GP Investments : Notice to Market - Amendment to the Tender Offer Notice to Acquire Common Shares Issued by BR Properties

GP INVESTMENTS, LTD.

Publicly-held Company headquartered in Bermuda

NOTICE TO THE MARKET

GP INVESTMENTS, LTD., a company headquartered at 129, Front Street, Penthouse, Hamilton HM 12, Bermuda, which Class A shares are traded on BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros as Brazilian Depositary Receipts ("GP"), in fulfilment of the provisions in CVM Instruction No. 358/02 and in connection with the Tender Offer for Common Shares Issued by BR Properties S.A. ("BR Properties" or "Company"), which tender offer notice was published on March 28, 2016 and amended on April 4, 2016 ("Announcement"), with GP Real Properties II C, LLC as offeror ("Offeror" and "Offer", respectively), hereby informs the public that, on the date hereof, it has published an amendment to the Announcement, under which:

1. the price of acquisition of the Offer Target Shares was increased to R$11.00 (eleven Brazilian reais) per common share issued by BR Properties, which represents a premium of 33% over the closing price of the common shares issued by BR Properties on the date which the intention to perform the Offer was disclosed by the Offeror, as well as approximately 31% higher than the weighted average price of the common shares issued by the Company on the 30 (thirty) trading days prior to the date which the intention to perform the Offer was disclosed by the Offeror (inclusive), on BM&FBOVESPA (this premium considers a price per share adjusted by the dividends declared by the Company on December 02, 2015);

2. the Offer Auction Date as of 11th May 2016 was ratified and confirmed;

3. the effectiveness conditions of the Offer set out in item 2.7 of the Announcement were ratified and confirmed. In this regard, the Offeror clarifies that the non-approval of any of the

   f o llow ing mat t ers, w h ich w ill b e sub ject o f t h e Ext raordin a r y Sh a reho lde rs' M eet ing o f BR Properties to be held on first call, on May 2, 2016, will result in the cancellation of the Offer in light of non-fulfillment of precedent conditions set out in items 2.7.1 (ii) and 2.7.1 (iii) of the Announcement: (i) the exemption under Article 24, paragraph 4, of the Company's bylaws, of Offeror's potential obligation to launch a tender offer to acquire the Company's shares provided for in Article 24 of the Company's bylaws; and (ii) the terms and conditions relating to the costs for obtaining waivers from creditors of the Company with respect to their right to declare the early maturity of certain indebtedness of the Company due to the acquisition of control of the Company by the Offeror under the Offer; and

4. all other terms and conditions of the Announcement were ratified and confirmed and remain unchanged.

GP will keep the market and shareholders informed about any updates regarding the matters hereof.

This notice to the market serves information purposes only and does not constitute a tender offer or a promise of tender offer to purchase securities in Brazil or abroad.

São Paulo, April 26, 2016. Alvaro Lopes da Silva Neto Investors' Relations Officer