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 R$173,152.40 (one hundred and seventy three thousand, one hundred and fifty two Brazilian Reais and forty cents).
The capital stock of the Company after the increase amounts to R$5,270,726,168.84 (five billion, two hundred and seventy million, seven hundred and twenty six thousand, one hundred and sixty eight Brazilian Reais and eighty-four cents), divided into
632.238.060 (six hundred and thirty two million, two hundred and thirty eight
thousand and sixty) 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 20,134 (twenty thousand, one hundred and thirty four) 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 of R$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;

2Q15

1Q15

4Q14

3Q14

2Q14

1Q14

4Q13

3Q13

2Q13

Minimum

19.7

15.8

15.9

17.2

16.0

14.4

17.6

14.4

14.3

Average

21.5

18.2

17.2

18.6

17.6

15.7

18.8

16.7

16.2

Maximum

23.3

19.7

18.4

19.5

19.3

17.8

19.9

18.5

17.7

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

Jul/15

Jun/15

May/15

Apr/15

Mar/15

Feb/15

Minimum

19.8

21.3

20.0

19.7

18.8

17.3

Average

21.0

22.2

21.5

20.6

19.2

18.1

Maximum

22.5

23.3

22.0

21.6

19.7

19.1

2

d. AVERAGE QUOTE PRICE FOR LAST NINETY (90) DAYS; Average Quote Price 21.2 6. POTENTIAL DILUTION RATE RESULTING FROM THE ISSUANCE.

The rate of dilution from the capital increase approved herein was 0.003%.
São Paulo, August 17, 2015

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

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