Hypermarcas : Material Fact - Board of Directors and Controlling Group

A Publicly-Held Corporation

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

MATERIAL FACT

Hypermarcas S.A. (the "Company"), in compliance with the provisions of Article 157, paragraph 4th, of Law No. 6,404, dated December 15, 1976, as amended and in force, and of Instruction CVM No. 358, dated January 3, 2002, as amended, hereby informs that Messrs. Marcelo Henrique Limírio Gonçalves, Cleonice Barbosa Limírio Gonçalves, Marcelo Henrique Limírio Gonçalves Filho and Luana Barbosa Limírio Gonçalves de Sant'Anna Braga ("Gonçalves Family") confirmed on the date hereof the release of 35,000,000 (thirty five million) common shares issued by the Company, which represent the totality of their respective shares, from the provisions of the shareholders' agreement entered into on June 23, 2010, as amended and in force, withdrawing from the controlling block of the Company, having the shareholders' agreement been amended on the date hereof to reflect such release of shares and the corresponding withdrawal of Gonçalves Family from the controlling block.

As a result of such release, Messrs. Marcelo Henrique Limírio Gonçalves and Marcelo Henrique Limírio Gonçalves Filho resigned from their positions as members of the Board of Directors of the Company. For replacement purposes, the Chairman of the Board of Directors has appointed, pursuant to the Bylaws, the new member Mrs. Maria Carolina Ferreira Lacerda (independent director); therefore, the Company has now four independent directors in its Board of Directors out of the ten members currently in office, further strengthening its corporate governance.

Mrs. Maria Carolina is an economist graduated from FEA-USP and expert in capital markets by École Supériéure de Commerce de Rouen, holds an MBA from Columbia University, and has concluded the course for Members of Board of Directors offered by IBGC (Brazilian Institute of Corporate Governance). She has worked for more than 20 years in financial institutions such as UBS, Merrill Lynch, Deutsche Bank, Unibanco, Bear Stearns and ING Barings banks, in capital markets, credit and mergers and acquisitions transactions. She has also been officer of ANBIMA - Brazilian Association of Financial and Capital Markets, representative of CNF - National Confederation of Financial Institutions, and member of the Consulting Council of the Listing Chamber of BM&FBovespa.

São Paulo, October 24, 2016

Breno Toledo Pires de Oliveira Investor Relations Officer