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CETIP S.A. - MERCADOS ORGANIZADOS Corporate Taxpayer (CNPJ/MF) No. 09.358.105/0001-91 Company Registry (NIRE) No. 33.300.285.601 Publicly-Held Company


MATERIAL FACT


Rio de Janeiro, December 3rd, 2015 - Cetip S.A. Mercados Organizados ('Cetip' or 'Company') (BM&FBOVESPA: CTIP3) informs its shareholders and the general public that its Board of Directors, after the analysis, performed together with its financial and legal advisors, of the non- binding proposal sent on November 13th, 2015 by BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ('BM&FBOVESPA' and 'Non-Binding Proposal', respectively), expressed its understanding that the value of R$39.00 per share of Cetip indicated in the referenced Non- Binding Proposal does not represent the fair value of the Company and undervalues its business, assets, market position and growth and profitability perspectives.


In this sense, the Chairman of the Board of Directors of the Company has sent to the Board of Directors of BM&FBOVESPA a response letter informing such understanding.


Willy Jordan

CFO and Investor Relations Officer

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