Banco Indusval : The Board of Directors's deliberation of PTO acquisition of common and preferred shares issued by the Company by the Company

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BANCO INDUSVAL S.A.

Companhia Aberta de Capital Autorizado CNPJ/MF nº 61.024.352/0001-71

Código CVM: 20885

FATO RELEVANTE

BANCO INDUSVAL S.A. ("Company"), in compliance with Article 157, Paragraph 4 of Federal Law 6,404 of December 15, 1976, as amended, and Instruction 358 issued by the Securities and Exchange Commission of Brazil ("CVM") on January 3, 2002, as amended, hereby announces that on this date the Board of Directors of the Company considered and voted on the proposed public tender offer for the repurchase, by the Company, of the common and preferred shares issued by the Company, in its capacity as offeror, for the purpose of cancelation of its registration with the CVM as a publicly held company that issues category "A" securities, pursuant to CVM Instruction 480 of December 7, 2009, as amended ("Cancelation of Registration"), which will result in the delisting of the Company from Level 2 of Corporate Governance of BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange ("BM&FBOVESPA"), in accordance with Article 4, Paragraph 4, of Federal Law 6,404 of December 15, 1976, as amended ("Brazilian Corporations Law") and CVM Instruction 361 of March 5, 2002, as amended ("CVM Instruction 361" and "PTO", respectively).

The PTO for Cancelation of Registration, subject to approval from the shareholders meeting, of all outstanding shares of the Company, of which thirty-seven million, nine hundred thirty-two thousand, four hundred ninety-one (37,932,491) are common shares (IDLV3) and twenty-nine million, five hundred eighty thousand, six hundred sixty-one (29,580,661) are preferred shares (IDLV4) ("Outstanding Shares"), corresponding to all the common and preferred shares issued by the Company, except those: (a) owned by the controlling shareholders of the Company and persons related to them; (b) owned by the managers of the Company; and (c) held in treasury.

The tender price for the Outstanding Shares will be a single price corresponding to the issue price set in the last capital increase of the Company approved in the Extraordinary Shareholders Meeting held on August 31, 2015 ("Capital Increase"), in the amount of one Brazilian Real and twenty-seven cents (R$1.27) per common or preferred share, restated by the cumulative SELIC interest rate on a pro rata temporis basis from the date of approval of the Capital Increase on November 18,

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2015 ("Purchase Price") to the date of the PTO auction which, on this date, corresponds to one Brazilian Real and thirty-two cents (R$1.32), in accordance with Article 19 of CVM Instruction 361. The Purchase Price will be adjusted by dividends, interest on equity, bonus, stock splits, reverse stock splits and stock conversions declared or incurred between this date and the date of the PTO auction, and will be paid in domestic currency on the date of settlement of the PTO.

Consummation of the PTO will be subject to its registration in compliance with Article

48 of CVM Instruction 480, the waiver of legal requirements by CVM within the period set by CVM Instruction 361 and the authorization to carry out the special auction during the trading session of BM&FBOVESPA.

In compliance with the Regulations of Level 2 of Corporate Governance of BM&FBOVESPA, consummation of the PTO is also subject to the confirmation that the Purchase Price is within or higher than the fair price range of the common and preferred shares issued by the Company, determined by a valuation report of its economic value prepared by a specialized firm or company selected by the holders of Outstanding Shares.

The PTO will be subject to certain conditions for consummation established by the Board of Directors of the Company ("PTO Conditions"), including:

1. prior receipt of irrevocable commitments from shareholders representing, cumulatively, (a) eighty-eight percent (88%) of the Outstanding Shares; and (b) thirty-nine percent (39%) of the Company's capital, to expressly agree with the cancelation of registration and remain as shareholders of the Bank after such cancelation. In this regard, the shareholder Warburg Pincus, currently owner of forty- two point nine percent (42.9%) of the Outstanding Shares and of nineteen percent (19.0%) of the Company's capital, has already undertaken to remain as shareholder of the Bank after the cancelation of registration; and

   
   

2. the use of no more than ten million Brazilian Reais (R$10,000,000.00) of the Company's own funds to carry out the PTO.

If the PTO Conditions are not met, the PTO may not be carried out by the Company, at the sole discretion of the Board of Directors, in accordance with the rules to be described in the Notice of the PTO.

The Board of Directors believes the PTO and the consequent Cancelation of

Registration of the Company will benefit both the Company and its shareholders, and the purpose of the Terms of the PTO is to ensure that the operation is aligned with the best interests of the Company and does not in any way affect its capital structure or the objective constantly pursued by its management, which is to consolidate the Company as a highly capitalized investment, commercial, brokerage and wealth management bank.

In the Board's view, the Cancellation of Registration is a business decision that is consistent with the reality of the Company as it currently does not envision the need to access the capital markets to finance its activities and that the costs incurred to maintain the Company's registration as a publicly held company do not justify the reduced liquidity of its stock.

In this sense, the PTO is an important opportunity to provide liquidity to the holders of common and preferred shares issued by the Company, which have historically had low liquidity in the stock market. The trading volume on the stock exchange in recent years is not considered significant. The average daily financial trading volume on the Company's common stock in the last thirty (30) and sixty (60) days prior to this date was zero (R$0.00) and four Brazilian Reais and fifty cents (R$4.50), respectively. Its preferred stock, more liquid than the common stock, registered an average daily financial trading volume of seven thousand two hundred thirty-eight Brazilian Reais and seventy six cents (R$7,238.76) in the last thirty (30) days and sixteen thousand three hundred eighty-nine Brazilian Reais (R$16,389.00) in the last sixty (60) days.

Thus, the PTO will provide the shareholders of the Company with an opportunity to sell their shares based on the issue price established in the Capital Increase approved in August 2015, regardless of the recent uncertainties and macroeconomic challenges in Brazil's economic and financial scenario, which have strongly affected the capital markets and the market value of the Company and of the entire bank sector in Brazil.

Furthermore, the Board of Directors of the Company does not expect any significant changes in the Company's economic and financial performance as a result of the PTO and consequent Cancelation of Registration.

Banco Fator S.A. was engaged to intermediate the PTO, along with Fator Corretora de Valores S.A.

In the next few days, the Company will convene an Extraordinary Shareholders Meeting to consider and vote on (a) the proposal to launch the PTO and its conditions; (b) the Cancelation of Registration of the Company and consequent Delisting from Level 2; (c) the Delisting from Level 2; and (d) the repurchase of shares by the Company, to be later canceled or held in treasury, within the scope of the PTO for Cancelation of Registration.

The Board of Directors also decided to set up an independent ad hoc committee, composed of the independent directors, Alain Juan Pablo Belda Fernandez, Alfredo de Goeye Junior and Walter Iório, to evaluate the proposals and recommend the list of three specialist firms or companies to prepare the valuation report determining its economic value to be proposed to the Board of Directors and the Extraordinary Shareholders Meeting of the Company to be convened for this purpose.

The full content of discussions and considerations that supported the Board of Directors' decision to propose the PTO, as well as the establishment and details of its conditions, are available in Appendix I to the Minutes of the Meeting of the Board of Directors of the Company held on this date, which is available at the Investor Relations Department at the Company's headquarters, its investor relations website (www.bip.b.br/ri), and on the websites of the CVM (www.cvm.gov.br) and BM&FBOVESPA (www.bmfbovespa.com.br).

The Company will keep the market and its shareholders informed of any development regarding the matter that is the subject of this material fact notice.

This material fact notice is solely for informational purposes and does not represent an offer to acquire securities.

São Paulo, 10th March 2016.

Jair da Costa Balma

Investor Relations Officer