General Shopping Brasil : Material Fact 07 22 2016

EVEN CONSTRUTORA E INCORPORADORA S GENERAL SHOPPING BRASIL S.A.

Publicly Traded Company

NIRE 35.300.340.833 CNPJ No. 08.764.621/0001-53

MATERIAL FACT

General Shopping Brasil S.A. ("General Shopping" or "Company"), a publicly traded company headquartered in the City of São Paulo, State of São Paulo, at Avenida Angélica, No. 2,466, suite 221, pursuant to the Brazilian Securities Commission ("CVM") Instruction No. 358, dated as of January 3rd, 2002, as amended, in addition to the Material Facts disclosed on July 5th, 2016, July 6th, 2016, and on July 20th, 2016, hereby informs its shareholders and the market in general that the following matters were approved in the Extraordinary Shareholders' Meeting held on the date hereof as set forth in management's proposal approved by the Board of Directors of the Company at the meeting held on July 6th, 2016:

1. The merger, by the Company, of its indirect subsidiary, Druz Administradora e Incorporadora Ltda. ("Druz"), with the subsequent extinction of Druz ("Merger"). As a result of the Merger, the capital stock of the Company was increased in the amount of R$13,880,000.00 (thirteen million, eight hundred and eighty thousand Brazilian Reais), upon the issuance of 11,000,000 (eleven million) new common shares, all nominatives, book-entry and with no par value, so that the capital stock of the Company has increased from R$375,745,569.00 (three hundred seventy-five million, seven hundred and forty-five thousand, five hundred and sixty- nine Brazilian reais) divided into 65,000,000 (sixty-five million) common shares, all nominatives, book-entry and with no par value, to R$389,625,569.00 (three hundred eighty-nine million, six hundred and twenty-five thousand, five hundred and sixty- nine Brazilian reais), divided into 76,000,000 (seventy-six million) common shares, all nominatives, book-entry and with no par value. These new shares were delivered to General Shopping Investments Limited ("GS Investments"), sole quotaholder of Druz, in exchange for the quotas of issuance of Druz held by GS Investments, provided that the remaining amount of the net assets of Druz, corresponding to R$130,000,000.00 (one hundred and thirty million Brazilian reais), has been allocated to the Company's capital reserve account;

2. The delivery, by GS Investments, indirect subsidiary of the Company, of the new shares issued by the Company due to the Merger ("New Shares") to cover up the global depositary shares to be issued within the Company's depositary receipts program and to be exchanged by GS Investments as a part of its exchange offer of

   debt bonds performed abroad ("Exchange Offer"), as approved by the Board of Directors of the Company at the meeting held on July 5th, 2016 and amended at the meeting of the Board of Directors held on July, 20th, 2016; and

3. The repurchase, by the Company, outside the organized securities market, of up to the totality of the New Shares that do not come to be object of the Exchange Offer, against the capital reserve account of the Company, and the subsequent cancellation of these shares, pursuant to the CVM Instruction No. 567, of September 17th, 2015 ("Repurchase"). The amount of the New Shares to be repurchased will depend on the adhesion to the Exchange Offer, and will correspond, at maximum, to the number of New Shares issued within the Merger. The Repurchase and its settlement will be performed by the Company's management within 30 days from the date of the Extraordinary Shareholders' Meeting.

For additional information, please contact the Company's Board of Investor Relations.

São Paulo, July 22nd, 2016

Marcio Snioka

Investor Relations Officer

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