Marisa Lojas : Minutes of the Extraordinary Shareholders´ Meeting

MINUTES OF THE EXTRAORDINARY SHAREHOLDERS' MEETING HELD ON JUNE 27, 2016

Call Notice and Publications: The call notice was published in the issues of June 9, 16 and 23, 2016, in the Official Gazette of the State of São Paulo and the Valor Econômico newspapers. The documents required by CVM Instruction 481/2009 were disclosed to the market electronically.

Attendances: Shareholders representing 81.05% of the capital stock, as per signatures in the shareholders' attendance book.

Presiding: Marcio Luiz Goldfarb - Chairman; and Adalberto Pereira dos Santos - Secretary.

Agenda: (i) analysis of the resignation of Cassio Casseb Lima from the position of Chairman of the Company's Board of Directors, who shall remain as independent sitting member of the Board; (ii) election of Marcio Luiz Goldfarb to the position of Chairman of the Company's Board of Directors; (iii) change in the number of positions of the Board of Directors to be occupied in the current term of office; and (iv) election of new member of the Board of Directors.

Resolutions: After analyzing the items on the agenda, shareholders:

(i) analyzed and unanimously approved, with 165,411,732 votes, the resignation of Cassio Casseb Lima from the position of Chairman of the Company's Board of Directors, who shall remain as independent sitting member of the Board;

(ii) approved, by a majority vote, with 164,920,032 votes in favor and 491,700 against, the election of Marcio Luiz Goldfarb, Brazilian citizen, married, businessman, bearer of identification document (RG) number 5.614.574-3 SSP-SP, inscribed in the roll of individual taxpayers (CPF/MF) under number 537.262.198-20, resident and domiciled in the city and state of São Paulo, with offices at Rua dos Pinheiros, nº 870, conjunto 203, sala 02, to the position of Chairman of the Company's Board of Directors;

(iii) unanimously approved, with 165,411,732 vote, that the number of positions of the Company's Board of Directors for the current term of office is increased from five (5) to six (6); and

(iv) unanimously approved, with 165,411,732 votes, the election of Marcelo Pereira Malta Araujo, Brazilian citizen, married, engineer, bearer of identification document (RG) number 04.176.539-7- DETRAN-RJ, inscribed in the roll of individual taxpayers (CPF/MF) under number 789.050.797-68, resident and domicilied in the city and state of São Paulo, with offices at Rua James Holland, 422, Barra Funda, to the Company's Board of Directors and to occupy the new position created pursuant to item (iii) above, with a term of office equal to that of the other members of the Board of Directors, which shall expire at the Company's Annual Shareholders' Meeting that approves the accounts for the year ended December 31, 2016. The Board member herein elected declared, under penalty of the law, that he complies with all requirements provided for in Article 147 of Law 6404/76 and CVM Instruction 367/2002 for his investiture as member of the Company's Board of Directors and will take office upon signature of the respective Instrument of Investiture drawn up in the Book of Minutes of the Company's Board of Directors' Meetings, pursuant to Article 149 of Law 6404/76, the statements referred to by CVM Instruction 367/2002 and the agreements to comply with the Novo Mercado Regulation of the BM&FBOVESPA- Securities, Commodities and Futures Exchange, as applicable.

The Company's Board of Directors shall now be composed as follows: (a) Marcio Luiz Goldfarb, qualified above, as Chairman of the Board of Directors; (b) Cássio Casseb Lima, Brazilian citizen, married, engineer, bearer of identification document (RG) number 7.666.225, inscribed in the roll of individual taxpayers (CPF/MF) under number 008.377.188-30, resident and domiciled in the city and state of São Paulo, with offices at Rua dos Pinheiros, nº 870, 2º andar, conjunto 201/202, as independend Board member; (c) Traudi Guida, Brazilian citizen, widow, businesswoman, bearer of identification document (RG) number 3.718.351, inscribed in the roll of individual taxpayers (CPF/MF) under number 563.541.508-34, resident and domiciled in the city and state of São Paulo, with offices at Rua James Holland, nº 422/432, Barra Funda, as independent Board member; (d) Décio Goldfarb, Brazilian citizen, married, businessman, bearer of identification document (RG) number 8.377.286-8, inscribed in the roll of individual taxpayers (CPF/MF) under number 861.657.988-53, resident and domiciled in the city and state of São Paulo, with offices at Rua dos Pinheiros, nº 870, conjunto 203, sala 02, as member of the Board of Directors; (e) Denise Goldfarb Terpins, Brazilian citizen, married, businesswoman, bearer of identification document (RG) number 4.678.111, inscribed in the roll of individual taxpayers (CPF/MF) under number 304.140.678-00, resident and domiciled in the city and state of São Paulo, with offices at Rua Joaquim Floriano, nº 72, conjunto 113, Itaim Bibi, as member of the Board of Directors; and (f) Marcelo Pereira Malta Araujo, qualified above, as member of the Board of Dirctors.

Closure: There being no further business to address, the floor was offered and declined, and the meeting was adjourned for the drawing up of these minutes, which were read, found in compliance, approved and signed by all those present. Shareholders approved the drawing up of these minutes in summary format, with shareholders' votes being filed at the Company's headquarters, pursuant to Article 130, paragraph 1 of Brazilian Corporation Law. The attending shareholders also unanimously approved the proposal to publish these minutes omitting the signatures of shareholders, pursuant to Article 130, paragraph 2 of the Brazilian Corporation Law. Shareholders present: (i) Decio Goldfarb, (ii) Denise Goldfarb Terpins, (iii) Fany Rachel Goldfarb, (iv) Flavia Goldfarb, (v) Jack Leon Terpins, (vi) Marcelo Goldfarb, (vii) Marcio Luiz Goldfarb, (viii) Marina Goldfarb, (ix) Michel Terpins, (x) Renata Goldfarb, (xi) Ricardo Goldfarb, (xii) Roberta Goldfarb Philippsen, (xiii) Rodrigo Terpins, (xiv) Ticiana Terpins Strozenberg (by proxy: Francisco A. Prado de Andrade Coutinho), (xv) Advanced Series Trust - Ast Goldman Sachs Multi-Asset Portfolio, (xvi) BP Pension Fund, (xvii) CF DV ACWI EX-U.S. IMI Fund, (xviii) College Retirement Equities Fund, (xix) Coronation Global Emerging Markets Flexible Zar Fund, (xx) Emerging Markets Small Capitalization Equity Index Fund, (xxi) Emerging Markets Small Capitalization Equity Index Non-Lendable Fund, (xxii) Emerging Markets Small Capitalization Equity Index Non-Lendable Fund B, (xxiii) Ishares III Public Limited Company, (xxiv) Ishares MSCI Brazil Small-Cap ETF, (xxv) Mercer QIF Fund PLC, (xxvi) Norges Bank, (xxvii) Northern Trust Collective EAFE Small Cap Index Fund-Non Lending, (xxviii) NTGI - QM Common Daily All Country World Ex-US Investable Market Index Fund - Lending, (xxix) NTGI-QM Common Emerging Markets Small Cap Index Fund - Lending, (xxx) River And Mercantile World Recovery Fund, (xxxi) State Street Bank And Trust Company Investment Funds For Tax Exempt Retirement Plans, (xxxii) State Street Bk & TR Co Inv FD F Tax Exempt Ret Plans -MSCI EM MKTS Small Cap Index Sec Lending FD, (xxxiv) Stichting F&C Multi Manager Emerging Equity Active, (xxxv) Teacher Retirement System of Texas, (xxxvi) The Bank of New York Mellon Employee Benefit Collective Investment Fund Plan, (xxxviii) Utah State Retirement Systems, (xxxix) Vanguard Emerging Markets Stock Index Fund, (xxxx) Vanguard FTSE All-World Ex-Us Small-Cap Index Fund, A Series of Vanguard International Equity Index Funds, (xxxxi) Vanguard Total World Stock Index Fund, A Series of Vanguard International Equity Index Funds (by proxy: Paulo Roberto Brandão), (xxxxii) Coronation Global Emerging Markets Equity Fund, (A Portfolio Of Coronation Universal Fund), (xxxxiii) Coronation Global Opportunities Fund, (xxxxiv) Missouri Education Pension Trust, (xxxxv) Public Employees Retirement System Of Ohio, (xxxxvi) Public Employees Retirement System Of Ohio, (xxxxvii) Vanguard Total International Stock Index Fund, A Series Of Vanguard Star Funds (by proxy: Paulo Roberto Brandão).

This is a free English translation of the original minutes drawn up in the Company's records.

São Paulo, June 27, 2016.

Presiding:

Marcio Luiz Goldfarb
Chairman

Adalberto Pereira dos Santos
Secretary

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