Sao Carlos Empreendimentos e Part : Material Fact

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 Jorge Paulo Lemann, Carlos Alberto da Veiga Sicupira and Marcel Herrmann Telles ("Controlling Shareholders"), as well as Companhia Global de Imoveis S.À

R.L ("CGI") and Cedar Trade LLC ("Cedar"), that the Brazilian Securities and Exchange Commission ("CVM") authorized the transfer, via donation, of all the shares issued by São Carlos and held by the Controlling Shareholders to their heirs, outside of the organized market, pursuant to CVM Instruction 560 of March 27, 2015 ("Transfer of Shares").

As informed by the Controlling Shareholders, the implementation of the Transfer of Shares is subject to definition of the applicable terms and conditions, and 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 to be signed by the heirs of the Controlling Shareholders, and (b) not result in changes to São Carlos' administrative structure.

The Company will keep its shareholders and the market informed of the implementation of the Transfer of Shares, in accordance with the applicable legislation.

São Paulo, October 25th, 2016

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