4422a7de-b106-47c4-981b-9c84070ab368.pdf

CNPJ 06.977.751/0001-49 NIRE 35.300.316.592

(PUBLICLY-HELD COMPANY)

NOTICE TO THE MARKET

BR Properties S.A. (BRPR3) ("Company") hereby informs that, on this date, there was a meeting of the Company's Board of Directors, in which its members analyzed and presented their conclusions on the terms of the amendment to the notice of the public tender offer for acquisition of control of the Company, disclosed on April 26, 2016 by GP Real Properties II C, LLC ("GP Real Properties"), and the content of the letters sent by Eminence Capital to the GP Real Properties and by GP Real Properties to the Company, made public through the notice to the market disclosed by the Company on April 27, 2016. The minutes of the meeting of this Company's Board of Directors is attached hereto.

São Paulo, April 28, 2016. André Fernandes Berenguer

Investor Relations Officer

(Publicly-Held Company) CNPJ 06.977.751/0001-49 NIRE 35.300.316.592

MINUTES OF THE BOARD OF DIRECTOR'S MEETING HELD ON APRIL 28 2016

  1. DATE, TIME AND PLACE: On April 28, 2016, at 02:00pm, at the headquarters of BR Properties S.A. ("Company"), at Av. das Nações Unidas, 12.495, Centro Empresarial Berrini, Torre A- Torre Nações Unidas, 18th floor, office 181, in the City of São Paulo, State of São Paulo.

  2. CALL NOTICE AND ATTENDANCE: All the members of the Company's Board of Directors attended the meeting and, therefore, the call notice was dismissed in accordance with the terms of article 11, § 1 of the Company's bylaws.

  3. BOARD: Chairman: Claudio Bruni; Secretary: José Flávio Ferreira Ramos.

  4. AGENDA: Analyze and discuss (a) the terms of the amendment to the notice of the public tender offer for acquisition of control of the Company ("GP Tender Offer") disclosed on April 26, 2016 ("Amendment to the Tender Offer Notice") by GP Real Properties II C, LLC ("Offeror"), and (b) the content of the letters sent by Eminence Capital ("Eminence") to the Offeror and by the Offeror to the Company, made public through the notice to the market disclosed by the Company on April 27, 2016.

  5. RESOLUTIONS: The Board Members analyzed the terms of the Amendment to the Tender Offer Notice and, after discussing the matter, maintained their understanding expressed in the Board meeting held on April 11, 2016. The Board Members Cláudio Bruni, José Flávio Ferreira Ramos, Luciana Menegassi Leocadio Silvestrini and Rodolpho Amboss reaffirmed the analysis and the conclusions about the GP Tender Offer presented in the Board of Directors report disclosed on April 12, 2016 ("Report"), in light of the fact that the new price offered by the Offeror is also out of the price range determined in the Company's evaluation made by the Board of Directors' financial advisor. The Board Members Carlos Daniel Rizzo da Fonseca, Marcelo Kalim and Antonio Carlos Canto Porto Filho reaffirmed their understanding that, despite their agreement with the general terms of the Report, they dissent as to the recommendation contrary to the acceptance of the GP Tender Offer, which they deem to be adequate to the current scenario, even more in light of the increase in the price offered in the GP Tender Offer.

    The Board Members also examined the letters sent by Eminence to the Offeror and by the Offeror to the Company. The Board Members stated, regarding this subject, that they do not have any information (i) about the nature of the irrevocable commitment referred in those letters (i.e., whether such commitment is the object of a specific legal act, unilateral or bilateral, with or without compensation) and (ii) neither about the extension of the irrevocable commitment (i.e., whether it comprises a determined amount, substantial part or a minimum part of the shares held by Eminence). Additionally, the Board Members stated that the Company did not receive from the Offeror any

    additional information about the business plan after the GP Tender Offer, assuming, therefore, that the disclosed commitment mentioned above was taken based on public information only.

  6. CLOSING: There being nothing further to resolve, the attendants approved unanimously the drawing up of these minutes in summary form. The meeting was closed and these minutes drawn up and read, approved and signed by all those in attendance. Signatures: Claudio Bruni, Chairman, and José Flávio Ferreira Ramos, Secretary; Directors: Claudio Bruni, José Flávio Ferreira Ramos, Antônio Carlos Canto Porto Filho, Carlos Daniel Rizzo da Fonseca, Marcelo Kalim, Rodolpho Amboss and Luciana Menegassi Leocadio Silvestrini.

This is a true copy of the original drawn up in the minutes book of the company

São Paulo, April 28, 2016.

José Flávio Ferreira Ramos

Secretary

BR Properties SA issued this content on 28 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 April 2016 02:46:30 UTC

Original Document: http://ir.brpr.com.br/download_arquivos.asp?id_arquivo=66DF279A-6015-40AB-8C89-FA612ECCAF6F