NOTICE TO SHAREHOLDERS

Rio de Janeiro, January 28, 2015 - Complementing the Notices to Shareholders dated December 3, 2014, January 8, 2015, and January 13, 2015, we hereby inform the shareholders of Brookfield Incorporações S.A. ("Company") that the procedure for the exercise of preemptive rights for the acquisition, by the Company's other shareholders, of the new common shares issued as a result of the capital increase approved on December 3, 2015 ("Capital Increase") has been concluded.

Of the five hundred and fifty million (550,000,000) shares initially issued and subscribed by Brookfield Brasil Participações S.A. ("BRB PART"), the Company's controlling shareholder, two million, three hundred and thirty-eight thousand, five hundred and thirty-five (2,338,535) shares were transferred to the shareholders who exercised the preemptive rights, pursuant to article 172, paragraph 2 of Law 6,404/1976. The other five hundred and forty-seven million, six hundred and sixty-one thousand, four hundred and sixty-five (547,661,465) will remain the property of BRB PART on a definitive basis.

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