Obbligazione Itaú Unibanco Holding S.A. 5.5% ( US46556MAH51 ) in USD

Emittente Itaú Unibanco Holding S.A.
Prezzo di mercato 100 USD  ▼ 
Paese  Brasile
Codice isin  US46556MAH51 ( in USD )
Tasso d'interesse 5.5% per anno ( pagato 2 volte l'anno)
Scadenza 05/08/2022 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Itau Unibanco Holding S.A US46556MAH51 in USD 5.5%, scaduta


Importo minimo 200 000 USD
Importo totale 1 375 000 000 USD
Cusip 46556MAH5
Standard & Poor's ( S&P ) rating N/A
Moody's rating Ba3 ( Non-investment grade speculative )
Descrizione dettagliata Itaú Unibanco Holding S.A. è la più grande banca del Brasile per capitalizzazione di mercato, risultante dalla fusione tra Itaú e Unibanco nel 2008.

The Obbligazione issued by Itaú Unibanco Holding S.A. ( Brazil ) , in USD, with the ISIN code US46556MAH51, pays a coupon of 5.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 05/08/2022

The Obbligazione issued by Itaú Unibanco Holding S.A. ( Brazil ) , in USD, with the ISIN code US46556MAH51, was rated Ba3 ( Non-investment grade speculative ) by Moody's credit rating agency.







OFFERING MEMORANDUM
Itaú Unibanco Holding S.A.
a sociedade por ações incorporated in the Federative Republic of Brazil
acting through its head office or its Grand Cayman Branch
US$10,000,000,000
Global Medium-Term Note Programme
Under the global medium-term note programme (the "Programme"), Itaú Unibanco Holding S.A. (acting through its head office or its Grand Cayman
Branch) (the "Issuer") may from time to time issue medium-term notes denominated in U.S. dollars or in such other currencies as may be agreed with the
Dealers (as defined below). Such notes will be either unsecured and unsubordinated obligations of the Issuer ranking equally in right of payment with its
other present and future unsecured and unsubordinated indebtedness (the "Senior Notes") or unsecured and subordinated obligations of the Issuer
subordinated in right of payment to its present and future Senior Liabilities (as defined in "Terms and Conditions of the Subordinated Notes") as described
herein (the "Subordinated Notes" and, together with the Senior Notes, the "Notes"). The Notes will have maturities from 30 days in the case of Senior
Notes and five years in the case of Subordinated Notes from the date of issue (except as set out herein). The Notes may bear interest on a fixed or floating
rate basis, or be issued on a fully discounted basis and not bear interest. The maximum aggregate nominal amount of all Notes issued and outstanding under
the Programme will not exceed US$10,000,000,000 (or its equivalent in other currencies at the time of agreement to issue), subject to any duly authorised
increase as further described herein. Notes will be issued in one or more series (each a "Series") having one or more issue dates and the same maturity date,
bearing interest on the same basis and at the same rate, and on terms otherwise identical (except in relation to interest commencement dates and matters
related thereto). Each Series may be issued in one or more tranches (each a "Tranche") on different issue dates. Each Series of the Senior Notes will be all
in bearer form or all in registered form, and each Series of the Subordinated Notes will be all in registered form. Details applicable to each Tranche will be
specified in final terms issued in respect of such Tranche (the relevant "Final Terms").
Payment of principal on the Subordinated Notes may be accelerated only in the case of certain events involving our bankruptcy, dissolution,
suspension of payment on or failure or inability to pay all or a material part of (or of a particular type of) our debts generally as they become due or similar
events. We will only be required to make payment on acceleration after we have been declared bankrupt, have been dissolved or suspend payment on or fail
or are unable to pay all or a material part of (or of a particular type of) our debts generally as they become due. There will be no right of acceleration in the
case of default in the performance of any of our covenants, including the payment of principal or interest in respect of the Subordinated Notes.
Prospective investors should consider the factors described under "Risk Factors" included in this
Offering Memorandum.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of 12 months from the date of
this Offering Memorandum to be listed on the official list of the Luxembourg Stock Exchange and to be admitted to trading on the Euro MTF Market of that
exchange (the "Euro MTF Market"). References in this Offering Memorandum to Notes being "listed" (and all related references) mean that such Notes
have been admitted to trading on the Euro MTF Market. However, Notes may be issued under the Programme that will not be listed on the Euro MTF
Market or any other stock exchange, and the Final Terms applicable to a Series will specify whether or not the Notes of such Series will be listed on the Euro
MTF Market or any other stock exchange. With respect to the Programme and any listed Note issued under the Programme, there can be no assurance that a
listing on the Euro MTF Market or any other stock exchange will be achieved prior to the launch date of the Programme or the issue date of any Notes or
otherwise. This Offering Memorandum constitutes a prospectus for the purpose of the Luxembourg law of 10 July 2005 on prospectuses for securities and
may be used in connection with listings on the official list of the Luxembourg Stock Exchange for a period of one year from the date hereof.
WE HAVE NOT REGISTERED AND WILL NOT REGISTER THE NOTES UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THE NOTES MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX
LAW REQUIREMENTS. ACCORDINGLY, THE NOTES ARE BEING OFFERED AND SOLD ONLY (I) IN THE UNITED STATES TO
QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND (II) OUTSIDE THE UNITED
STATES IN OFFSHORE TRANSACTIONS TO NON-U.S. PERSONS IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES
ACT. BECAUSE THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED, THEY ARE SUBJECT TO RESTRICTIONS ON
RESALES AND TRANSFERS DESCRIBED UNDER "SUBSCRIPTION AND SALE" AND "TRANSFER RESTRICTIONS".
The Notes may be offered by us through one or more dealers appointed from time to time by us (each a "Dealer" and together the "Dealers") on a
continuous basis or through syndicated placements. The applicable Final Terms will specify the Dealer, Dealers or syndicate of Dealers through which the
Notes of a particular Series will be offered. Notes may also be sold to a Dealer or Dealers as principal, at negotiated discounts or otherwise, and Notes may
be sold to or through syndicates of financial institutions for which a Dealer will act as lead manager. We may also offer Notes directly to purchasers.
This Offering Memorandum should be read together with the applicable Final Terms, any supplemental information and any documents
incorporated herein by reference.
Arrangers and Dealers
Goldman, Sachs & Co.
Itaú BBA
Morgan Stanley
The date of this Offering Memorandum is March 8, 2012.
23614673v2


TABLE OF CONTENTS
MARKET DATA ...........................................................................................................................................vi
ENFORCEABILITY OF JUDGMENTS ......................................................................................................vii
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................ix
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS...........................x
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION .......................................xi
SUMMARY ....................................................................................................................................................1
THE OFFERING OF THE SENIOR NOTES.................................................................................................5
THE OFFERING OF THE SUBORDINATED NOTES ..............................................................................11
RISK FACTORS...........................................................................................................................................17
USE OF PROCEEDS ....................................................................................................................................30
CAPITALISATION ......................................................................................................................................31
EXCHANGE RATES ...................................................................................................................................32
SELECTED FINANCIAL AND OTHER INFORMATION ........................................................................33
SELECTED STATISTICAL INFORMATION ............................................................................................37
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS..................................................................................................................58
BUSINESS ..................................................................................................................................................100
DESCRIPTION OF THE GRAND CAYMAN BRANCH .........................................................................134
MANAGEMENT ........................................................................................................................................135
PRINCIPAL SHAREHOLDERS AND DIVIDENDS................................................................................156
RELATED PARTY TRANSACTIONS......................................................................................................160
THE BRAZILIAN FINANCIAL SYSTEM AND BANKING REGULATION ........................................164
THE CAYMAN ISLANDS REGULATORY SYSTEM ............................................................................191
TERMS AND CONDITIONS OF THE SENIOR NOTES.........................................................................192
TERMS AND CONDITIONS OF THE SUBORDINATED NOTES ........................................................222
FORM OF THE NOTES; BOOK ENTRY AND TRANSFER...................................................................248
TAXATION ................................................................................................................................................255
CERTAIN ERISA AND OTHER CONSIDERATIONS ............................................................................264
SUBSCRIPTION AND SALE ....................................................................................................................266
TRANSFER RESTRICTIONS....................................................................................................................271
INDEPENDENT AUDITORS ....................................................................................................................274
LEGAL MATTERS ....................................................................................................................................275
GENERAL INFORMATION......................................................................................................................276
ANNEX A -- SUMMARY OF CERTAIN DIFFERENCES BETWEEN BRAZILIAN GAAP
AND U.S. GAAP .................................................................................................................A-1
ANNEX B -- INDEX TO FINANCIAL STATEMENTS..........................................................................B-1
ANNEX C -- FORM OF FINAL TERMS OF THE SENIOR NOTES .....................................................C-1
ANNEX D -- FORM OF FINAL TERMS OF THE SUBORDINATED NOTES ....................................D-1
i
23614673v2


In this Offering Memorandum, except where otherwise specified or the context otherwise requires, all
references to "we," "us," "our" or "ourselves" are references to Itaú Unibanco Holding S.A. ("Itaú
Unibanco Holding") and its subsidiaries, except where otherwise specified or the context otherwise
requires. The "Issuer" refers to Itaú Unibanco Holding, or any successor thereof, whether acting through
its head office or its Grand Cayman Branch, except where otherwise specified or the context otherwise
requires. The business of Itaú Unibanco Holding is described in this Offering Memorandum on a
consolidated basis, except where otherwise specified or where the context otherwise requires. The term
"Brazil" refers to the Federative Republic of Brazil. The phrase "Brazilian government" refers to the
federal government of Brazil.
Itaú Unibanco Holding is the parent of two main operating subsidiaries: Itaú Unibanco S.A. ("Itaú
Unibanco") and Banco Itaú BBA S.A. ("Itaú BBA"). Together with its subsidiaries and affiliates, Itaú
Unibanco Holding is referred to in this Offering Memorandum as the "Itaú Unibanco Group". Itaú
Unibanco carries on our commercial banking, consumer credit and other financial activities. Itaú BBA
carries on our corporate and investment banking activities. On February 18, 2009, the Central Bank of
Brazil (the "Central Bank") approved a series of transactions whereby the operations of Banco Itaú
Holding Financeira S.A. (now Itaú Unibanco Holding) and its subsidiaries ("Banco Itaú Holding") and
Unibanco Holdings S.A., including its subsidiary Unibanco -- União de Banco Brasileiros S.A.
("Unibanco") and Unibanco's subsidiaries ("Unibanco Holdings"), were merged.
Prospective purchasers of the Notes should be aware that the Notes are not guaranteed by, nor do they
constitute, an obligation of Itaú Unibanco or any other subsidiary of Itaú Unibanco Holding.
Having made all reasonable enquiries, the Issuer confirms that this Offering Memorandum, when taken
together with the relevant Final Terms, contains all information with respect to the Issuer, its subsidiaries
and affiliates taken as a whole and the Programme and the Notes to be issued under the Programme which
is material in the context of the issue and offering of the Notes, that such information contained in this
Offering Memorandum is true and accurate in all material respects and is not misleading, that the opinions
and intentions expressed in this Offering Memorandum are honestly held and have been reached after
considering all relevant circumstances and are based on reasonable assumptions, and that there are no other
facts the omission of which would, in the context of the offering and issue of the Notes hereunder, make
any statement in this Offering Memorandum, when taken together with the relevant Final Terms as a
whole, misleading in any material respect. The Issuer accepts responsibility accordingly.
This Offering Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
of the Notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to
make an offer or solicitation. The distribution of this Offering Memorandum and the offering of the Notes
in certain jurisdictions may be restricted by law.
Persons into whose possession this Offering
Memorandum comes are required by the Issuer, the Dealers and the Trustee (as defined hereinafter) to
inform themselves about and to observe any such restrictions. For a description of certain further
restrictions on offers and sales of Notes and distribution of this Offering Memorandum, see "Subscription
and Sale".
You should rely only on the information contained in or incorporated into this Offering Memorandum.
No person is authorised to give any information or to make any representation not contained in or
incorporated into this Offering Memorandum and any information or representation not so contained or
incorporated must not be relied upon as having been authorised by or on behalf of the Issuer, any of the
Dealers or the Trustee. The information contained in this Offering Memorandum is accurate only as of the
date of this Offering Memorandum and information incorporated by reference is accurate only as of the
date of the document in which it is contained. The delivery of this Offering Memorandum at any time does
not imply that the information contained in or incorporated into it is correct as at any time subsequent to its
date, regardless of such time of delivery of this Offering Memorandum or of any sale of Notes.
ii
23614673v2


This Offering Memorandum contains summaries intended to be accurate with respect to certain terms
of certain documents, but reference is made to the actual document, all of which will be made available to
you upon request to us when available, for complete information with respect thereto, and all such
summaries are qualified in their entirety by such reference.
In receiving this Offering Memorandum and any supplement (including any relevant Final Terms), you
hereby acknowledge that (i) you have been afforded an opportunity to request from us and to review, and
have received, all additional public information considered by you to be necessary to verify the accuracy
of, or to supplement, the information contained or incorporated by reference herein, (ii) you have had the
opportunity to review all of the documents described or incorporated by reference herein, (iii) you have not
relied on the Dealers or any person affiliated with the Dealers in connection with any investigation of the
accuracy of such information or the investment decision and (iv) no person has been authorised to give any
information or to make any representation concerning us or the Notes (other than as contained or
incorporated by reference herein) and, if given or made, you should not rely upon any such other
information or representation as having been authorised by us or the Dealers.
IN MAKING AN INVESTMENT DECISION, YOU MUST RELY ON YOUR OWN
EXAMINATION OF OUR BUSINESS AND THE TERMS OF THE SECURITIES OFFERED BY
THIS OFFERING MEMORANDUM, INCLUDING THE MERITS AND RISKS INVOLVED. THE
NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION ("SEC"), ANY STATE SECURITIES COMMISSION IN THE
UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON THE ACCURACY OR THE ADEQUACY
OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES.
THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT, OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION
OF THE UNITED STATES, AND THE NOTES MAY INCLUDE BEARER NOTES THAT ARE
SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE
NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S).
THIS OFFERING MEMORANDUM HAS BEEN PREPARED BY THE
ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE NOTES
OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S
AND WITHIN THE UNITED STATES TO "QUALIFIED INSTITUTIONAL BUYERS" IN
RELIANCE ON RULE 144A AND FOR LISTING OF THE NOTES ON THE EURO MTF
MARKET OF THE LUXEMBOURG STOCK EXCHANGE. THE NOTES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.
PROSPECTIVE PURCHASERS ARE
HEREBY NOTIFIED THAT SELLERS OF THE NOTES MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A. AS A PROSPECTIVE PURCHASER, YOU SHOULD BE AWARE
THAT YOU MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. FOR A DESCRIPTION OF THESE AND CERTAIN
FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND DISTRIBUTION
OF THIS OFFERING MEMORANDUM, SEE "SUBSCRIPTION AND SALE" AND "TRANSFER
RESTRICTIONS".
The Notes have not been, and will not be, registered with the Brazilian Securities Commission
(Comissão de Valores Mobiliários or "CVM"). Any public offering or distribution, as defined under
Brazilian laws and regulations, of the Notes in Brazil is not legal without prior registration under Law No.
6,385, as amended, and Instruction No. 400, issued by the CVM on December 29, 2003, as amended.
iii
23614673v2


Documents relating to an offering of Notes by this Offering Memorandum, as well as information
contained therein, may not be supplied to the public in Brazil (as an offering of Notes by this Offering
Memorandum is not a public offering of the Notes in Brazil), nor be used in connection with any offer for
subscription or sale of the Notes to the public in Brazil. The Dealers have agreed not to offer or sell the
Notes in Brazil, except in circumstances which do not constitute a public offering or distribution of
securities under applicable Brazilian laws and regulations.
This Offering Memorandum is only being distributed to and is only directed at (i) persons who are
outside the United Kingdom or (ii) investment professionals (persons having professional experience in
matters relating to investments) falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) persons falling within Article 49(2)(a) to (d) of the
Order or (iv) persons to whom this Offering Memorandum may otherwise lawfully be communicated (all
such persons together being referred to as "relevant persons"). The Notes are only offered to, and no
invitation, offer or agreement to subscribe, purchase or otherwise acquire the Notes may be proposed or
made other than with, relevant persons. Any person who is not a relevant person should not act or rely on
this Offering Memorandum or any of its contents. For a description of certain restrictions on offers and
sales of Notes and the distribution of this Offering Memorandum in the United Kingdom, see "Subscription
and Sale".
This Offering Memorandum is not a prospectus which has been approved by the Financial Services
Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial
Services and Markets Act 2000 (the "FSMA").
No invitation whether directly or indirectly may be made to members of the public in the Cayman
Islands to subscribe for the Notes unless the Issuer is listed on the Cayman Islands Stock Exchange.
Neither this Offering Memorandum nor any other material relating to the Notes will be offered, sold,
distributed or otherwise made available in the Grand Duchy of Luxembourg other than in compliance with
the Law of 10 July 2005 on prospectuses for securities.
________________
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION
FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE
REVISED STATUTES ANNOTATED, 1955, AS AMENDED, WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY
THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT
AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS
OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
________________
Each prospective purchaser of the Notes must comply with all applicable laws and regulations in force
in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or
permission required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in
iv
23614673v2


force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and
neither we nor any Dealer shall have any responsibility therefor.
We have prepared this Offering Memorandum solely for use in connection with the offer and sale of
the Notes in the United States to qualified institutional buyers ("QIBs") as defined in Rule 144A under the
Securities Act ("Rule 144A") and outside the United States to non-U.S. persons in accordance with
Regulation S under the Securities Act ("Regulation S"). You agree that you will hold the information
contained in this Offering Memorandum and the transaction contemplated hereby in confidence. You may
not distribute this Offering Memorandum to any person, other than a person retained to advise you in
connection with the purchase of the Notes. Notwithstanding anything to the contrary contained herein,
each prospective investor (and each employee, representative or other agent of each prospective investor)
may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment
and U.S. federal income tax structure (as such terms are used in Sections 6011, 6111 and 6112 of the U.S.
Internal Revenue Code of 1986, as amended, (the "Code") and the Treasury Regulations promulgated
thereunder) of an offering of the Notes pursuant to this Offering Memorandum and all materials of any kind
(including opinions or other tax analyses) that are provided relating to such tax treatment and tax structure.
Certain amounts included in this Offering Memorandum have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetical aggregation of the figures preceding them.
References herein to "US$," "$," "U.S. dollars" or "dollars" are to United States dollars, references to
"Brazilian real," "Brazilian reais," "real," "reais" or "R$" are to Brazilian reais, the official currency of
Brazil since July 1, 1994, references to "CI$" are to Cayman Islands dollars, references to "Euro" and ""
are to the lawful currency of the member states of the European Union (the "EU") that adopt the single
currency in accordance with the treaty, as amended, establishing the European Community, references to
"Yen" are to the Japanese Yen, the official currency of Japan, and references to "Sterling" are to Pounds
Sterling. References to "billions" are to thousands of millions.
Our operations are based primarily in Brazil and the financial statements contained in this Offering
Memorandum are expressed in reais. The selling rate of reais for U.S. dollars on February 23, 2012 was
R$1.7040 per US$1.00. Further information regarding the exchange rate system in Brazil is given under
"Exchange Rates".
See "Risk Factors" in this Offering Memorandum for a description of certain factors relating to an
investment in the Notes, including information about our business. None of us, the Dealers and any of our
or their respective representatives is making any representation to you regarding the legality of an
investment by you under applicable legal investment or similar laws. You should consult with your own
advisers as to legal, tax, business, financial and related aspects of a purchase of the Notes.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as
stabilising manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising
Manager(s)) may over-allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at
any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of
Notes and 60 days after the date of the allotment of the relevant Tranche of Notes.
v
23614673v2


MARKET DATA
Certain industry data presented herein have been derived from the following sources: the Central Bank
Information System (Sistema de Informações do Banco Central or "SISBACEN"), a database of
information provided by financial institutions to the Central Bank; the Brazilian Association of Leasing
Companies (Associação Brasileira de Empresas de Leasing or "ABEL"); the National Economic and
Social Development Bank (Banco Nacional de Desenvolvimento Econômico e Social or "BNDES"); the
Brazilian Financial and Capital Market Association (Associação Brasileira das Entidades dos Mercados
Financeiros e de Capitais or "ANBIMA"); the National Monetary Council (Conselho Monetário Nacional
or "CMN"); and the Superintendency of Private Insurance (Superintendência de Seguros Privados or
"SUSEP"). Such data has been accurately reproduced and, as far as the Issuer can ascertain from data
published by such sources, no facts have been omitted which would render the reproduced information
inaccurate or misleading. However, such data have not been independently verified, and neither the Issuer
nor any of the Dealers makes any representation as to the accuracy of such data.
vi
23614673v2


ENFORCEABILITY OF JUDGMENTS
Cayman Islands
We have been advised by Maples and Calder, our Cayman Islands legal counsel, that although there is
no statutory enforcement in the Cayman Islands of judgments obtained in England, New York or Brazil, a
judgment obtained in such jurisdiction will be recognised and enforced in the courts of the Cayman Islands
at common law, without any re-examination of the merits of the underlying dispute, by an action
commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such
judgment: (i) is given by a foreign court of competent jurisdiction; (ii) imposes on the judgment debtor a
liability to pay a liquidated sum for which the judgment has been given; (iii) is final; (iv) is not in respect of
taxes, a fine or a penalty; and (v) was not obtained in a manner and is not of a kind the enforcement of
which is contrary to natural justice or the public policy of the Cayman Islands.
Brazil
A final conclusive judgment for the payment of money rendered by any English court or any New
York state or federal court sitting in New York City in respect of the Notes would be recognised in the
courts of Brazil (to the extent that Brazilian courts may have jurisdiction), and such courts would enforce
such judgment without any retrial or re-examination of the merits of the original action only if such
judgment has been previously ratified by the Brazilian Federal Superior Court of Justice (Superior Tribunal
de Justiça or the "Superior Court of Justice"), such ratification being available only if:

the judgment fulfils all formalities required for its enforceability under the laws of England or
of the State of New York and the United States of America;

the judgment contemplates an order to pay a determined sum of money;

the judgment is issued by a competent court after proper service of process on the parties,
which service must comply with Brazilian law if made in Brazil or, after sufficient evidence
of the parties' absence has been given, as established pursuant to applicable law;

the judgment is not subject to appeal;

the judgment is authenticated by the Brazilian consulate in England or in the State of New
York and is accompanied by a sworn translation into Portuguese; and

the judgment is not against Brazilian public policy, good morals or national sovereignty.
Notwithstanding the foregoing, no assurance can be given that such ratification would be obtained, that
the process described above could be conducted in a timely manner or that a Brazilian court would enforce
a monetary judgment for violation of English or U.S. securities laws with respect to the Notes.
Further, we note that:

civil actions may be brought before Brazilian courts in connection with the offer and sale of
Notes under the Programme based solely on the securities laws of England or the federal
securities laws of the United States and that Brazilian courts may enforce such liabilities in
such actions against us (provided that the provisions of such laws do not contravene Brazilian
public policy, good morals or national sovereignty and provided further that Brazilian courts
can assert jurisdiction over the particular action);

the ability of a judgment creditor to satisfy a judgment by attaching certain of our assets is
limited by provisions of Brazilian law;

pursuant to Article 835 of the Brazilian Code of Civil Procedure, a plaintiff, whether Brazilian
or non-Brazilian, who resides outside Brazil or is outside Brazil during the course of the
vii
23614673v2


litigation in Brazil and who does not own real property in Brazil, must post a bond to secure
the payment of the defendant's legal fees and court expenses. The bond must have a value
sufficient to satisfy the payment of court fees and the defendant's attorney fees, as determined
by a Brazilian judge. This requirement does not apply (i) pursuant to Article 836 of the
Brazilian Code of Civil Procedure, in case of collection claims based on an instrument (which
does not include the Notes issued hereunder) that may be enforced in Brazilian courts without
the review of its merit (título executivo extrajudicial) or counterclaims (reconvenções); and
(ii) to the enforcement of foreign judgments which have been duly confirmed by the Superior
Court of Justice;

as a rule, interlocutory decisions ordering measures over the course of a procedure also need
to be ratified by the Superior Court of Justice. These measures will be accomplished by a
rogatory letter, and interested parties may challenge compliance by means of motions; and

in addition to the ratification of a final decision, Brazilian law requires due process to obtain a
writ of execution in order to enforce such decision. Such due process consists of certain
enforcement proceedings to be carried out before federal courts pursuant to the Brazilian
Code of Civil Procedure. No assurance can be given that such writ of execution would be
obtained in a timely manner.
Notwithstanding the foregoing, no assurance can be given that the process described above can be
conducted in a timely manner.
viii
23614673v2


DOCUMENTS INCORPORATED BY REFERENCE
We incorporate by reference in this Offering Memorandum the documents described below. This
means:

we can disclose important information to you by referring you to those documents;

information incorporated by reference is considered to be part of this Offering Memorandum,
even though it is not repeated in this Offering Memorandum; and

information that we make available later on the Quarterly Update Web Site (as defined below)
will automatically update and supersede the information in this Offering Memorandum.
As of the date of this Offering Memorandum, there are no documents incorporated by reference. We
incorporate by reference in this Offering Memorandum the following documents that we will regularly
make available to investors on our website at http://www.itauunibancoir.com/docs (the "Quarterly Update
Web Site").

our most recently published interim consolidated financial statements, from time to time, in
each case prepared in accordance with accounting practices adopted in Brazil and applicable
to institutions authorised to operate by the Central Bank ("Brazilian GAAP") and in the
English language; and

a quarterly MD&A (Management's Discussion and Analysis of Financial Conditions and
Results of Operations) made available on the Quarterly Update Web Site subsequent to
publication of our interim consolidated financial statements prepared in accordance with
Brazilian GAAP, including a discussion of material recent developments since the date of our
most recent consolidated financial statements.
All documents made available by us on the Quarterly Update Web Site from the date of this Offering
Memorandum and prior to the termination of this Programme shall also be deemed to be incorporated by
reference in this Offering Memorandum. References to this Offering Memorandum shall mean this
document and all documents from time to time incorporated herein by reference. Upon publication of the
annual update of this Offering Memorandum based on our most recent annual audited consolidated
financial statements, we will remove from the Quarterly Update Web Site all documents made available
thereon prior to such date and after such date such documents will be deemed no longer to be incorporated
by reference into this Offering Memorandum.
We will, at the specified office of our Listing Agent (as hereinafter defined), provide, without charge, a
copy of this Offering Memorandum and a copy of any or all of the documents incorporated herein by
reference, where such documents will be available free of charge to any interested person. We have agreed
to furnish to the Luxembourg Stock Exchange all such information as required by the rules of the
Luxembourg Stock Exchange in connection with the listing on the Luxembourg Stock Exchange of the
Notes. We shall, during the continuance of the Programme, prepare a supplement to this information
memorandum whenever required by the rules of the Luxembourg Stock Exchange.
Documents
incorporated by reference after the date of this Offering Memorandum will not be published on the
Luxembourg Stock Exchange website.
Other than the information made available to investors on the Quarterly Update Web Site in
connection with this Programme, no information on our website, www.itau.com.br, is part of, or
incorporated by reference in, this Offering Memorandum.
ix
23614673v2


Document Outline