Edital Convocação - AGE JULHO (00439995.DOC;1) HYPERMARCAS S.A.

A Publicly-Held Corporation

CNPJ/MF No. 02.932.074/0001-91
NIRE 35.300.353.251

NOTICE TO SHAREHOLDERS

HYPERMARCAS S.A. ("Hypermarcas" or "Company"), in compliance with the provisions of Article 30, item XXXII of CVM Rule No. 480, edited on December 7th, 2009 ("CVMRule No. 480/2009"), as amended and currently in force, hereby provides Messrs. Shareholders the information required in Annex 30-XXXII of CVM Rule No. 480/2009 pertaining to the capital increase approved by the Board of Directors of the Company on this date, within the limits of our authorized capital, subsequent to the exercise of stock options given within its stock option plans.

1. DATE OF THE SHAREHOLDERS' MEETING IN WHICH THE STOCK OPTION PLAN WAS APPROVED

On October 10th, 2011, the Company's Shareholders' Extraordinary Meeting approved the creation, by majority of votes, of the Stock Option Plan III, as approved by the Company's Board of Directors Meeting held on September 21st, 2011 ("Plan III"). All the shares related to the capital increase approved herein were issued in conformity with Plan III.

2. AMOUNT OF THE CAPITAL INCREASE AND OF THE NEW CAPITAL STOCK

The approved capital increase amounts to one hundred and forty seven thousand, three hundred and ninety five Brazilian Reais, and forty cents (BRL 147,395.40).
The capital stock of the Company after the increase amounts to five billion, two hundred and sixty nine million, two hundred and seventy one thousand, eight hundred and sixteen Brazilian Reais, and forty four cents (BRL 5,269,271,816.44) divided in six hundred and two million, one hundred and seventeen thousand, nine hundred and twenty six (632,117,926) common, registered, book-entry shares without par value.

3. NUMBER OF SHARES ISSUED BY TYPE AND CLASS

In this capital increase, it was approved the issuance of seventeen thousand, one hundred and thirty nine (17,139) common, registered, book-entry shares without par

value, that shall be granted equal rights and benefits, including dividends and eventual capital compensations, that come to be distributed by the Company.

4. ISSUANCE PRICE FOR THE NEW SHARES

The issuance price for the shares mentioned in item "3" above is BRL 8,60 (eight
Brazilian Reais and sixty cents) per share.

5. QUOTE PRICE OF EACH TYPE AND CLASS OF SHARES OF THE ISSUER IN THE MARKETS THAT THOSE ARE A TRADE, DESCRIBING: a. MINIMUM, AVERAGE AND MAXIMUM QUOTE PRICES FOR EACH YEAR, FOR THE LAST THREE (3) YEARS;

2014

2013

2012

Minimum

14.4

14.3

9.0

Average

17.2

17.1

13.0

Maximum

19.5

19.9

17.1

b. MINIMUM, AVERAGE AND MAXIMUM QUOTE PRICES FOR EACH QUARTER, FOR THE LAST TWO (2) YEARS;

1Q15

4Q14

3Q14

2Q14

1Q14

4Q13

3Q13

2Q13

1Q13

Minimum

15.8

15.9

17.2

16.0

14.4

17.6

14.4

14.3

15.9

Average

18.2

17.2

18.6

17.6

15.7

18.8

16.7

16.2

17.0

Maximum

19.7

18.4

19.5

19.3

17.8

19.9

18.5

17.7

18.1

c. MINIMUM, AVERAGE AND MAXIMUM QUOTE PRICES FOR EACH MONTH, FOR THE LAST SIX (6) YEARS;

Mar/15

Feb/15

Jan/15

Dec/14

Nov/14

Oct/14

Minimum

18.8

17.3

15.8

15.8

16.2

15.9

Average

19.2

18.1

17.2

16.4

16.9

17.4

Maximum

19.7

19.1

18.7

17.0

17.8

18.4

2

d. AVERAGE QUOTE PRICE FOR LAST NINETY (90) DAYS; Average Quote Price 19.2 6. POTENTIAL DILUTION RATE RESULTING FROM THE ISSUANCE.

The rate of dilution from the capital increase approved herein was 0.003%.
São Paulo, April 24th, 2015

HYPERMARCAS S.A. Breno Toledo Pires de Oliveira Investors Relations' Officer

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