CM - Resposta Ofício Bovespa - 28 07 15 _Inglês_


HYPERMARCAS S.A.

A Publicly-Held Corporation

CNPJ No. 02.932.074/0001-91
NIRE 35.300.353.251

NOTICE TO THE MARKET

HYPERMARCAS S.A. ("Company" or "Hypermarcas") hereby presents the clarifications herebypresents the clarifications requested by BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ("BM&FBovespa"), by means of the Official Letter 2.436/2015-SAE sent to the Company on July 27th, 2015 ("Letter"), which is fully transcribed below:
"July 27th, 2015
2.436/2015-SAE
Hypermarcas S/A
Mr. Breno Toledo Pires de Oliveira
Investors Relations Officer
Re.: Clarification request in regards to news published in the press
Dear Sirs,
We request clarification, until 07/28/2015, on the grounds of the news published by Agência Estado - Broadcast, in 07/27/2015, under the headline "Hypermarcas expects that its indebtedness shall remain around 2,6 times its EBITDA by the end of 2015", as well as other information that can be deemed material.
In the file to be sent it shall be transcribed the content of the query mentioned above prior to the clarification on such matter to be provided by the company.
This request is made pursuant to the Cooperation Agreement executed by and between CVM and BM&FBovespa on 12/13/2011, and the noncompliance therewith may impose punitive fine to this company by Superintendência de Relações com Empresas - SEP of the CVM, in accordance with the provisions of CVM Instruction no. 452/07.
Sincerely,
Nelson Barroso Ortega
Superintendência de Acompanhamento de Empresas
c.c.: CVM - Comissão de Valores Mobiliários
Mr. Fernando Soares Vieira - Superintendente de Relações com Empresas
Mr. Waldir de Jesus Nobre - Superintendente de Relações com o Mercado e
Intermediários"
In compliance with the request above, the Company clarifies that the information related to the news published by Agência Estado - Broadcast, to which the Letter refers, derives from clarifications provided by the Company during its Teleconference held on July 27th, 2015 ("Teleconference") in connection with the Quarterly Information published by the Company on

July 24th, 2015. Note that the comments and clarifications made during the Teleconference regarding the Company's indebtedness consists of simple sharing of thoughts and opinions of the Management of the Company on the dynamic of the Company's business and tendencies, not consisting of guidances of the Company and should not be considered as such.
The Company clarifies that, except by the disclosure of the guidance relating to its Adjusted EBITDA, does not provide any guidances related to its financial results, including but not limited to, its indebtedness. Therefore, as per the applicable regulation, item 11 of its Reference Form disclosures only the Adjusted EBITDA of BRL 1.2 billion for the 2015 financial year.
Moreover, the Company points out that in the Company's Quarterly Information as of June 30th,
2015 ("Quarterly Information") available at the website for the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários - "CVM"), it is disclosed the ratio Net Debt/Adjusted EBITDA of the Company on December 31st, 2014 and on June 30th, 2015, that corresponded to 2,6x and 2,8x, respectively.
In light of the aforementioned, once asked by the audience, the Management of the Company shared in the referred Teleconference its analysis regarding the ratio Net Debt/Adjusted EBITDA of the Company by the end of 2015 based on quantitative and qualitative factors, that include: (i) the recent indicators of net indebtedness (after hedge) of the Company (BRL 3,198.3 million), (iii) the Adjusted EBITDA guidance disclosed in its Reference Form (of approximately BRL 1.2 billion), and (iii) the continuance of the current macroeconomic and political scenario. Considering the elements mentioned above, the Management shared in the Teleconference its analysis regarding the tendency of maintaining the Net Debt/Adjusted EBITDA at a similar level to the ones verified in the last year and second quarter of the current year, as described above.
Considering the described above, the Company highlights that it does not disclose any guidance related to its indebtedness and that comments and opinions provided in the Teleconference are mere considerations as to tendencies regarding its indebtedness, based, primordially, in the Company's past results, as already disclosed to the market, thus not intending to formalize or configure an official projection or promise of keeping its indebtedness in a certain pre- determined level.
São Paulo, July 28, 2015.
Hypermarcas S.A. Breno Toledo Pires de Oliveira Investors'RelationsOfficer

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