BANCO INDUSTRIAL E COMERCIAL S.A.

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

NOTICE TO THE MARKET ("COMUNICADO AO MERCADO") 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 to 5th floors, Itaim Bibi, CEP 04538-123 ("Company"), hereby inform the shareholders of the Company and the market that, due to the execution of the Share Purchase Agreement by and among the controlling shareholders of the Company and China Construction Bank

Corporation ("CCB"), as previous described in the Press Release (Fato Relevante) dated as of October
31, 2013, will request the consent solicitation ("Consent Solicitation") to the holders of certain "Notes" issued by the Company on October 25, 2010, in connection with the Euro Medium-Term Note Program ("Issuance"), as described hereunder, to amend the definition of "Change of Control" and reflect the acquisition of control of the Company by CCB ("Proposal"), pursuant to item 6(g) of the terms and conditions of the Notes.
Attributes of the Notes:

Issuance Amount

US$ 400,000,000.

Maturity

2015

Interest

5.25%

ISIN Code

US05961HAE80 (Rule 144A);

XS0552649021 (Reg S)

Such Consent Solicitation may be accepted by the holders of the Notes until 10:00 of April 30, 2014 (London time), provided that, at the sole discretion of the Company, the expiration time may be extended or modified. Upon acceptance of the required quorum, the Company will execute the supplement Fiscal Agency Agreement to give effect to the Proposal.
The Consent Solicitation will not be registered with the Brazilian Securities Exchange Commission and this notice to the market shall not be considered an offer to sell or a solicitation to buy the Notes, as well as the selling of the Notes shall not be made in any jurisdiction where such offer, solicitation or selling is prohibited.
São Paulo, April 17, 2014

Banco Industrial e Comercial S.A.

Milto Bardini

Investor Relations Officer

TEXT_SP 7769984v5 3498/58

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