BANCO INDUSTRIAL E COMERCIAL S.A.

Publicly-held Company
CNPJ/MF 07.450.604/0001-89

NOTICE TO THE MARKET BANCO INDUSTRIAL E COMERCIAL S.A. (BM&FBOVESPA: BICB3 and BICB4), a publicly-held company with head offices in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 4,440, 1st and 5th floors, Itaim Bibi, CEP 04538-

132 ("Company"), hereby informs the shareholders of the Company and the market, in addition to the information published by the Company in the Press Release (Fato Relevante) dated as of October 31, 2013 (the "October 31st, 2013 Fato Relevante") that, on the present date, the direct and indirect controlling shareholders of the Company (the "Sellers") and China Construction Bank Corporation ("CCB") executed a non-binding Memorandum of Understanding (the "MOU") with the purpose of reaffirming the commitments undertaken by the parties under the Share Purchase Agreement entered
into by and between the Sellers and CCB, which established the terms and conditions under which CCB agreed to purchase from the Sellers 157,394,932 ordinary shares and
24,702,582 preferred shares issued by the Company, corresponding to seventy-two per
cent (72%) of the total share capital of the Company (the "Share Purchase Agreement" and the "Transaction", respectively), as previously disclosed by the Company in the October 31st, 2013 Fato Relevante.
We also hereby inform that the execution of the MOU is not intended to modify the terms and conditions of the Transaction originally agreed by the parties pursuant to the terms of the Share Purchase Agreement and as disclosed by the Company in the October 31st, 2013 Fato Relevante, but rather to reaffirm the intention of the parties to perform the Transaction pursuant to the terms and conditions of the Share Purchase Agreement.
São Paulo, July 17, 2014

Banco Industrial e Comercial S.A.

Milto Bardini
Investor Relations Officer

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