INTERNATIONAL MEAL COMPANY HOLDINGS S.A.

Corporate Taxpayer's ID (CNPJ/MF) 08.936.792/0001-12
Company Registry (NIRE) 35.300.343.531
Authorized-capital publicly-held company

MATERIAL FACT INTERNATIONAL MEAL COMPANY HOLDINGS S.A. (BM&FBovespa: IMCH3) ("Company"), in compliance with the provisions set forth in Article 157, paragraph 4, of Law 6,404, of December

15, 1976, in Rule 358, issued by the Securities and Exchange Commission of Brazil ("CVM"), of
January 3, 2002 ("CVM Rule 358"), and in the BM&FBOVESPA S.A./Official Letter GAE 1942-
13 ("Letter"), hereby informs its shareholders and the general market that:
On this date, the Valor Econômico newspaper published an article entitled "Raízen and IMC prepare joint venture," stating that the Company and Raízen "are in advanced negotiations to establish a company to operate convenience stores in service stations".
Due to the publication of said article, BM&FBOVESPA S.A. - Securities, Commodities and Futures
Exchange sent to the Company the Letter, whose content is fully copied at the end hereof.
In view of that, we confirm that the Company has initiated non-binding preliminary talks about possible business models which may eventually result in a partnership with Raízen Combustíveis S.A. ("Raízen") in the food sector ("Partnership").
By reason of the initial and non-binding nature of these talks, such information was being kept confidential to protect the legitimate interests of the Company, as permitted by CVM Rule 358.
The Company, in line with its commitment to transparency, as well as with its Material Act or Fact Disclosure and Confidentiality Policy, will maintain the market promptly and duly informed if and when a binding agreement is formalized between the parties regarding the Partnership.
São Paulo, May 3, 2013.

INTERNATIONAL MEAL COMPANY HOLDINGS S.A.

Julio Cesar Millán
Chief Financial and Investor Relations Officer
For more information, please contact our Investor Relations department:

Phone: +55 (11) 3041-9653 Email: ri@internationalmealcompany.com Website: www.internationalmealcompany.com/ir

"Official Letter GAE 1942-13

May 2, 2013

International Meal Company Holdings S.A. Investor Relations Department

Mr. Julio Cesar Millán

Dear Sirs,

We hereby request clarification, to be provided by May 3, 2013, on the content of the article published in the Valor Econômico newspaper on May 2, 2012 entitled "Raízen and IMC prepare joint venture," as well as other information deemed relevant.

This request falls under the scope of the Cooperation Agreement signed by CVM and BM&FBOVESPA on December 13, 2011. Noncompliance with this Agreement may subject the Company to the imposition of a fine by CVM's Company Relations Superintendence, pursuant to CVM Rule 452/07.

Sincerely,

Nelson Barroso Ortega

Issuer Oversight Department

BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange

Copy to CVM - Securities and Exchange Commission of Brazil

Mr. Fernando Soares Vieira - Company Relations Superintendent

Mr. Waldir de Jesus Nobre - Market and Intermediaries Relations Superintendent"

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