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Material Fact

Conclusion of the merger of Nova Fronteira Bioenergia S.A.

São Paulo, February 23, 2017 - São Martinho S.A. (BM&FBovespa: SMTO3; Reuters: SMTO3 SA and Bloomberg: SMTO3 BZ) ("São Martinho" or "Company"), one of Brazil‘s largest sugar and ethanol producers, complementing the Material Fact notices disclosed on December 15, 2016 and January 30, 2017, hereby announces to its shareholders and the market that the Shareholders Meeting of the Company held on this date approved the merger ("Merger") of Nova Fronteira Bioenergia S.A. ("NFB").

As a result of the Merger, NFB was dissolved and the capital stock of the Company was increased with the issue of 24,023,708 new registered, book-entry common shares without par value, equivalent to 6.60% of the voting and total capital of the Company, which were attributed to the shareholders of NFB (exception made to the Company), with 24,000,000 shares attributed to Petrobras Biocombustível S.A. ("PBIO").

The Company‘s shares attributed to PBIO are not subject to any type of lock-up and shall be sold in an organized manner, with the Company‘s collaboration for up to four (4) years.

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Cordially,

Felipe Vicchiato
Chief Financial and Investor Relations Officer