1 Alliance of Operations Itaú Unibanco Holding S.A. and Porto Seguro S.A.
2 The Companies Shall remain listed on the New Market of BM&FBovespa; Is one of the main insurance groups of Brazil; Offering a wide range of insurance and private pension products and services (auto, group health, property, transportation, life and private pension); Services of consortium, property and financial security; It is the leader in auto insurance and ranked third in group health insurance, its two main lines of products. Is one of the 15 largest financial institutions in the world in terms of market value (R$ 128 billion*); Has an outstanding performance in Brazil and abroad; Has a network of 4,917* distribution points (branches and CSB- Customer Site Branches). (*) At June 30,
3 Motivations Expansion of distribution channel, providing greater opportunities for brokers; Economies of scale and cost synergies; Opportunity to offer all the products/brands through the distribution channels, increasing the client s options; Increase financial soundness; Expertise and quality in insurance management; Greater geographical presence, enabling the expansion of services offered, especially in homeowner insurance. Increase brand s exposure; 2
4 The Transaction Unification of residence and automobile insurance operations; Operational Agreement for the exclusive offer and distribution of homeowners and auto insurance products to clients of Itaú Unibanco branch network in Brazil and Uruguay. Itaú Unibanco and Porto Seguro will provide the most complete products and services portfolio in the Brazilian market to millions of clients and especially to their wide Insurance Brokers network. 3
5 The Transaction 1. Itaú Unibanco: shall transfer all the assets and liabilities related to its current portfolio of homeowner and auto insurance to a company that will be named Itaú Unibanco Seguros de Automóvel e Residência S.A., with stockholders equity amounting to R$ 950 million. 2. Porto Seguro: shall issue shares representing 30% (thirty percent) of its new capital stock, equivalent to 98.3 million shares; these shares will be delivered to Itaú Unibanco. 3. Establishment of a new company, named Porto Seguro Itaú Unibanco Participações S.A. ( PSIUPAR ), which shall retain all the shares issued by Porto Seguro owned by them. 4
6 The Transaction Such Alliance will be implemented through a corporate restructuring Controlling stockholders of Porto Seguro Itaú Unibanco 57% 43% PSIUPAR Market 70% 30% Porto Seguro S.A. Subsidiaries Porto Seguro S.A. 99.9% 99.9% Itaú Unibanco Seguro de Automóvel e Residência S.A. 5
7 Important Aspects Itaú Unibanco shall be entitled to nominate two of the five members of the Board of Directors of PSIUPAR. In addition, Itaú Unibanco shall nominate two of the five members of Porto Seguro Board of Directors; Itaú Unibanco Seguros de Automóvel e Residência S.A. shall be managed by Porto Seguro that is going to utilize the trademarks Porto Seguro, Itaú Unibanco and Azul to offer different products and services in sales channels; The senior management and employees of Itaú Unibanco who work in the auto and homeowner insurance businesses will be allocated to Itaú Unibanco Seguros de Automóvel e Residência S.A. (approximately 650 employees); The completion of the partnership between Itaú Unibanco and Porto Seguro depends on the approval from the stockholders, SUSEP Superintendência de Seguros Privados and SBDC - Sistema Brasileiro de Defesa de Concorrência. 6
8 Auto insurance June 2009 Auto insurance June 2009 Regional Market Share North Porto Seguro: 14.5% Itaú Unibanco: 3.0% Combined: 17.5% Midwest Porto Seguro: 9.0% Itaú Unibanco: 8.3% Combined: 17.3% South Porto Seguro: 5.0% Itaú Unibanco: 5.2% Combined: 10.2% Combined Data Northeast Porto Seguro: 10.7% Itaú Unibanco: 5.5% Combined: 16.2% Southeast Porto Seguro: 27.9% Itaú Unibanco: 9.4% Combined: 37.3% June 2009 June 2009 Total Combined Market Share (Brazil)* 8.0% 20.6% 28.6% Insured Fleet (million) 1,250 2,150 3,400 Ranking 4 th 1 st 1 st Written Premiums (R$ million) ,319 Source: SUSEP * In premiums 7
9 Homeowner June 2009 Homeowner June 2009 Regional Market Share North Porto Seguro: 2.7% Itaú Unibanco: 11.5% Combined: 14.2% Northeast Porto Seguro: 1.7% Itaú Unibanco: 24.7% Combined: 26.4% Midwest Southeast Porto Seguro: 6.1% Itaú Unibanco: 22.0% Combined: 28.1% South Porto Seguro: 10.2% Itaú Unibanco: 31.0% Combined: 41.2% Combined Data Porto Seguro: 3.2% Itaú Unibanco: 15.2% Combined: 18.4% June 2009 June 2009 Total Combined Market Share (Brazil)* 27.3% 8.3% 35.6% Items Insured (million) ,235 Ranking 1 st 3 rd 1 st Written Premiums (R$ million) Source: SUSEP * In premiums 8
10 Highlights R$ million Itaú Unibanco Seguros de Automóvel e Residência S.A. Porto Seguro S.A. Total Earned premiums Auto (*) 710 1,609 2,319 Earned premiums Homeowner (*) Earned premiums Other insurance lines (*) _ Technical Provisions for Auto and Homeowner Insurance 1,321 1,936 3,257 Technical Provisions Other insurance lines _ 1,890 1,890 Stockholders Equity 950 2,100 3,050 In thousand Number of insured autos 1,250 2,150 3,400 Number of insured homeowners ,235 Number of brokers _ (*) Accumulated over six-month period. 9
11 Roberto Setubal Chief Executive Officer Itaú Unibanco Holding S.A. Jayme Brasil Garfinkel Chairman of the Board of Directors Porto Seguro S.A. Alfredo Setubal Investor Relations Officer Itaú Unibanco Holding S.A. José Tadeu Mota CFO and Investor Relations Officer Porto Seguro S.A. August, 2009.