Sao Carlos Empreendimentos e Part : Material Fact - Transfer of all the shares held by the Controlling Shareholders to their heirs

SÃO CARLOS EMPREENDIMENTOS E PARTICIPAÇÕES S.A.

Corporate Taxpayer's ID (CNPJ/MF) 29.780.061/0001-09 Company Registry (NIRE) 35.300.171.004

Publicly-held company

MATERIAL FACT

São Carlos Empreendimentos e Participações S.A. ("São Carlos" or "Company" ) hereby informs its shareholders and the market in general that, on this date, it was informed by its controlling shareholders Mr. JORGE PAULO LEMANN, Mr. CARLOS ALBERTO DA VEIGA SICUPIRA, Mr. MARCEL HERRMANN TELLES ("Controlling Shareholders"), as well as COMPANHIA GLOBAL DE IMOVEIS S.À.R.L ("CGI") and CEDAR TRADE LLC ("Cedar"),

all of them qualified in the Reference Form of the Company, in line with the Material Fact released by the Company on October 25th, 2016, 30,751,241 shares issued by São Carlos and held by the Controlling Shareholders were donated to their heirs and legal successors, outside the organized market, in compliance with CVM instruction 560, 03/27/2015 ("Transfer of Shares"). The Transfer of Shares does not include the shares issued by the Company and held directly by LTS Trading Company LLC, indirectly controlled by CGI.

Therefore, on this date, the Controlling Shareholders donated all 30,751,241 shares issued by the Company directly to their heirs, as follows:

(A) JORGE PAULO LEMANN donated 11,500,481 shares issued by the Company, as shown below:

Grantee	Number of Shares	% of total capital
Paulo Alberto Lemann	1,916,747	3.32%
Jorge Felipe Lemann	1,916,747	3.32%
Anna Victoria Lemann Osório	1,916,747	3.32%
Susanna Mally Lemann	1,437,560	2.49%
Marc Lemann	1,437,560	2.49%
Lara Lemann	1,437,560	2.49%
Kim Lemann	1,437,560	2.49%

1. CARLOS ALBERTO DA VEIGA SICUPIRA donated 9,625,380 shares issued by the Company, as shown below:

   Grantee	Number of Shares	% of total capital
   Cecilia Sicupira	3,208,460	5.56%
   Helena Sicupira Rodas	3,208,460	5.56%
   Heloísa de Paula Machado Sicupira	3,208,460	5.56%

2. MARCEL HERRMANN TELLES donated, with life usufruct on economic and political rights, 9,625,380 shares issued by the Company, as shown below:

Grantee	Number of Shares	% of total capital
Christian Van Hoegaerden Herrmann Telles	4,812,690	8.33%
Max Van Hoegaerden Herrmann Telles	4,812,690	8.33%

Lastly, the Controlling Shareholders affirm that The Transfer of Shares shall (a) not imply in any change in the Company's controlling ownership structure, given that the shares that are subject to the Transfer of Shares will continue to represent the control of São Carlos through a shareholders' agreement signed on this date by the heirs of the Controlling Shareholders and Marcel Herrmann Telles, and (b) not result in changes to São Carlos' administrative structure.

São Paulo, June 7th, 2017

São Carlos Empreendimentos e Participações S.A. Fabio Itikawa Chief Financial and Investor Relations Officer