Banco Industrial e Comercial : Press Release (Fato Relevante)

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

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, Zip Code 04538-132 ("Company") and CHINA CONSTRUCTION BANK CORPORATION ("CCB") hereby, in accordance with article 3 of CVM Rulling No. 358 of the Brazilian Securities Comission (Comissão de Valores Mobiliários) ("CVM"), dated as of January 3, 2002, as amended, and with paragraph 4th of article 157 of Law No. 6,404, dated as of December 15, 1976 ("Corporations Law"), as amended, inform the shareholders of the Company and the market, in addition to the Press Releases (Fatos Relevantes) mentioned below, that:
On October 31, 2013 the Company executed a Share Purchase Agreement by and between the Selling Shareholders and CCB ("Agreement"), which established the terms and conditions in which CCB undertook, subject to the occurrence of certain conditions precedent ("Conditions Precedents"), to acquire from the Selling Shareholders, directly and indirectly, 157,394,932 common shares and
24,702,582 preferred shares issued by the Company, corresponding to 72.00% of the total capital stock of the Company ("Controlling Shares"), according to the terms of the Press Release (Fato Relevante) published on October 31, 2013 ("Transaction").
As a result of the verification of the Conditions Precedent for the closing of the Transaction, including the completion of the corporate reorganization involving the Company, its direct shareholders Gemini Holding S.A. and BIC Corretora de Câmbio e Valores S.A. ("BIC Corretora"), and the company Primus Holding S.A. ("Primus"), holder of 100% (one hundred percent) of the capital stock of BIC Corretora, according to the Press Release (Fato Relevante) published on April 4, 2014, the Company informs to its shareholders and the market that CCB Brazil Financial Holding - Investimentos e Participações Ltda., a limited liability company with its head offices in the City of São Paulo, State of São Paulo, at Rua Boa Vista No. 254, 13th floor, Centro ("CCB Holding"), a subsidiary of CCB, acquired, on the date hereof, the Controlling Shares ("Closing of the Transaction").
In addition, the Company informs that within thirty (30) days of the Closing of the Transaction, CCB Holding shall submit to CVM a request for the registration of a mandatory tender offer for acquisition of all shares issued by the Company held by the minority shareholders. Such mandatory tender offer will be performed as a result of the transfer of control of the Company, according to article 254-A of the Corporations Law, the CVM Rulling No. 361, dated as of March 05, 2002, as amended, and in
accordance with the articles 6th and 51st of the By-laws of the Company. CVM´s authorization will be requested in order to integrate such mandatory tender offer with a voluntary tender offer for cancellation of registration of the Company as a publicly-held company, in accordance with paragraph
4th of article 4th of the Corporations Law, as well as a voluntary tender offer for leaving the Level 1 of
Corporate Governance Practices of the BM&FBOVESPA ("TO").
The Company will keep the market informed on the matters abovementioned, including with respect to the information related to the TO.
São Paulo, August 29, 2014

Milto Bardini

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