) bankruptcy proceedings are filed by third parties against the Issuer, and provided that these actions are not suspended within sixty (60) days of their submission.

 

The Issuer, however, will only be required to pay the amounts due if it is declared bankrupted, has been dissolved or is unable to make the payment of the totality or a substantial portion of its liabilities, it being clear that the payment of the Subordinated Notes should observe the terms of subordination.

 

ii.Interest:

 

These are fixed-rate Subordinated Notes, of which interest rate is 5.75% p.a.

 

The payments of principal and interest will be made by The Bank of New York Mellon, London and Luxembourg branches.

 

Interest will be levied on the face value of each Note, from the issue date of the Notes, and it will be due every six months on January 22 and July 22, beginning January 22, 2011.

 

iii.Guarantees: Not applicable. Subordinated Notes. In the event of winding up, the holders of the Notes will receive repayment after all the other special creditors with secured guarantees and after all the other unsecured creditors have been satisfied.

 

iv.Type: Subordinated. See item “vii” Other relevant characteristics.

 

v.Possible restrictions imposed on the issuer with respect to:
   
·the distribution of dividends: Not applicable.
·the disposal of certain assets: Not applicable.
·the contracting of new debt: Not applicable.
·the issue of new securities: Not applicable.
·corporate transactions carried out involving the issuer, its controlling stockholders or subsidiaries: Any corporate restructuring of the Issuer is permitted, provided that (a) the resulting entity which assumes all the Issuer’s assets effectively assumes all obligations under the Note; (b) no Event of Default had occurred after the reorganization; (c) the Issuer certifies that it complied with these conditions and presents an independent legal opinion that certifies that the resulting entity legally assumed all the obligations under the Notes.

 

vi.Conditions for changing the rights assured by such securities:

 

Certain changes can be made in the terms and conditions of the Subordinated Notes, without the consent of their holders, such as changes: (i) that are minor corrections; (ii) that are related only to form or are of a technical nature; (iii) that are made to correct a patent error; (iv) that are made to correct an ambiguity or inconsistency; (v) that are made in conformity with an allowed corporate restructuring process; (vi) that are made for other modifications that do not substantially affect the rights of the holders of the Subordinated Notes. The changes will be communicated to the holders of the Subordinated Notes by the Trustee as soon as possible.

 

Additionally, the Issuer may change the terms and conditions applicable to the Subordinated Notes, once for each series, solely to meet a requirement imposed by the Central Bank of Brazil, so that the Subordinated Notes may be considered as included in Tier II of the Referential Equity, in accordance with CMN Resolution No. 3,444 of February 28, 2007 (“Resolution No. 3,444”), as amended from time to time. The Issuer may not make any change that implies modification, at any level, to the interest rate of the Subordinated Notes, the amount of the outstanding Notes, the payment dates of interest and its exponential levying, the maturity date originally agreed, and the subordination of these Notes.

 

vii.Other relevant characteristics:

 

The Subordinated Notes are direct, unsecured and subordinated obligations of the Issuer, and they will be subordinated in payment preference to all the other liabilities of the Issuer (except for obligations to stockholders). The Subordinated Notes will be ranked equally at any time, with no preference, and they will have, at any time and considering certain exceptions possibly set forth in legislation, the same payment

 

 

 

 

preferences as all current and future subordinated obligations, with no guarantee of the Issuer, in accordance with Resolution No. 3,444.

 

The Subordinated Notes were established by the Amended and Restated Trust Deed, dated March 17, 2011, entered into by the Issuer and The Bank of New York Mellon, as the Trustee of the holders of the Subordinated Notes, as amended from time to time. Each issue of Notes will be supplemented by the issue of the Final Terms, following the model agreed upon by the Issuer and the Trustee.

 

The Subordinated Notes are issued solely as book-entry notes.

 

The Subordinated Notes were offered by a syndicate of Dealers of the operation, under the Amended and Restated Dealer Agreement dated March 17, 2011, as amended from time to time.

 

The Dealers of this issue are: Banco Itaú Europa S.A. – London Branch, Deutsche Bank Securities, Inc., and JP Morgan Securities LLC. An authorization from the Luxembourg Stock Exchange was obtained for the Notes issued in the scope of the Program to be admitted for trading on the Euro MTF market, managed by that stock exchange, for a 12 -month period counted from March 12, 2015. The first day of listing of the Notes was September 23, 2010.

 

The Notes were not subject to registration under the Securities Act, and they were offered solely: (i) in the United States of America to Qualified Buyers, as defined in Rule 144A; and (ii) in any other country to Non-US Persons, in accordance with the definition of the Regulation S of the Securities Act. See item “f – “Restriction on Outstanding Securities”

 

There has not been and there will not be any effort for a public distribution of the Notes, and therefore no public offering has been registered with the Brazilian Securities Commission, or with any other similar body in any other country. The Notes will not be issued, placed, distributed, offered nor traded in the Brazilian capital markets.

 

Subject to the authorization of the Central Bank of Brazil and the compliance with the operational and capital limits set forth in the item below, the Issuer (or any of its subsidiaries) may, at any time and for any price, repurchase the Subordinated Notes in the secondary market or in any other way, provided that it is in compliance with the terms of subordination. The Subordinated Notes so purchased will neither entitle the Issuer to attend the annual meeting of the holders of Subordinated Notes nor be computed for quorum purposes in these meetings.

 

Any payment of principal and interest of the Subordinated Notes may be postponed if: (i) the Issuer notes that it is in, or that the payment of such amounts may cause, non-compliance with the rules of capital adequacy and operational limits set forth by CMN Resolution No. 3,444 or CMN Resolution No. 2,099 of August 17, 1994; or (ii) their financial indexes fall below the minimum required by the regulations applicable to the Issuer.

 

 

 

 

Third Issue 

 

a. Identification of the Issue, indicating the Jurisdiction: Medium-Term Senior Notes (“Notes”)

 

The Notes and all documents referring to the Program will be governed by the English laws and the courts of England will be responsible for settling any doubts arising from the Program and the Notes issued within its Scope.

 

 

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum denominations of US$100,000.00 and integer multiples from US$1,000.00 thereafter.

 

 

c. Total Face Value: BRL500,000,000.00

 

 

d. Issue Date: November 23, 2010.

 

 

 e. Debt balance on December 31, 2015: The issue was settled on November 23, 2015.

 

Reopening of the Second Issue

 

 

a. Identification of the Issue, indicating the Jurisdiction: Medium-Term Notes (“Notes”)

 

The Notes and all documents referring to the Program will be governed by the English laws and the courts of England will be responsible for settling any doubts arising from the Program and the Notes issued within its Scope.

 

 

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum denominations of US$100,000.00 and integer multiples from US$1,000.00 thereafter.

 

 

c. Total Face Value: US$250,000,000.00, being the second issue total amount, jointly with the first series, which is US$1,250,000,000.00. See item “vii” – Other relevant characteristics.

 

 

d. Issue Date: January 31, 2011.

 

 

e. Debt balance on December 31, 2016: R$814,775,000.00

 

 

f. Restrictions on Outstanding Securities:

 

The Notes are offered solely under the terms of Rule 144A of the United States Securities Act of 1933 (“Rule 144A” and the “Securities Act”) and of Regulation S of the Securities Act (“Regulation S”), so that the buyers of the Notes must declare certain conditions, including, without limitations, the declarations that they are Qualified Institutional Buyers under Rule 144A or Non-US Persons under Regulation S, and that they understand that the Notes have not been registered under the terms of the Securities Act.

 

The secondary trading of the Notes, or of any right related to them, will depend on the delivery, by the seller of a declaration to the transfer agent of compliance with legislation applicable to the Notes.

 

 

g. Convertibility into Shares: Not applicable.

 

 

h. Possibility of Redemption: Yes, as follows.

 

Cases for Redemption:

Early redemption of Subordinated Notes for tax reasons: Subject to the authorization from the Central Bank of Brazil (if required at the time of redemption), the Subordinated Notes will be redeemed at the Issuer’s discretion, always in their totality at any time, upon prior notice to the holders of the Notes and subject to certain conditions of tax nature.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: Subject to the prior authorization from the Central Bank of Brazil (if required at the time of redemption), the Issuer may redeem the Subordinated Notes in their totality, upon prior notice to the holders of the Subordinated Notes, should there be a regulatory event. A Regulatory Event is defined as a written notice from the Brazilian regulatory authority, establishing that the Subordinated Notes are not classified as belonging to Tier II of the Referential Equity.

 

The Subordinated Notes may not be early redeemed at the holders’ discretion.

 

The Subordinated Notes will be cancelled in all the aforementioned cases.

 

Formula for the Calculation of the Redemption Amount:

Early redemption of Subordinated Notes for tax reasons: 100% of the denominated value of US$1,000.00.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: 100% of the denominated value of US$1,000.00.

 

 

 

 

 

i. When the securities are debt-related, please indicate, when applicable:

 

i.Maturity, including early maturity conditions

 

The maturity date of the Notes is January 22, 2021.

 

If any of the following events occur (each one, an “Event of Default”) and such occurrence survives time, the Trustee of the holders of the Notes, if so instructed by at least one -third of the holders – computed at the face value of the Notes – or if so instructed by a special resolution of the holders of the Notes, should inform the Issuer of the early maturity of the Notes, and the payment for which will become immediately required, subject to the terms governing the calculation of the early redemption amount.

 

If (i) the Issuer is dissolved (except in connection with a merger or corporate restructuring not involving bankruptcy or insolvency and provided that the Issuer’s legal successor assumes the obligations arising from the Notes); (ii) it suspends the payment or is unable to honor the payment of its debts; (iii) it submits a judicial recovery plan or files for bankruptcy or takes any other action that implies a change in the payment conditions of its debts; or (iv) bankruptcy proceedings are filed by third parties against the Issuer, and provided that these actions are not suspended within sixty (60) days of their submission.

 

The Issuer, however, will only be required to pay the amounts due if it is declared bankrupted, has been dissolved or is unable to make the payment of the totality or a substantial portion of its liabilities, it being clear that the payment of the Subordinated Notes should observe the terms of subordination.

 

ii.Interest:

 

These are fixed-rate Subordinated Notes, of which interest rate is 5.75% p.a.

 

The payments of principal and interest will be made by The Bank of New York Mellon, London and Luxembourg branches.

 

Interest will be levied on the face value of each Note, from the issue date of the Notes, and it will be due every six months on January 22 and July 22, beginning January 22, 2011.

 

iii.Guarantees: Not applicable. Subordinated Notes. In the event of winding up, the holders of the Notes will receive repayment after all the other special creditors with secured guarantees and after all the other unsecured creditors have been satisfied.

 

iv.Type: Subordinated. See item “vii” – Other relevant characteristics.

 

v.Possible restrictions imposed on the issuer with respect to:

 

·the distribution of dividends: Not applicable.
·the disposal of certain assets: Not applicable.

·the contracting of new debt: Not applicable.
·the issue of new securities: Not applicable.
·corporate transactions carried out involving the issuer, its controlling stockholders or subsidiaries: Any corporate restructuring of the Issuer is permitted, provided that (a) the resulting entity which assumes all the Issuer’s assets effectively assumes all obligations under the Note; (b) no Event of Default had occurred after the reorganization; (c) the Issuer certifies that it complied with these conditions and presents an independent legal opinion that certifies that the resulting entity legally assumed all the obligations under the Notes.

 

vi.Conditions for changing the rights assured by such securities:

 

Certain changes can be made in the terms and conditions of the Subordinated Notes, without the consent of their holders, such as changes: (i) that are minor corrections; (ii) that are related only to form or are of a technical nature; (iii) that are made to correct a patent error; (iv) that are made to correct an ambiguity or inconsistency; (v) that are made in conformity with an allowed corporate restructuring process; (vi) that are made for other modifications that do not substantially affect the rights of the holders of the Subordinated Notes. The changes will be communicated to the holders of the Subordinated Notes by the Trustee as soon as possible.

 

Additionally, the Issuer may change the terms and conditions applicable to the Subordinated Notes, once for each series, solely to meet a requirement imposed by the Central Bank of Brazil, so that the Subordinated Notes may be considered as included in Tier II of the Referential Equity, in accordance with CMN Resolution No. 3,444 of February 28, 2007 (“Resolution No. 3,444”), as amended from time to time. The Issuer may not make any change that implies modification, at any level, to the interest rate of the Subordinated Notes, the amount of the outstanding Notes, the payment dates of interest and its exponential levying, the maturity date originally agreed, and the subordination of these Notes.

 

vii.Other relevant characteristics:

 

The Subordinated Notes are direct, unsecured and subordinated obligations of the Issuer, and they will be subordinated in payment preference to all the other liabilities of the Issuer (except for obligations to stockholders). The Subordinated Notes will be ranked equally at any time, with no preference, and they will have, at any time and considering certain exceptions possibly set forth in legislation, the same payment

 

 

 

 

preferences as all current and future subordinated obligations, with no guarantee of the Issuer, in accordance with Resolution No. 3,444.

 

The Subordinated Notes were established by the Amended and Restated Trust Deed, dated March 17, 2011, entered into by the Issuer and The Bank of New York Mellon, as the Trustee of the holders of the Subordinated Notes, as amended from time to time. Each issue of Notes will be supplemented by the issue of the Final Terms, following the model agreed upon by the Issuer and the Trustee.

 

The Subordinated Notes described herein were issued and distributed by reopening the second issue of Notes and are the second series of the second issue of Notes under the Trust Deed. The Notes issued in the first series and the Notes issued in the second series of the second issue will share the same CUSIP and ISIN codes and will be fungible with each other from March 12, 2011.

 

The Subordinated Notes are issued solely as book-entry notes.

 

The Subordinated Notes were offered by a syndicate of Dealers of the operation, under the Amended and Restated Dealer Agreement dated March 17, 2011, as amended from time to time.

 

The Dealers of this issue are: Banco Itaú Europa S.A. – London Branch; Deutsche Bank Securities, Inc., and JP Morgan Securities LLC. An authorization from the Luxembourg Stock Exchange was obtained for the Notes issued in the scope of the Program to be admitted for trading on the Euro MTF market, managed by that stock exchange, for a 12-month period counted from March 12, 2015. The first day of listing of the Notes of the second series of the second issue was January 31, 2011. The first day of listing of the Notes of the first series of the second issue was September 23, 2010.

 

The Notes were not subject to registration under the Securities Act, and they were offered solely: (i) in the United States of America to Qualified Buyers, as defined in Rule 144A; and (ii) in any other country to Non-US Persons, in accordance with the definition of the Regulation S of the Securities Act. See item “f – “Restriction on Outstanding Securities”.

 

There has not been and there will not be any effort for a public distribution of the Notes, and therefore no public offering has been registered with the Brazilian Securities Commission, or with any other similar body in any other country. The Notes will not be issued, placed, distributed, offered nor traded in the Brazilian capital markets.

 

Subject to the authorization of the Central Bank of Brazil and the compliance with the operational and capital limits set forth in the item below, the Issuer (or any of its subsidiaries) may, at any time and for any price, repurchase the Subordinated Notes in the secondary market or in any other way, provided that it is in compliance with the terms of subordination. The Subordinated Notes so purchased will neither entitle the Issuer to attend the annual meeting of the holders of Subordinated Notes nor be computed for quorum purposes in these meetings.

 

Any payment of principal and interest of the Subordinated Notes may be postponed if: (i) the Issuer notes that it is in, or that the payment of such amounts may cause, non-compliance with the rules of capital adequacy and operational limits set forth by CMN Resolution No. 3,444 or CMN Resolution No. 2,099 of August 17, 1994; or (ii) their financial indexes fall below the minimum required by the regulations applicable to the Issuer.

 

 

 

 

Fourth Issue 

 

a. Identification of the Issue, indicating the Jurisdiction: Medium-Term Notes (“Notes”)

 

The Notes and all documents referring to the Program will be governed by the English laws and the courts of England will be responsible for settling any doubts arising from the Program and the Notes issued within its Scope.

 

 

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum denominations of US$200,000.00 and integer multiples from US$1,000.00 thereafter.

 

 

c. Total Face Value: US$500,000,000.00

 

 

d. Issue Date: June 21, 2011.

 

 

e. Debt balance on December 31, 2016: R$1,646,847,258.60

 

 

f. Restrictions on Outstanding Securities:

 

The Notes are offered solely under the terms of Rule 144A of the United States Securities Act of 1933 (“Rule 144A” and the “Securities Act”) and of Regulation S of the Securities Act (“Regulation S”), so that the buyers of the Notes must declare certain conditions, including, without limitations, the declarations that they are Qualified Institutional Buyers under Rule 144A or Non-US Persons under Regulation S, and that they understand that the Notes have not been registered under the terms of the Securities Act.

 

The secondary trading of the Notes, or of any right related to them, will depend on the delivery, by the seller of a declaration to the transfer agent of compliance with legislation applicable to the Notes.

 

 

g. Convertibility into Shares: Not applicable.

 

 

h. Possibility of Redemption: Yes, as follows.

 

Cases for Redemption:

Early redemption of Subordinated Notes for tax reasons: Subject to the authorization from the Central Bank of Brazil (if required at the time of redemption), the Subordinated Notes will be redeemed at the Issuer’s discretion, always in their totality at any time, upon prior notice to the holders of the Notes and subject to certain conditions of tax nature.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: Subject to the prior authorization from the Central Bank of Brazil (if required at the time of redemption), the Issuer may redeem the Subordinated Notes in their totality, upon prior notice to the holders of the Subordinated Notes, should there be a regulatory event. A Regulatory Event is defined as a written notice from the Brazilian regulatory authority, establishing that the Subordinated Notes are not classified as belonging to Tier II of the Referential Equity.

 

The Subordinated Notes may not be early redeemed at the holders’ discretion.

 

The Subordinated Notes will be cancelled in all the aforementioned cases.

 

Formula for the Calculation of the Redemption Amount:

Early redemption of Subordinated Notes for tax reasons: 100% of the denominated value of US$1,000.00.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: 100% of the denominated value of US$1,000.00.

 

i. When the securities are debt-related, please indicate, when applicable:

 

i.Maturity, including early maturity conditions

 

The maturity date of the Notes is December 21, 2021.

 

If any of the following events occur (each one, an “Event of Default”) and such occurrence survives time, the Trustee of the holders of the Notes, if so instructed by at least one-third of the holders – computed at the face value of the Notes – or if so instructed by a special resolution of the holders of the Notes, should inform the Issuer of the early maturity of the Notes, and the payment for which will become immediately required, subject to the terms governing the calculation of the early redemption amount.

 

If (i) the Issuer is dissolved (except in connection with a merger or corporate restructuring not involving bankruptcy or insolvency and provided that the Issuer’s legal successor assumes the obligations arising

 

 

 

 

from the Notes); (ii) it suspends the payment or is unable to honor the payment of its debts; (iii) it submits a judicial recovery plan or files for bankruptcy or takes any other action that implies a change in the payment conditions of its debts; or (iv) bankruptcy proceedings are filed by third parties against the Issuer, and provided that these actions are not suspended within sixty (60) days of their submission.

 

The Issuer, however, will only be required to pay the amounts due if it is declared bankrupted, has been dissolved or is unable to make the payment of the totality or a substantial portion of its liabilities, it being clear that the payment of the Subordinated Notes should observe the terms of subordination.

 

ii.Interest:

 

These are fixed-rate Subordinated Notes, of which interest rate is 6.20% p.a.

 

The payments of principal and interest will be made by The Bank of New York Mellon, London and Luxembourg branches.

 

Interest will be levied on the face value of each Note, from the issue date of the Notes, and it will be due every six months on June 21 and December 21, beginning December 21, 2011.

 

iii.Guarantees:

 

Not applicable. Subordinated Notes. In the event of winding up, the holders of the Notes will receive repayment after all the other special creditors with secured guarantees and after all the other unsecured creditors have been satisfied.

 

iv.Type:

 

Subordinated. See item “vii” – Other relevant characteristics.

 

v.Possible restrictions imposed on the issuer with respect to:

 

·the distribution of dividends: Not applicable.
·the disposal of certain assets: Not applicable.
·the contracting of new debt: Not applicable.
·the issue of new securities: Not applicable.
·corporate transactions carried out involving the issuer, its controlling stockholders or subsidiaries: Any corporate restructuring of the Issuer is permitted, provided that (a) the resulting entity which assumes all the Issuer’s assets effectively assumes all obligations under the Note; (b) no Event of Default had occurred after the reorganization; (c) the Issuer certifies that it complied with these conditions and presents an independent legal opinion that certifies that the resulting entity legally assumed all the obligations under the Notes.

 

vi.Conditions for changing the rights assured by such securities:

 

Certain changes can be made in the terms and conditions of the Subordinated Notes, without the consent of their holders, such as changes: (i) that are minor corrections; (ii) that are related only to form or are of a technical nature; (iii) that are made to correct a patent error; (iv) that are made to correct an ambiguity or inconsistency; (v) that are made in conformity with an allowed corporate restructuring process; (vi) that are made for other modifications that do not substantially affect the rights of the holders of the Subordinated Notes. The changes will be communicated to the holders of the Subordinated Notes by the Trustee as soon as possible.

 

Additionally, the Issuer may change the terms and conditions applicable to the Subordinated Notes, once for each series, solely to meet a requirement imposed by the Central Bank of Brazil, so that the Subordinated Notes may be considered as included in Tier II of the Referential Equity, in accordance with CMN Resolution No. 3,444 of February 28, 2007 (“Resolution No. 3,444”), as amended from time to time. The Issuer may not make any change that implies modification, at any level, to the interest rate of the Subordinated Notes, the amount of the outstanding Notes, the payment dates of interest and its exponential levying, the maturity date originally agreed, and the subordination of these Notes.

 

vii.Other relevant characteristics:

 

The Subordinated Notes are direct, unsecured and subordinated obligations of the Issuer, and they will be subordinated in payment preference to all the other liabilities of the Issuer (except for obligations to stockholders). The Subordinated Notes will be ranked equally at any time, with no preference, and they will have, at any time and considering certain exceptions possibly set forth in legislation, the same payment preferences as all current and future subordinated obligations, with no guarantee of the Issuer, in accordance with Resolution No. 3,444.

 

The Subordinated Notes were established by the Amended and Restated Trust Deed, dated March 17, 2011, entered into by the Issuer and The Bank of New York Mellon, as the Trustee of the holders of the Subordinated Notes, as amended from time to time. Each issue of Notes will be supplemented by the issue of the Final Terms, following the model agreed upon by the Issuer and the Trustee.

 

The Subordinated Notes are issued solely as book-entry notes.

 

 

 

 

The Subordinated Notes were offered by a syndicate of Dealers of the operation, under the Amended and Restated Dealer Agreement dated March 17, 2011, as amended from time to time.

 

The Dealers of this issue are: Banco Itaú BBA International S.A. – London Branch, and Merrill Lynch, Pierce, Fenner & Smith Incorporated. An authorization from the Luxembourg Stock Exchange was obtained for the Notes issued in the scope of the Program to be admitted for trading on the Euro MTF market, managed by that stock exchange. The first day of listing of the Notes was June 21, 2011.

 

The Notes were not subject to registration under the Securities Act, and they were offered solely: (i) in the United States of America to Qualified Buyers, as defined in Rule 144A; and (ii) in any other country to Non-US Persons, in accordance with the definition of the Regulation S of the Securities Act. See item “f – “Restriction on Outstanding Securities”

 

There has not been and there will not be any effort for a public distribution of the Notes, and therefore no public offering has been registered with the Brazilian Securities Commission, or with any other similar body

 

 

 

 

in any other country. The Notes will not be issued, placed, distributed, offered nor traded in the Brazilian capital markets.

 

Subject to the authorization of the Central Bank of Brazil and the compliance with the operational and capital limits set forth in the item below, the Issuer (or any of its subsidiaries) may, at any time and for any price, repurchase the Subordinated Notes in the secondary market or in any other way, provided that it is in compliance with the terms of subordination. The Subordinated Notes so purchased will neither entitle the Issuer to attend the annual meeting of the holders of Subordinated Notes nor be computed for quorum purposes in these meetings.

 

Any payment of principal and interest of the Subordinated Notes may be postponed if: (i) the Issuer notes that it is in, or that the payment of such amounts may cause, non-compliance with the rules of capital adequacy and operational limits set forth by CMN Resolution No. 3,444 or CMN Resolution No. 2,099 of August 17, 1994; or (ii) their financial indexes fall below the minimum required by the regulations applicable to the Issuer.

 

 

Reopening of the Fourth Issue

 

 

a. Identification of the Issue, indicating the Jurisdiction: Medium-Term Notes (“Notes”)

 

The Notes and all documents referring to the Program will be governed by the English laws and the courts of England will be responsible for settling any doubts arising from the Program and the Notes issued within its Scope.

 

 

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum denominations of US$200,000.00 and integer multiples from US$1,000.00 thereafter.

 

 

c. Total Face Value: US$550,000,000.00, being the fourth issue total amount, jointly with the first series, which is US$1,050,000,000.00. See item “vii” – Other relevant characteristics.

 

 

d. Issue Date: January 24, 2012.

 

 

e. Debt balance on December 31, 2016: R$1,792,505,000.00

 

 

f. Restrictions on Outstanding Securities:

 

The Notes are offered solely under the terms of Rule 144A of the United States Securities Act of 1933 (“Rule 144A” and the “Securities Act”) and of Regulation S of the Securities Act (“Regulation S”), so that the buyers of the Notes must declare certain conditions, including, without limitations, the declarations that they are Qualified Institutional Buyers under Rule 144A or Non-US Persons under Regulation S, and that they understand that the Notes have not been registered under the terms of the Securities Act.

 

The secondary trading of the Notes, or of any right related to them, will depend on the delivery, by the seller of a declaration to the transfer agent of compliance with legislation applicable to the Notes.

 

 

g. Convertibility into Shares: Not applicable.

 

 

h. Possibility of Redemption: Yes, as follows.

 

Cases for Redemption

Early redemption of Subordinated Notes for tax reasons: Subject to the authorization from the Central Bank of Brazil (if required at the time of redemption), the Subordinated Notes will be redeemed at the Issuer’s discretion, always in their totality at any time, upon prior notice to the holders of the Notes and subject to certain conditions of tax nature.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: Subject to the prior authorization from the Central Bank of Brazil (if required at the time of redemption), the Issuer may redeem the Subordinated Notes in their totality, upon prior notice to the holders of the Subordinated Notes, should there be a regulatory event. A Regulatory Event is defined as a written notice from the Brazilian regulatory authority, establishing that the Subordinated Notes are not classified as belonging to Tier II of the Referential Equity.

 

The Subordinated Notes may not be early redeemed at the holders’ discretion.

 

The Subordinated Notes will be cancelled in all the aforementioned cases.

 

Formula for the Calculation of the Redemption Amount :

Early redemption of Subordinated Notes for tax reasons: 100% of the denominated value of US$1,000.00.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: 100% of the denominated value of US$1,000.00.

 

 

i. When the securities are debt-related, please indicate, when applicable:

 

i.Maturity, including early maturity conditions

 

The maturity date of the Notes is December 21, 2021.

 

If any of the following events occur (each one, an “Event of Default”) and such occurrence survives time, the Trustee of the holders of the Notes, if so instructed by at least one-third of the holders – computed at the face value of the Notes – or if so instructed by a special resolution of the holders of the Notes, should

 

 

 

 

inform the Issuer of the early maturity of the Notes, and the payment for which will become immediately required, subject to the terms governing the calculation of the early redemption amount.

 

If (i) the Issuer is dissolved (except in connection with a merger or corporate restructuring not involving bankruptcy or insolvency and provided that the Issuer’s legal successor assumes the obligations arising from the Notes); (ii) it suspends the payment or is unable to honor the payment of its debts; (iii) it submits a judicial recovery plan or files for bankruptcy or takes any other action that implies a change in the payment conditions of its debts; or (iv) bankruptcy proceedings are filed by third parties against the Issuer, and provided that these actions are not suspended within sixty (60) days of their submission.

 

The Issuer, however, will only be required to pay the amounts due if it is declared bankrupted, has been dissolved or is unable to make the payment of the totality or a substantial portion of its liabilities, it being clear that the payment of the Subordinated Notes should observe the terms of subordination.

 

ii.Interest:

 

These are fixed-rate Subordinated Notes, of which interest rate is 6.20% p.a.

 

The payments of principal and interest will be made by The Bank of New York Mellon, London and Luxembourg branches.

 

Interest will be levied on the face value of each Note, from the issue date of the Notes, and it will be due every six months on June 21 and December 21, beginning June 21, 2012.

 

iii.Guarantees: Not applicable. Subordinated Notes. In the event of winding up, the holders of the Notes will receive repayment after all the other special creditors with secured guarantees and after all the other unsecured creditors have been satisfied.

 

iv.Type: Subordinated. See item “vii” – Other relevant characteristics.

 

v.Possible restrictions imposed on the issuer with respect to:

 

·the distribution of dividends: Not applicable.
·the disposal of certain assets: Not applicable.

·the contracting of new debt: Not applicable.
·the issue of new securities: Not applicable.
·corporate transactions carried out involving the issuer, its controlling stockholders or subsidiaries: Any corporate restructuring of the Issuer is permitted, provided that (a) the resulting entity which assumes all the Issuer’s assets effectively assumes all obligations under the Note; (b) no Event of Default had occurred after the reorganization; (c) the Issuer certifies that it complied with these conditions and presents an independent legal opinion that certifies that the resulting entity legally assumed all the obligations under the Notes.

 

vi.Conditions for changing the rights assured by such securities:

 

Certain changes can be made in the terms and conditions of the Subordinated Notes, without the consent of their holders, such as changes: (i) that are minor corrections; (ii) that are related only to form or are of a technical nature; (iii) that are made to correct a patent error; (iv) that are made to correct an ambiguity or inconsistency; (v) that are made in conformity with an allowed corporate restructuring process; (vi) that are made for other modifications that do not substantially affect the rights of the holders of the Subordinated Notes. The changes will be communicated to the holders of the Subordinated Notes by the Trustee as soon as possible.

 

Additionally, the Issuer may change the terms and conditions applicable to the Subordinated Notes, once for each series, solely to meet a requirement imposed by the Central Bank of Brazil, so that the Subordinated Notes may be considered as included in Tier II of the Referential Equity, in accordance with CMN Resolution No. 3,444 of February 28, 2007 (“Resolution No. 3,444”), as amended from time to time. The Issuer may not make any change that implies modification, at any level, to the interest rate of the Subordinated Notes, the amount of the outstanding Notes, the payment dates of interest and its exponential levying, the maturity date originally agreed, and the subordination of these Notes.

 

vii.Other relevant characteristics:

 

The Subordinated Notes are direct, unsecured and subordinated obligations of the Issuer, and they will be subordinated in payment preference to all the other liabilities of the Issuer (except for obligations to stockholders). The Subordinated Notes will be ranked equally at any time, with no preference, and they will have, at any time and considering certain exceptions possibly set forth in legislation, the same payment preferences as all current and future subordinated obligations, with no guarantee of the Issuer, in accordance with Resolution No. 3,444.

 

The Subordinated Notes were established by the Amended and Restated Trust Deed, dated March 17, 2011, entered into by the Issuer and The Bank of New York Mellon, as the Trustee of the holders of the Subordinated Notes, as amended from time to time. Each issue of Notes will be supplemented by the issue of the Final Terms, following the model agreed upon by the Issuer and the Trustee.

 

 

 

 

The Subordinated Notes described herein were issued and distributed by reopening the fourth issue of Notes and are the second series of the fourth issue of Notes under the Trust Deed. The Notes issued in the first series and the Notes issued in the second series of the fourth issue will share the same CUSIP and ISIN codes and will be fungible with each other from March 4, 2012.

 

Of the total amount of the second series of the fourth issue of Subordinated Notes, US$50,000,000.00 come from the exercise by the Issuer of an extended sale option in the Asian market, as expected by the Final Terms of the Notes.

 

The Subordinated Notes are issued solely as book-entry notes.

 

The Subordinated Notes were offered by a syndicate of Dealers of the operation, under the Amended and Restated Dealer Agreement dated March 17, 2011, as amended from time to time.

 

The Dealers of this issue are: Itaú BBA USA Securities, Inc., J.P. Morgan Securities LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated. An authorization from the Luxembourg Stock Exchange was obtained for the Notes issued in the scope of the Program to be admitted for trading on the Euro MTF market, managed by that stock exchange. The first day of listing of the Notes of the second series of the fourth issue was January 24, 2012. The first day of listing of the Subordinated Notes of the first series of the fourth issue was June 21, 2011.

 

The Notes were not subject to registration under the Securities Act, and they were offered solely: (i) in the United States of America to Qualified Buyers, as defined in Rule 144A; and (ii) in any other country to Non-US Persons, in accordance with the definition of the Regulation S of the Securities Act. See item “f – “Restriction on Outstanding Securities”

 

There has not been and there will not be any effort for a public distribution of the Notes, and therefore no public offering has been registered with the Brazilian Securities Commission, or with any other similar body in any other country. The Notes will not be issued, placed, distributed, offered nor traded in the Brazilian capital markets.

 

Subject to the authorization of the Central Bank of Brazil and the compliance with the operational and capital limits set forth in the item below, the Issuer (or any of its subsidiaries) may, at any time and for any price, repurchase the Subordinated Notes in the secondary market or in any other way, provided that it is in compliance with the terms of subordination. The Subordinated Notes so purchased will neither entitle the Issuer to attend the annual meeting of the holders of Subordinated Notes nor be computed for quorum purposes in these meetings.

 

Any payment of principal and interest of the Subordinated Notes may be postponed if: (i) the Issuer notes that it is in, or that the payment of such amounts may cause, non-compliance with the rules of capital adequacy and operational limits set forth by CMN Resolution No. 3,444 or CMN Resolution No. 2,099 of August 17, 1994; or (ii) their financial indexes fall below the minimum required by the regulations applicable to the Issuer.

 

 

 

 

Fifth Issue 

 

a. Identification of the Issue, indicating the Jurisdiction: Medium-Term Notes (“Notes”)

 

The Notes and all documents referring to the Program will be governed by the English laws and the courts of England will be responsible for settling any doubts arising from the Program and the Notes issued within its Scope.

 

 

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum denominations of US$200,000.00 and integer multiples from US$1,000.00 thereafter.

 

 

c. Total Face Value:  US$1,250,000,000.00

 

 

d. Issue Date: March 19, 2012.

 

 

e. Debt balance on December 31, 2016:  R$4,082,895,002.54

 

 

f. Restrictions on Outstanding Securities:

 

The Notes are offered solely under the terms of Rule 144A of the United States Securities Act of 1933 (“Rule 144A” and the “Securities Act”) and of Regulation S of the Securities Act (“Regulation S”), so that the buyers of the Notes must declare certain conditions, including, without limitations, the declarations that they are Qualified Institutional Buyers under Rule 144A or Non-US Persons under Regulation S, and that they understand that the Notes have not been registered under the terms of the Securities Act.

 

The secondary trading of the Notes, or of any right related to them, will depend on the delivery, by the seller of a declaration to the transfer agent of compliance with legislation applicable to the Notes.

 

 

g. Convertibility into Shares: Not applicable.

 

 

h. Possibility of Redemption: Yes, as follows.

 

Cases for Redemption

Early redemption of Subordinated Notes for tax reasons: Subject to the authorization from the Central Bank of Brazil (if required at the time of redemption), the Subordinated Notes will be redeemed at the Issuer’s discretion, always in their totality at any time, upon prior notice to the holders of the Notes and subject to certain conditions of tax nature.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: Subject to the prior authorization from the Central Bank of Brazil (if required at the time of redemption), the Issuer may redeem the Subordinated Notes in their totality, upon prior notice to the holders of the Subordinated Notes, should there be a regulatory event. A Regulatory Event is defined as a written notice from the Brazilian regulatory authority, establishing that the Subordinated Notes are not classified as belonging to Tier II of the Referential Equity.

 

The Subordinated Notes may not be early redeemed at the holders’ discretion.

 

The Subordinated Notes will be cancelled in all the aforementioned cases.

 

Formula for the Calculation of the Redemption Amount:

Early redemption of Subordinated Notes for tax reasons: 100% of the denominated value of US$1,000.00.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: 100% of the denominated value of US$1,000.00.

 

 

i. When the securities are debt-related, please indicate, when applicable:

 

i.Maturity, including early maturity conditions

 

The maturity date of the Notes is March 19, 2022.

 

If any of the following events occur (each one, an “Event of Default”) and such occurrence survives time, the Trustee of the holders of the Notes, if so instructed by at least one -third of the holders – computed at the face value of the Notes – or if so instructed by a special resolution of the holders of the Notes, should inform the Issuer of the early maturity of the Notes, and the payment for which will become immediately required, subject to the terms governing the calculation of the early redemption amount.

 

If (i) the Issuer is dissolved (except in connection with a merger or corporate restructuring not involving bankruptcy or insolvency and provided that the Issuer’s legal successor assumes the obligations arising from the Notes); (ii) it suspends the payment or is unable to honor the payment of its debts; (iii) it submits a judicial recovery plan or files for bankruptcy or takes any other action that implies a change in the payment conditions of its debts; or (iv) bankruptcy proceedings are filed by third parties against the Issuer, and provided that these actions are not suspended within sixty (60) days of their submission.

 

The Issuer, however, will only be required to pay the amounts due if it is declared bankrupted, has been dissolved or is unable to make the payment of the totality or a substantial portion of its liabilities, it being clear that the payment of the Subordinated Notes should observe the terms of subordination.

 

ii.Interest:

 

These are fixed-rate Subordinated Notes, of which interest rate is 5.65% p.a.

 

The payments of principal and interest will be made by The Bank of New York Mellon, London and Luxembourg branches.

 

 

 

 

Interest will be levied on the face value of each Note, from the issue date of the Notes, and it will be due every six months on March 19 and September 19, beginning September 19, 2012.

 

iii.Guarantees: Not applicable. Subordinated Notes. In the event of winding up, the holders of the Notes will receive repayment after all the other special creditors with secured guarantees and after all the other unsecured creditors have been satisfied.

 

iv.Type: Subordinated. See item “vii” – Other relevant characteristics.

 

v.Possible restrictions imposed on the issuer with respect to:

 

·the distribution of dividends: Not applicable.
·the disposal of certain assets: Not applicable.
·the contracting of new debt: Not applicable.
·the issue of new securities: Not applicable.
·corporate transactions carried out involving the issuer, its controlling stockholders or subsidiaries: Any corporate restructuring of the Issuer is permitted, provided that (a) the resulting entity which assumes all the Issuer’s assets effectively assumes all obligations under the Note; (b) no Event of Default had occurred after the reorganization; (c) the Issuer certifies that it complied with these conditions and presents an independent legal opinion that certifies that the resulting entity legally assumed all the obligations under the Notes.

 

vi.Conditions for changing the rights assured by such securities:

 

Certain changes can be made in the terms and conditions of the Subordinated Notes, without the consent of their holders, such as changes: (i) that are minor corrections; (ii) that are related only to form or are of a technical nature; (iii) that are made to correct a patent error; (iv) that are made to correct an ambiguity or inconsistency; (v) that are made in conformity with an allowed corporate restructuring process; (vi) that are made for other modifications that do not substantially affect the rights of the holders of the Subordinated Notes. The changes will be communicated to the holders of the Subordinated Notes by the Trustee as soon as possible.

 

Additionally, the Issuer may change the terms and conditions applicable to the Subordinated Notes, once for each series, solely to meet a requirement imposed by the Central Bank of Brazil, so that the Subordinated Notes may be considered as included in Tier II of the Referential Equity, in accordance with CMN Resolution No. 3,444 of February 28, 2007 (“Resolution No. 3,444”), as amended from time to time. The Issuer may not make any change that implies modification, at any level, to the interest rate of the Subordinated Notes, the amount of the outstanding Notes, the payment dates of interest and its exponential levying, the maturity date originally agreed, and the subordination of these Notes.

 

vii.Other relevant characteristics:

 

The Subordinated Notes are direct, unsecured and subordinated obligations of the Issuer, and they will be subordinated in payment preference to all the other liabilities of the Issuer (except for obligations to stockholders). The Subordinated Notes will be ranked equally at any time, with no preference, and they will have, at any time and considering certain exceptions possibly set forth in legislation, the same payment preferences as all current and future subordinated obligations, with no guarantee of the Issuer, in accordance with Resolution No. 3,444.

 

The Subordinated Notes were established by the Amended and Restated Trust Deed, dated March 17, 2011, entered into by the Issuer and The Bank of New York Mellon, as the Trustee of the holders of the Subordinated Notes, as amended from time to time. Each issue of Notes will be supplemented by the issue of the Final Terms, following the model agreed upon by the Issuer and the Trustee.

 

The Subordinated Notes are issued solely as book-entry notes.

 

The Subordinated Notes were offered by a syndicate of Dealers of the operation, under the Amended and Restated Dealer Agreement dated March 17, 2011, as amended from time to time.

 

The Dealers of this issue are: Itaú BBA Securities, Inc., J.P. Morgan Securities LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated. An authorization from the Luxembourg Stock Exchange was obtained for the Notes issued in the scope of the Program to be admitted for trading on the Euro MTF market, managed by that stock exchange. The first day of listing of the Notes was March 19, 2012.

 

The Notes were not subject to registration under the Securities Act, and they were offered solely: (i) in the United States of America to Qualified Buyers, as defined in Rule 144A; and (ii) in any other country to Non-US Persons, in accordance with the definition of the Regulation S of the Securities Act. See item “f – “Restriction on Outstanding Securities”

 

There has not been and there will not be any effort for a public distribution of the Notes, and therefore no public offering has been registered with the Brazilian Securities Commission, or with any other similar body in any other country. The Notes will not be issued, placed, distributed, offered nor traded in the Brazilian capital markets.

 

 

 

 

Subject to the authorization of the Central Bank of Brazil and the compliance with the operational and capital limits set forth in the item below, the Issuer (or any of its subsidiaries) may, at any time and for any price, repurchase the Subordinated Notes in the secondary market or in any other way, provided that it is in compliance with the terms of subordination. The Subordinated Notes so purchased will neither entitle the Issuer to attend the annual meeting of the holders of Subordinated Notes nor be computed for quorum purposes in these meetings.

 

Any payment of principal and interest of the Subordinated Notes may be postponed if: (i) the Issuer notes that it is in, or that the payment of such amounts may cause, non-compliance with the rules of capital adequacy and operational limits set forth by CMN Resolution No. 3,444 or CMN Resolution No. 2,099 of August 17, 1994; or (ii) their financial indexes fall below the minimum required by the regulations applicable to the Issuer.

 

 

 

 

Sixth Issue 

 

a. Identification of the Issue, indicating the Jurisdiction: Medium-Term Notes (“Notes”)

 

The Notes and all documents referring to the Program will be governed by the English laws and the courts of England will be responsible for settling any doubts arising from the Program and the Notes issued within its Scope.

 

 

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum denominations of US$200,000.00 and integer multiples from US$1,000.00 thereafter.

 

 

c. Total Face Value: US$1,375,000,000.00

 

 

d. Issue Date: August 6, 2012.

 

 

 e. Debt balance on December 31, 2016: R$4,580,534,913.26

 

 

 f. Restrictions on Outstanding Securities:

 

The Notes are offered solely under the terms of Rule 144A of the United States Securities Act of 1933 (“Rule 144A” and the “Securities Act”) and of Regulation S of the Securities Act (“Regulation S”), so that the buyers of the Notes must declare certain conditions, including, without limitations, the declarations that they are Qualified Institutional Buyers under Rule 144A or Non-US Persons under Regulation S, and that they understand that the Notes have not been registered under the terms of the Securities Act.

 

The secondary trading of the Notes, or of any right related to them, will depend on the delivery, by the seller of a declaration to the transfer agent of compliance with legislation applicable to the Notes.

 

 

g. Convertibility into Shares: Not applicable.

 

 

h. Possibility of Redemption: Yes, as follows.

 

Cases for Redemption

Early redemption of Subordinated Notes for tax reasons: Subject to the authorization from the Central Bank of Brazil (if required at the time of redemption), the Subordinated Notes will be redeemed at the Issuer’s discretion, always in their totality at any time, upon prior notice to the holders of the Notes and subject to certain conditions of tax nature.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: Subject to the prior authorization from the Central Bank of Brazil (if required at the time of redemption), the Issuer may redeem the Subordinated Notes in their totality, upon prior notice to the holders of the Subordinated Notes, should there be a regulatory event. A Regulatory Event is defined as a written notice from the Brazilian regulatory authority, establishing that the Subordinated Notes are not classified as belonging to Tier II of the Referential Equity.

 

The Subordinated Notes may not be early redeemed at the holders’ discretion.

 

The Subordinated Notes will be cancelled in all the aforementioned cases.

 

Formula for the Calculation of the Redemption Amount :

Early redemption of Subordinated Notes for tax reasons: 100% of the denominated value of US$1,000.00.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: 100% of the denominated value of US$1,000.00.

 

 

i. When the securities are debt-related, please indicate, when applicable:

 

i.Maturity, including early maturity conditions

 

The maturity date of the Notes is August 6, 2022.

 

If any of the following events occur (each one, an “Event of Default”) and such occurrence survives time, the Trustee of the holders of the Notes, if so instructed by at least one -third of the holders – computed at the face value of the Notes – or if so instructed by a special resolution of the holders of the Notes, should inform the Issuer of the early maturity of the Notes, and the payment for which will become immediately required, subject to the terms governing the calculation of the early redemption amount.

 

If (i) the Issuer is dissolved (except in connection with a merger or corporate restructuring not involving bankruptcy or insolvency and provided that the Issuer’s legal successor assumes the obligations arising from the Notes); (ii) it suspends the payment or is unable to honor the payment of its debts; (iii) it submits a judicial recovery plan or files for bankruptcy or takes any other action that implies a change in the payment conditions of its debts; or (iv) bankruptcy proceedings are filed by third parties against the Issuer, and provided that these actions are not suspended within sixty (60) days of their submission.

 

The Issuer, however, will only be required to pay the amounts due if it is declared bankrupted, has been dissolved or is unable to make the payment of the totality or a substantial portion of its liabilities, it being clear that the payment of the Subordinated Notes should observe the terms of subordination.

 

ii.Interest:

 

These are fixed-rate Subordinated Notes, of which interest rate is 5.50% p.a.

 

The payments of principal and interest will be made by The Bank of New York Mellon, London and New

 

 

 

 

York branches.

 

Interest will be levied on the face value of each Note, from the issue date of the Notes, and it will be due every six months on February 06 and August 06, beginning February 06, 2013.

 

iii.Guarantees:

 

Not applicable. Subordinated Notes. In the event of winding up, the holders of the Notes will receive repayment after all the other special creditors with secured guarantees and after all the other unsecured creditors have been satisfied.

 

iv.Type: Subordinated.

 

See item “vii” – Other relevant characteristics.

 

v.Possible restrictions imposed on the issuer with respect to:

 

·the distribution of dividends: Not applicable.
·the disposal of certain assets: Not applicable.
·the contracting of new debt: Not applicable.
·the issue of new securities: Not applicable.
·corporate transactions carried out involving the issuer, its controlling stockholders or subsidiaries: Any corporate restructuring of the Issuer is permitted, provided that (a) the resulting entity which assumes all the Issuer’s assets effectively assumes all obligations under the Note; (b) no Event of Default had occurred after the reorganization; (c) the Issuer certifies that it complied with these conditions and presents an independent legal opinion that certifies that the resulting entity legally assumed all the obligations under the Notes.

 

vi.Conditions for changing the rights assured by such securities:

 

Certain changes can be made in the terms and conditions of the Subordinated Notes, without the consent of their holders, such as changes: (i) that are minor corrections; (ii) that are related only to form or are of a technical nature; (iii) that are made to correct a patent error; (iv) that are made to correct an ambiguity or inconsistency; (v) that are made in conformity with an allowed corporate restructuring process; (vi) that are made for other modifications that do not substantially affect the rights of the holders of the Subordinated Notes. The changes will be communicated to the holders of the Subordinated Notes by the Trustee as soon as possible.

 

Additionally, the Issuer may change the terms and conditions applicable to the Subordinated Notes, once for each series, solely to meet a requirement imposed by the Central Bank of Brazil, so that the Subordinated Notes may be considered as included in Tier II of the Referential Equity, in accordance with CMN Resolution No. 3,444 of February 28, 2007 (“Resolution No. 3,444”), as amended from time to time. The Issuer may not make any change that implies modification, at any level, to the interest rate of the Subordinated Notes, the amount of the outstanding Notes, the payment dates of interest and its exponential levying, the maturity date originally agreed, and the subordination of these Notes.

 

vii.Other relevant characteristics:

 

The Subordinated Notes are direct, unsecured and subordinated obligations of the Issuer, and they will be subordinated in payment preference to all the other liabilities of the Issuer (except for obligations to stockholders). The Subordinated Notes will be ranked equally at any time, with no preference, and they will have, at any time and considering certain exceptions possibly set forth in legislation, the same payment preferences as all current and future subordinated obligations, with no guarantee of the Issuer, in accordance with Resolution No. 3,444.

 

The Subordinated Notes were established by the Amended and Restated Trust Deed, dated March 17, 2011, entered into by the Issuer and The Bank of New York Mellon, as the Trustee of the holders of the Subordinated Notes, as amended from time to time. Each issue of Notes will be supplemented by the issue of the Final Terms, following the model agreed upon by the Issuer and the Trustee.

 

Of the total amount of the sixth issue of Subordinated Notes, US $125,000,000.00 comes from the exercise by the Issuer of an extended sale option in the Asian market, as expected by the Final Terms of the Notes. The Subordinated Notes are issued solely as book-entry notes.

 

The Subordinated Notes were offered by a syndicate of Dealers of the operation, under the Amended and Restated Dealer Agreement dated March 17, 2011, as amended from time to time.

 

The Dealers of this issue are: Itaú BBA Securities, Inc., J.P. Morgan Securities LLC, and Standard Chartered Bank. An authorization from the Luxembourg Stock Exchange was obtained for the Notes issued in the scope of the Program to be admitted for trading on the Euro MTF market, managed by that stock exchange. The first day of listing of the Notes was August 6, 2012.

 

The Notes were not subject to registration under the Securities Act, and they were offered solely: (i) in the United States of America to Qualified Buyers, as defined in Rule 144A; and (ii) in any other country to Non-US Persons, in accordance with the definition of the Regulation S of the Securities Act. See item “f – “Restriction on Outstanding Securities”

 

 

 

 

There has not been and there will not be any effort for a public distribution of the Notes, and therefore no public offering has been registered with the Brazilian Securities Commission, or with any other similar body in any other country. The Notes will not be issued, placed, distributed, offered nor traded in the Brazilian capital markets.

 

Subject to the authorization of the Central Bank of Brazil and the compliance with the operational and capital limits set forth in the item below, the Issuer (or any of its subsidiaries) may, at any time and for any price, repurchase the Subordinated Notes in the secondary market or in any other way, provided that it is in compliance with the terms of subordination. The Subordinated Notes so purchased will neither entitle the Issuer to attend the annual meeting of the holders of Subordinated Notes nor be computed for quorum purposes in these meetings.

 

Any payment of principal and interest of the Subordinated Notes may be postponed if: (i) the Issuer notes that it is in, or that the payment of such amounts may cause, non-compliance with the rules of capital adequacy and operational limits set forth by CMN Resolution No. 3,444 or CMN Resolution No. 2,099 of August 17, 1994; or (ii) their financial indexes fall below the minimum required by the regulations applicable to the Issuer.

 

 

 

 

Seventh Issue

 

a. Identification of the Issue, indicating the Jurisdiction: Medium-Term Notes (“Notes”)

 

The Notes and all documents referring to the Program will be governed by the English laws and the courts of England will be responsible for settling any doubts arising from the Program and the Notes issued within its Scope.

 

 

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum denominations of US$200,000.00 and integer multiples from US$1,000.00 thereafter.

 

 

c. Total Face Value: US$1,870,000,000.00

 

 

d. Issue Date: November 13, 2012

 

 

e. Debt balance on December 31, 2016: R$6,136,162,864.10 

 

 

f. Restrictions on Outstanding Securities:

 

The Notes are offered solely under the terms of Rule 144A of the United States Securities Act of 1933 (“Rule 144A” and the “Securities Act”) and of Regulation S of the Securities Act (“Regulation S”), so that the buyers of the Notes must declare certain conditions, including, without limitations, the declarations that they are Qualified Institutional Buyers under Rule 144A or Non-US Persons under Regulation S, and that they understand that the Notes have not been registered under the terms of the Securities Act.

 

The secondary trading of the Notes, or of any right related to them, will depend on the delivery, by the seller of a declaration to the transfer agent of compliance with legislation applicable to the Notes.

 

 

g. Convertibility into Shares: Not applicable.

 

 

h. Possibility of Redemption: Yes, as follows.

 

Cases for Redemption

Early redemption of Subordinated Notes for tax reasons: Subject to the authorization from the Central Bank of Brazil (if required at the time of redemption), the Subordinated Notes will be redeemed at the Issuer’s discretion, always in their totality at any time, upon prior notice to the holders of the Notes and subject to certain conditions of tax nature.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: Subject to the prior authorization from the Central Bank of Brazil (if required at the time of redemption), the Issuer may redeem the Subordinated Notes in their totality, upon prior notice to the holders of the Subordinated Notes, should there be a regulatory event. A Regulatory Event is defined as a written notice from the Brazilian regulatory authority, establishing that the Subordinated Notes are not classified as belonging to Tier II of the Referential Equity.

 

The Subordinated Notes may not be early redeemed at the holders’ discretion.

 

The Subordinated Notes will be cancelled in all the aforementioned cases.

 

Formula for the Calculation of the Redemption Amount:

Early redemption of Subordinated Notes for tax reasons: 100% of the denominated value of US$1,000.00.

 

Early redemption of Subordinated Notes by virtue of a regulatory event: 100% of the denominated value of US$1,000.00.

 

 

i. When the securities are debt-related, please indicate, when applicable:

 

i.Maturity, including early maturity conditions

 

The maturity date of the Notes is May 13, 2023.

 

If any of the following events occur (each one, an “Event of Default”) and such occurrence survives time, the Trustee of the holders of the Notes, if so instructed by at least one-third of the holders – computed at the face value of the Notes – or if so instructed by a special resolution of the holders of the Notes, should inform the Issuer of the early maturity of the Notes, and the payment for which will become immediately required, subject to the terms governing the calculation of the early redemption amount.

 

If (i) the Issuer is dissolved (except in connection with a merger or corporate restructuring not involving bankruptcy or insolvency and provided that the Issuer’s legal successor assumes the obligations arising from the Notes); (ii) it suspends the payment or is unable to honor the payment of its debts; (iii) it submits a judicial recovery plan or files for bankruptcy or takes any other action that implies a change in the payment conditions of its debts; or (iv) bankruptcy proceedings are filed by third parties against the Issuer, and provided that these actions are not suspended within sixty (60) days of their submission.

 

The Issuer, however, will only be required to pay the amounts due if it is declared bankrupted, has been dissolved or is unable to make the payment of the totality or a substantial portion of its liabilities, it being clear that the payment of the Subordinated Notes should observe the terms of subordination.

 

ii.Interest:

 

These are fixed-rate Subordinated Notes, of which interest rate is 5.125% p.a.

 

 

 

 

The payments of principal and interest will be made by The Bank of New York Mellon, London and New York branches and The Bank of New York Mellon (Luxembourg) S.A.

 

Interest will be levied on the face value of each Note, from the issue date of the Notes, and it will be due every six months on May 13 and November 13, beginning May 13, 2013.

 

iii.Guarantees:

 

Not applicable. Subordinated Notes. In the event of winding up, the holders of the Notes will receive repayment after all the other special creditors with secured guarantees and after all the other unsecured creditors have been satisfied.

 

iv.Type:

 

Subordinated. See item “vii” – Other relevant characteristics.

 

v.Possible restrictions imposed on the issuer with respect to:

 

·the distribution of dividends: Not applicable.
·the disposal of certain assets: Not applicable.
·the contracting of new debt: Not applicable.
·the issue of new securities: Not applicable.
·corporate transactions carried out involving the issuer, its controlling stockholders or subsidiaries: Any corporate restructuring of the Issuer is permitted, provided that (a) the resulting entity which assumes all the Issuer’s assets effectively assumes all obligations under the Note; (b) no Event of Default had occurred after the reorganization; (c) the Issuer certifies that it complied with these conditions and presents an independent legal opinion that certifies that the resulting entity legally assumed all the obligations under the Notes.

 

vi.Conditions for changing the rights assured by such securities:

 

Certain changes can be made in the terms and conditions of the Subordinated Notes, without the consent of their holders, such as changes: (i) that are minor corrections; (ii) that are related only to form or are of a technical nature; (iii) that are made to correct a patent error; (iv) that are made to correct an ambiguity or inconsistency; (v) that are made in conformity with an allowed corporate restructuring process; (vi) that are made for other modifications that do not substantially affect the rights of the holders of the Subordinated Notes. The changes will be communicated to the holders of the Subordinated Notes by the Trustee as soon as possible.

 

Additionally, the Issuer may change the terms and conditions applicable to the Subordinated Notes, once for each series, solely to meet a requirement imposed by the Central Bank of Brazil, so that the Subordinated Notes may be considered as included in Tier II of the Referential Equity, in accordance with CMN Resolution No. 3,444 of February 28, 2007 (“Resolution No. 3,444”), as amended from time to time. The Issuer may not make any change that implies modification, at any level, to the interest rate of the Subordinated Notes, the amount of the outstanding Notes, the payment dates of interest and its exponential levying, the maturity date originally agreed, and the subordination of these Notes.

 

vii.Other relevant characteristics:

 

The Subordinated Notes are direct, unsecured and subordinated obligations of the Issuer, and they will be subordinated in payment preference to all the other liabilities of the Issuer (except for obligations to stockholders). The Subordinated Notes will be ranked equally at any time, with no preference, and they will have, at any time and considering certain exceptions possibly set forth in legislation, the same payment preferences as all current and future subordinated obligations, with no guarantee of the Issuer, in accordance with Resolution No. 3,444.

 

The Subordinated Notes were established by the Amended and Restated Trust Deed, dated March 17, 2011, entered into by the Issuer and The Bank of New York Mellon, as the Trustee of the holders of the Subordinated Notes, as amended from time to time. Each issue of Notes will be supplemented by the issue of the Final Terms, following the model agreed upon by the Issuer and the Trustee.

 

Of the total amount of the seventh issue of Subordinated Notes, US$170,000,000.00 comes from the exercise by the Issuer of an extended sale option in the Asian market, as expected by the Final Terms of the Notes.

 

The Subordinated Notes are issued solely as book-entry notes.

 

The Subordinated Notes were offered by a syndicate of Dealers of the operation, under the Amended and Restated Dealer Agreement dated March 17, 2011, as amended from time to time.

 

The Dealers of this issue are: Banco Itaú BBA International, S.A. – London Branch, BB Securities Ltd., J.P. Morgan Securities LLC, and Santander Investment Securities Inc. An authorization from the Luxembourg Stock Exchange was obtained for the Notes issued in the scope of the Program to be admitted for trading on the Euro MTF market, managed by this stock exchange. The first day of listing of the Notes was November 13, 2012.

 

The Notes were not subject to registration under the Securities Act, and they were offered solely: (i) in the United States of America to Qualified Buyers, as defined in Rule 144A; and (ii) in any other country to Non-

 

 

 

 

US Persons, in accordance with the definition of the Regulation S of the Securities Act. See item “f – “Restriction on Outstanding Securities”

 

There has not been and there will not be any effort for a public distribution of the Notes, and therefore no public offering has been registered with the Brazilian Securities Commission, or with any other similar body in any other country. The Notes will not be issued, placed, distributed, offered nor traded in the Brazilian capital markets.

 

Subject to the authorization of the Central Bank of Brazil and the compliance with the operational and capital limits set forth in the item below, the Issuer (or any of its subsidiaries) may, at any time and for any price, repurchase the Subordinated Notes in the secondary market or in any other way, provided that it is in compliance with the terms of subordination. The Subordinated Notes so purchased will neither entitle the Issuer to attend the annual meeting of the holders of Subordinated Notes nor be computed for quorum purposes in these meetings.

 

Any payment of principal and interest of the Subordinated Notes may be postponed if: (i) the Issuer notes that it is in, or that the payment of such amounts may cause, non-compliance with the rules of capital adequacy and operational limits set forth by CMN Resolution No. 3,444 or CMN Resolution No. 2,099 of August 17, 1994; or (ii) their financial indexes fall below the minimum required by the regulations applicable to the Issuer.

 

 

 

 

Eighth Issue 

 

a. Identification of the Issue, indicating the Jurisdiction: Medium-Term Senior Notes (“Notes”)

 

The Notes and all documents referring to the Program will be governed by the English laws and the courts of England will be responsible for settling any doubts arising from the Program and the Notes issued within its Scope.

 

 

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum denominations of US$200,000.00 and integer multiples from US$1,000.00 thereafter.

 

 

c. Total Face Value: USD1,050,000,000.00

 

 

d. Issue Date: May 26, 2015.

 

 

e. Debt balance on December 31, 2016:  R$3,431,074,082.25

 

 

f. Restrictions on Outstanding Securities:

 

The Notes are offered solely under the terms of Rule 144A of the United States Securities Act of 1933 (“Rule 144A” and the “Securities Act”) and of Regulation S of the Securities Act (“Regulation S”), so that the buyers of the Notes must declare certain conditions, including, without limitations, the declarations that they are Qualified Institutional Buyers under Rule 144A or Non-US Persons under Regulation S, and that they understand that the Notes have not been registered under the terms of the Securities Act.

 

The secondary trading of the Notes, or of any right related to them, will depend on the delivery, by the seller of a declaration to the transfer agent of compliance with legislation applicable to the Notes.

 

 

g. Convertibility into Shares: Not applicable.

 

 

h. Possibility of Redemption: Yes, as follows.

 

Cases for Redemption:

Early redemption of Subordinated Notes for tax reasons: The Subordinated Notes will be redeemed at the Issuer’s discretion, always in their totality at any time, upon prior notice to the holders of the Notes and subject to certain conditions of tax nature.

 

The Subordinated Notes may not be early redeemed at the holders’ discretion.

 

The Subordinated Notes will be cancelled in all the aforementioned cases for redemption.

 

Formula for the Calculation of the Redemption Amount

Early redemption of Subordinated Notes for tax reasons: 100% of the denominated value of US$1,000.00.

 

 

i.  When the securities are debt-related, please indicate, when applicable:

 

i.Maturity, including early maturity conditions

 

The maturity date of the Notes is May 26, 2018.

 

If any of the following events occur (each one, an “Event of Default”) and such occurrence survives time, the Trustee of the holders of the Notes, if so instructed by at least one-third of the holders – computed at the face value of the Notes – or if so instructed by a special resolution of the holders of the Notes, should inform the Issuer of the early maturity of the Notes, and the payment for which will become immediately required, subject to the terms governing the calculation of the early redemption amount.

 

Should the Issuer (a) suspend the payment of the principal value and/or interest in relation to the Notes on the dates on which such principal value and/or interest became due, except, in the case of principal values, if this non-payment event persists for a period of three days and, in the case of interest, for a period of ten days, (b) fail to comply with one or more of its other material obligations as defined for the respective series or in accordance with the Trust Deed and this non-performance persists for a period of 30 days after receiving written notice of this non-compliance from the Trustee, (c) (i) elect the early maturity of any debt or the debt of any one of its material subsidiaries and this early maturity be overdue at least two

 

 

 

 

business days, or (ii) fail to make payment of values relating to its debt and the duration of the non-payment event be at least two business days, (d) (i) be wound up (except when related to a merger or corporate reorganization not involving bankruptcy or insolvency and conditional on the legal successor of the Issuer assuming the obligations pertaining to the Notes), (ii) suspend the payment or becomes unable to honor its debts, (iii) propose a court-supervised reorganization or bankruptcy plan or promote any other action which implies a change to the payment conditions of its debts, or (iv) should bankruptcy proceedings be proposed by third parties against the Issuer, conditional on these actions not being suspended within sixty (60) days of their submission.

 

In case of any of the events (a), (b) and (c) above, an event of default will occur only if the aggregate amount of the Debt with respect to which any of the events mentioned in the above items has occurred is equal to or higher than the amount equivalent to 0.8% of the Issuer’s reference equity for the most recent fiscal quarter.

 

Holders of Notes representing two-thirds of the total face value of the Notes affected by the above events may revoke the early maturity following notification of this early maturity.

 

ii.Interest:

 

These are fixed-rate Subordinated Notes, of which interest rate is 2.85% p.a.

 

The payments of principal and interest will be made by The Bank of New York Mellon.

 

Interest will be levied on the face value of each Note, from the issue date of the Notes, and it will be due every six months on May 26 and November 26, beginning November 26, 2015.

 

iii.Guarantees: Not applicable.

 

iv.Type: Unsecured.

 

v.Possible restrictions imposed on the issuer with respect to:

 

·the distribution of dividends: Not applicable.
·the disposal of certain assets: Not applicable.
·the contracting of new debt: Not applicable.
·the issue of new securities: Not applicable.
·corporate transactions carried out involving the issuer, its controlling stockholders or subsidiaries: Any corporate restructuring of the Issuer is permitted, provided that (a) the resulting entity which assumes all the Issuer’s assets effectively assumes all obligations under the Note; (b) no Event of Default had occurred after the reorganization; (c) the Issuer certifies that it complied with these conditions and presents an independent legal opinion that certifies that the resulting entity legally assumed all the obligations under the Notes.

 

vi.Conditions for changing the rights assured by such securities:

 

Certain changes can be made in the terms and conditions of the Notes, without the consent of their holders, such as changes: (i) that are minor corrections; (ii) that are related only to form or are of a technical nature; (iii) that are made to correct a patent error; (iv) that are made to correct an ambiguity or inconsistency; (v) to add obligations to the Issuer, for the benefit of the holders of the Notes, or withdraw some right or power granted to the Issuer; (vi) to add guarantees to the Notes; (vii) that are made in conformity with an allowed corporate restructuring process; (viii) that are made for other modifications that do not substantially affect the rights of the holders of the Notes. The changes will be communicated to the holders of the Notes by the Trustee as soon as possible.

 

vii.Other relevant characteristics:

 

The Notes will be ranked equally at any time, with no preference, and they will have, at any time and considering certain exceptions possibly set forth in legislation, the same payment preferences as all the Issuer’s current and future unsecured obligations.

 

The Notes were established by the Amended and Restated Trust Deed, dated March 17, 2011, entered into by the Issuer and The Bank of New York Mellon, as the Trustee of the holders of the Notes, as amended from time to time. Each issue of Notes will be supplemented by the issue of the Final Terms, following the model agreed upon by the Issuer and the Trustee.

 

The Notes are issued solely as book-entry notes.

 

The Notes were offered by a syndicate of Dealers of the operation, under the Amended and Restated Dealer Agreement dated March 17, 2011, as amended from time to time.

 

The Dealers of this issue are: BB Securities Ltd.; Citigroup Global Markets Inc.; Itaú BBA International plc; Merrill Lynch, Pierce, Fenner & Smith Incorporated; and Santander Investment Securities Inc.

 

Requests for both the listing of the Notes in the official trading list of the Luxembourg Stock Exchange and for admission to trade the Notes in the Euro MTF market of the same exchange will be submitted.

 

An authorization from the Luxembourg Stock Exchange was obtained for the Notes issued in the scope of the Program to be admitted for trading on the Euro MTF market, managed by that stock exchange, for a 12-month period counted from March 12, 2015. The first day of listing of the Notes was on May 26, 2015.

 

The Notes were not subject to registration under the Securities Act, and they were offered solely: (i) in the

 

 

 

 

United States of America to Qualified Buyers, as defined in Rule 144A; and (ii) in any other country to Non-US Persons, in accordance with the definition of the Regulation S of the Securities Act. See item f – “Restriction on Outstanding Securities”.

 

There has not been and there will not be any effort for a public distribution of the Notes, and therefore no public offering has been registered with the Brazilian Securities Commission, or with any other similar body in any other country. The Notes will not be issued, placed, distributed, offered nor traded in the Brazilian capital markets.

 

 

 

 

Ninth Issue 

 

a. Identification of the Issue, indicating the Jurisdiction: Tier 1 Subordinated Notes (Notes”)

 

The Notes and all documents referring to the Program will be governed by the English laws and the courts of England will be responsible for settling any doubts arising from the Program and the Notes issued within its scope.

 

 

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum denominations of US$200,000.00 and integer multiples from US$1,000.00 thereafter.

 

 

c. Total Face Value: US$1,250,000,000.00

 

 

d. Issue Date: December 12, 2017

 

 

e. Debt balance on December 31, 2016: not applicable

 

 

f. Restrictions on Outstanding Securities:

 

The Notes are offered solely under the terms of Rule 144A of the United States Securities Act of 1933 (“Rule 144A” and the “Securities Act”) and of Regulation S of the Securities Act (“Regulation S”), so that the buyers of the Notes must declare certain conditions, including, without limitations, the declarations that they are Qualified Institutional Buyers under Rule 144A or Non-US Persons under Regulation S, and that they understand that the Notes have not been registered under the terms of the Securities Act.

 

The secondary trading of the Notes, or of any right related to them, will depend on the delivery, by the seller, of a declaration to the transfer agent of compliance with legislation applicable to the Notes.

 

 

g. Convertibility into Shares: Not applicable.

 

 

h. Possibility of Redemption: Yes, as follows.

 

Cases for Redemption: 

Early redemption of Notes for tax purposes: Subject to the authorization of the Central Bank of Brazil (if required at the time of redemption), the Issuer may redeem the Notes, in their totality and as from the fifth anniversary of their issue, upon prior notice to the holders of the Notes and subject to certain conditions of tax nature.

 

Early redemption of Notes by virtue of a regulatory event: Subject to the prior authorization of the Central Bank of Brazil (if required at the time of redemption), the Issuer may redeem the Notes in their totality, upon prior notice to the holders of the Subordinated Notes, should there be a regulatory event.

 

Early redemption of Notes at the Issuer's discretion: Subject to the authorization of the Central Bank of Brazil (if required at the time of redemption), the Issuer may redeem the Notes, in their totality and as from the fifth anniversary of their issue, upon prior notice to the holders of the Notes.

 

The Notes may not be early redeemed at the holders’ discretion.

 

The Notes will be cancelled in all the aforementioned cases.

 

Formula for the Calculation of the Redemption Amount: 

Early redemption of Notes for tax purposes: 100% of the denominated amount of US$1,000.00.

 

Early redemption of Notes by virtue of a regulatory event: 100% of the denominated amount of US$1,000.00.

 

Early redemption of Notes at the Issuer's discretion: 100% of the denominated amount of US$1,000.00. 

 

 

 i. When the securities are debt related, please indicate, when applicable:

 

i.Maturity, including early maturity conditions

 

Perpetual notes with no maturity date.

 

Should the Issuer fail to pay any amount due on the Notes and this failure to pay continues for more than 15 days (unless this payment had been suspended or extinguished under the terms of the applicable regulation – see item “vii. Other relevant characteristics”), or should the Issuer fail to pay the redemption amount of the Notes on the redemption date, the Trustee of the holders of the Notes, if so instructed by at least one third (1/3) – calculated at the face value of the Notes – of the holders of the Notes, subject to the provision of guarantees, reimbursement or advance of expenses, file legal proceedings in any court, but not be able to declare the early maturity of the Notes or any other legal remedy, including collection lawsuits or execution actions.

 

Should the Issuer be dissolved or wound up or should liquidation or bankruptcy proceedings be initiated, the Notes will be early matured to allow the liability arising from the Notes to be included in these proceedings, it being clear that the payment of the Notes should observe the terms of subordination.

 

The early maturity provided for herein (i) will not be applicable in the event of the winding up of the Issuer in connection with a merger or corporate reorganization not involving bankruptcy or insolvency and provided that this operation is previously approved by the Central Bank of Brazil and the legal successor of the Issuer assumes the obligations arising from the Notes, and (ii) will not be considered an Event of Default and will not give rise to the early maturity of any other debt or financial instrument to which the Issuer is a party.

 

 

 

 

ii.Interest:

 

The Notes are subject to a fixed interest rate of 6.125% p.a., which will be effective until the fifth anniversary of their issue. As from this date, inclusive, the interest rate will be recalculated every five years based on the interest rate of the U.S. Treasury Bonds for the same period.

 

The payments of principal amount and interest will be made by The Bank of New York Mellon, London and New York branches, and The Bank of New York Mellon (Luxembourg) S.A.

Interest will be levied on the face value of each Note, as from the issue date of the Notes, and it will be due every six months on June 12 and December 12, beginning June 12, 2018.

 

iii.Guarantees:

 

Not applicable. Subordinated Notes. In the event of liquidation, the holders of the Notes will be paid after all other special creditors with secured guarantees and other unsecured creditors have been satisfied.

 

iv.Type:

 

Subordinated. See item “vii. Other relevant characteristics”.

 

v.Possible restrictions imposed on the issuer with respect to:

 

·the distribution of dividends: Not applicable; however, the amounts due to the holders of the Notes should be paid with the funds available for the distribution of profit (including dividends) of the Issuer (see item “vii. Other relevant characteristics”).
·the disposal of certain assets: Not applicable.
·the contracting of new debts: Not applicable.
·the issue of new securities: Not applicable.
·corporate transactions carried out involving the issuer, its controlling stockholders or subsidiaries:
·Any corporate restructuring of the Issuer is permitted, provided that (a) the entity resulting from such corporate restructuring process that had substantially assumed all the Issuer’s assets effectively assumes all obligations under the Note; (b) no Event of Default had occurred immediately after the corporate restructuring process; (c) the Issuer certifies that it complied with these conditions and presents an independent legal opinion that certifies that the entity resulting from the corporate restructuring process legally assumed all the obligations under the Notes.

 

vi.Conditions for changing the rights assured by such securities:

 

Some changes can be made in the terms and conditions of the Notes without the consent of their holders, such as changes: (i) that are minor corrections; (ii) that are only related to form or are of a technical nature; (iii) that are made to correct a patent error; (iv) that are made to correct an ambiguity or inconsistency; (v) that are made in conformity with an allowed corporate restructuring process; (vi) that are made for other modifications that do not substantially affect the rights of the holders of the Notes. The changes will be communicated to the holders of the Notes by the Trustee, at its discretion.

 

Additionally, the Issuer may change the terms and conditions applicable to the Notes, once for each series, solely to meet a requirement imposed by the Central Bank of Brazil, so that the Notes may be considered as included in Tier I of the Referential Equity, in accordance with CMN Resolution No. 4,192 of March 1, 2013 (“Resolution No. 4,192”), as amended from time to time. The Issuer may not make any change that implies modification of the interest rate of the Notes, the amount of the outstanding Notes, the payment dates and the subordination of these Notes.

 

vii.Other relevant characteristics:

 

The Notes are direct, unsecured and subordinated obligations of the Issuer and they will be subordinated in payment preference to all of the other liabilities of the Issuer (except for the obligations to stockholders). The Subordinated Notes will be ranked equally at any time, with no preference, and they will have, at any time and considering some exceptions that may be provided for in legislation, the same payment preference as all current and future subordinated obligations that compose the Additional Tier I Capital of the Issuer and with no guarantee of the Issuer, in accordance with Resolution No. 4,192.

 

The Notes were established by the Amended and Restated Trust Deed, dated August 4, 2016, entered into by the Issuer and The Bank of New York Mellon, in the capacity of Trustee of the holders of the Notes, as amended from time to time. Each issue of Notes will be supplemented by the issue of the Final Terms, following the model agreed upon by the Issuer and the Trustee.

 

The Notes are issued solely as book-entry notes.

 

The Notes were offered by a syndicate of Dealers of the operation, under the Amended and Restated Dealer Agreement dated August 4, 2016, as amended from time to time.

 

The Dealers of this issue are: BB Securities Ltd., Itau BBA International plc, J.P. Morgan Securities LL, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Standard Chartered Bank. An authorization will be

 

 

 

 

requested from the Luxembourg Stock Exchange so that the Notes issued within the scope of the Program can be admitted for trading on the Euro MTF market, managed by that stock exchange.

 

The Notes were not subject to registration under the Securities Act, and they were offered solely: (i) in the United States of America to Qualified Buyers, as defined in Rule 144A; and (ii) in any other country to Non-U.S. Persons, in accordance with the definition of the Regulation S of the Securities Act. See item “f. Restriction on Outstanding Securities”.

 

ii.There has not been and there will not be any effort for a public distribution of the Notes, and therefore no public offering has been registered with the Securities and Exchange Commission of Brazil, or with any other similar body in another country. The Notes will not be issued, placed, distributed, offered or traded in the Brazilian capital markets.

 

Subject to the authorization of the Central Bank of Brazil and compliance with the operational and capital limits provided for in the item below, the Issuer (or any of its subsidiaries) may, at any time and for any price, repurchase the Notes in the secondary market or in any other way, provided that it is in compliance with the conditions of subordination. The Notes so purchased will not entitle the Issuer to attend the general meetings of the holders of Notes nor will them be computed for quorum purposes in these meetings.

 

Any remuneration payment due to the holders of the Notes may be suspended: (i) in the event that the payment of this remuneration exceeds the funds available for this purpose; (ii) in the same proportion of the restriction imposed by the Central Bank of Brazil to the distribution of dividends or other results related to the Issuer’s shares, (iii) in the event that the Issuer is unable to comply with given capital levels or the payment results in non-compliance with the minimum capital requirements of the regulation of the National Monetary Council.

 

Any remuneration that is not paid as a result of this suspension will be deemed extinguished and this extinction will not be deemed an Event of Default or another factor that gives rise to debt acceleration in any legal business in which the Issuer takes part.

 

The Notes may be permanently extinguished in the event that (i) some of the Issuer’s operational limits drop below the amount required by the regulation of the National Monetary Council; (ii) a commitment to allocate public resources to the Issuer is executed in accordance with applicable legislation,; (iii) the Central Bank of Brazil determines either a special temporary administration system or intervention in the Issuer, or (iv) the Central Bank of Brazil determines the extinction of the Notes according to the criteria established in a specific regulation issued by the National Monetary Council.

 

The extinction of the Notes will not be deemed a Default Event or another factor that gives rise to debt acceleration in any legal business in which the Issuer takes part.

 

 

 

 

 

ITEM 19. REPURCHASE PLANS AND TREASURY SECURITIES

 

19.1 – Information on issuer's repurchase plans

 

Date of
resolution
  Repurchase
period
  Reserves and profits
available (Brazilian
reais)
  Type  Class  Number of shares
expected (Unit)
   % in relation to
outstanding shares
   Number of shares
acquired/approved
(Unit)
   Average
purchase
price
   Quoting factor  % of shares acquired 
12/15/2017  12/20/2017 to  0.00  Common      28,616,649    9.990000    0    0,00   R$ per unit   0.000000 
   06/19/2019     Preferred      50,000,000    1.550000    0    0,00   R$ per unit   0.000000 

 

Other characteristics: Note: 1) Capital Reserves/Reserve of Goodwill on the Issue of Shares and Revenue Reserve/Reserve for Working Capital.

 

 

Date of
resolution
  Repurchase
period
  Reserves and profits
available (Brazilian
reais)
  Type  Class  Number of shares
expected (Unit)
   % in relation to
outstanding shares
   Number of shares
acquired/approved
(Unit)
   Average
purchase
price
   Quoting factor  % of shares acquired 
08/31/2017  09/01/2017 to  0.00  Common     31,793,134    10.000000    31,793.105    37.00   R$ per unit   99.999908 
   11/26/2018     Preferred      39,155,000    1.220000    0    0,00   R$ per unit   0.000000 

 

Other characteristics: Note: 1) Capital Reserves/Reserve of Goodwill on the Issue of Shares and Revenue Reserve/Reserve for Working Capital. 2) Purchase of 31,793,105 shares until 12.20.2017. 3) Terminated by antecipation of the Meeting of the Board of Directors of December 15, 2017.

 

Date of
resolution
  Repurchase
period
  Reserves and profits
available (Brazilian
reais)
  Type  Class  Number of shares
expected (Unit)
   % in relation to
outstanding shares
   Number of shares
acquired/approved
(Unit)
   Average
purchase
price
   Quoting factor  % of shares acquired 
05/25/2017  05/26/2017 to  0.00  Common      10,000,000    3.150000    0    0,00   R$ per unit   0.000000 
   11/26/2018     Preferred      50,000,000    1.560000    10,845,000    35,95   R$ per unit   21.690000 

 

Other characteristics: Note: 1) Capital Reserves/Reserve of Goodwill on the Issue of Shares and Revenue Reserve/Reserve for Working Capital; 2) Purchase of 10,845,000 shares until 12.20.2017. 3) Terminated by antecipation of the Meeting of the Board of Directors of August 31, 2017.

 

 

 

 

Date of
resolution
  Repurchase
period
  Reserves and profits
available (Brazilian
reais)
  Type  Class  Number of shares
expected (Unit)
   % in relation to
outstanding shares
   Number of shares
acquired/approved
(Unit)
   Average
purchase
price
   Quoting factor  % of shares acquired 
02/01/2016  02/03/2016 to  0.00  Common     10,000,000    3.474074    0    0,00   R$ per unit   0.000000 
   08/02/2017     Preferred      50,000,000    1.756396    49,787,900    34,82   R$ per unit   99.576000 

 

Other characteristics: Note: 1) Capital Reserves/Reserve of Goodwill on the Issue of Shares and Revenue Reserve/Reserve for Working Capital; 2) Purchase of 38,087,900 shares in the period from 02.03.2016 to 04.30.2017; 3) Purchase of 49,787,900 shares in the period from 02.03.2016 to 05.24.2017; 4) % in relation to outstanding shares: calculated based on concept of constant outstanding shares in Level 1 Corporate Governance. 5) Terminated by antecipation of the Meeting of the Board of Directors of May 25, 2017.

 

Date of
resolution
  Repurchase
period
  Reserves and profits
available (Brazilian
reais)
  Type  Class  Number of shares
expected (Unit)
   % in relation to
outstanding shares
   Number of shares
acquired/approved (Unit)
   Average
purchase
price
   Quoting factor  % of shares acquired 
08/27/2015  08/28/2015 to  0.00  Common     11,000,000    3.822281    0    0,00   R$ per unit   0.000000 
   08/26/2016     Preferred      50,000,000    1.711276    49,980,000    27,33   R$ per unit   99.960000 

 

Other characteristics: Note: 1) Capital Reserves / Reserve of Goodwill on Issuance of Shares and Revenue Reserves/ Reserve for Working Capital Increase; 2) Purchase of 41,990,000 shares in the period from 08.28.2015 to 12.31.2015; 3) Purchase of 49,980,000 shares in the period from 08.28.2015 to 01.15.2016; 4) % in relation to outstanding shares: calculated based on concept of constant outstanding shares in Level I

 

Corporate Governance; 5) Early termination at the Board of Directors’ Meeting held on February 1, 2016.

 

Date of
resolution
  Repurchase
period
  Reserves and profits
available (Brazilian
reais)
  Type  Class  Number of shares
expected (Unit)
   % in relation to
outstanding shares
   Number of shares
acquired/approved (Unit)
   Average
purchase
price
   Quoting factor  % of shares acquired 
07/30/2015  08/05/2015 to  0.00  Common     11,000,000    4.206117    0    0,00   R$ per unit   0.000000 
   08/04/2016     Preferred     55,000,000    2.066282    30,380,000    27,11   R$ per unit   55.236363 

 

Other characteristics: Note: 1) Capital Reserve/Reserve of Goodwill on the Issue of Shares and Revenue Reserve/Reserve for Working Capital; 2) % in relation to outstanding shares: calculated based on concept of constant outstanding shares in Level I Corporate Governance; 3) Early termination at the Board of Directors’ Meeting held on August 27, 2015.

 

 

 

 

19.2 – Changes in the securities held in treasury:

 

Due to the bonus shares made in the fiscal year of 12/31/2013, 12/31/2014, 7/17/2015 and on 10/21/2016, we made available a line informing the event. On 04/27/2016, we approved the cancellation of 100,000,000 preferred shares, all book-entry shares, issued by us and held in treasury, and we made available a line informing the event. This event was approved by BACEN on 06/07/2016.

 

19.3 – Supply other information that the Issuer may deem relevant

 

Additional information of item 19.2

 

12/15/2017

 

 

Changes   Number (units)  

Common shares

Weighted average price (R$ Reais)

  

% in relation to securities of the same

class and type

 
Opening balance   3,074         0.0%
Acquisition   31,793,105   R$37.06      
Disposal   -           
Cancellation (**)   (31,793,105)  R$37.06      
Bonus shares   -           
Closing balance   3,074         0.0%

 

Changes  Number (units)  

Preferred shares

Weighted average price (R$ Reais)

  

% in relation to securities of the same

class and type

 
Opening balance   69,604,462         2.2%
Acquisition (*)   37,982,900   R$36.25      
Disposal   (34,616,842)  R$29.01      
Cancellation (*)   -           
Bonus shares (**)   -           
Closing balance   72,970,520         2.3%

 

(*) The repurchase amounts do not include settlement, brokerage and trading fees

(**) Pending approval

 

07/31/2017

 

 

Changes  Number (units)  

Common shares

Weighted average price (R$ Reais)

  

% in relation to securities of the same

class and type

 
Opening balance   3,074       0.0%
Acquisition   -           
Disposal   -           
Bonus shares (**)   -           
Closing balance   3,074         0.0%

 

Changes  Number (units)  

Preferred shares

Weighted average price (R$ Reais)

  

% in relation to securities of the same

class and type

 
Opening balance   69,604,462         2.2%
Acquisition (*)   37,982,900   R$36.25      
Disposal   (21,598,143)  R$27.86      
Cancellation (*)   -           
Bonus shares (**)   -           
Closing balance   85,989,219         2.7%

 

(*) The repurchase amounts do not include settlement, brokerage and trading fees

 

 

 

 

12/31/2016

 

 

Changes  Number (units)  

Common shares

Weighted average price (R$ Reais)

  

% in relation to securities of the same

class and type

 
Opening balance   2,795       0.0%
Acquisition   -           
Disposal   -           
Bonus shares (**)   279           
Closing balance   3,074         0.0%

 

Changes  Number (units)  

Preferred shares

Weighted average price (R$ Reais)

  

% in relation to securities of the same

class and type

 
Opening balance   162,562,650         5.7%
Acquisition (*)   30,640,000   R$30.13      
Disposal   (28,225,583)  R$26.52      
Cancellation (**)   100,000,000           
Bonus shares (**)   4,627,395           
Closing balance   69,604,462         2.2%

 

(*) The repurchase amounts do not include settlement, brokerage and trading fees

(**) Approved by the Central Bank of Brazil on 06/07/2016

(**)Approved by the Central Bank of Brazil on 09/23/2016

 

12/31/2015

 

 

Changes  Number (units)  

Common shares

Weighted average price (R$ Reais)

  

% in relation to securities of the same

class and type

 
Opening balance   2,541        0.0%
Acquisition   -           
Disposal   -           
Bonus shares   254           
Closing balance   2,795         0.0%

 

Changes  Number (units)  

Preferred shares

Weighted average price (R$ Reais)

  

% in relation to securities of the same

class and type

 
Opening balance   53,828,551         1.9%
Acquisition (*)   111,524,800   R$28.80      
Disposal   (11,216,615)  R$26.65      
Bonus shares   8,425,914           
Closing balance   162,562,650         5.7%

 

(*) The repurchase amounts do not include settlement, brokerage and trading fees