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MATERIAL FACT
Further Information on Corporate Reorganization Announcement

São Paulo, November 12, 2010 - São Martinho S.A. (Bovespa: SMTO3; Reuters: SMTO3 SA and Bloomberg: SMTO3 BZ) (“Company” or “São Martinho”), in accordance with Rule 319/99 issued by the Securities and Exchange Commission of Brazil (CVM), announces to shareholders and the general market the following.

1. In accordance with the Material Fact published on November 12, 2010, the Board of Directors approved, on November 10, 2010, the partial spin-off of Usina São Martinho S.A., the Company’s wholly owned subsidiary, with the subsequent transfer of the spun-off assets to São Martinho, which will be submitted for examination to the Extraordinary Shareholders’ Meeting (“ESM”) of São Martinho S.A. and of Usina São Martinho S.A. to be held on December 1, 2010.

2. The partial spin-off will be based on the book value of the net assets spun from Usina São Martinho S.A. on October 31, 2010, in the amount of R$ 363,910,330.58, with the valuation conducted by the specialized valuation firm PricewaterhouseCoopers Auditores Independentes. As a result of the partial spin-off, the capital stock of Usina São Martinho S.A. will be reduced to R$ 184,580,000.00, with no change in the number of shares. Accordingly, the capital stock will be R$ 59,540,000.00 divided into 23,500,000 registered common shares without par value, which will be held in its entirety by São Martinho. Because Usina São Martinho S.A. is a wholly owned subsidiary of the Company, the proposed spin-off will not result in any increase in the capital of São Martinho S.A., since the value of the shares in Usina São Martinho S.A. is already recorded on its balance sheet.

Documents related to this transaction will be available for analysis by the Company’s shareholders as of December 16, 2010, at the address Rua Geraldo Flausino Gomes n° 61 - cj. 132 - Brooklin Novo, CEP 04575-060, in the city and state of São Paulo, during business hours (Monday through Friday from 8:00 a.m. to 6:00 p.m.), upon presentation of a statement containing the shareholder‘s respective position issued within the previous two (2) days. More information is available by calling the Company’s Investor Relations Department at +55 (11) 2105-4140.

In addition, the documents provided for by CVM Rule 481/2009, as well as all of the information required by CVM Rule 319/1999, were presented to the CVM through the Regular and Special Information (IPE) system, in accordance with Article 6 of said rule, and are available to shareholders at the head office of the Company, on the Company‘s investor relations website (www.saomartinho.ind.br/ri) and on the websites of the CVM (www.cvm.gov.br) and the BM&FBovespa S.A. - Securities, Commodities and Futures Exchange (www.bmfbovespa.com.br).

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