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MATERIAL FACT

São Paulo, September 22, 2014 - São Martinho S.A. ("São Martinho", "Company" or "Acquiring Company") hereby announces to the public, in accordance with and for the purpose of CVM Instructions 319/99 and 358/02, as amended, the following:

1. CURRENT STATUS AND PROPOSAL FOR MERGER

1.1. On September 22, 2014, the Board of Directors of São Martinho approved the submission to shareholders at the Extraordinary Shareholders‘ Meeting to be held on October 31, 2014, the proposal for corporate reorganization, which consists of the merger into São Martinho, of Santa Cruz S.A. Açúcar e Álcool ("Santa Cruz" or "Acquired Company"), a closely held company inscribed in the corporate taxpayers registry (CNPJ/MF) under no. 43.948.488/0001-96 ("Merger"). São Martinho is the rightful holder of equity interest corresponding to 92.1480% of the total capital stock of Santa Cruz and is, therefore, its direct controlling shareholder.

1.2. Santa Cruz owns facilities and the respective tangible and intangible assets, rights and assets, equity holdings, properties, trademarks and patents, primarily aimed at processing sugarcane, production and sale of sugar and ethanol and their byproducts, cogeneration of electricity, and agricultural activities in general, in own or third parties land.

1.3. The Merger is justified since the combination of the assets of Santa Cruz with the assets of São Martinho under a single legal entity will enable a more efficient structuring and utilization of their assets and operations by concentrating in São Martinho all the activities carried out by Santa Cruz. This procedure will enable the unification of the managements and activities of both companies, thereby increasing efficiency and synergies, while rationalizing administrative and financial costs. It will also strengthen the competitive positioning of the Company, reducing risks for its shareholders and enabling the creation of value in the long term.

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