1.1 To establish the rules and procedures to be observed when disclosing a relevant fact or act, in maintaining the secrecy of any information not yet disclosed to the competent agencies and to the market, and the commitment to trading securities issued by Banco Industrial e Comercial S.A. (“BICBANCO”), in compliance with CVM Instruction nr. 358, of January 3, 2002, as amended, (“CVM Instruction 358”) and with the internal rules of BICBANCO, thus ensuring equality and transparency for all interested parties.

2.1 This policy applies to all persons connected with BICBANCO, as follows:

1. Controlling shareholders;
    
2. Members of the Board of Directors;
    
3. Members of the Statutory Executive Board;
    
4. Members of Supervisory Bodies and those with Technical Functions;
    
5. Employees and Executive Officers with access to Relevant Information;
    
6. Anyone, who by virtue of their position, or function in the Controlling Company, in the Controlled Companies and in the Affiliated Companies is aware of information involving a Relevant Act of Fact about BICBANCO; and
    
7. Any person who may be aware of information about a relevant act or fact, like for example: independent auditors, consultants, analysts from rating agencies and services providers.

2.2 The persons referred to herein continue subject to the rules of this policy during the 6 (six) months following the end of their specific connection with BICBANCO, or with the Controlling Company, the Controlled Company or the Affiliate Company.

3.1 All related persons must ensure their management behavior conforms to the values of good faith, loyalty and veracity, and furthermore, with the general principles established herein.

3.2 The aim of all efforts in favor of market efficiency should be that competition for better returns among investors occurs by analyzing and interpreting disclosed information and never through privileged access to such information.

3.3 The persons subject to this Policy should bear in mind that transparent, precise and opportune information constitutes the main instrument available to the investing public, and especially to the shareholders of BICBANCO, in order to assure them essential equitable treatment.

3.4 The relationship between BICBANCO and securities market agents and opinion formers must be uniform and transparent.

3.5 The persons subject to the provisions laid down in this Policy agree to ensure that the disclosure of information about the equity and financial position of BICBANCO is correct, complete, continuous and developed through the managers on whom this function is incumbent, and in addition, it must include data concerning the evolution of the respective shareholding positions in the capital stock of BICBANCO, in the manner laid down in this Policy and in the regulations in effect.

4.1 The disclosure of a relevant fact or act aims to ensure investors and shareholders the timely availability, in an efficient and equitable manner, of the information required for their securities trading decisions, by ensuring the best possible symmetry when disclosing information. In this manner, one avoids the improper use of information not disclosed to the market by persons who have access to it, for their own benefit or that of third parties, to the detriment of the shareholders in general, the market and BICBANCO itself.

5.1 Relevant applies to any decision by the controlling shareholder, resolution by the shareholders’ meeting or of the management bodies of BICBANCO, or any other act or fact of an administrative, political, technical, business or economic and financial nature that has occurred or is related to its business, which has a reasonable influence on:

1. the quotation of the securities issued by BICBANCO or referenced to them;
   
   
2. the decision of investors to buy, sell or hold the securities;
   
   
3. the decision of the investors to exercise any rights inherent to their position of titleholder of securities issued by BICBANCO or referenced to them

6.1 Examples of relevant acts or facts, among other privileged information, are the following:

1. Disclosure or publication of the financial statements;
   
   
2. The signing of agreements or contracts transferring shareholder control of BICBANCO, even if under a suspensive or resolutory condition;
   
   
3. Change in the control of BICBANCO, including by means of entering into, altering or rescinding the shareholders’ agreement;
   
   
4. entering into, altering or rescinding of a shareholders’ agreement, to which BICBANCO is a party or intervening party, or where this has been recorded on BICBANCO’ own books;
   
   
5. The entry or exit of a partner who had with BICBANCO an agreement or operational, financial, technological or administrative cooperation;
   
   
6. The authorization for trading securities issued by BICBANCO on any market, domestic or foreign;
   
   
7. The decision to undertake the de-listing of BICBANCO;
   
   
8. Takeover, merger or split involving BICBANCO or related companies;
   
   
9. The acquisition or sale of a relevant investment;
   
   
10. The transformation or dissolution of BICBANCO;
    
    
11. Charges to the accounting criteria adopted by BICBANCO;
    
    
12. Debt renegotiation;
    
    
13. Approval for granting stock options.
    
    
14. Alteration to the rights and advantages of the securities issued by BICBANCO;
    
    
15. A split or reverse split or attributing of bonus;
    
    
16. Acquisition of BICBANCO shares, to be held in treasury or for cancellation, and the disposal of shares thus acquired.
    
    
17. Profit or loss by BICBANCO and the allocation of revenues in cash;
    
    
18. Entering into or extinguishing a contract, or failure to carry it through, when the expectation surrounding the fulfillment thereof is public knowledge;
    
    
19. Approving, altering or quitting a project, or delaying its implementation;
    
    
20. The start, re-start or suspension of a given product or service;
    
    
21. The discovery, change or development of technology or resources of BICBANCO;
    
    
22. Modifications to the forecasts disclosed by BICBANCO;
    
    
23. Filing of a request for protection from creditors, petition or confession of bankruptcy or the proposal for judicial action that may affect the economic and financial position of BICBANCO;
    
    
24. The occurrence of any unforeseen fact involving the human and/or material resources of BICBANCO, which may be characterized as relevant.
    

7.1 The Executive Director for Investor Relations and the connected persons defined in section 7.3 below are responsible for fulfilling the duties and obligations regarding the disclosure of a relevant act or fact.

7.2 It is incumbent on the Executive Director for Investor Relations:

1. To disclose and communicate to the markets and competent agencies any relevant act or fact that has occurred or which concerns the business of BICBANCO, of which he has become aware in the exercise of his functions or through communication received from the controlling shareholders, executive officers, members of the board of directors or the supervisory board, and from any other bodies with technical or consultative functions created pursuant to our by-laws;
   
   
2. To provide for the full and immediate dissemination of the relevant act or fact, and its simultaneous disclosure in all markets where the securities issued by BICBANCO are accepted for trading;
   
   
3. To provide additional clarifications to the disclosure of the relevant act or fact to the competent agencies, when required by them to do so;
   
   
4. In the event there occurs an atypical oscillation in the quotation, price or trading quantity of the securities issued by BICBANCO or those linked to them, to verify from the connected persons whether they are aware of information that should be disclosed to the market.

7.3 Persons connected with BICBANCO are the controlling shareholders, executive officers, members of the board of directors, of the supervisory body and any other bodies with technical or consultative functions created pursuant to our by-laws.

7.4 It is incumbent on the persons connected with BICBANCO:

1. To communicate to the Executive Officer for Investor Relations all relevant information of which he has become aware prior to its disclosure to the public.
   
   
2. To communicate to the CVM the relevant act or fact and/or the information referred to in subsection 7.2, of which they have personally become aware, in the event the Executive Officer for Investor Relations fails to fulfill his duty to disclose or inform.

7.5. The persons connected with BICBANCO, as well as their employees and the Executive Officer for Investor Relations himself must keep all information concerning the relevant act or fact confidential until it is disclosed to the market.

8.1 COMMUNICATING RELEVANT ACTS AND FACTS:

1. To communicate to the Executive Officer for Investor Relations or, in his absence, to the President of BICBANCO, the relevant act or fact of which they may become aware; and
   
   
2. To communicate the incident to the competent regulatory and inspection agencies, after formal consent from the President of BIC BANCO, the relevant act or fact of which they are personally aware, in the event the Executive Officer for Investor Relations fails to fulfill his duty to disclose or inform.

8.2 For as long as the relevant act or fact is not disclosed to the market in the manner foreseen in this Policy, the persons connected with BICBANCO must:

1. Preserve the confidentiality of the information concerning the relevant act or fact to which they may have had privileged access on account of the position or title they hold, until its disclosure to the market, and this item includes the forecast results of BICBANCO;
   
   
2. See to it that subordinates and third parties in whom they trust also preserve confidentiality with regard to privileged information, responding jointly and severally with the latter in the event of non-compliance.

9.1 The notice of the relevant act or fact, which should be clear and precise and use language that is accessible to the investing public, meet the specific provisions stipulated in CVM Instruction 358, shall be prepared by the following departments:

1. The Executive Officers responsible for Corporate Affairs, who will also be charged with disclosing the notice;
   
   
2. The Executive Officers responsible for Corporate Legal Affairs and Compliance;
   
   
3. The Executive Officers involved in the transaction that originated the relevant act or fact;

9.2 The relevant act or fact must be disclosed to the CVM and to the market(s) where the securities issued by BICBANCO are admitted for trading.

10.1 The disclosure of the relevant information by BICBANCO must occur by means of publication in widely-circulating newspapers normally used by BICBANCO, and in the Official Gazette of the State of São Paulo.

10.2 In addition, BICBANCO may disclose the relevant act or fact by the following means:

1. The Internet, at the site http://wwww.bicbanco.com.br/ri;
   
   
2. Electronic mail;
   
   
3. Teleconference;
   
   
4. Public meetings with class entities, investors, analysts or the interested public in Brazil or abroad;
   
   
5. Press releases; and
   
   
6. Radio transmission methods used by the market.

10.3 The disclosure using publications in newspapers may be in a reduced form, provided the internet addresses where the full information is available to the interest public are indicated.

10.4 All information concerning the relevant act or fact of BICBANCO must be centralized in the person of the Executive Officer for Investor Relations or the persons indicated by him or, in their absence, the persons indicated by the President of BICBANCO.

10.5 The meetings with class entities, investors, analysts or with a selected public, in Brazil or abroad, concerning subject matters that may consubstantiate relevant information, must be in the presence of the chairman of the Board of Directors, or the Executive Officer for Investor Relations, or the person specifically indicated by them for this purpose.

10.6 In the event the Executive Officer for Investor Relations is not present at the meeting, he must be informed of the content thereof by whoever is present on behalf of BICBANCO, in order for him to evaluate whether any relevant information should be disclosed to the market.

10.7 The relevant act or fact carried by any means of communication must be simultaneously disclosed to the market in which the securities issued by BICBANCO are admitted for trading.

11.1 The relevant act or fact must only be kept confidential if and for as long as its disclosure puts the legitimate interests of BICBANCO at risk.

11.2 It is incumbent on the Controlling Shareholders (when dealing with negotiations involving the transfer of control, acquisition of a company or the merger or split of BICBANCO, or other material of this nature) to evaluate the potential risk to the legitimate interests of BICBANCO, providing guidance as to the application of the prerogative of maintaining confidentiality, if and for as long as its disclosure puts the legitimate interest of BICBANCO at risk.

11.3 Even in the event of risk to the legitimate interests of BICBANCO, if the relevant information becomes public, partly or totally, or if there is an atypical fluctuation in the quotation, price or trading quantity of securities issued by BICBANCO or those linked to them, or furthermore, in the event the CVM determines the need for disclosure of undisclosed information, the controlling shareholders and the management themselves, or through the intermediary of the Executive Officer for Investor Relations, must immediately disclose the respective relevant act or fact.

12.1 The disclosure of a relevant act or fact should occur, whenever possible, prior to or after the close of business on the stock exchanges and the OTC entities in which BICBANCO securities are admitted for trading;

12.2 In the event of incompatibility, the business hours of the Brazilian market will prevail.

12.3 In regard to the time limits for informing and disclosure, the Executive Officer for Investor Relations must further observe the following:

1. Communicate and disclose the relevant act or fact that has occurred or that involves the business of BICBANCO immediately after such occurrence, firstly to the CVM and the stock exchanges, in that order;
   
   
2. After confirmation of receipt of the communication from the CVM, disclose the same content concurrently to the entire market, whether in the case of a relevant act or fact to be carried in any communication media, including information to the press, or in meetings with class entities, investors, analysts or the selected public in Brazil or abroad; and
   
   
3. Judge the need to request, and always simultaneously, national and foreign stock exchanges to suspend trading in the securities for as long as it takes to properly disclose the relevant information, in the event it is imperative that the disclosure of the relevant act or fact occurs during trading hours

13.1 For guidance purposes, whenever there is any doubt as to the relevance of the information considered liable to disclosure to the market, the company’s Executive Officer for Investor Relations should be contacted in order to clarify such doubts.

14.1 The direct and indirect controllers, members of the board of directors and the executive board, up to six months following their removal from office, as well as members of the supervisory councils or any other statutory bodies with technical or consultative functions, in addition to certain employees of BICBANCO itself with access to relevant information, and their direct dependents must:

1. a. Abstain from purchasing or selling on their own behalf or that of their direct dependents or of companies they directly or directly control, any securities issued by BICBANCO, as well as the respective derivatives: (i) during the periods between the date on which they became aware of the relevant information that might affect the trading of those securities, and the date on which such information was publicly disclosed; (ii) during the 30 (thirty) day period prior to the raising of the semi-annual and annual balance sheets, until the publication of the financial statements of BICBANCO; (iii) during the 15 (fifteen) days preceding the disclosure of the quarterly (ITR) and annual (DFP and IAN) information; (iv) during the period between the date of the company’s decision to increase its capital, issue securities, distribute dividends, issue bonuses, undertake splits or reverse splits and the publication of the respective notices or announcements;
   
   
2. Communicate to the Executive Officer for Investor Relations, through the Executive Officers responsible for Corporate Legal Affairs and Compliance, any plans for trading securities issued by BICBANCO and their derivatives, like scheduled investment or “disinvestment”, in addition to any default in this schedule;
   
   
3. Fill out the “Declaration of Shareholding Interest”, whereby any declared alteration to the shareholding interest must be communicated to the Executive Officers responsible for Corporate Legal Affairs and Compliance, by the 5th (fifth) business
   day following that on which the securities were traded;
   
   
4. Strictly fulfill the legal duties of maintaining confidentiality of information concerning relevant acts or facts of BICBANCO to which they have had privileged access, and not use this information for obtaining, for themselves or for third parties, advantages by trading the securities alluded to, and taking care that their employees and any third parties (understood to be independent auditors, securities analysts, consultants, etc.) maintain the confidentiality of such information when they have privileged access thereto, and do not make use of such information to obtain advantages for themselves or others, under penalty of joint and several responsibility with these employees or third parties.

14.2 The commitment not to trade the aforementioned securities does not affect the exercise of preemptive subscription rights involving previously acquired shares, if this should occur within the time periods described in subitems “a” and “c” above. On the other hand, it is hereby understood that this commitment is extensible to any trading by investment funds in which the persons covered by this policy are exclusive quotaholders, or in which they might influence the trading decisions of the portfolios.

14.3 All trading operations involving securities issued by BICBANCO, as well as their derivatives, which may be undertaken by the persons affected by article 11 of CVM. Instruction 358 (currently members of the Board of Directors, members of the Statutory Executive Board and members of those Bodies with Technical or Consultative Functions) must be informed in detail to the Executive Officers responsible for Corporate Legal Affairs and Compliance, pursuant to Schedule I, within 5 (five) days following the end of the month in which they occurred, so that BICBANCO  can communicate them to the CVM and the Stock Exchanges, as the case may be, with due regard for the regulatory timeframes thereon.

14.4 Each executive management will inform its employees considered as subject to this Policy, informing the Executive Officers responsible for Corporate Legal Affairs and Compliance for specific control of the term of adhesion, who will be responsible for formalizing this.

15.1 All persons connected with BICBANCO must be aware of and sign the Term of Adhesion to the Policy on Disclosure of Relevant Acts or Facts.

15.2 It is incumbent of the Investor Relations Executive Officers to stipulate the positions whose titleholders must adhere to the term;

15.3 It is incumbent on the Human Resources Nucleus to present the Term of Adhesion to the titleholders, obtain their signatures and file the document;

15.4 Schedule II contains the Term of Adhesion forms intended for:

15.4.1 Controlling Persons and Management

15.4.2. Employees; and

15.4.3 Third parties

16.1 Connected persons and employees who adhere to the Policy, in addition to the Executive Officer for Investor Relations who, for whatever reason, action or omission, fails to comply with the provisions of the Policy, may be warned, have their functions suspended, or be dismissed for good cause, or removed from office by resolution of the Board of Directors in the case of an executive officer, or by resolution of the President in other cases, after investigation of the facts by a special commission to be composed of the Executive Officer for Investor Relations, the Executive Officers responsible for Corporate Legal Affairs and Compliance, Human Resources and other representatives who at the time may be designated by the Chairman of the Board of Directors, without prejudice to the other civil, penal and financial sanctions as defined in the regulation in effect.

1 I……………….. [name and qualification] …………………………………….in the capacity as …(position)…. .of BANCO INDUSTRIAL E COMERCIAL S.A., DECLARE, hereinafter, in compliance with the stipulation of article 157 of Law 6404/76, and Brazilian Securities and Exchange Commission (CVM) Instruction nr. 358, the characteristics and the manner of acquisition of the securities or those linked to them, issued by Banco Industrial e Comercial S.A., belonging to me, to my spouse/partner, to the dependents included in my annual income tax declaration, and to companies controlled by me or my dependents, directly or indirectly:

Companies

Shares and/or Derivatives Quantity / Type / Class

Other Securities and/or Derivatives Quantity / Type

Manner and date of the acquisitions

I – The Declarant

1. Banco Industrial e Comercial S.A.
2.
3.
4.
5.

II – The Spouse / Partner

1.
2.
3.
4.
5.

III – Dependents Included in the Income Tax Declaration

1.
2.
3.
4.
5.

IV – Companies of which the persons in I, II and III above are direct or indirect Controllers

1.
2.
3.
4.
5.

2. I assume the commitment to communicate to the Executive Officers responsible for Corporate Legal Affairs and Compliance, any alterations to the positions informed herein, within 5 (five) days following the end of the month when the event occurred, indicating the quantity, characteristics, manner, price and date of the transactions. São Paulo-SP

……………………….., 200[x] Signed ……………………………………….

2) Approved, in addition, the indication of the Executive Officer ………………………, as the person responsible for carrying out and monitoring the policies hereby approved.

…………………………………. [name, nationality, marital status, profession, individual taxpayer nr (CPF), identity card nr. (RG), business address and telephone nr………..] ……………………………………………, the undersigned, in the capacity as …………………… of Banco Industrial e Comercial S.A., adheres to the POLICY ON DISCLOSURE OF RELEVANT ACTS AND FACTS AND ON TRADING OF BANCO INDUSTRIAL E COMERCIAL S.A. SECURITIES, of which he herewith receives a copy, and warrants being aware of its terms, and agrees to fully observe them. He further warrants being aware that any sanctions arising from violation of the mentioned Policy will be resolved by the company’s board of Directors.

São Paulo-SP, …………………….., …………

[……………………. NAME ………………….]

Signature

…………………………………. [name, nationality, marital status, profession, individual taxpayer nr (CPF), identity card nr. (RG), business address and telephone nr………..] ……………………………………………, the undersigned, in the capacity as …………………… of Banco Industrial e Comercial S.A., adheres to the POLICY ON DISCLOSURE OF RELEVANT ACTS AND FACTS AND ON TRADING OF BANCO INDUSTRIAL E COMERCIAL S.A. SECURITIES, of which he herewith receives a copy, and warrants being aware of its terms, and agrees to fully observe them and, furthermore, agrees to inform BICBANCO of all transactions involving securities issued by BICBANCO, and their derivatives, which he may undertake, pursuant to Schedule I, within 5 (five) days following the end of the month in which the trading takes place. In the event there is no trading in a given month, communication to BICBANCO is not necessary.

 

São Paulo-SP, …………………….., …………

[……………………. NAME ………………….]

Signature

…………………………………. [name, nationality, marital status, profession, individual taxpayer nr (CPF), identity card nr. (RG), business address and telephone nr………..] ……………………………………………, the undersigned, in the capacity as …………………… of Banco Industrial e Comercial S.A., adheres to the POLICY ON DISCLOSURE OF RELEVANT ACTS AND FACTS AND ON TRADING OF BANCO INDUSTRIAL E COMERCIAL S.A. SECURITIES, of which he herewith receives a copy, and warrants being aware of its terms, and agrees to fully observe them and, furthermore, agrees to inform BICBANCO of all transactions involving securities issued by BICBANCO, and their derivatives, which he may undertake, pursuant to Schedule I, within 5 (five) days following the end of the month in which the trading takes place. In the event there is no trading in a given month, communication to BICBANCO is not necessary. He further warrants being aware that any infringement committed against the said Policy will be characterized as breach of contract, and the company may, without any obligation, rescind the contract that gave rise to this adhesion, and demand payment of the penalty stipulated therein, without prejudice to losses and damages.

 

São Paulo-SP, …………………….., …………

[……………………. NAME ………………….]

Signature