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Material Fact - Subscription Warrant

São Paulo, September 08, 2015 - Qualicorp S.A., publicly-held company, headquartered in the City of São Paulo, State of São Paulo, at Rua Doutor Plínio Barreto, No. 365, part, Bela Vista, Zip Code 01313-020 ("Company"), in accordance with CVM Instruction No. 358/2002 and applicable law and as a follow up to the Material Fact published by the Company on August 13, 2015 in reference to the subscription warrant held by Tempo Participações S.A. ("Tempo") and issued on August 13, 2014 by the Company ("Subscription Warrant") pursuant to the Association Agreement entered into by and between the Company, Tempo, Connectmed CRC Consultoria, Administração e Tecnologia em Saúde Ltda. and Gama Saúde Ltda. on April 30, 2014, hereby announces to its shareholders and the market in general that the Company entered into an agreement with Tempo and Med-Law Internações Domiciliares Ltda. ("Med-Lar") pursuant to which the Company agreed to pay the total amount of forty seven million and five hundred thousand Reais (R$ 47,500,000.00) to Tempo and Med-Lar, provided that such payment will be made in cash instead of delivering common shares issued by the Company pursuant to the Subscription Warrant. Upon payment of such amount by the Company, the Subscription Warrant will be canceled, and Tempo and Med-Lar will not be entitled to receive any other amount or shares issued by the Company under the Subscription Warrant.

The Company considers that it is in the Company’s interest to enter into this transaction since making a cash payment for purposes of complying with its obligations under the Subscription Warrant, instead of delivering newly-issued shares, avoids shareholders’ dilution as well as the increase of the outstanding shares.

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For further information, contact the Investor Relations Department.

Phone: 55 11 3191 3829

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