dc5eecbe-03f0-4773-b586-7e3bb846d1d6.pdf





INTERNATIONAL MEAL COMPANY ALIMENTAÇÃO S.A.

CNPJ/MF no. 17.314.329/0001-20 NIRE 31.300.109.631

Publicly-Held Corporation


NOTICE TO THE MARKET - PUBLIC PROXY SOLICITATION


The management of INTERNATIONAL MEAL COMPANY ALIMENTAÇÃO S.A.

('Company') (BM&FBOVESPA: MEAL3) informs its Shareholders and the market that will publish a proxy solicitation, under articles 22 et seq. of Instruction no. 481/09 issued by the Brazilian Securities Commission [Comissão de Valores Mobiliários - CVM], for voting in the Company's Special Shareholders' Meeting to be held on November 27, 2015 at 1 PM, on first call.

The Company's management request proxy appointments for its Shareholders to ensure their participation in such Meeting. The Shareholders may vote for, against or abstain from voting on the matters of the Notice of Meeting published on November 12, 2015.

According to the Notice of Meeting, the following matters will be resolved:

  1. Change in the address of the Company's principal place of business, from the city of Confins, State of Minas Gerais, to the city of São Paulo, State of São Paulo, under article 17, item 'b,' of the Company's Articles of Incorporation; and

  2. Increase in the Company's capital, as detailed in the Proposal of the Company's Management for the Special Shareholders' Meeting.


Pursuant to article 23 of CVM Instruction 481/09, the information indicated in Exhibit 23 to such Instruction is detailed in Exhibit I to this Notice to the Market. Exhibit II contains instructions on the intended proxy appointment, as well as a model with the complete identification of the proxies appointed by International Meal Company Alimentação S.A., as established in article 24 of CVM Instruction 481/09.


Copies of the documents to be discussed at the Meeting, including those required by CVM Instruction 481/2009, are available for the Shareholders at the Company's principal place of business, on its Investors Relations website (www.ri.internationalmealcompany.com), and on the websites of CVM and BM&FBOVESPA.


Sincerely,


José Agote Investors Relations Officer

Exhibit I Exhibit 23 to CVM Instruction no. 481, of December 17, 2009


PROXY SOLICITATION FOR THE SPECIAL SHAREHOLDERS' MEETING TO BE HELD ON NOVEMBER 27, 2015


  1. Inform the Company name

    INTERNATIONAL MEAL COMPANY ALIMENTAÇÃO S.A. ('Company')


  2. Inform the matters in connection with the proxy solicitation

    The proxy appointments will be solicited for voting on the matters of the agenda included in the Notice of Special Shareholders' Meeting, published on November 12, 2015, which are: (I) Change in the address of the Company's principal place of business, from the city of Confins, State of Minas Gerais, to the city of São Paulo, State of São Paulo, under article 17, item 'b,' of the Company's Articles of Incorporation; and (ii) Increase in the Company's capital, as detailed in the Proposal of the Company's Management for the Special Shareholders' Meeting.


  3. Identify the natural persons or legal entities that organized or funded the proxy solicitation, even if partially, by informing:


    1. Name and address

      The Company's management


    2. Since when such person/entity is a shareholder

      Not applicable


    3. Number and percentage of shares, their type and class

      Not applicable


    4. Number of shares borrowed

      Not applicable


    5. Total exposure in derivatives benchmarked to company shares

      Not applicable

    6. Relations of corporate or family nature existing or maintained over the last three years with the company or with parties related to the company, as established by the accounting rules on this matter

      Not applicable


    7. Inform whether any of the persons/entities mentioned in item 3, as well as any of their controlling companies, controlled companies, companies under common control or affiliated companies, has any specific interest in the approval of the matters for which the proxy appointment is being solicited, describing in detail the nature and extent of such interest

      Not applicable


    8. Inform the estimated cost of the proxy solicitation

      The Company states that the estimated cost of this public proxy solicitation is one thousand, five hundred reais (R$ 1,500.00), related to its publication in the news portal of the Company's choice.


    9. Inform whether (a) the company funded the proxy solicitation or (b) the parties that bear the costs of the proxy solicitation will be reimbursed by the company

      The public proxy solicitation referred to in this notice is organized and funded by the Company's management.


    10. Inform:


      1. The address to which the proxy appointment should be sent after it is signed; or


      2. The proxy appointments should be sent to the attention of the Office of the General Counsel, located at Rua Alexandre Dumas, 1711, 2º andar, Chácara Santo Antônio, São Paulo, SP, CEP 04717-004, until November 25, 2015.

        If the shareholder is a legal entity, the appointment must be accompanied by a copy of the respective articles of incorporation/organization and other documents proving the powers of the signatories.

        If the shareholder is a natural person, the appointment must be accompanied by a copy of the respective personal documents.

        If the shareholder is an investment fund, the appointment must be accompanied by a copy of the latest consolidated statute of the fund and the articles of incorporation/organization of its administrator or manager, with

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