NOTICE TO SHAREHOLDERS

Rio de Janeiro, May 11, 2015 - To complement the Notice to Shareholders disclosed on March 31, 2015, we hereby inform the shareholders of Brookfield Incorporações S.A. ("Company") that the exercise of preemptive right by other Company shareholders was concluded regarding the new common shares issued as a result of the capital increase approved on March 31, 2015 ("Capital Increase").

As the other Company shareholders did not express an interest on exercising the preemptive right for acquisition of the two hundred and twenty-seven million, five hundred and forty-four thousand, nine hundred and ten (227,544,910) shares issued by the Company and initially subscribed by shareholders Brookfield Brasil Participações S.A. ("BRB PART") and BRKB RE OPP Fund LLC ("BRKB"), the ownership of said shares will definitively remain with such shareholders, in the following proportion: (i) one hundred and sixty-seven million, six hundred and sixty-four thousand six hundred and seventy (167,664,670) registered, book-entry shares with no par value with shareholder BRB PART; and (ii) fifty-nine million, eight hundred and eighty thousand, two hundred and forty (59,880,240) registered, book-entry shares with no par value with shareholder BRKB.

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