OREANDA-NEWS. November 9, 2011. We inform the shareholders of Banco Indusval S.A. ("Company"), complying with legal and statutory requirements that it will promote an onerous private placement, within the authorized capital limit, of warrants of preferred shares ("Warrants") to the shareholders of the Company, pursuant to Article 77 of Law 6404/76 and according to the Meeting of the Board of Directors of November 7, 2011, with the characteristics defined below:

1.         Quantity: 19,779 (nineteen thousand seven hundred and seventy-nine) Warrants of preferred shares issued in a single series.

2.         Number of Shares to be subscribed by Warrants, Warrants Quantity Adjustments: Each warrant will give the holder the right to subscribe one hundred (100) Preferred Shares, considered the hypothesis for adjustment in the number of shares that the Warrant holders are entitled under the conditions set forth in item 2.1 below.

2.1 The Number of Shares shall be adjusted in the case of consolidation of shares, stock splits, issuance of new shares due to the capitalization of profits or reserves or bonus shares of the Company until the date of approval by the Central Bank of Brazil ("Central Bank" ) of the Minutes of the Meeting of the Board of Directors of the Company ("MBDM") that approved the capital increase resulting from the exercise of the Warrants that will result in the issuance of preferred shares ("Preferred Shares"), and the Number of Shares in such cases will be automatically adjusted in accordance with the change or adjustment applicable to the shares then held by its shareholders, so proportionally changing the Number of Shares. The Exercise Price will be reduced if the company issues Preferred Shares at a New Issue Price.

3.         Rights of the Warrants: The Warrants are securities other than the shares

of the Company, giving the holders thereof; under the conditions set forth herein, merely the right to subscribe for preferred shares of capital stock upon payment of the issue price set forth in item 4 below. The ownership of the Warrants, by itself, does not guarantee the holder any right to dividends, interest on capital or other rights, i.e., only from the date of approval by Central Bank of Brazil ("Central Bank") of the MBDM which decides on the capital increase resulting from the exercise of the Warrants and the consequent issuance of preferred shares ("Preferred Shares"), the holder of Preferred Shares shall be able to enjoy the rights of shareholder. The exercise of the Warrants is optional; the Warrants will lose their validity if not exercised.

4.         Subscription Price of the Warrants: BRL  14.39 (fourteen reais and thirty nine cents) for each of the Warrants. The payment of the subscription price of the Warrants shall be made in cash in local currency on the date of execution and delivery of the Warrants' subscription forms ("Subscription Forms") to Itau Unibanco Holding S.A. ("Itau Unibanco"), upon deposit of funds and / or sending of written payment orders concerning the amount of the Warrants' subscription, for the amount calculated by multiplying the number of Warrants subscribed by the price of each Warrant.

5.         Form and Custody: The Warrants will be registered and held in custody at Itau Unibanco.

6.         Preemptive Rights: The preemptive rights for subscription of the Warrants is assured to holders of shares on November 08/2011 ("Record Date"), in accordance with paragraph 1, item "b" of Article 171 of Law 6404 / 76. The shares acquired from November 09/2011 will not be entitled to the preemptive rights for subscription of the Warrants.

6.1       Therefore, except for legally barred, all shareholders of the Company are entitled to subscribe for the Warrants, consistent with applicable law and statutory provisions, item 6.2 below and on the terms herein decided. The deadline for exercising the preemptive rights to purchase the Warrants is 30 days from the date of publication of the Notice to Shareholders.

6.2       The Company's shareholders will be entitled to subscribe 0.00031717 Warrants to each share owned on the Record Date, i.e. the shareholder of 3.152 shares may subscribe one (1) Warrant, with no fractions of Warrants allowed. The fractions of shares will be disregarded for the purpose of exercising the preemptive rights.

7.         Exercise or Assignment of Preemptive Rights: The preemptive rights for Warrant subscription may be exercised by providing proof of identity as a shareholder, signing and submission of the Subscription Forms during the period for exercising the right of preference indicated in item 7.1 below.

7.1.      Holders of shares of the Company may request the broker of their choice to subscribe or fill in the respective Subscription Forms which can be obtained from any branch of Itau Unibanco, financial institution custodian of the shares of the Company within the period beginning on November 9, 2011 and ending on December 09, 2011, inclusively.

7.2.      The holders of shares of the Company who wish to trade their Warrant subscription rights may do so, and the shareholders whose shares are held in custody at Itau Unibanco shall ask that institution for the respective to assignment of rights form, to be issued by Itau Unibanco, or shall give instructions to the broker of their choice for direct trading on the Bovespa, until the 6th (sixth) working day prior to expiration of the period for exercising the preemptive rights.

7.3.      Once the assignment of rights form is issued, in accordance with the previous item, and having the actual sale, the respective statement on the back of the assignment of rights form with the notarized transferor signature will be required.

7.4.      Shareholders should express their interest in the reserve of the unsubscribed portions in the respective Subscription Forms.

8.         Term and Procedure for Exercise: The Warrants may be exercised at any time from the date of purchase until the expiration date shown in item 11 below, at the sole discretion of the owner, except on days when the General Meeting of shareholders of the Company are held, the holders of the Warrants shall express to the Company in writing their intention to exercise the Warrants until the expiration date, containing: (a) name and qualification of the holder of the Warrants, (b) date the request is being sent, and (c) number of Warrants to be exercised (limited to the number of Warrants held by the holder on the date the request is sent to the Company).

8.1. For all legal purposes, the exercise date is the date of receipt by the Company of the request for the exercise.

9.         Exercise Price: The Warrants will give the purchaser the right to subscribe for Preferred Shares, at an issue price equal to the Preferred Share book value as per the last quarterly report available by the time of the exercise of the Warrants. For reference the preferred share book value as of September 30, 2011 was BRL  9.26093.

9.1       The subscription of the shares resulting from the exercise of each Subscription Warrant will occur upon the exercise of the subscription rights and the payment of the shares so subscribed will be in national currency and in cash at the time of subscription, by deposit of funds and / or written payment order to the Company's Account equivalent to the subscription amount.

9.2       Quarterly, and while there are outstanding Subscription Warrants, meetings of the Board of Directors or Special General Meetings will be held to change the Bylaws, to state the new amount of capital in case there has been any exercise of rights in the period.

10.       Maturity: The Warrants will be valid for five (5) years from issuance, or on November 8, 2016.

11.       Rights and Benefits of the Shares derived from the Exercise: The

Preferred Shares to be issued in respect of the exercise of the Warrants will give their holders the same rights and benefits granted to the preferred shares of the Company.

11.1. The Preferred Shares that may be issued in respect of the exercise of the Warrants will have full participation in dividends, interest on capital and any other values that may be declared and / or distributed by the Company from the date of approval of the MBDM by the Central Bank. The Company will release a statement upon the occurrence of such approval by the Central Bank.

12.       The Warrants will be admitted for negotiation in the stock exchange and the Company will issue a Notice to the Market informing the date they are admitted for trading.

13.       Procedures for unsubscribed rights: Upon the end of the preemptive rights exercise period, the Company may promote one or more apportionments of the eventual unsubscribed rights. In eventual apportionments of unsubscribed rights as set forth in this item 13, the shareholders that state their

interest in the reservation of the unsubscribed portion in the subscription form will be informed of the term to subscribe the apportioned unsubscribed rights through the Notice to the Market to be published by the Company.

14.       The Company reiterates that the controlling shareholders, Mr. Manoel Felix Cintra Neto, Luiz Ribeiro Masagao, Carlos Ciampolini, Antonio Geraldo da Rocha, as well as shareholders to them related, in addition to the controlling shareholders of Sertrading SA and WP X Equity Investment Fund will assign their Preemptive rights for the subscription of the Warrants to JPMorgan Chase Bank, National Association, or any of its affiliates in Brazil or abroad, under the terms of the Material Fact dated March 22, 2011.

15.       Documents required for Warrant subscription and assignment of rights

15.1 Individuals: ID card, Taxpayer Registry at the Ministry of Finance (CPF/MF) and proof of address.

15.2.     Corporations: Social Contract or Bylaws and Minutes of the General Meeting that elected directors in office, duly filed with the proper Commercial Registry, and proof of address.

15.3.     In the case of representation by power-of-attorney, the respective public instrument of power-of-attorney must be presented.

16.       Service Locations

Custodian agents of BM&FBOVESPA or any branch of Banco Itau Unibanco S.A.