Aliansce Shopping Centers : Material Fact

CNPJ/MF N. º 06.083.980/0001-03 NIRE 33.3.0028176-2

ALIANSCE SHOPPING CENTERS S.A., a publicly-held company headquartered at Rua Dias Ferreira No. 190, 3rd floor, in the city and state of Rio de Janeiro, inscribed in the corporate roll of taxpayers (CNPJ/MF) under No. 06.082.980/0001-03 ("Company"), pursuant to CVM Instruction 358 of January 3, 2002, as amended, hereby announces that it has received today, from: (i) GGP Brazil III, LLC ("GGPBRIII"), a company duly organized and validly existing under the laws of the State of Delaware, United States of America, headquartered at 110 North Wacker Drive, Chicago, Illinois - United States of America; (ii) Aspiracional LLC ("Aspiracional"), a company managed by Jaguar Real Estate Partners, L.P; and (iii) Canada Pension Plan Investment Board ("CPPIB"), with headquarters at One Queen Street East, Suite 2500, Toronto, ON, Canada, M5C 2W5, the attached letters, with the following information:

1. GGPBRIII and Aspirational made reference to a prior notice, dated August 1st, 2016 (which was object of Notices to the Market by the Company) through which they informed the Company of the celebration of a stock purchase agreement entered into by GGPBRIII and Aspiracional, providing for the sale to Aspiracional of a total of 18,311,928 (eighteen million, three hundred and eleven thousand, nice hundred and twenty-eight) common shares, issued by the Company equivalent to, approximately, 11.3% (eleven point three percent) of the total issued and outstanding share capital of the Company ("Shares"). GGPBRIII informs the Company that conditions precedent provided for in the stock purchase agreement have not been met, because CPPIB exercised its rights of first refusal;

2. Due to the exercise of CPPIB's right of first refusal mentioned above, CPPIB entered into a purchase and sale agreement with Nevada Office Inc. ("Nevada") the sole member of GGPBRIII (being both GGPBRIII and Nevada ultimately and indirectly owned by General Growth Properties, Inc.), for the purchaseby CPPIB of 100% of the interests in GGPBRIII. Given that GGPBRIII owns the Shares, after the conclusion of the transaction, CPPIB will indirectly hold said Shares;

   Ownership Interest	Before		After
   	%	Number of shares	%	Number of shares

   Total

   29.16%

   47,457,000

3. With the consummation of the transaction, CPPIB's direct and indirect participation in the Company will be the following:

   Direct	29.16%	47,457,000	29.16%	47,457,000
   Indirect	-	-	11.30%	18,311,928
   40.46%	65,768,928

4. The Shares that will be held indirectly by CPPIB will not be tied to the Shareholders' Agreement of the Company in force, to which CPPIB is party. Therefore, there will not be any change in the current shared control structure, nor any in the Company's management structure; and

5. The conclusion of the transference of the Shares to CPPIB will only occur after the consummation of certain conditions precedent, including approval by the Brazilian Antitrust Authority - CADE, besides other usual conditions for this type of transaction.

The Company reaffirms its commitment to keep the shareholders and the market in general informed about any developments of this matter, as well as any other matters that are relevant to the market.

Rio de Janeiro, August 10th, 2016.

Eduardo Prado Lopes Filho Investor Relations Director

Telephone: +55 (21) 2176-7272 ri@aliansce.com.br www.aliansce.com.br/ri

August 09, 2016 To:

Aliansce Shopping Centers S.A. Rua Dias Ferreira No. 190,

suite 301 (part), Leblon, Rio de Janeiro - RJ

CEP 22431-050

Brazil

Att.:

Mr. Eduardo Prado Lopes Filho Investor Relations Officer

Tel.: + 55 21 2176-7272

Fax.: +55 21 2176-7229

1. mail: ri@aliansce.com.br

   Ref. : Statement required under Article 12 of CVM Rule No. 358/02 enacted by the Brazilian Securities and Exchange Commission ("CVM"), as amended.

   Dear Sirs,

   Reference is made to GGP Brazil Ill, LLC ("GGPBRIII") prior notice dated August 1", 2016, through which GGPBRIII informed Aliansce Shopping Centers S.A. ("Ali ansce") on the execution of the Stock Purchase Agreement ("Aspi racional SPA") entered into by and among GGPBRIII, its affiliate Luanda Empreendimentos e Participac;:6es S.A. ("Luanda") and Aspiracional, LLC ("Aspiracional"), providing for the purchase and sale to Aspi racional of a total of 18,311,928 (eighteen million, three hundred and eleven thousand, nine hundred and twenty-eight) common shares ("Shares") issued by Aliansce and held by GGPBRIII, representing 11.3% (eleven point three percent) of the corporate capital of Aliansce.

   In respect to the Aspi racional SPA, we hereby inform to Aliansce that the conditions precedent provided for in the Aspiracional SPA have not been met, because Canada Pension Plan Investment Board, a Canadian federal crown corporation, organized and validly existing under the laws of Canada, with head offices at One Queen Street East, suite 2500, Toronto, ON, Canada, M5C 2W5, enrolled with the CNPJ/MF under No. 17.962.858/0001-30 ("CPPIB"), exercised its right of first refusal to acquire the referenced Shares, pursuant to the terms and conditions of the Mutual Termination Agreements and Other Covenants, mentioned in item (v) below. As a result, the transaction provided for in the Aspi racional SPA will no longer take place.

   In connection with the exercise of CPPIB's right of first refusal mentioned above, on the date hereof, Nevada Office, Inc. ("Nevada", the sole member of GGPBRIII, with

   GGP

   both GGPBRIII and Nevada ultimately and indirectly owned by General Growth Properties, Inc.), as Seller, and CPPIB, as Purchaser, entered into a Stock Purchase Agreement ("CPPIB SPA") providing for the purchase and sale by Nevada to CPPIB of the entirety of the interests in GGPBRIII and, therefore, the indirect purchase and sale of the Shares from Nevada to CPPIB. The consummation of the transaction, however,

   is stillsubject to certain conditions precedent provided for thereunder. Please note that, regardless of the consummation of the transaction provided for in the CPPIB SPA, CPPIB is already a direct shareholder of Aliansce and part of its controlling shareholders block.

   In order to meet the requirements set forth in Article 12 of Rule CVM No. 358/02, we hereby request that Aliansce's Investor Relations Officer disclose the following information to CVM, BM&FBOVESPA and to the market, as necessary:

2. GGPBRIII is a company duly organized and validly existing under the laws of the State of Delaware, United States of America, headquartered at 110 North Wacker Drive, Chicago, Illinois, United States of America; Nevada is a company duly organized and validly existing under the laws of the State of Delaware, United States of America, headquartered at 110 North Wacker Drive, Chicago, Illinois, 60606, United States of America;

3. GGPBRIII holds, on the date hereof, a total of 18,311,928 (eighteen million, three hundred and eleven thousand, nine hundred and twenty-eight) common shares issued by Aliansce; Nevada does not hold, on the date hereof, any common shares issued by Aliansce, except for the Shares indirectly held through GGPBRIII; if the transaction provided for under the CCPIB SPA is consummated, notwithstandi ng GGPBRIII will still hold the Shares, Nevada and its ultimate controlling shareholder General Growth Properties Inc. will no longer be indirect shareholders of Aliansce;

4. other than the shares mentioned in item (ii) above, GGPBRIII or Nevada, as applicable, do not hold any other securities or derivatives in connection with or referred to shares issued by Aliansce;

5. the Shares were returned to GGPBRIII from RFR Empreendimentos e ParticipaC. Cordeiro Guerra Neto and Delcio Lage Mendes as a result of the Mutual Termination Agreements and Other Covenants mentioned in item (v) below; such shareholding represents a mere financial

   investment and, on the date hereof, GGPBRIII or Nevada have no intention of altering the control or the administrative structure of Aliansce;

6. GGPBRIII has not entered into any contracts or agreements governing the exercise of voting rights or the purchase or sale of securities issued by Aliansce, except for the following: (a) the Mutual Termination Agreements and Other Covenants entered into as of June 01, 2016 by and among GGPBRIII, RFR Empreendimentos e Participa