Meal : Material Fact - Corporate Reorganization

Corporate Taxpayers' ID (CNPJ/MF): 08.936.792/0001-12
Company Registry (NIRE): 35.300.343.531
Publicly-Held Company

INTERNATIONAL MEAL COMPANY HOLDINGS S.A. (BM&FBovespa: IMCH3) ("Company" or
"IMC Holdings"), pursuant to Article 157, paragraph 4 of Law 6,404, of December 15, 1976
("Brazilian Corporation Law") and Rule 358 issued by the Brazilian Securities and Exchange Commission ("CVM") on January 3, 2002 ("CVM Rule 358"), hereby informs its shareholders and the market in general that the Company's Board of Directors, in a meeting held on September 30, 2014, approved the corporate restructuring proposal involving the Company and companies controlled by it ("Restructuring"), which will be submitted for approval at IMC
Holdings' Extraordinary Shareholders' Meeting ("AGE") to be appropriately summoned.
1. Summary of the Restructuring. The Restructuring comprises:
(i) the partial spin-off of RA Catering Ltda. ("RA Catering"), a Company wholly-owned subsidiary ("Spin-off");
(ii) the merging of the spun-off assets of RA Catering into Pimenta Verde Alimentos Ltda.
("Pimenta Verde"), also a Company wholly-owned subsidiary; and subsequently
(ii) the merger of IMC Holdings into the remaining portion of RA Catering, which shall be registered with CVM and listed in the Novo Mercado special listing segment of BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange, under the terms and conditions
provided for in the applicable laws ("Merger").
2. Objectives. IMC Holdings clarifies that the Restructuring aims at streamlining IMC Group's ownership structure and improve the efficiency of its operations, also from the corporate and tax viewpoint, without changing the rights or interests held by IMC Holdings' shareholders in IMC Group.
Currently, RA Catering is a closely-held company that is a holding of other companies of IMC Group and also carries out operating activities in the restaurant, bar, snack bar, rotisserie, cigar shops, fast food, coffee shop, and similar segments, handling and industrialization of food, pastry and bakery-related products, exploration of franchises, as well as the supply of food and
beverages on board of aircraft, among others. With the Spin-Off, RA Catering shall remain as holding company and will continue developing the aforementioned activities.
3. Ownership Structure. Immediately prior to Restructuring, the ownership structure of
IMC Group's entities involved in the corporate restructuring will be the following1:

After Restructuring, IMC Group's ownership structure will be as follows:

1 The IMC Group's complete ownership structure is available in item 8.2 of the Company's Reference

Form.

(i) Spin-Off. RA Catering will be partially spun-off and the spun-off assets, comprised of assets and liabilities related to certain restaurants located at the Guarulhos Airport, shall be merged into Pimenta Verde.
(ii) Merger. Immediately after the Spin-Off, IMC Holdings will be merged into RA Catering, already transformed in a corporation, IMC Holdings will be extinguished and RA Catering will be the successor of all its rights and obligations. Because of the Merger, RA Catering's capital stock will increase and IMC Holdings' shareholders will receive shares issued by RA Catering in replacement of mergee shares. RA Catering's name will change to International Meal Company S.A.
Considering that, before Merger, IMC Holdings will hold 100% of RA Catering shares, with the Merger, IMC Holdings' shareholder base will simply migrate to RA Catering, so that former shareholders of IMC Holdings then will hold in RA Catering interest and number of shares identical to those previously held in IMC Holdings, without any dilution or alteration in the rights previously held.
Due to the Merger, IMC Holdings' dissenting shareholders are ensured the right of withdrawal by means of refund of the equity value of their shares. Pursuant to Article 137, Paragraph 1 of the Brazilian Corporation Law, the right of withdrawal described herein only may be exercised by dissenting shareholders who, on the date of publication of this material fact, hold shares issued by IMC Holdings.
After the Merger, RA Catering will request its registration as publicly-held company with the CVM and to be listed at the BM&FBOVESPA's Novo Mercado segment ("Registration as Publicly-Held Company and Listing at the Novo Mercado Segment"). RA Catering will be the "mirror" company of current IMC Holdings, including its Bylaws. The difference is besides operating as a holding of other companies of IMC Group, likewise the Company, RA Catering will also directly carry out the operating activities.
Between the date of the Extraordinary Shareholders' Meeting and the approval of Registrationas Publicly-Held Company and Listing at the Novo Mercado, IMC Holdings shares shall remain accepted for trading at BM&FBOVESPA's Novo Mercado segment. Only after the approval of RA Catering's Registration as Publicly-Held Company and Listing at the Novo Mercado, the shares held by IMC Holdings' shareholders on the date of referred registration and listing will be directly traded at the Novo Mercado.
The terms and conditions of the Restructuring, including the Protocol and Justification for the Spin-off and Merger, and applicable valuation reports shall be appropriately prepared, disclosed and submitted for approval of the Company's shareholders at the Extraordinary Shareholders' Meeting, under the applicable laws.
On this date, the Company's Board of Directors authorized its Board of Executive Officers to take all the measures necessary, within the scope of the Restructuring, for the Company to request exemption of preparation of reports at market price referred to by Article 264 of the Brazilian Corporation Law, pursuant to CVM Resolution 559 of November 18, 2008.
São Paulo, September 30, 2014. INTERNATIONAL MEAL COMPANY HOLDINGS S.A. Julio Cesar Millán
Chief Financial and Investor Relations Officer
For additional information, please contact the Investor Relations Department:

Website: www.internationalmealcompany.com/ri

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