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JHSF PARTICIPAÇÕES S.A.

Publicly Traded Company

MATERIAL FACT

Conclusion of Transaction with XP Malls Real Estate Investment Trust

São Paulo, October 19, 2018 - JHSF Participações SA ("JHSF Participações" or "Company") and JHSF Malls SA ("JHSF Malls") hereby announce the conclusion of sale to XP Malls Real Estate Investment Trust - FII ("XP Malls") of five minority stakes in shopping malls controlled by JHSF Malls in consonance with the Addendum to the Memorandum of Understanding dated May 2, 2018 ("Transaction").

The final value of the Transaction was approximately R$ 650,000,000.00 (six hundred and fifty million reais). The Company acquired approximately R$ 110,000,000.00 (one hundred and ten million reais) in shares of XP Malls.

Approximately R$ 450 million of the proceeds from the Transaction will be used to reduce the Company‘s gross indebtedness and the balance of the Transaction value will be selectively used for the expansion of the Gross Leasable Area of shopping centers and for the conclusion of the current phase of Catarina Executive Airport.

The conclusion of the Transaction contributes to the improvement of the Company‘s Capital structure and enhances the quality and liquidity of the assets developed and operated by the Company.

About the Transaction: 49.0% of the SPE that owns a stake in Shopping Bela Vista, 49.99% of the SPE that owns a stake in Shopping Ponta Negra, 16.99% of the Shopping Cidade Jardim property, 32% of the Catarina Fashion Outlet property and 30% of the Shops project.

It consists of minority stakes sale in 4 developed projects, including 16.99% of Shopping Cidade Jardim property, 32% of Catarina Fashion Outlet property, 49.0% of the SPE that owns a stake in Shopping Bela Vista, 49.99 % of the SPE that owns a stake in Shopping Ponta Negra, in addition to 30% of the Shops project, in implementation phase.

Last Update on October 19, 2018

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