Hypermarcas : Material Fact - Divestiture of Condoms Business

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HYPERMARCAS S.A.

A Publicly-Held Corporation

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

MATERIAL FACT

HYPERMARCAS S.A. (the "Company" or "Hypermarcas"), 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 and in force, in view of Hypermarcas' strategic focus on the pharmaceutical market, announces that on the date hereof a Shares Sale and Purchase Agreement and Other Covenants ("Agreement") was executed by the Company, Reckitt Benckiser (Brasil) Ltda. ("RB") and Nances Holdings Ltda., a subsidiary of Hypermarcas, for the sale of its business of sexual health ("Transaction"), which generated net revenues of R$ 100.2 million in 2014 ("Sexual Health Business"), or about 2.1% of the Company´s net revenues in the period. The Sexual Health Business includes brands as Jontex, Olla and Lovetex.

The price for the acquisition of the Sexual Health Business by RB is R$675.0 million (six hundred and seventy five million Reais) ("P rice "). Twenty percent (20%) of the Price was paid on this date, and the remaining eighty percent (80%) will be paid at the closing of the Transaction, which is subject to certain conditions precedent set forth in the Agreement, such as the approval of the Transaction by antitrust agencies and the corporate reorganization involving the Company for the transfer of the Sexual Health Business to Nances Holdings Ltda.

In the interest of its shareholders and aligned with best corporate governance practices, the Company will keep the market timely updated about relevant information related to the progress of this matter.

São Paulo, January 29, 2016

HYPERMARCAS S.A.

Breno Toledo Pires de Oliveira

Investors' Relations Officer