Download Material Fact - Approval of the Extraordinary General Meeting

Unidas S.A.
Publicly-held Company
NIRE No. 35.300.186.281
CNPJ No. 04.437.534/0001-30
Rua Cincinato Braga No. 388, Bela Vista
CEP 01333-010 - São Paulo – State of São Paulo
MATERIAL FACT
Unidas S.A. (“Company”), in compliance with Brazilian Securities and Exchange Commission (“CVM”)
Instruction No. 358, dated January 3, 2002, as amended, communicates to the market in general that
its shareholders, in a special meeting held on this date, approved as follows:
a.
a tender offer for the primary and secondary distribution of common shares issued by the
Company (“Shares”), to be performed by the Company and certain shareholders ("Selling
Shareholders") in Brazil, in non-organized over-the-counter market, according to Brazilian
Securities and Exchange Commission (“CVM”) Instruction No. 400, dated December 29, 2003,
as amended (“CVM Instruction No. 400”), and with efforts for the placement of Shares abroad
(“Offer”), according to following characteristics:

The Shares to be issued by the Company in the scope of the primary part of the Offer
will be issued due to the increase of capital to be performed within the limit of its
authorized capital, according to the terms of Article 6 of Company’s Bylaws, excluded
the preemptive right of their current shareholders, according to the terms of Article 172,
item I of Law No. 6,404, dated December 15, 1976, as amended (“Corporation Law”)
and Paragraph 2 of Article 6 of Company’s Bylaws.

According to Article 24 of CVM Instruction No. 400, the number of Shares initially
offered (not including the Additional Shares) may be increased in up to 15%, in same
conditions and price as those of the initially offered Shares (“Supplementary Shares”),
according to the option to be granted to the intermediate institution that will be acting
as stabilizing agent within the scope of the Offer, in order to comply with any eventual
excess of demand that may be verified during the Offer.

According to Article 14, Paragraph 2 of CVM Instruction No. 400, the number of Shares
to be initially offered (not including the Additional Shares) may increase in up to 20%,
in same conditions and price as those of the initially offered Shares (“Additional
Shares”).

Within the context of the Offer, the price per Share (“Price per Share”) shall be
determined after the conclusion of the procedure for the collection of investment
intentions, to be performed by the Offer Coordinators, according to provisions set forth
in Article 23, Paragraph 1, and Article 44 of CVM Instruction nº 400 (“Bookbuilding
Procedure”). The selection of the criterion for determining the Price per Share is
justified, as the market price of Shares to be subscribed or acquired, as the case may
be, shall be calculated with the Bookbuilding Procedure, which reflects the value for
which the investors will present their firm orders of subscription or acquisition of
Shares, as the case may be, and therefore it will not promote unjustified dilution of
current shareholders of the Company, according to the terms of Article 170, Paragraph
1, item III of the Corporation Law.
b.
the adhesion by the Company and admission to trading of common shares issued by the
Company in the New Market, special segment of the stock market of BM&FBOVESPA S.A. –
Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA” and “New Market", respectively).
This notice is merely informative, and does not constitute an offer, invitation or request of offer for the
subscription or purchase of securities, including Shares, in Brazil or in any other jurisdiction and,
therefore, shall not be used as basis for any investment decision. In due course, it will be submitted to
the appreciation of (i) CVM a request of registration of Offer and (ii) BM&FBOVESPA a request of
adhesion by the Company and admission to trading of common shares issued by the Company in the
New Market, as well as a notice shall be published to the market in reference to the Offer and
containing information about (ii.i) other characteristics of the Offer, (ii.ii) the places for obtaining the
preliminary prospectus of Offer, (ii.iii) the estimated dates and places for the disclosure of the Offer;
and (ii.iv) conditions, procedure and period of reserve and period of Bookbuilding Procedure.
São Paulo, July 22, 2013.
_______________________________________
Gisomar Francisco de Bittencourt Marinho
Chief Financial and Investor Relations Officer