Hypermarcas : Material Fact

296a33ab-74a7-4fda-975f-a9d019107b1a.pdf HYPERMARCAS S.A.

A Publicly-Held Corporation

CNPJ No. 02.932.074/0001-91 NIRE 35.300.353.251

MATERIAL FACT HYPERMARCAS S.A. ("Hypermarcas" or "Company") in compliance with the provisions of Art. 157, § 4th, of Law No. 6,404, of December 15, 1976, and of CVM Instruction No. 358, of January 03, 2002, in light of a news article published on this date by the newspaper O Estado de São Paulo, on page A4, hereby publicly informs what follows.

Mr. Nelson Mello is a former executive of the Company who worked as Corporate Relations Officer until early March 2016.

After he left his position, the Company hired renowned external advisors to conduct an audit which concluded that Mr. Mello individually authorized, by his own initiative, expenses without due proof of service provision.

The Company reinforces that it is not part in any investigative procedure and that it has not benefitted from any of the former executive's actions.

After the conclusion of the audit, aiming at preserving its interests and that of its shareholders, the Company signed a binding agreement with Mr. Mello, by which it has secured full reimbursement for the damages incurred by the Company.

The Company strongly rebuffs any actions that conflict with its Code of Ethical Conduct and reiterates its commitment to the highest corporate governance standards.

São Paulo, June 28, 2016.

Hypermarcas S.A.

Breno Toledo Pires de Oliveira

Investor Relations Officer