INTERNATIONAL MEAL COMPANY HOLDINGS S.A.

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

MATERIAL FACT INTERNATIONAL MEAL COMPANY HOLDINGS S.A. (BM&FBovespa: IMCH3), pursuant to article 157, paragraph 4 of Law 6404, of December 15, 1976 and Instruction 358 of the Brazilian Securities and Exchange Commission ("CVM"), of January 3, 2002, hereby informs its shareholders and the market in general that the Company's Board of Directors, in a meeting held on November 11, 2014, approved, under the terms of CVM Instruction 10, of February 14,

1980 ("CVM Instruction 10"), the buyback of common shares issued by the Company, under
the following conditions:
1. Purpose: The purpose of the buyback is to invest the Company's available funds, subject to the limit of the reserve balance on September 30, 2014, in order to maximize value creation for its shareholders. The shares to be acquired through the buyback may be held in treasury, cancelled and/or subsequently sold, or may be used for the possible exercise of options under the Company's current Stock Option Plan, and/or any possible future plan by the Company to grant stock options.
2. Number of shares to be acquired: The acquisition will respect a limit of four million, seven hundred and eighteen thousand and nine hundred seventeen (4,718,917) registered common shares, with no par value, issued by the Company, which, added to the three hundred and thirty-seven thousand and two hundred fifty-seven (337,257) registered common shares, with no par value already held in treasury by the Company, represents the total amount of five million, fifty-six hundred and one hundred seventy-four (5,056,174) shares, equivalent to ten percent (10%) of the outstanding shares issued by the Company.
3. Funds to be used: The acquisitions will be supported by the overall amount of profit reserves and available capital, excluding the reserves referred to in article 7 of CVM Instruction
10.
4. Deadline for the transaction: The deadline for the completion of the transaction is up to three hundred and sixty-five (365) days from the present date. As such, the transactions may be carried out during the period between November 12, 2014 and November 11, 2015.
purchase of the shares will be carried out on the BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange of São Paulo, at market price.
5. Outstanding shares: Fifty million, five hundred and sixty one thousand, seven hundred and forty-five (50,561,745) common shares, based on the record of the deposit account for shares reported by the trustee bank on November 10, 2014. On this date, the Company holds three hundred and thirty-seven thousand and fifty-seven (337,057) registered common shares, with no par value held in treasury.
6. Intermediary Financial Institutions: (i) BTG Pactual Corretora de Mercadorias Ltda., headquartered at Avenida Brigadeiro Faria Lima, 3.729, 10º andar, São Paulo - SP, registered under corporate taxpayers' ID (CNPJ/MF) 04.767.456/0001-32; (ii) Credit Suisse (Brasil) S.A. - Corretora de Títulos e Valores Mobiliários, headquartered at Rua Leopoldo Couto de Magalhães Jr., 700, 10º Andar (parte) e 12º a 14º Andares, São Paulo - SP, registered under corporate taxpayers' ID (CNPJ/MF) 42.584.318/0001-07; and (iii) Santander Corretora de Câmbio e Valores Mobiliários S.A., headquartered at Av. Presidente Juscelino Kubitschek, nº
2.235, 24º Andar, São Paulo - SP, registered under corporate taxpayers' ID (CNPJ/MF)
51.014.223/0001-49.
São Paulo, November 11, 2014.

INTERNATIONAL MEAL COMPANY HOLDINGS S.A.

Julio Cesar Millan
Chief Financial and Investor Relations Officer

For further information, please contact the Investor Relations Department:

Phone: +55 (11) 3041-9653 E-mail: mailto:ri@internationalmealcompany.comri@internationalmealcompany.com Website: http://www.internationalmealcompany.com/riwww.internationalmealcompany.com/ri
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