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SARAIVA S/A LIVREIROS EDITORES

Publicly-held company

Corporate Taxpayer‘s ID (CNPJ) 60.500.139/0001-26

MATERIAL FACT

SARAIVA S/A LIVREIROS EDITORES ("Company" or "Saraiva"), pursuant to Article 157, paragraph 4 of Law 6404/76 and CVM Instruction 358/02, hereby informs its shareholders, investors and the market in general that, in order to encourage the expansion, success and achievement of the Company’s corporate objectives and the interests of its shareholders, the Committee of the Saraiva Stock Option Plan ("Plan") approved, at a meeting on July 16, 2014, the conditions and beneficiaries of the 7th Program of this Plan, ratifying purchase options on 882,000 preferred book-entry shares, representing 3.1% of the Company’s capital stock, whose exercise and transfer restriction periods are shown below:

Option Exercise Periods No. of Preferred Shares Transfer Restriction Period
05/11/2015 to 09/11/2015 176,400 Until 05/31/2017
05/09/2016 to 09/09/2016 176,400 Until 05/31/2018
05/08/2017 to 09/06/2018 176,400 Until 05/31/2019
05/07/2018 to 09/06/2018 176,400 Until 05/31/2020
05/13/2019 to 09/13/2019 176,400 Until 05/31/2021
TOTAL 882,000

The objective of the 7th Program is to align the interests of beneficiaries, shareholders and investors and will involve 33 managers and employees of the Company and its subsidiary Saraiva e Siciliano S.A..

The fixed price of each share is twenty-one reais (R$21.00), to be restated by the variation in the IPCA consumer price index between July 2014 and the last day of the month prior to the exercise date, less dividends and/or interest on equity distributed between the option granting date and the effective exercise date..

The options will be exercised through the issue of new shares and/or the transfer of shares held in treasury, a decision that will be taken opportunely by the Company.

To access the PDF version, click here.

São Paulo, July 17, 2014.

JOÃO LUÍS RAMOS HOPP
Chief Financial and Investor Relations Officer

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