GENERAL SHOPPING BRASIL S.A.

Publicly Traded Company

NIRE 35.300.340.833 CNPJ/MF nº 08.764.621/0001-53

Material Fact

GENERAL SHOPPING BRASIL S.A. ("Company"), publicly-held company headquartered at Avenida Angélica, No. 2.466, suite 221, in the city and state of São Paulo, pursuant to the Normative Instruction of the Comissão de Valores Mobiliários No. 358 dated as of January 3rd, 2002, as amended, as a supplement to the Material Fact disclosed on July 5th, 2016, July 20th, 2016, August 2nd, 2016 and on August 3rd, 2016, by the Company, hereby informs its shareholders and the market in general that on this date occurred the settlement of the exchange offer of the outstanding US$150,000,000 12.000% Perpetual Subordinated Fixed to Floating Rate Notes With Interest Deferral Option, issued by General Shopping Investments Limited (respectively "Perpetual Bonds" and "GS Investments"), in the exchange offer launched by GS Investments on July 5th, 2016 ("Exchange Offer").

On the settlement of the Exchange Offer, a total amount of US$34,413.000 (thirty four million and four hundred and thirteen thousand dollars) in Perpetual Bonds was exchanged, for: i) a total amount of US$8,923,000 (eight million and nine hundred and twenty three thousand dollars) in new 10%/12% Senior Secured PIK Toggle Notes due 2026, issued, abroad, by GS Investments ("New Bonds"); and

(ii) 34,413 (thirty four thousand and four hundred and thirteen) Global Depositary Shares ("GDS"), representing common shares issued by the Company, with the ratio of 73 (seventy three) common shares for each 1 (one) GDS, resulting in 2,512,149 (two million and five hundred and twelve thousand and one hundred and forty nine) common shares issued by the Company. The Perpetual Bonds exchanged under the Exchange Offer will be canceled.

This announcement is not an offer to purchase the Perpetual Bonds or any other securities issued by the Company or its subsidiaries, in Brazil or elsewhere, nor a solicitation to purchase the New Bonds. The Exchange Offer was carried out exclusively to holders of the Perpetual Bonds on the international market.

São Paulo, August 10th, 2016.

GENERAL SHOPPING BRASIL S.A.

Marcio Snioka Investor Relations Officer

General Shopping Brasil SA published this content on 10 August 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 10 August 2016 22:17:03 UTC.

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