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Material Fact - Capital Reduction

São Paulo, October 19, 2015 - Qualicorp S.A., 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 in accordance with the Material Facts disclosed on July 3, 2015 and August 17, 2015, hereby announces to its shareholders and the market in general that the sixty (60) day period provided in article 174 of Law No. 6,404/76 for the opposition of creditors to the capital reduction of the Company, which had started after the publication of the minutes of the Extraordinary General Shareholders’ Meeting held on 17 August, 2015 on the newspapers Valor Econômico and Official Gazette of the State of São Paulo, has terminated on October 17, 2015.

As there was no manifestation by the creditors in opposition to the capital reduction of the Company, the Company hereby informs that the capital reduction is not subject to the completion of any additional conditions.

The Company clarifies that all shareholders of the Company in the base date October 19, 2015 (inclusive) will be entitled to the capital restitution, and the shares issued by the Company will be negotiated "ex-capital reduction rights" as from October 20, 2015 (inclusive).

The payment as capital restitution of portion of the value of the shares of such shareholders shall be performed in the gross value of R$ 1,468959284 per share, in national currency, on [October 29, 2015].

The shareholders will have their credits available at the bank address informed to Banco Bradesco S.A., the Financial Depositary Institution of the shares issued by the Company, as from the initial date of payment hereby informed. To the shareholders which registration does not include the CPF/MF (Individual Taxpayers’ Registry) or the CNPJ/MF (Brazilian Taxpayers’ Registry) registration numbers, or the indication of Bank/Agency/Current Account, the values shall only be credited on the 3rd business day, as from the date of the registration update with the electronic files of Banco Bradesco S.A., which can be performed at any Banco Bradesco S.A. agency. To the shareholders that have shares deposited with BM&FBOVESPA, the payments will be made and transferred through their custody agents.

Additionally, the Company informs that, as disclosed in the Material Fact of August 17, 2015, it will withhold income tax on the capital gain, when applicable, between the value received as a result of the capital reduction and the corresponding acquisition cost of the shares owned by the non-resident shareholder, at the rate of 15% (or 25% in case of Non-Resident Shareholders located in jurisdictions with low or no taxation, as defined by the tax authorities).

Any questions arising from the payment instructions hereby mentioned shall be sent in attention to the Investor Relations Office, to the email ri@qualicorp.com.br, or by mail sent to the address of the headquarters of the Company.

Phone: 55 11 3191 3829
E-mail: ri@qualicorp.com.br


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