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 e 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, Zip Code 04538-132 ("Company") hereby provides the following clarifications, requested by the Companies' Monitoring Superintendence (Superintendência de Acompanhamento de Empresas) of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ("BM&FBOVESPA") through the 2959-14 SAE/GAE Notice, dated as of September 18, 2014 ("Notice"), regarding the news published by the "O Estado de São Paulo" newspaper, released on September 18, 2014, under the title "Public Prosecution Office (Ministério Público) accuses BicBanco

officers of fraud". We transcribe the Notice attached to facilitate comprehension.

Regarding the questions contained in the Notice, the Company clarifies that the legal proceedings to which the news refer arised from the Administrative Proceeding No. 1101528186, judged by the Brazilian Central Bank ("BACEN") in 2013 ("Administrative Proceeding"), which content was duly disclosed in item 4.3 of the Company's Annual Form (Formulário de Referência) (Non Confidential and Material Proceedings), from the 4.0 version of 2013 Annual Form (Formulário de Referência), disclosed to the Market on September 5, 2013.
In connection with the Administrative Proceeding, BACEN determined the exclusive application of financial penalty to the Company, in the amount of R$200,000.00, as well as to some of the Company's Officers and Directors, in amounts ranging from R$25,000.00 to R$200,000.00. The Company and the Officers and Directors presented an appeal to the Board of Appeals of the Brazilian Financial System (Conselho de Recursos do Sistema Financeiro Nacional - "CRSFN") and, currently, the appeal is pending analysis by the CRSFN.
It is important to mention that the reserves determined by BACEN in the base date of April 2011, object of the Administrative Proceeding, were fully constituted by the Company in 2011 in accordance with the CMN/BACEN Ruling No. 2,682/99, and that there are no outstanding accounting or financial pending matter relating thereto with respect to the Company.
The Company is not a party to the proceeding to which the abovementioned news refer and does not have access to the case file, having requested to the Company's Officers and Directors and their legal counsel information in this regard. Accordingly, the Company was informed that (i) given that the accusation involves a possible offense to Law No. 7,492, enacted as of June 16, 1986, the Public Prosecution Office (Ministério Público) filed charges against some Officers and Directors (and not the Company), however no conclusive decision, including from a lower court (primeira instância) has been awarded as of the date hereof in connection with the criminal proceeding ; (ii) the mere acceptance, by the Court, of the charges filed by the Public Prosecutor has occurred as of the date hereof , which only means that the charges were not considered defective from a legal standpoint; (iii) the decision in the criminal proceeding tends to follow the technical judgment issued by the BACEN in connection with the Administrative Proceeding, absolving these Administrators of any intentional misconduct, considering the clear lack of intention on their part.
The Company's Investor Relations Department remains available to the shareholders to clarify any questions related to this Notice.
São Paulo, September 19, 2014.

BANCO INDUSTRIAL E COMERCIAL S.A.

Milto Bardini

Investor Relations Officer

Schedule - 2959-14 SAE/GAE Letter of September 18, 2014 sent by BM&FBOVESPA

SAE/GAE 2959-14

September 18, 2014

Banco Industrial e Comercial S.A. Investor Relations Officer

Mr. Milto Bardini

Dear Sirs,

We request, until 09/19/2014, clarifications regarding the news published in the "O Estado de São Paulo" newspaper, released on 09.18.2014, under the title "Public Prosecution Office (Ministério Público) accuses BicBanco's Officers of fraud", as well as other information considered important.

This request falls under the Cooperation Agreement, entered into by CVM and BM&FBOVESPA in 12.13.2011, and the failure to comply with the requests above may subject this Company to a fine by the Companies Relations Superintendence (Superintendência de Relações com Empresas - SEP) of CVM, subject to the provisions of CVM Ruling No. 452/07.

Regards,

Nelson Barroso Ortega

Companies Moniroting Superintendence (Superintendência de Acompanhamento de Empresas) BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros

c.c. CVM - Comissão de Valores Mobiliários

Sr. Fernando Soares Vieira - Superintendente de Relações com Empresas

Sr. Waldir de Jesus Nobre - Superintendente de Relações com o Mercado e Intermediários

We clarify that the response by this company should be sent exclusively through the IPE System, selecting Category: Press Release or Category: Market Notice, type: Clarifications regarding CVM/Bovespa consultations, and then the Subject: News published in the media, which will result in the simultaneous transmission of the file to BM&FBOVESPA and CVM.

For the better understanding of the Market, the consultation above shall be transcribed in the file to be sent by the company in response hereto.

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