CETIP S

CETIP S.A. – MERCADOS ORGANIZADOS
Corporate Taxpayer (CNPJ/MF) No. 09.358.105/0001-91
Company Registry (NIRE) No. 33.300.285.601
Publicly-Held Company
MATERIAL FACT
Approval of Share Buyback Program
Rio de Janeiro, March 5th, 2015 - A Cetip S.A. – Mercados Organizados (“Cetip” or
“Company”) (BM&FBOVESPA: CTIP3), Latin America’s largest depositary of private fixed
income securities, Brazil’s largest private asset clearinghouse and the leading company in
providing electronic solutions for the delivery of information required for the registration of
contracts and financial restrictions by transit bodies, informs to its shareholders and the market
in general that, at the Board of Directors’ Meeting (“BDM”) held on March 4th, 2015, it was
approved the Company’s stock buyback program, as follows:
Purpose of the program – To maximize shareholders value creation through efficient capital
structure management;
Maximum number of shares to be acquired – Up to 5,400,000 (five million and 4 hundred
thousand) Company-issued common shares, which corresponds to 2.13% of the total
outstanding shares. According to the definition established in Article 3, III of CVM Instruction no.
361/03 and Article 4-A, paragraph 2 of Law no. 6,404/76, as amended, the Company has
253,376,733 (two hundred fifty-three million, three hundred and seventy-six thousand, seven
hundred and thirty-three) outstanding common shares with no face value.
Deadline for carrying out the operations – Up to 365 (three hundred sixty-five) days counting
from March 4th, 2015, ending on March 3rd, 2016;
Acquisition criteria - The shares will be acquired at market prices via trading on the
BM&FBOVESPA at the Company’s convenience in function of the share price; and
Intermediary institutions - (i) Bradesco S.A. CTVM, located at Avenida Paulista, 1450, 7th
floor, Bela Vista, city and state of São Paulo, zip code 01310-917; (ii) BTG Pactual Corretora de
Títulos e Valores Mobiliários S.A., located at Avenida Brigadeiro Faria Lima, 3477, 14th
floor/partial, Itaim Bibi, city and state of São Paulo, zip code 04538-133; (iii) Credit Suisse
(Brasil) S.A. CTVM, located at Rua Leopoldo Couto Magalhaes Jr., 700, 10, 12 to 14th floors,
Itaim Bibi, city and state of, zip code 04542-000; (iv) Itaú Corretora de Valores S.A., located at
Avenida Brigadeiro Faria Lima, 3500, 3 floor, parte, Itaim Bibi, city and state of São Paulo, zip
code 04538-132; (v) J.P. Morgan CCVM S.A., located at Avenida Brigadeiro Faria Lima, 3729,
13th floor, partial, Itaim Bibi, city and state of São Paulo, zip code 04538-132; (vi) Santander
Corretora de Câmbio e Valores Mobiliários S.A., located at Avenida Presidente Juscelino
Kubitschek, 2041 e 2235, 24th floor, Itaim Bibi, city and state of São Paulo, zip code 04543-011;
and (vii) XP Investimentos CCTVM S.A., located at Avenida das Américas, 3434, tower 7, 2nd
floor, Barra da Tijuca, city and state of, Rio de Janeiro, zip code 22631-003.
The Company’s Board of Executive Officers will establish the time and the number of shares to
be acquired, observing the limits and term established in the program.
Shares acquired in the stock buyback program may be cancelled, kept in treasury or sold,
including meeting the exercise of options granted as part of the Company's stock option plans.
Willy Otto Jordan Neto
Investor Relations Executive Officer