SUMMARIZED MINUTES OF THE MEETING OF THE BOARD OF
DIRECTORS
OF FEBRUARY 6 2012
DATE, TIME AND PLACE: On February 6 2012, at
11:00 a.m., at Praça Alfredo Egydio de Souza Aranha, 100,
Torre Olavo Setubal, 9th floor, in the city and state of
São Paulo.
CHAIR: Pedro Moreira Salles.
QUORUM: The full complement of
members.
RESOLUTIONS UNANIMOUSLY ADOPTED:
The Board of Directors was made aware of the work
undertaken and the principal events marking the activities
of the Audit Committee in the period as well as the
quantitative and qualitative report in relation to the
operations of the Ombudsman's Office, implemented at
Itaú Unibanco S.A. as a single organizational component of
the Itaú Unibanco Conglomerate.
Subsequently, the account statements for fiscal year
2011 were examined with the purpose of: (i) recommending
for approval as documented in the Summary of the Audit
Committee's Report; (ii) favorable opinion of the
Fiscal Council; (iii) report without qualification of the
Independent Auditors; (iv) declaration of the Executive
Board, agreeing with the opinions in the report of the
Independent Auditors, the account statements and the
management discussion and analysis report for the
operation. The Directors thus concluded as to the exactness
of all the documents so examined, unanimously approving
them and authorizing their disclosure through submission to
the CVM - Brazilian Securities and Exchange Commission,
BM&FBOVESPA S.A. - Securities, Commodities and Futures
Exchange, SEC - U.S. Securities and Exchange Commission,
NYSE - New York Stock Exchange (USA), Comisión Nacional de
Valores and BCBA - Bolsa de Comercio de Buenos Aires
(Argentina).
CONCLUSION:There being no further
matters on the agenda and no members wishing to raise any
further issues, the meeting was declared closed, these
minutes being drafted and having been read and approved,
were signed by all. São Paulo (SP), February 6 2012.
(signed) Pedro Moreira Salles - Chairman; Alfredo Egydio
Arruda Villela Filho and Roberto Egydio Setubal - Vice
Chairmen; Alcides Lopes Tápias, Alfredo Egydio Setubal,
Candido Botelho Bracher, Fernando Roberto Moreira Salles,
Francisco Eduardo de Almeida Pinto, Gustavo Jorge
Laboissiere Loyola, Henri Penchas, Israel Vainboim, Pedro
Luiz Bodin de Moraes and Ricardo Villela Marino -
Directors.
ALFREDO EGYDIO SETUBAL
Investor Relations Officer
