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MATERIAL FACT
Share Buyback Program

São Paulo, December 12, 2011 - São Martinho S.A. (Bovespa: SMTO3; Reuters: SMTO3 SA and Bloomberg: SMTO3 BZ) (“Company” or “São Martinho”), one of the largest producers of sugar and ethanol in Brazil, in compliance with the provisions in CVM Rule no. 358/2002, announces to its shareholders and the market in general that, pursuant to CVM Rule no. 10/80, the Company’s Board of Directors has announced on this date the creation of the 2nd Share Buyback Program (“2nd Share Buyback Program”), to be held in treasury and subsequently sold or canceled, without reducing the capital stock, by debiting the available capital reserve accounts.

The number of shares to be acquired in association with the 2nd Share Buyback Program shall not exceed 1,000,000 common shares, which will be acquired on the BM&FBovespa - Bolsa de Valores de São Paulo S.A., and the acquisition price of shares must not be higher than their respective price on the Stock Exchange.

The Share Buyback Program expires in 6 months as of the present date, on June 12, 2012.

The shares underlying the 2nd Share Buyback Program will be handled by the following brokerage institutions: BTG Pactual Corretora de Títulos e Valores Mobiliários S.A., inscribed in the roll of corporate taxpayers (CNPJ/MF) under no. 48.815.158/0001-22, Itaú Corretora de Valores S/A, inscribed in the roll of corporate taxpayers (CNPJ/MF) under no. 33.311.713/0001/25 and XP Investimentos CCTVM S.A., inscribed in the roll of corporate taxpayers (CNPJ/MF) under no. 02.332.886/0001-04.

To see the PDF version of the Material Fact, click here.

Cordially,

João Carvalho do Val
Chief Financial and Investor Relations Officer

Felipe Vicchiato
Financial and Investor Relations Manager

Telephone: +55 (11) 2105-4100
E-mail: ri@saomartinho.ind.br
IR Website: www.saomartinho.ind.br/ir