Sao martinho - Investor Relations Mobile


Material Fact

Share Buyback Program

São Paulo, November 27, 2017 - São Martinho S.A., in compliance with CVM Instructions 358/02 and 567/15, hereby announces to its shareholders and the market that the Board of Directors, in a meeting held on this date, approved:

The early closure (as from November 27, 2017) of the 4th Share Buyback Program approved at the Board of Directors meeting held on December 12, 2016.

The opening of the 5th Share Buyback Program of the Company ("Share Buyback Program"), with the following conditions:

a. Objective of the Share Buyback Program: Efficient use of the funds available in order to maximize the company’s capital allocation and the value created for shareholders, and meet its obligations under the long-term incentive plan for its executives;

b. Number of shares to be acquired: Up to eight million (8,000,000) shares;

c. Number of outstanding shares: one hundred fifty-three million, four hundred eighty-three thousand, one hundred seventy-one (153,483,171) outstanding shares, all registered and without par value;

d. Number of shares in treasury: five million, four hundred thirty-one thousand, five hundred seventeen (5,431,517) common shares;

e. Maximum term: Up to eighteen (18) months from the date of approval of the 5th Share buyback Program, thus ending on May 27, 2019, at the price of the shares on the day of the transactions;

f. Funds to be used: Profit Reserves (except the Legal Reserve) and Capital Reserves. In accordance with the Company’s most recent financial information, on September 30, 2017 the Company had funds of approximately two hundred sixty million, four hundred fifty-one thousand reais (R$260,451,000.00).

g. Brokerage: BTG Pactual Corretora de Título e Valores Mobiliários S.A., Corporate Taxpayer ID. (CNPJ/MF) 43.815.158/0001-22, with registered office at Av. Brigadeiro Faria Lima, 3.477 - 14° andar, in the city of São Paulo, and/or Itaú Corretora de Valores S.A, Corporate Taxpayer ID. (CNPJ) 61.194.353/0001-64, with registered office at Av. Brigadeiro Faria Lima, 3.500, 3° andar, Itaim Bibi, in the city and state of São Paulo.


Felipe Vicchiato
Chief Financial and Investor Relations Officer

Aline Reigada
Investor Relations Manager

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