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February 9, 2017 150/2017-SAE/GAE 2 Itaú Unibanco Holding S.A. Attn. Mr. Marcelo Kopel Investor Relations Officer Ref.: Request for clarification o a report published on the press Dear Sirs, With respect to the news published on this date, in the Valor Econômico newspaper, the following information is presented: 1. 2. 3. Itaú currently operates using the cost of capital of 15.5%, whereas the return on credit is 9.4% from previous year; Itaú’s target is to operate with result on credit that equals at least the cost of capital; This goal is expected to be achieved only in the end of 2018. We have been unable to identify this information in the documents sent by your company through the Empresas.NET system. Should this not be the case, then please advise us as to where we can locate the document and pages in which this information can be found and the date and time that it was sent. Please note that the company should disclose periodic, eventual and other information of interest to the market through the Empresas.NET system, thus ensuring its widespread and immediate dissemination and the equitable treatment of its investors and other market participants. In this light, we request your clarifications by 09:00 a.m. on February 10, 2017, on the aforementioned items with your confirmation or otherwise as well as other information deemed as material, without prejudice to the provision in the sole paragraph of Article 6 of CVM Instruction No. 358/02. This reply should be made through the Periodic Information System (IPE), in the Category: Material Fact or Announcement to the Market, Type: Clarifications on CVM/BOVESPA Consultations, and Subject: News Published in the Media, and it will be simultaneously disclosed to BM&FBOVESPA and CVM. The reply made through Material Fact does not avoid the possible determination by CVM of any responsibilities on the untimely disclosure, in accordance with CVM Instruction No. 358/02. We call attention to the obligation, provided in the sole paragraph of Article 4 of CVM Instruction No. 358/02, to inquire the management members and stockholders of the controlling company in order to determine whether they were aware of information that should be disclosed to the market. In the file to be sent, the content of the foregoing consultation should be transcribed before the company’s reply. This request comes within the scope of the Cooperation Agreement signed by the Brazilian Securities and Exchange Commission – CVM and BM&FBOVESPA on December 13, 2011 and failure to respond may render this company subject to a punitive fine imposed by the CVM’s Department of Public Company Supervision – SEP, in accordance with CVM Instruction No. 452/07. Regards, Nelson Barroso Ortega Corporate Monitoring Department BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange c.c.: CVM - Brazilian Securities Exchange Commission Mr. Fernando Soares Vieira - Department of Public Company Supervision Mr. Francisco José Bastos Santos - Department of Market Surveillance São Paulo (SP), February 10, 2017 To BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange Corporate Monitoring Department Dear Sirs, Page 2 Ref.: Request for clarification – Official Letter No. 150/2017-SAE/GAE 2 In response to the Official Letter from Corporate Monitoring Department - BM&FBOVESPA in relation to the report published in the newspaper Valor Econômico on February 9, 2017, Itaú Unibanco Holding S.A. (“Itaú Unibanco” or “Company”) wishes to clarify that: On February 07, 2017, at 5:13 p.m., the Company sent through the Empresas.net system the Material Fact on the Projections for fiscal year 2017, and also updated the Reference Form with this information. On February 08, 2017, at 9:19 a.m., the Company sent through the Empresas.net system the Announcement to the Market on the slides that would be presented on the same date at the Conference Call on the 2016 Result. Based on slide 9 made available to the conference call (attached), named “Business Model”, which includes the 9,4% Credit’s Recurring ROE for fiscal year 2016, and on the Projections, an analyst questioned the speaker about the relationship between ROE (return on equity) and cost of capital, and stated as follows: “If the cost of capital decreases, even if the bank’s future ROE is lower than it is today, it will probably be better”; and added: “However, I would like to understand how you envision this evolution in the next years. Whether you think that this ROE’s gap for the cost of capital may increase in the next years or not.” The speaker explained the relationship between ROE and cost of capital emphasizing that the variables in the financial market (such as spread, volumes, Selic rate, etc.) interact on a dynamic basis similar to “communicating vessels” and not to “stationary vessels“.In this context, the speaker stated that he expects a better economic scenario for 2018, stressing that “there is no way not to be better for the bank.” After describing the optimism towards 2019 and 2020 (“if we continue the trend of good economic policies we are experiencing now”), the speaker ended up with the following sentence “(...)we always have to operate the loan portfolio based, at least, on the cost of capital.” Therefore, the speaker did not mention the end of 2018 as being the target for the Credit’s ROE to reach, at least, the cost of capital. By the way, it is natural to the Company to seek the highest possible return, using the cost of capital as a reference. Additionally, we present below the calculation schedule of the cost of capital for credit prepared based on information included on slide 9, which is attached to this reply (a calculation that can be made based on the information made available to the market): Amounts in R$ billion Cost of Capital - Credit 2016 Creation of Value (A) (3.2) Capital (B) 56.4 Net Income (C) 5.3 Capital Remuneration (D=C-A) 8.6 Cost of Capital (E=D/B) 15.2% The cost of capital for credit of 15.2% calculated considers that the regulatory capital of R$56.4 billion should be remunerated by R$8.6 billion. Considering that net income for the year was R$5.3 billion, which generated a 9.4% Recurring ROE, there was a negative creation of value of R$3.2 billion. Regards, ITAÚ UNIBANCO HOLDING S.A. Marcelo Kopel Investor Relations Officer c.c.: CVM - Brazilian Securities Exchange Commission Mr. Fernando Soares Vieira - Department of Public Company Supervision Mr. Francisco José Bastos Santos - Department of Market Surveillance Business Model 2016 In R$ billions Operating Revenues 2 Credit Trading Insurance and Services Excess Capital Consolidated Credit Trading change Insurance and Services Excess Capital Consolidated Credit Trading Insurance and Services Excess Capital 108.3 55.1 2.2 48.3 2.7 108.7 57.9 2.9 47.8 0.2 -0.4% -4.8% -22.7% 1.0% - Managerial Financial Margin 69.0 45.4 2.2 18.7 2.7 70.6 48.3 2.9 19.2 0.2 -2.2% -6.1% -23.0% -2.5% - Commissions and Fees 31.0 9.8 0.0 21.2 - 29.3 9.6 - 19.7 - 5.7% 1.9% - 7.5% - Result from Insurance 1 8.3 - - 8.3 - 8.9 - - 8.9 - -5.7% - - -5.7% - Result from Loan Losses (22.4) (22.4) - - - (19.0) (19.0) - - - 18.0% 18.0% - - - (1.5) - - (1.5) - (1.6) - - (1.6) - -7.0% - - -7.0% - Non-interest Expenses and Other Expenses 2 (53.8) (25.9) (0.3) (27.4) (0.1) (53.1) (26.0) (0.4) (26.7) (0.0) 1.3% -0.3% -14.6% 2.7% - Recurring Net Income 22.1 5.3 1.1 13.6 2.1 23.8 8.1 1.5 14.1 0.1 -7.0% -34.2% -26.4% -3.6% - Regulatory Capital 115.6 56.4 3.3 34.3 21.5 106.5 61.0 2.7 41.4 1.3 8.6% -7.6% 22.3% -17.1% - Value Creation 5.6 (3.2) 0.7 8.5 (0.3) 8.2 (0.9) 1.1 8.0 0.0 -31.6% 251.1% -36.5% 5.9% - Recurring ROE 20.3% 9.4% 34.0% 39.5% 9.9% 23.9% 13.3% 56.6% 33.9% 10.1% 560 bps -20 bps Retained Claims 1 Consolidated 2015 -360 bps -380 bps -2,250 bps Result from Insurance includes the Result from Insurance, Pension Plan and Premium Bonds Operations before Retained Claims and Selling Expenses. Include Tax Expenses (ISS, PIS, COFINS and other), Insurance Selling Expenses and Minority Interests in Subsidiaries. Itaú Unibanco Holding S.A. 9