aliansce shopping centers s.a. and...

Aliansce ShoppingCenters S.A. and SubsidiariesQuarterly Information (ITR) atMarch 31, 2017and report on review ofquarterly information

Aliansce Shopping Centers

Management Report1Q17

1

Management Report

Rio de Janeiro, May 10, 2017 – Aliansce Shopping Centers S.A. (Bovespa: ALSC3), one of Brazil’s largest shopping mall owners,announces today its results for the first quarter of 2017 (1Q17). The Company’s managerial financial information is presented on aconsolidated basis and in thousands of reais (R$), in accordance with accepted practices in Brazil, comprising CPCs issued andapproved by the Brazilian Securities and Exchange Commission (CVM), as well as international financial reporting standards(IFRS), except in regard to the effects of the adoption of pronouncements CPC 19 (R2) and CPC 18 (R2) – IFRS 10 and 11, asissued by the International Accounting Standards Board (IASB). The managerial financial information reflects the Company’sownership interest in each shopping mall, except for Boulevard Belém and Boulevard Belo Horizonte, which are 100% consolidated,in line with the consolidated financial statements.

The Company’s non-accounting information was not specifically audited by the independent auditors, but were read in relation to

the examination of the financial statements in accordance with NBC TA – (ISA 720).

Description of business, services and operating markets onMarch 31, 2017

The Company’s main activities include ownership interest in shopping malls and providing services in the shopping mall segment,

which include: (i) management, (ii) leasing of stores and spaces, and (iii) planning and development of malls.

Aliansce is a full service company with expertise in every phase of the mall installation process, from the planning (feasibility

studies of the project), development and launch of the mall to the management of its structural, financial, commercial, legal and

operational aspects.

Management and leasing of shopping centers and mall spaces

Mall management consists of the administration of the strategy and daily activities of the mall, including the financial, legal,

commercial and operational management of the project. Note that the management activities may be conducted by the Company

and its subsidiaries.

Leasing of shopping centers includes the lease of stores and mall spaces, as well as merchandising activities.

Planning and development of malls

The planning and development of shopping malls require profound knowledge of the sector, as the first phase includes a preliminary

analysis of the project to better understand consumer behavior in the mall’s area of influence and the preparation of feasibility

studies. Another important point is the definition of tenant mix, that is, the mix of stores operating in different sector, as well as a

survey of the areas available for leasing. To conclude, the development of a mall consists of the following stages (i) identification

of opportunities (ii) feasibility study; (iii) approval of investments; (iv) launch; v) construction; (vi) commercialization; and (vii)

management.

Policy for the reinvestment of income and distribution of dividends

Shareholders are ensured by the Company’s Bylaws a minimum dividend equal to 25% of net income from each fiscal year, adjusted

in accordance with current legislation.

Management may, upon approval by the shareholders’ general meeting, allocate up to 70% (seventy per cent) of the net profits to

an Investment Reserve, established in the Bylaws. Management may also, based on the capital budget, allocate the remainder of the

net profit for the Period not distributed as mandatory dividends, in its entirety or partially, to new investments, respecting in either

case, the overall limit established in Article 199 of Law 6,404/76.

2

Human Resources

On March 31, 2017, Aliansce had 198 employees compared to 221 employees on March 31, 2016. Average employee turnover was

of 7.32% in 1Q17, compared to 4.1% in 1Q16.

The Company and its subsidiaries hold agreements with outsourcing companies that provide a significant volume of labor, including:

security services, food services for employees, cleaning and building maintenance.

Our employee compensation system consists of income ranges on a vertical scale, combined with salary points on a horizontal scale,

enabling job promotions and salary raises based on merit.

The Company offers its employees several benefits such as medical assistance, meal and transportation vouchers, and life insurance.

Moreover, there are no unhealthy or hazardous areas and/or activities in accordance with the current legislation.

The Company’s HR development and training policy includes corporate initiatives to increase, develop and improve employees’

skills for their professional growth, such as English language courses, undergraduate and graduate-level courses.

Social Responsibility

The Company’s commitment to sustainability is proof of our concern with ethics in business, the development of communities

around our projects, adequate use of natural resources and preservation of the environment.

Through its shopping malls, the Company sponsors a number of social responsibility projects that provide cultural incentives and

sponsorships, such as the "Transformar" ("Transform") project at Via Parque Shopping which teaches housewives in the Cidade

de Deus community techniques for the thorough utilization of food, which has helped bring down malnutrition levels in the

community. The Company also provides support to sports and citizenship initiatives through the "Via Vôlei" project in the Grande

Rio and Carioca shopping centers, which, through volleyball lessons, aids in the inclusion of children aged between 7 and 14 in

communities near the shopping malls by fostering community values such as equality, solidarity and the importance of teamwork

in becoming responsible citizens. The Company, which bets on sustainable development, has also implemented social and

environmental responsibility projects such as the "Lixo Zero - Transformando para preservar" ("Zero Trash – Transforming to

Preserve") project at Caxias Shopping, which is turning the mall into the first in southeast Brazil to obtain the "Zero Trash"

recognition. Today the mall has a waste treatment facility, which recycles water for reuse in toilets and gardening. The program

includes the sorting of trash into different categories for recycling and transformation into organic compost.

Market Arbitration Chamber

The Company is bound to the Market’s Chamber of Arbitration, in accordance with Article 38 of its Bylaws, as follows:

"Article 38 - The Company, its shareholders, managers and members of the Fiscal Council are required to solve, through arbitration,any and all disputes or controversies which may arise among them, connected to or arising from, specially, the application, validity,efficacy, interpretation, breach and its effects, of the provisions of the Brazilian Corporation Law, Company’s Bylaws, the rulesissued by the National Monetary Council, Central Bank of Brazil and CVM, as well as other rules applicable to the bond marketoperation generally, besides those provided for in the Novo Mercado Listing Regulation, Agreement of Participation in the NovoMercado listing segment and the Arbitration Regulation of the Market’s Arbitration Chamber."

3

Relationship with External Auditors

In compliance with CVM Instruction 381/03, we hereby inform that PricewaterhouseCoopers Auditores Independentes providedthe Company only audit services in the period ended March 31, 2017.

Reconciliation of the consolidated accounting and managerial financial statements

The Company’s reconciliation between accounting versus managerial financial information for the period ended March 31, 2017

and 2016 can be found below. The managerial information considers proportional consolidation of figures according to the

ownership interests in subsidiaries and businesses. This consolidation method was discontinued as of January 1, 2013, in accordance

with the adoption of CPC 18 and CPC 19.

Additionally, pursuant to Circular Letter CVM/SNC/SEP No. 01/2016, the sale of Boulevard Corporate Tower, office tower attachedto Boulevard Corporate Shopping, formalized in June 2014, was reclassified in accordance to Note 12 of the Company’s FinancialStatements, although formally and legally it is a sale ("Reclassification"). Therefore, the consolidated financial statements at March31, 2017 were adjusted to assess the transaction as an obligation and the consolidated financial statements at December 31, 2015were adjusted in the same manner, affecting the balance sheet, income statement, comprehensive income statement and cash flowstatement.Despite the above mentioned Reclassification, in order to present to the market and to the investors information suitable forcomparison with information disclosed by the Company in previous years and most appropriate for the understanding of theCompany and its financial situation, we present below managerial financial information that does not reflect this Reclassification.The Managerial financial information, as well as Company’s non-accounting information presented below, have not been reviewedby the independent auditors. Please refer to the consolidated financial statements of March 31, 2017 and March 31, 2016 for theanalysis of Company’s information presented in accordance with accounting practices adopted in Brazil.

4

Reconciliation of the consolidated and managerial financial statements – 2017

Conciliation between managerial financial information

vs financial statements

Period ended March 31, 2017

(amounts in thousands of reais)

Continued operations

Gross revenue from rental and services 135,106 - 14,837 149,943

Taxes and contributions and other deductions (14,593) - (531) (15,124)

Net revenues 120,513 - 14,307 134,820

Cost of rentals and services (31,144) - (15,079) (46,222)

Gross income 89,369 - (772) 88,597

Operating income/expenses (22,254) - 3,418 (18,836)

Sales, general and administrative expenses (25,338) - 8,684 (16,654)

Equity Income 8,225 - (8,225) -

Depreciation and Amortization (1,195) - (1) (1,196)

Other net operating income (expenses) (3,946) - 2,960 (986)

Financial income/(expenses) (50,835) 8,968 (1,291) (43,158)

Net income before taxes and social contributions 16,280 8,968 1,355 26,603

Income and social contribution taxes (5,100) (3,049) (1,220) (9,370)

Net income of continued operations in the period 11,180 5,919 134 17,233

Discontinued operations

Income from discontinued operations 3,285 (3,285) - -

Income attributable to:

Controlling Shareholders 12,126 2,634 - 14,761

Minority Shareholders 2,339 - 134 2,472

Net income in the period 14,465 2,634 134 17,233

Conciliation between EBITDA / Adjusted EBITDA


(amounts in thousands of reais, except percentages)

Net income for the period 14,465 2,634 134 17,233

(+) Depreciation and amortization 17,532 - 1,558 19,090

(+)/(-) Financial expenses / (income) 50,835 (8,968) 1,291 43,158

(+) Income and social contribution taxes 5,100 3,049 1,220 9,370

EBITDA* 87,932 (3,285) 4,204 88,851

EBITDA MARGIN % 73.0% 65.9%

(+)/(-) Non-recurring (expenses)/income 3,340 - (3,058) 282(+) Pre-operational expenses - - - -

(+)/(-) Others 3,340 - (3,058) 282

ADJUSTED EBITDA* 91,271 (3,285) 1,146 89,133

ADJUSTED EBITDA MARGIN % 75.7% 66.1%

Aliansce Consolidated

2017 - Financial Statements

Boulevard Corporate

TowerAdjustments


2017 - Managerial



Boulevard Corporate

TowerAdjustments


2017 - Managerial

Conciliation between FFO / Adjusted FFO


Net income for the period - Controlling shareholders 14,465 2,634 - 134 (2,472) 14,761

(+) Depretiation and amortization 17,532 - - 1,558 (558) 18,531- - - - -

(=) FFO * 31,997 2,634 - 1,692 (3,031) 33,292

FFO MARGIN % 26.6% 0 0 0 0 0

(+)/(-) Non recurring expenses 3,340 - - (3,058) - 282

(-) Straight line rent adjustments - CPC 06 (3,167) - - (441) 218 (3,390)

(+) Stock Options 86 - - - - 86(+)/(-) Non-cash taxes 1,660 1,357 - 327 (375) 2,969

(+) SWAP (732) - - - - (732)- - - - - -

(=) Adjusted FFO * 33,184 3,991 - (1,480) (3,187) 32,507

AFFO MARGIN % 27.5% 25.1%

* Non-accounting indicators

Minority Interest Adjustments

Aliansce

Consolidated 2017 -

@share


Aliansce

Consolidated 2017 -

Financial Statements

Boulevard

Corporate TowerEffect @share

5

Reconciliation of the consolidated and managerial financial statements – 2016

Conciliation between managerial financial information

vs financial statements


Gross revenue from rental and services 130,538 - 15,474 146,012

Taxes and contributions and other deductions (13,148) - (881) (14,028)-

Net revenues 117,390 - 14,594 131,984-

Cost of rentals and services (31,017) - (12,062) (43,079)-

Gross income 86,373 - 2,532 88,905-

Operating income/expenses (12,162) (2,716) (2,672) (17,550)

Sales, general and administrative expenses (25,977) - 7,157 (18,820)

Equity Income 9,642 - (9,642) 0

Depreciation and Amortization (1,143) - (1) (1,144)

Other operating income/(expenses) 5,316 (2,716) (186) 2,414

Financial income/(expenses) (69,758) 9,164 1,719 (58,875)

Net income before taxes and minority interest 4,453 6,448 1,579 12,480

Income and social contribution taxes (5,913) (2,192) (1,114) (9,219)

Net income/(loss) of continued operations in the period (1,460) 4,256 465 3,261

-


Controlling Shareholders (2,975) 4,256 - 1,280

Minority Shareholders 1,515 - 465 1,980

Net income for the period (1,460) 4,256 465 3,261

Conciliation between EBITDA / Adjusted EBITDA


Net income (1,460) 4,256 465 3,261

(+) Depreciation and amortization 16,892 - 1,550 18,442

(+)/(-) Financial expenses / (income) 69,758 (9,164) (1,719) 58,875

(+) Income and social contribution taxes 5,913 2,192 1,114 9,219

EBITDA* 91,103 (2,716) 1,411 89,797

EBITDA MARGIN % 77.6% 68.0%-

(+)/(-) Non-recurring (expenses)/income (3,499) 615 (92) (2,976)-

ADJUSTED EBITDA* 87,604 (2,102) 1,319 86,821

ADJUSTED EBITDA MARGIN % 74.6% 65.8%



Boulevard Corporate

Tower

Boulevard Corporate

Tower


AdjustmentsAliansce Consolidated

2016 - Managerial



2016 - Financial StatementsAdjustments


2016 - Managerial

Conciliation between FFO / Adjusted FFO


Net income for the period - Controlling shareholders (1,460) 4,256 - 465 (1,980) 1,280- -

(+) Depretiation and amortization 16,892 - - 1,550 (733) 17,709- - - - -

(=) FFO * 15,432 (2,714) 18,989

FFO MARGIN % 13.1% 0.0% 15.0%0 0 0 0 0

(+)/(-) Non recurring expenses (3,499) 615 - (92) (34) (3,010)

(-) Straight l ine rent adjustments - CPC 06 (5,871) - - (1,381) 542 (6,710)

(+) Stock Options 587 - - - - 587

(+)/(-) Non-cash taxes 1,517 2,192 - (19) (320) 3,369

(-) CPC 20 - Capitalized Interest (494) - - - - (494)

(+) SWAP 128 - - - - 1280 - - 0 0

(=) Adjusted FFO * 7,800 7,063 - 523 (2,527) 12,859

AFFO MARGIN % 6.6% 10.2%-

* Non-accounting indicators

Aliansce

Consolidated 2016 -

@share



2016 - Financial

Statements

Minority

InterestAdjustments

Boulevard

Corporate TowerEffect @share

6

Balance Sheet

03/31/2017 12/31/2016 03/31/2017 12/31/2016 03/31/2017 12/31/2016 03/31/2017 12/31/2016

ASSETS (amounts in thousands of reais)

Current

Cash and cash equivalents 20,778 21,226 - - 1,226 1,692 22,005 22,917

Short-term investments 598,018 481,981 - - 17,567 15,322 615,585 497,304

Real estate tax receivables - 72,888 - - - - - 72,888

Accounts receivable 73,902 93,937 - - 9,756 11,443 83,657 105,380

Dividends receivable 6,389 2,761 - - (6,389) (2,761) 0 0

Taxes recoverable 55,897 59,142 - - 394 397 56,291 59,539

Other receivables - -

Total 790,707 746,220 - - 23,728 28,176 814,436 758,028- -

Non-Current Assets held for sale 175,345 175,345 (175,345) (175,345) - - - -

Total Current Assets and non-current assets held for sale 966,052 921,565 (175,345) (175,345) 23,728 28,176 814,436 774,396

Non-Current

Judicial deposits 517 2,630 - - (38) (38) 479 2,592

Borrowings and other accounts receivable 27,862 27,900 - - 0 0 27,862 27,900

Values receivable

Other receivables 5,841 2,067 - - 3,154 2,791 8,995 4,859

Investments 414,313 418,717 - - (414,141) (418,544) 172 172

Investment property - Malls 3,236,623 3,221,183 - - 244,200 245,366 3,480,823 3,466,548

Property, plant and equipment 6,624 6,680 - - 3 3 6,627 6,683

Intangible assets 281,914 282,398 - - 105,023 105,030 386,936 387,428

Total Non-current Assets 3,985,855 3,975,330 - - (61,553) (66,940) 3,924,301 3,896,182

Total Assets 4,951,907 4,896,895 -175,345 -175,345 -37,825 -38,764 4,738,737 4,682,787

LIABILITIES

Current

Suppliers 25,234 12,908 - - 1,086 1,177 26,320 14,085

Loans and financing, real estate credit notes and debentures 206,986 222,177 - - (3,054) (3,051) 203,932 219,126

Taxes and contributions payable 30,790 24,612 (85) (85) 1,852 1,159 32,558 25,687

Dividends payable 2,739 1,926 - - 9 375 2,748 2,299

Obligations for purchase of assets 6,001 4,374 - - - - 6,001 4,374

Other liabilities 32,708 34,371 (1) - 346 (31) 33,055 34,343

Liabilities related to non-current assets held for sale 260,804 256,813 (260,804) (256,813) - - - -

Total Current Liabilities and liabilities related to non-current assets held for sale 565,262 557,181 (260,890) (256,898) 240 (370) 304,614 299,915

Non-Current

Loans and financing , real estate credit notes and debentures 1,723,887 1,686,020 - - (31,862) (32,262) 1,692,025 1,653,759

Taxes and contributions to collect 6,841 6,937 - - - - 6,841 6,937

Deferred income 21,839 24,619 - - 4,131 4,006 25,970 28,625

Derivative financial instruments 4,159 4,891 - - - - 4,159 4,891

Deferred income and social contribution tax 58,036 56,376 29,085 27,728 6,543 6,216 93,664 90,320

Obligations for purchase of assets 32,458 33,593 - - - - 32,458 33,593

Other liabilities 4,458 3,615 - - 729 729 5,187 4,344

Provision for contingencies 20,550 22,349 - - 3,399 3,404 23,948 25,752

Total Non-Current Liabilities 1,872,228 1,838,400 29,085 27,728 (17,060) (17,906) 1,884,251 1,848,220

Shareholders' Equity - -

Share Capital 2,013,854 2,013,854 - - - (0) 2,013,854 2,013,854

Expenditure on issuance of shares (44,431) (44,431) - - - - (44,431) (44,431)

Capital reserve 23,256 23,170 - - - - 23,256 23,170

Treasury shares (8,430) (8,430) - - - - (8,430) (8,430)

Revenue reserves 386,148 374,022 56,460 53,825 - - 442,610 427,847

Carrying value adjustments 46,246 46,246 - - - 0 46,246 46,246

Minority Interest 97,774 96,883 - - (21,005) (20,488) 76,768 76,3970 0

Total Shareholders' Equity 2,514,417 2,501,314 56,460 53,825 (21,005) (20,488) 2,549,872 2,534,6520 0

Total liabilities and shareholders' equity 4,951,907 4,896,895 (175,345) (175,345) (37,825) (38,764) 4,738,737 4,682,787


Managerial Balance Sheet

Aliansce Financial

Statements

Boulevard Corporate

TowerAdjustments

Aliansce Managerial

Consolidated

7

Cash Flow

Aliansce Financial

Statements

Boulevard Corporate

TowerAdjustments

Aliansce Managerial

Consolidated

03/31/2017 03/31/2017 03/31/2017 03/31/2017


Operating Activities

Net Profit for the period 12,126 2,634 1 14,761

Adjustments to net profit due to: - - - -

Straight line rent adjustment (3,167) - (441) (3,608)Depreciation and Amortization 17,500 - 1,558 19,058

Equity Income Gain (8,225) - 8,225 -

Provision (Reversal of provision) for doubtful accounts 8,771 - 1,860 10,631

Stock Option plan 86 - - 86

Provision for impairment loss on assets 59,739 - (1,297) 58,442

Fair value of financial derivatives instruments (732) - - (732)

Deferred income taxes and social contributions 1,660 1,357 327 3,344

87,758 3,991 10,233 101,982

Decrease (increase) in assets 82,585 - (205) 82,380Accounts receivable 14,431 - 267 14,698Other credits 64,434Taxes recoverable 3,245 - 3 3,248

- - - -Increase (decrease) in liabilities 6,753 (3,991) 1,760 4,522

Suppliers (1,881) - (91) (1,972)

Collectable taxes and contributions 8,204 - 1,352 9,556Obligation related to BH Corporate Tower (CTBH) 3,991 (3,991) - -Other obligations¹Deferred income (2,780) - 124 (2,656)

Taxes paid (17,500) - (1,432) (18,932)

Net Cash Used in Operating Activities 159,596 (0) 10,356 169,952

Investment Activities

Acquisition of fixed assets (155) - - (155)Acquisition of properties for investment - malls (17,243) - (384) (17,627)

Decrease (increase) in investments 10,704 - (9,884) 820

Decrease (increase) in securities (116,037) - (2,244) (118,281)

Increase of fixed assets (795) - (2) (797)

Net Cash Used in Investment Activities (123,526) - (12,514) (136,040)

Financing Activities

Interest payment loans and financing / real estate credit notes (73,378) - 1,711 (71,667)

Principal payment loans and financing / real estate credit notes (91,118) - (17) (91,135)

Interest payment of debentures (20,766) - - (20,766)

Principal payment of debentures (26,652) - - (26,652)

Payment of structuring cost - Debentures (4,604) - - (4,604)

Issuance of Debentures 180,000 - - 180,000

Net Cash Used in Financing Activities (36,518) - 1,694 (34,824)

Net cash and cash equivalent increase (reduction) (448) - (464) (912)

Cash and Cash Equivalents at the end of the Period 20,778 - 1,227 22,005

Cash and Cash Equivalents at the beginning of the Period 21,226 - 1,691 22,917

Net change in Cash and Cash Equivalents (448) - (464) (912)

Cash Flow Statement

8

Comparison of the consolidated financial statements and the managerial financialinformation for the periods ended March 31, 2017 and 2016:

Consolidated Financial Statements 1Q17 1Q161Q17/1Q16

Δ%

Continued operations

Gross revenue from rental and services 135,106 130,538 3.5%

Taxes and contributions and other deductions (14,593) (13,148) 11.0%

Net revenues 120,513 117,390 2.7%

Cost of rentals and services (31,144) (31,017) 0.4%

Gross income 89,369 86,373 3.5%

Operating income/(expenses) (22,254) (12,164) 82.9%

Sales, general and administrative expenses (25,338) (25,979) -2.5%

Equity income 8,225 9,642 -14.7%

Depreciation and Amortization expenses (1,195) (1,143) 4.6%

Other net income (expenses) (3,946) 5,316 n/a

Financial income/(expenses) (50,835) (69,757) -27.1%

Net income before taxes and social contributions 16,280 4,452 265.7%

Current income and social contribution taxes (5,132) (4,396) 16.8%

Deferred income and social contribution taxes 32 (1,516) n/a

Net income (loss) of continued operations in the period 11,180 (1,460) n/a

Discontinued Operations

Income from discontinued operations 3,285 - n/a

Income (loss) attributable to:

Controlling Shareholders 12,126 (2,975) n/a

Minority Shareholders 2,339 1,515 54.4%

Net income (loss) for the period 14,465 (1,460) n/a

NOI 1Q17 1Q161Q17/1Q16

Δ%

(Amounts in thousands of Reais, except percentages)

Gross revenue from rental and services 149,943 146,012 2.7%- -

Taxes and contributions and other deductions (15,124) (14,028) 7.8%- -

Net revenues 134,820 131,984 2.1%- -

Cost of rentals and services (46,222) (43,079) 7.3%- -

Gross income 88,597 88,905 -0.3%- -

Operating income/(expenses) (18,836) (17,550) 7.3%- -

Sales, general and administrative expenses (16,654) (18,820) -11.5%

Depreciation and Amortization expenses (1,196) (1,144) 4.6%

Other net income (expenses) (986) 2,414 n/a- -

Financial income/(expenses) (43,158) (58,875) -26.7%- -

Net income before taxes and social contributions 26,603 12,480 113.2%- -

Current income and social contribution taxes (6,026) (5,530) 9.0%- -

Deferred income and social contribution taxes (3,344) (3,689) -9.4%- -

Net income for the period 17,233 3,261 428.5%


Controlling Shareholders 14,761 1,280 n/a

Minority Shareholders 2,472 1,980 24.8%

Net income for the period 17,233 3,261 428.5%

(Amounts in thousands of Reais, except percentages)

9

Cash and Cash Equivalents and Indebtedness

The table below shows the reconciliation between consolidated net debt and managerial net debt in 4Q16. The decrease in net debt

was a result of the recognition of the Company’s share of the net effect of financing for Parque Shopping Belém and Parque

Shopping Maceió:

Debt breakdown - ConsolidatedFinancial Statements

1Q17Effects of CPC 18/19 Managerial 1Q17

Banks 1,006,559 (34,916) 971,643

CCI/CRI 403,448 - 403,448

Obligation for purchase of assets 38,459 - 38,459

Debentures 520,866 - 520,866

TOTAL DEBT 1,969,332 (34,916) 1,934,415

Cash and Cash Equivalents (618,796) (18,793) (637,590)

Sale of receivables (3,686) 1,843 (1,843)

TOTAL AVAILABLE (622,482) (16,950) (639,433)

NET DEBT 1,346,850 (51,867) 1,294,983


PricewaterhouseCoopers , Rua do Russel, 804 - Glória, Rio de Janeiro, RJ, Brasil 22210-010, Caixa Postal 949, Rio de Janeiro, RJ 20010-974T: (21) 3232-6112, www.pwc.com/br

2

Report on review of quarterly information

To the Board of Directors and StockholdersAliansce Shopping Centers S.A.

Introduction

We have reviewed the accompanying parent company and consolidated interim accountinginformation of Aliansce Shopping Centers S.A. ("Company"), included in the Quarterly InformationForm (ITR) for the quarter ended March 31, 2017, comprising the balance sheet at that date and thestatements of income, comprehensive income, changes in equity and cash flows for the for the quarterthen ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of the parent company and consolidated interimaccounting information in accordance with the accounting standard CPC 21, Interim FinancialReporting, of the Brazilian Accounting Pronouncements Committee (CPC) and InternationalAccounting Standard (IAS) 34, Interim Financial Reporting issued by the International AccountingStandards Board (IASB), as well as the presentation of this information in accordance with thestandards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of theQuarterly Information (ITR). Our responsibility is to express a conclusion on this interim accountinginformation based on our review.

Scope of review

We conducted our review in accordance with Brazilian and International Standards on Reviews ofInterim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed bythe Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial InformationPerformed by the Independent Auditor of the Entity, respectively). A review of interim informationconsists of making inquiries, primarily of persons responsible for financial and accounting matters,and applying analytical and other review procedures. A review is substantially less in scope than anaudit conducted in accordance with Brazilian and International Standards on Auditing andconsequently does not enable us to obtain assurance that we would become aware of all significantmatters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion on the interim information

Based on our review, nothing has come to our attention that causes us to believe that theaccompanying parent company and consolidated interim accounting information included in thequarterly information referred to above has not been prepared, in all material respects, in accordancewith CPC 21 and IAS 34 applicable to the preparation of the Quarterly Information, and presented inaccordance with the standards issued by the CVM.

Aliansce Shopping Centers S.A.

3

Other matters

Statements of value added

We have also reviewed the parent company and consolidated statements of value added for the quarterended March 31, 2017. These statements are the responsibility of the Company's management, and arerequired to be presented in accordance with standards issued by the CVM applicable to thepreparation of Quarterly Information (ITR) and are considered supplementary information underIFRS, which do not require the presentation of the statement of value added. These statements havebeen submitted to the same review procedures described above and, based on our review, nothing hascome to our attention that causes us to believe that they have not been prepared, in all materialrespects, in a manner consistent with the parent company and consolidated interim accountinginformation taken as a whole.

Rio de Janeiro, May 10, 2017

PricewaterhouseCoopersAuditores IndependentesCRC 2SP000160/O-5 "F" RJ

Maria Salete Garcia PinheiroAccountant CRC 1RJ048568/O-7


Balance sheetsAll amounts in thousands of reais unless otherwise stated

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Consolidated Parent Consolidated Parent

Assets 3/31/2017 12/31/2016 3/31/2017 12/31/2016 Liabilities 3/31/2017 12/31/2016 3/31/2017 12/31/2016

Current assets Current liabilities

Cash and cash equivalents 20,778 21,226 2,099 3,901 Trade payables 25,234 12,908 3,346 4,467

Short-term financial investments 598,018 481,981 485,508 360,129 Borrowings and financings CCI/CRIs and debentures 206,986 222,177 38,468 55,671

Amounts receivable - IPTU 72,888 Taxes and contributions payable 30,790 24,611 5,634 2,248

Trade receivables 73,902 93,937 10,348 13,750 Dividends payable 2,739 1,926

Dividends and interest on capital receivable 6,389 2,761 27,339 18,323 Obligations for purchase of assets 6,001 4,374

Taxes recoverable 55,897 59,142 39,468 37,113 Other obligations 32,708 34,372 10,521 6,534

Other credits 35,723 14,285 9,657 5,148

304,458 300,368 57,969 68,920

790,707 746,220 574,419 438,364

Non-current asset held for sale 175,345 175,345 Liability related to non-current assets held for sale 260,804 256,813 260,804 256,813

175,345 175,345 260,804 256,813 260,804 256,813

Non-current assets Non-current liabilities

Deferred income tax and social contribution 14,378 11,173

Judicial deposits 517 2,630 464 666 Borrowings and financings CCI/CRIs and debentures 1,723,887 1,686,020 609,246 537,530

Borrowings, loans and other trade receivables 27,862 27,900 17,406 15,572 Taxes and contributions payable 6,841 6.937 307 307

Amounts receivable 12,161 13,755 1,666 148 Deferred revenues 21,839 24,619 3,172 3,473

Other credits 5,841 2,067 34 60 Derivative financial instruments 4,159 4,891 4,159 4,891

Deferred income tax and social contribution 58,036 56,376

46,381 46,352 33,948 27,620 Obligations for purchase of assets 32,458 33,593

Other obligations 4,458 3,615 31,300 29,612

Provision for contingencies 20,550 22,349 2,792 2,792

Investments 414,313 418,717 2,546,135 2,621,570

Investment properties – commercial tower

Investment properties – shopping malls 3,236,623 3,221,183 216,679 205,916 1,872,228 1,838,400 650,976 578,605

Property and equipment in use 6,624 6,680 4,253 4,266

Intangible assets 281,914 282,398 10,958 11,034

Total liabilities 2,437,490 2,395,581 969,749 904,338

3.939,474 3,928,977 2,778,026 2,842,785

Equity

Share capital 2,013,854 2,013,854 2,013,854 2,013,854

Expenditure on issuance of shares (44,431) (44,431) (44,431) (44,431)

Capital reserve 23,256 23,170 23,256 23,170

Treasury shares (8,430) (8,430) (8,430) (8,430)

Revenue reserves 386,148 374,022 386,148 374,022

Carrying value adjustments 46,246 46,246 46,246 46,246

Equity attributable to owners of the parent 2,416,643 2,404,431 2,416,643 2,404,431

Non-controlling interests 97,774 96,883

Total equity 2,514,417 2,501,314 2,416,643 2,404,431

Total assets 4,951,907 4,896,895 3,386,392 3,308,769 Total liabilities and equity 4,951,907 4,896,895 3,386,392 3,308,769


Statements of operationsat March 31, 2017All amounts in thousands of reais unless otherwise stated

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Consolidated Parent

3/31/2017 3/31/2016 3/31/2017 3/31/2016Continuing operationsGross revenue from rentals and services 135,106 130,538 31,386 31,257

Taxes and contributions and otherdeductions (14,593) (13,148) (2,818) (2,357)

Net revenue from rentals and services 120,513 117,390 28,568 28,900

Cost of rentals and services (31,144) (31,017) (15,911) (16,145)Gross profit 89,369 86,373 12,657 12,755Income/(expenses)

Expenses with sales, administrative andgeneral (26,533) (27,122) (18,256) (19,474)Equity in the results of investees 8,225 9,642 32,118 24,353Other income (expenses), net (3,946) 5,319 (3,605) 3,952

(22,254) (12,161) 10,257 8,831

Finance resultFinance costs (70,682) (74,083) (28,345) (29,999)Finance income 19,847 4,325 14,353 2,263

(50,835) (69,758) (13,992) (27,736)

Profit (loss) before income tax and socialcontribution 16,280 4,454 8,922 (6,150)

Total income tax and socialcontribution (5,100) (5,913) 3,204 3,176Current income tax and social contribution (5,132) (4,396)Deferred income tax and social contribution 32 (1,517) 3,204 3,176

Profit (loss) for the quarter from continuingoperations 11,180 (1,459) 12,126 (2,974)

Discontinued operationsProfit for the quarter from discontinued operations 3,285 -

Profit (loss) for the quarter14,465 (1,459) 12,126 (2,974)

Profit (loss) attributable to:Controlling stockholders 12,126 (2,974) 12,126 (2,974)Non-controlling stockholders 2,339 1,515 - -

Profit (loss) for the quarter14,465 (1,459) 12,126 (2,974)

Result per share from continuing and discontinuing operations

attributable to owners of the parent during the quarter (in R$ pershare)

Basic earnings (loss) per share (in R$)From continuing operations 0.0438 (0.0184) 0.0438 (0.0184)From discontinued operations 0.0163 0.0163

0.0601 (0.0184) 0.0601 (0.0184)

Diluted earnings (loss) per share (in R$)From continuing operations 0.0430 (0.0180) 0.0430 (0.0180)From discontinued operations 0.0160 0.0160

0.0590 (0.0180) 0.0590 (0.0180)


Statements of comprehensive incomeat March 31, 2017All amounts in thousands of reais unless otherwise stated

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Consolidated Parent

3/31/2017 3/31/2016 3/31/2017 3/31/2016

Profit (loss) for the quarter 14,465 (1,459) 12,126 (2,974)Other comprehensive income:

Total comprehensive income 14,465 (1,459) 12,126 (2,974)


Statements of changes in equityat March 31, 2017All amounts in thousands of reais unless otherwise stated

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Sharecapital

Capitalreserve

Expenditureon issuance

of sharesLegal

reserve

Unrealizedprofit

reserveProfit

retention

Carryingvalue

adjustmentsRetainedearnings

Treasuryshares Total

Non-controlling

interest Total

At January 1, 2016 1,413,854 20,999 (43,714) 34,036 49,403 308,349 45,282 (8,430) 1,819,779 92,556 1,912,335

Loss for the quarter (2,974) (2,974) 1,515 (1,459)

Transactions with stockholders recordeddirecty in equity:

Stock options granted 587 587 587

587 (2,387) 1,515 (872)

Transactions with non-controlling interest recordeddirectly in equity:

(1,591) (1,591)

At March 31, 2016 1,413,854 21,586 (43,714) 34,036 49,403 308,349 45,282 (2,974) (8,430) 1,817,392 92,480 1,909,872

Sharecapital

Capitalreserve

Expenditureon issuance

of sharesLegal

reserve

Unrealizedprofit

reserveProfit

retention

Carryingvalue

adjustmentRetainedearnings

Treasuryshares Total

Non-controlling

interest Total

At January 1, 2017 2,013,854 23,170 (44,432) 34,036 49,403 290,583 46,246 (8,430) 2,404,430 96,883 2,501,313

Profit for the quarter 12,126 12,126 2,339 14,465

Transaction woth stockholders recorded directly in equity:

Stock options granted 86 86 86

86 86 86

Transactions with non-controlling interest recorded directlyin equity: (1,448) (1,448)

At March 31, 2017 2,013,854 22,256 (44,432) 34,036 49,403 290,583 46,246 12,126 (8,430) 2,416,642 97,774 2,514,416


Statements of cash flowsat March 31, 2017All amounts in thousands of reais unless otherwise stated

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Consolidated Parent

3/31/2017 3/31/2016 3/31/2017 3/31/2016Operating activities

Profit for the quarter attributable to the stockholders of theParent 12,126 (2,975) 12,126 (2,975)Adjustments to profit (loss) arising from:Straight-line rent (3,167) (5,871) (250) (404)Depreciation and amortization 17,500 16,926 2,703 2,609Gain on equity in subsidiaries (8,225) (9,642) (32,118) (24,353)Constitution (reversal) of provision for impairment of tradereceivables 8,771 7,219 1,516 781Shared-based compensation 86 587 86 587Interest/indexation charges on financial transactions 59,739 62,842 18,939 19,153Earn Out Acapurana (5,000) (5,000)Fair value of derivative financial instruments (732) 128 (732) 128Deferred income tax and social contribution 1,660 1,516 (3,204) (3,175)

87,757 65,730 (934) (12,649)

Decrease (increase) in assetsTrade receivables 14,431 7,987 2,136 1,736Other credits 64,909 (2,260) (3,945) (2,247)Taxes recoverable 3,245 4,878 (1,372) (758)

82,585 10,605 (3,181) (1,269)

Increase (decrease) in liabilitiesTrade payables (1,881) (6,130) (1,121) (4,376)Taxes and contributions payable 8,204 7,651 987 396Obligations related to commercial tower 3,990 6,847 3,990 6,847Other obligations (780) 3,775 5,677 166Deferred revenues (2,780) (1,801) (301) 139

6,752 10,342 9,232 3,172

Paid taxes (17,500) (18,748) (1,289) (660)Dividends and interest on capital received 28,443 9,950

Net cash provided by (used in) operating activities 159,595 67,929 32,271 (1,456)

Investments activitiesAcquisition of investment property – commercial (400)Acquisition of property and equipment (155) (32) (190) (33)Acquisition investment property – shopping malls (17,243) (13,059) (10,764) (6,706)Decrease (increase) in investments 10,704 9,534 67,546 (689)Decrease (increase) in marketable securities (116,037) 27,531 (125,380) 31,780Payment of obligations for purchase of assets (3,818)Increase in intangible assets (795) (585) (860) (619)

Net cash provided by (used in) investing activities (123,525) 19,171 (69,647) 23,733

Financing activitiesPayment of interest on borrowings and real estate credit notes (73,378) (46,086) (32,379) (7,930)Payment of principal of borrowings and real estate credit notes (91,118) (31,593) (60,024) (4,707)Payment of interest on debentures (20,766) (9,126) (20,766) (9,126)Payment of principal of debentures (26,652) (26,652)Payment of cost organization - debentures (4,604) (4,604)Issuance of debentures 180,000 180,000

Net cash provided by (used in) financing activities (36,518) (86,805) 35,574 (21,763)

Net increase (decrease) in cash and cash equivalents (449) 295 (1,802) 514

Cash and cash equivalents at the end of the year 20,778 15,720 2,099 2,740Cash and cash equivalents at the beginning of the year 21,226 15,425 3,901 2,226

Net increase (decrease) in cash and cash equivalents (448) 295 (1,802) 514


Statements of value addedat March 31, 2017All amounts in thousands of reais unless otherwise stated

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Consolidated Parent

3/31/2017 3/31/2016 3/31/2017 3/31/2016

RevenueGross revenue from rentals and services 131,343 128,181 30,837 31,094Provision for impairment of trade receivables (8,771) (7,219) (1,516) (781)Other income 10,494 13,359 3 4,998

133,066 134,321 29,325 35,311

Inputs acquired from third parties

Cost of rentals and services (14,839) (15,296) (14,346) (14,628)Materials, energy, outsourced services and otheroperating costs (12,569) (11,652) (5,985) (3,802)

(27,408) (26,948) (20,331) (18,430)

Gross value added generated by the Company 105,658 107,373 8,994 16,881

Retentions

Depreciation and amortization (17,500) (16,864) (2,703) (2,609)

Net value added generated by the Company 88,158 90,509 6,291 14,272

Value added received through transferEquity in the result of investees 8,225 9,642 32,118 24,353Finance income 19,847 4,325 14,353 2,263

28,073 13,967 46,471 26,616

Total value added distributed 116,231 104,476 52,763 40,888

Distribution of value addedEmployees 13,085 14,755 12,916 14,552Salaries and social charges 10,587 11,366 10,419 11,163Executive officers’ fees 2,099 2,348 2,099 2,348Employee profit sharing 398 1,041 398 1,041

Taxes 17,671 16,801 (899) (943)Federal 15,548 14,778 (1,643) (1,702)Municipal 2,123 2,023 744 759

Creditors 71,010 74,380 28,619 30,254Interest and other finance costs 70,682 74,082 28,345 29,999Rentals 328 298 273 255

Remuneration of own capital 14,465 (1,460) 12,126 (2,975)Retained earnings (accumulated deficit) 12,126 (2,975) 12,126 (2,975)Non-controlling interests in retained earnings 2,339 1,515

116,231 104,476 52,762 40,888


Notes to the quarterly informationat March 31, 2017All amounts in thousands of reais unless otherwise stated

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1 Operations

Aliansce Shopping Centers S.A. Aliansce Shopping Centers S.A. ("Aliansce" or "Parent"),headquartered at Rua Dias Ferreira, 190 - 3º andar, Leblon, Rio de Janeiro, Brazil, is controlled by agroup of shareholders who jointly hold shares representing 49.93% of total voting capital. As a resultof the 5th Addendum to and Consolidation of Stockholders’ Agreement signed on December 13,2013, Canada Pension Plan Investment Board ("CPPIB"), on the one hand, and Renato FeitosaRique, Rique Empreendimentos e Participações S.A., RFR Empreendimentos e Participações S.A.and Fundo de Investimento em Participações Bali (companies directly or indirectly controlled byRenato Feitosa Rique), Henrique C. Cordeiro Guerra Neto and Delcio Lages Mendes, jointly, on theother hand, share the control of the Company.

The Company’s main activity is investing, directly or indirectly, in commercial centers, shoppingmalls and similar ventures, and in other companies as a partner or stockholder, as well as renderingcommercial advisory services, management of shopping malls and condominiums in general. TheCompany and its subsidiaries, joint ventures and associates are hereinafter collectively referred to asthe "Group".

2 Statutory events, acquisitions, funding and other events occurred on the quartersended March 31, 2017 and 2016

(a) Acquisitions, disposals and exchanges and other events relating to investments

Niad Administração Ltda.

On January 2016, Niad Administração Ltda. ("Niad") had its whole net assets spun off andincorporated by Aliansce Shopping Centers S.A.. In the same month, Niad was closed.

(b) Borrowings and funding


On January 2017, it was signed the first addition to the private instrument of deed of the 2nd privateissuance of simple debentures, non-convertible into unsecured shares, with additional realguarantee, of the Company for: (i) the change of the maturity of the debentures from January 31,2024 to January 15, 2024; (ii) change of schedule of the payment of the debentures, thecompensatory interest being annually paid on January 15 of each year and the last on the maturitydate; (iii) inclusion of the possibility of facultative partial amortization and change in the way ofcalculation of the amount that will take into account the holders of debentures when the facultativeredemption and inclusion of the proportional release mechanism of the Guarantees of theDebentures, in the case of partial amortization. On the same month, the partial facultativeanticipated amortization of the debentures was carried out, in the amount of R$30,000 (equivalentto 27.65% of the updated unit nominal amount of the debentures), with proportional release of theguarantees.

On February 2017, the total facultative amortization of the non-amortized balance of the Real EstateFinancing signed on September 15, 2009 and amended on March 3, 2011, which backed up the 55thSeries of the 1st Issuance of Certificates of Real Estate Receivables of RB Capital Securitizadora S.A.,with consequent release of the fiduciary assignment in existing guarantee on the fraction of 33.07%and total release of the fiduciary assignment existing on the fraction of 33.07% of the total creditrights of Bangu Shopping.



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On March 2017, the debentures of the 5th Issuance of Simple Debentures, non-convertible into shares,in sole series, of the unsecured type, were subscribed, to be converted into real guarantee, for privateplacement of the Company, signed on January 2017, in the total amount of R$ 180,000, for theconstruction, purchase, sale, expansion, maintenance and development of real estate ventures. Thedebentures will be amortized in a single installment due May 30, 2022 and will take into account thecompensatory interest on the debt balance of the unit nominal amount of the debentures,corresponding to 99% of the CDI, to be monthly paid, being the first payment on April 28, 2017 andthe last on May 30, 2022. The guarantees are fiduciary assignment of 37.93% of the credit rights ofBangu Shopping and fiduciary assignment of 37.93% of Bangu Shopping. This operation backed upthe 145th Series of the 1st Issuance of Certificates of Real Estate Receivables of RB Capital Companhiade Securitização (Note 15).

3 Summary of significant accounting policies

In elaborating the quarterly information, the accounting practices and calculation methodsadopted are the same when compared to the practices and methods described in Note 3of the financial statements for December 31, 2016, published on the Official Gazette of the State ofRio de Janeiro on March 28, 2017.

3.1 Preparation basis

The quarterly information has been prepared under the historical cost convention, as modified forfinancial assets and financial liabilities (including derivative instruments) measured at fair value.

The preparation of quarterly information requires the use of certain critical accounting estimates. Italso requires management to exercise its judgment in the process of applying the Group's accountingpolicies.

The conclusion of these financial statements was authorized by the Board of Directors on May 10,2017.

3.2 Parent company and consolidated quarterly information

The parent company quarterly information was prepared and is being presented in accordance withthe Technical Pronouncement CPC 21 (R1) - Interim Statement and the consolidated interimfinancial information pursuant to Technical Pronouncement CPC 21 (R1) and the internationalaccounting standard IAS 34 - Interim Financial Reporting, issued by the InternationalAccounting Standards Board (IASB), as well as presenting such information in accordance with therules issued by the Brazilian Securities Commission (CVM), applicable to the preparation ofQuarterly Information (ITR) and they evidence all the material information presented in quarterlyinformation, and only it, which are consistent with that used by management.

However, there is no difference between the consolidated equity and profit or loss and the equity andprofit or loss presented in the parent company quarterly information. Accordingly, the consolidatedand parent company interim information is being presented as a sole set of quarterly information.

The presentation of the parent company and consolidated statements of value added is required bythe Brazilian corporate legislation and the accounting practices adopted in Brazil for listedcompanies, while it is not required by IFRS. Therefore, under the IFRS, the presentation of suchinformation is considered supplementary information.



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4 Financial risk management

The Company may be exposed to the following risks according to its activity:

Credit risk; Liquidity risk; Market risk; Operating risk.

The Note presents information on the Company's exposure to the above-mentioned risks, theCompany's goals, risk management policies, and the Company's capital management. Additionalquantitative disclosures are included throughout these financial statements.

Credit risk

The Company's credit risk is characterized by the non-performance by a customer or counterparty ina financial instrument of their contractual obligations. The Company's operations consist of theleasing of commercial spaces and management of shopping mall. The lease contracts are regulatedby the Lease Law. The customer portfolio is diversified and is constantly monitored with theobjective of reducing losses due to default. Leases may feature a guarantor, which mitigates theCompany's credit risk.

Accounts receivable from rent and other receivables are related mainly to the storeowners of theshopping mall in which the Company has an interest. The Company establishes a provision forimpairment that represents its estimate of losses incurred in relation to trade receivables and otherreceivables and investments.

The Company monitors its receivables portfolio periodically. Its lease activity has specific rules inrelation to default, the department of operations and the legal department are active in thenegotiations with debtors. The retail location of the shopping malls when taken back or returned isimmediately renegotiated with another storeowner.

The measure adopted to mitigate the credit risk is always to maintain a good quality of storeownersin the shopping malls and an active commercial area for an immediate filling of any potentialvacancy in the venture.

Parking revenues and service revenues represent very low credit risk.

Management considers that maximum exposure to credit risk of its financial assets is represented bythe accounts receivable recorded in the balance sheet of the Company. Credit risk of its customers isestimated and disclosed in Note 8. All cash and cash equivalents are invested in financial institutionsthat meet the minimum rating threshold assigned by the largest global rating firms (Moody's, Austin,S&P's, Fitch) and therefore the Company does not consider such instruments as having significantcredit risk.

Liquidity risk

Investment decisions are made in light of their impact on the long-term cash flow (60/120 months).The Company's guideline is to work with assumptions of minimum cash balances, which varyaccording to the schedule of investments, and of financial coverage of our obligations, where theprojected cash generation has to surpass the contracted obligations (financing, construction works,acquisitions), thus mitigating the refinancing risk of debts and obligations. To finance buildingsunder construction, the Company seeks to structure long-term operations in the financial market,with a grace period to align them with expected cash generation.



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The contractual maturities of financial liabilities, including the estimated interest payment andexcluding, if any, the impact of the negotiation of currencies by net position, are as follows.

Consolidated

Contractual

Amount cash 6 months 6-12 1-2 2-5 Over 5March 31, 2017 amount flow or less months years years years Undetermined

Non-derivative financialliabilitiesBorrowings and financings 1,006,558 1,590,728 86,136 89,710 179,601 532,646 702,635Trade payables 25,234 25,234 25,234Obligations for purchase of

assets 38,459 29,523 2,514 6,409 20,600Debentures 520,867 799,496 21,084 53,714 51,448 261,307 411,943Real estate credit note (CCIs) 403,448 593,845 58,386 59,001 95,738 195,520 185,200Liabilities related to non-current assets held for sale 260,804 290,469 290,469

Derivative financial liabilitiesSwap (CRI) 4,159 4,548 1,558 1,511 1,479

2,259,529 3,333,843 485,381 210,345 348,866 989,473 1,299,778

Consolidated

Contractual

Amount cash 6 months 6-12 1-2 2-5 Over 5December 31, 2016 amount flow or less months years years years Undetermined

Non-derivative financialliabilitiesBorrowings and financings 1,022,281 1,655,344 91,782 84,384 180,910 549,755 748,513Trade payables 12,908 12,908 12,908Obligations for purchase of

assets37,967 27,938 15 2,500 4,251 21,172

Debentures 381,335 618,528 23,457 42,516 41,368 225,620 285,567Real estate credit note (CCIs) 504,581 758,305 68,281 67,057 122,759 269,648 230,560Liabilities related to non-current assets held for sale

256,813 278,043 278,043


2,220,776 3,356,578 475,940 198,097 351,706 1,066,195 1,264,640

Parent

ContractualAmount cash 6 months 6-12 1-2 2-5 Over 5

March 31, 2017 amount flow or less months years years 5 years

Non-derivative financial liabilitiesBorrowings and financings 126,847 229,953 8,798 8,761 17,067 56,311 139,016Trade payables 3,346 3,346 3,346Debentures 520,867 799,496 21,084 53,714 51,448 261,307 411,943Real estate credit note (CCIs)Liabilities related to non-current asset held for sale 260,804 290,469 290,469


916,023 1,327,812 325,255 63,986 69,994 317,618 550,959



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Parent

ContractualAmount cash 6 months 6-12 1-2 2-5 Over 5

December 31, 2016 amount flow or less months years years 5 years

Non-derivative financial liabilitiesBorrowings and financings 127,414 236,802 8,760 8,822 16,880 56,547 145,793Trade payables 4,467 4,467 4,467Debentures 381,335 618,528 23,457 42,516 41,368 225,620 285,567Real estate credit note (CCIs) 84,452 125,308 8,715 8,380 18,255 59,721 30,237Liabilities related to non-current asset held for sale 256,813 278,043 278,043


859,372 1,268,660 324,896 61,358 78,921 341,888 461,597

Market risk

In common with other retail businesses, the Company is exposed to inflation risk, since this appliespressure on disposable incomes thus reducing consumption in the retail market. Different levels ofinflation are used in the projection models used for determination of strategies, in order to establishscenarios for the Company's development.

Another risk to which the Company is exposed is the risk of increase of interest rates and of priceindices, as the Company raise funds indexed to them. However, in order to mitigate this effect overthe medium and long term, whenever possible, the Company opts for low volatility indices to be ableto estimate its future outlays more accurately.

The market risk is divided into: foreign exchange rate, interest rate and fair value risks.

Foreign exchange rate risk

The Company is not subject to foreign exchange risks as all of its collection and paymenttransactions are carried out in Brazilian currency. Furthermore, the Company does not have assetsand liabilities subject to foreign currency fluctuations.

Interest rate risk

The Company accounts for financial assets at fair value through profit or loss and also has a swapderivative financial asset whose transaction originates from the CRI operation that the Companyentered into with the subsidiary Nibal, on which the proceeds were R$ 200,000.The analysis of the Company's net exposure to the interest rate risk is as follows:

Carrying amount

Consolidated Parent

March 31,2017

December 31,2016

March 31,2017

December 31,2016

Interest ratefinancial

instrumentsFinancial assets 598,018 481,981 485,508 360,129Financial liabilities (2,255,370) (2,215,885) (911,864) (854,481)

(1,657,352) (1,733,904) (426,356) (494,352)



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Carrying amount

Consolidated Parent

March 31,2017

December 31,2016

March 31,2017

December 31,2016

Interest ratefinancial

instrumentsFinancial liabilities (4,159) (4,891) (4,159) (4,891)

(4,159) (4,891) (4,159) (4,891)

Sensitivity analysis of interest rates

CVM Instruction No, 475 sets forth that publicly-held companies, in addition to the provisions ofCPC 40 regarding Financial Instruments: Recognition, Measurement and Disclosures, shall disclosea sensitivity analysis for any market risks deemed as significant by management, arising fromfinancial instruments, to which the Company is exposed at the end of each period, including all thetransactions with derivative financial instruments.

Financial assets

The financial assets are concentrated in floating-rate investments subject to the variation of the CDI.These assets are invested in investment funds with the above-mentioned characteristic.

Financial assets and liabilities(type of risk exposure)

For calculation of the sensibility analysis, the annual projection of the risk variables was carried outbased on the market rate projection, which the Brazilian Central Bank makes available. The probablescenario is that scenario worked by Management and can be understood as the estimated balance ofthe borrowings, financings CCIs and Debentures at the end of the current year. An adverse change of25% and 50% in the respective risk variables were considered in Scenarios II and III according to theguidelines of CVM Instruction 475. Management does not apply a sensitivity analysis to the TR riskvariation since it understands that this variable is neither volatile nor significantly sensitive tochanging interest rates and any potential changes of 25% and 50% in this rate do not have a materialimpact on the fair value of the Company's debts tied to TR.

The tables below show the sensitivity analysis of the Company's Management and the cash effect oftransactions outstanding at March 31, 2017, as well as the amounts of indexes used in the forecasts.



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Consolidated

Risk Amount Scenario I Scenario ScenarioTransaction variable amount (probable) II (+25%) III (+50%)

CDIIncrease of

CDI (358,714) (357,762) (358,254) (358,745)IPCA Alta IPCA (149,472) (153,796) (154,952) (156,115)

IGP-DIIncrease of

IGP-DI (94,169) (90,649) (91,348) (92,053)

Swap (CRI)Increase of

TR (4,159) (4,159) (4,169) (4,178)

Finance costs at December 31, 2017 (41,432)

Impact in equity and result (7,623) (15,255)

Parent

Risk Amount Scenario I Scenario Scenario

Transaction variable amount(probable

) II (+25%) III (+50%)

CDIIncrease of

CDI (358,714) (357,762) (358,254) (358,745)

IPCAIncrease of

IPCA (149,472) (153,796) (154,952) (156,115)

Swap (CRI)Increase of

TR (4,159) (4,159) (4,169) (4,178)

Finance costs at December 31, 2017 (33,582)

Impact in equity and result (6,883) (13,770)

2017

Index

Scenario I(probable

)

ScenarioII (+

+25%)

ScenarioII (+

+50%)

IPCA 4.09% 5.11% 6.14%CDI 8.50% 10.63% 12.75%TJLP 7.00% 8.75% 10.50%IGP-DI 4.37% 5.46% 6.56%

For each scenario, a gross finance cost was calculated, not taking into account the levy of taxes andthe maturity flow of each agreement programmed to 2017. The base date used was March 31, 2017,projecting the indexes up to December 31, 2017 and verifying their sensibility in each scenario in thecurrent year.

There are no material changes in the equity position of the financial liabilities in the differentscenarios shown above, because a great part of the interest is provided for and paid within the sameyear. However, the Company understands that an increase in the interest rate, in the indexers or inboth may give rise to a material increase in the finance costs, causing a negative impact in theCompany’s finance result.



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Determination of the fair value

Management's understanding is that financial assets and liabilities not presented in this Note arestated at book value, which approximates their fair value.

The fair values of the financial assets and liabilities, together with the carrying values presented inthe balance sheet, are as follows:

Consolidated

March 31, 2017 December 31, 2016

Carryingamount Fair value


Financial assets at fair valuethrough profit or loss 598,018 598,018 481,981 481,981

598,018 598,018 481,981 481,981

Assets (liabilities) measuredat fair value

Swaps (4,159) (4,159) (4,891) (4,891)

(4,159) (4,159) (4,891) (4,891)

Consolidated




Liabilities at amortized cost

Secured bank loans

Institution CompaniesCCI - R$ 200,000 Nibal 52,978 52,978 61,822 61,106CCI - R$ 150,000 Belém 140,518 148,947 146,398 143,827CCI RB Capital II Parent 86,696 83,823CCI - Gaia Sec, Tarsila 94,169 102,010 95,132 93,759CCI – RB Capital Altar 119,981 127,687 121,561 112,289Bradesco BH 84,640 87,877 87,766 85,846Itaú CDG 20,636 20,771 21,763 20,816

Bradesco

NorteShoppingBelém 152,848 154,212 156,078 144,371

BradescoVérticoBauru 124,035 126,407 125,646 115,374

Bradesco Cezanne 196,917 197,032 198,942 178,799Bradesco Dali 148,514 149,807 149,900 134,505Santander II Parent 55,257 55,110 56,287 51,198Bradesco Tissiano 115,527 111,347 116,680 100,634Debentures II Parent 25,048 24,339 25,051 24,879Bradesco Bazille 28,070 28,127 29,211 27,588Itaú BBA II CDG 28,746 27,012 29,672 27,160Debentures III Parent 79,811 87,522 115,499 105,003

ItaúAliansce(Taboão) 77,763 74,547 77,439 63,215

Obligations related tocommercial tower Parent 260,804 278,476 256,813 238,110

Debentures IV Parent 75,299 82,031 75,333 65,424Debentures V Parent 103,010 103,278 102,889 87,926Debentures VI Parent 69,661 71,888 70,711 64,759Debentures III Parent 180,405 180,405

Total 2,234,637 2,291,810 2,207,289 2,030,411



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Parent




Financial assets at fair valuethrough profit or loss 485,508 485,508 360,129 360,129

485,508 485,508 360,129 360,129Assets (liabilities) measured at fair value

Swaps (4,159) (4,159) (4,891) (4,891)

(4,159) (4,159) (4,891) (4,891)

Liabilities at amortized cost

Bank loans 126,847 129,657 127,414 114,413

Debentures 520,867 549,463 381,335 347,991

CRIs 84,452 83,823

Obligations related to investmentproperties - commercial tower 260,804 278,476 256,813 238,110

908,545 957,596 850,014 784,337

Fair value hierarchy

The table below classifies financial instruments carried at fair value, by valuation method.

The different levels have been defined as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the assetor liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the asset or liability that are not based on observable market data (that is,unobservable inputs).

ConsolidatedLevel 1 Level 2 Total

March 31, 2017Financial assets at fair value through profit or loss 70,078 527,940 598,018(-) Derivative financial liabilities (4,159) (4,159)

70,078 523,781 593,859

December 31, 2016Financial assets at fair value through profit or loss 69,892 412,089 481,981(-) Derivative financial liabilities (4,891) (4,891)

69,892 407,198 477,090



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Parent

Level 1 Level 2 Total

March 31, 2017Financial assets at fair value through profit or loss 40,741 444,767 485,508(-) Derivative financial liabilities (4,159) (4,159)

40,741 440,608 481,349

December 31, 2016Financial assets at fair value through profit or loss 47,886 312,243 360,129(-) Derivative financial liabilities (4,891) (4,891)

47,886 307,352 355,238

There was no transfer among Levels 1, 2 and 3 during the quarter ended March 31, 2017.

At March 31, 2017 and December 31, 2016, the Company had no Level 3 financial instruments.

Criteria, assumptions and limitations usedin the calculation of fair value

The estimated fair values of the financial instruments assets and liabilities of the Company and itssubsidiaries were calculated as described below. The Company and its subsidiaries do not operate inthe derivatives market and there are no derivative financial instruments recorded at March 31, 2017,except for the swap transaction tied to the CCI transaction and Debentures (Note 15).

Cash and cash equivalents and short-terminvestments

Bank accounts have their fair values identical to the carrying amounts.

Bank Certificates of Deposit (CDB), debentures and repurchase agreements - stated at fair valuebased on the probable realizable value.For other short-term investments, the fair value was calculated based on the market quotations ofthese securities; when there were no quotations, they were based on the future cash flows discountedat the average interest rates available.

Trade receivables and borrowings and financings

Financings and trade receivables have fair values similar to the carrying amounts.

Derivative financial instruments

The fair values of swap instruments were obtained through the difference between the futurepayment flows of rates in each position and then the resulting flow was discounted at the forecastannual rate of SELIC, released by the Central Bank of Brazil. In the TR x Fixed-rate swap, at one endthere is TR+10.8% and at the other end 13% and management used the forecast of the future TRusing the formula set forth in the National Monetary Council Resolution 3,446 of March 5, 2007.

Limitations

The market values were estimates at the balance date, based on the "market material information".



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The changes in the assumptions may significantly affect the presented estimates.

The estimated fair value for the derivative financial instrument contracted by the Company'ssubsidiary was determined by use of information available in the market and specific valuationmethodologies. However, considerable judgment was required in the interpretation of the marketdata to estimate the fair value of each operation.

The Company made an assessment of the financial transactions in order to define the fair value ofthe swap transaction between Aliansce and its subsidiary Nibal that was assigned to CIBRASEC andthe swap tied to debentures issued by Itaú. At March 31, 2017 and December 31, 2016, thetransactions are recorded at fair value and gains and losses for the period were recorded in thestatement of operations.

Operating risk

As the Company's revenue is directly related to the Company's ability to lease the retail spaces of itsreal estate ventures, management periodically monitors its operating conditions in order toanticipate possible impacts. For this purpose, in the maintenance of its ventures and in newdevelopments and expansions, specialized companies with widely known operational qualificationare engaged to keep track of the physical and financial schedule and performance of constructionworks and improvements in order to ensure the fulfillment of the approved budget. Nevertheless, thesale of the retail spaces is made by a team from the Company in order to ensure negotiations withstoreowners that are aligned with the marketing and mix strategy of the shopping malls.

Risks are reviewed monthly by the operations and financial management areas that generatemonitoring reports. If situations of deviation are identified, reviews of the Company's strategies aresubmitted for approval by the Executive Board for deployment.

The Executive Board keeps track of the performance of the shopping malls in operation and underdevelopment, based on a budget approved annually. This system allows the monitoring and priorvalidation of outlays in relation to the budget as well as the financial and operating performance ofinvestments, in the same way as the growth of liquidity is monitored with a focus on the short andlong-terms.

Capital management

Financial Management, as well as the other areas, seeks a balance between profitability in relation tothe risk incurred, so as not to expose its assets or suffer with sudden price or market fluctuations.Aiming at healthy capital management, the Company has the policy of preserving liquidity with theclose monitoring of the short and long-term cash flow.

There has been no alteration in the Company's capital management policy in relation to previousperiods and the Company and its subsidiaries and jointly-controlled entities are not subject toexternal capital requirements imposed.

The net debt and equity relation is as follows:

Consolidated

March 31,2017

December 31,2016

Borrowings and financings 1,006,558 1,022,281Real estate credit note 403,448 504,581



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Consolidated

March 31,2017

December 31,2016

Obligations for purchase of assets 38,459 37,967Debentures 520,867 381,335Obligations related to non-current asset held for sale- tower 260,804 256,813

Total 2,230,136 2,202,977

(-) Cash and cash equivalents (20,778) (21,226)(-)Short-term investments (598,018) (481,981)

Net debt (A) 1,611,340 1,699,770

Total equity (B) 2,514,417 2,501,314

Net debt/adjusted equity ratio (A/B) 64.08% 67.95%

5 Segment reporting

Segment reporting is presented as: (i) shopping mall activities, divided up into rent and parking; and(ii) rendering of services.

For management purposes, Aliansce is divided into business units, based on the shopping malloperation and the rendering of services. The operating segments to be reported are established asfollows:

Shopping mall: comprises the activities that are associated with the shopping mall business andwas subdivided due to the peculiarity and nature of these operations into:

Rent - refers to the operating leases of the shopping malls classified as investment property bythe Company. It is important to note that the segment includes rent, assignment of right touse and transfer fee revenue;

Parking lot - refers to the operation of the parking lot of the shopping mall.

Rendering of services - involves the trading, rental and condominium management anddevelopment/planning services carried out in shopping malls owned by the Company and thirdparties.

There are no assets allocated to the Company's service activities.

The Company's management monitors the operating results of its business units in a segregatedmanner in order to make decisions on the allocation of resources and better use of their sources. Theperformance of each segment is measured based on the gross result of its consolidated financialstatements. Some income and expenses (finance income, finance cost, general and administrativeexpenses, income tax and social contribution), as well as assets and liabilities, are not subject toanalysis by operating segment, since management believes that the items not considered in theanalysis are indivisible, with corporate and less relevant characteristics for decision making, asregards the operating segments defined here. Revenues and costs among subsidiaries are eliminatedupon consolidation.



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Consolidated

March 31, 2017 March 31, 2016

Item Rent Parking Services Total Rent Parking Services Total

Net revenue (1) 87,445 21,643 11,425 120,513 84,952 20,289 12,149 117,390Cost (25,097) (4,742) (1,305) (31,144) (24,942) (4,326) (1,749) (31,017)

Gross profit 62,348 16,901 10,120 89,369 60,010 15,963 10,400 86,373

(1) Net of taxes on revenue (Social Integration Program (PIS), Social Contribution on Revenue(COFINS) and Service Tax (ISS)), discounts and cancellations.

6 Cash and cash equivalents

Consolidated Parent

March 31,2017

December 31,2016

March 31,2017

December 31,2016

Bank accounts 20,778 21,226 2,099 3,901

The Company includes in "Cash and cash equivalents" cash on hand and deposits with banks incurrent accounts.

7 Short-term investments

Consolidated Parent

Financial assets at fair value

through profit or lossMarch 31,

2017December 31,

2016March 31,

2017December 31,

2016

Bank Certificate of Deposits (CDB) 43,137 38,648 38,384 34,176Bank Certificate

Deposits (CDB) - Gaia (*) 3,616 4,507Fixed-income fund 42,437 49,579 42,421 41,098Debentures (***) 22,325 25,738 2,358 13,709Other financial investments 1,000 1,000

Shop FI Renda Fixa CP (**) 485,503 362,509 402,345 271,146

Floating-rate CDB 9,167 1,288Government bonds – Financial Treasury

Bills (LFT) 123,437 148,508Subordinated financial bill (FI) with flow 5,998 7,232Financial bills 118,932 125,221Financial Treasury Bills (LFT) - Over 218,359 77,623Others 9,610 2,637

598,018 481,981 485,508 360,129

(*) Balance of investments held in a Separate Reserve Fund of Gaia Securitizadora S.A. asprovided for in the assignment contract of the real estate credit notes (CCIs) issued by Tarsila.

(**) Breakdown of the portfolio of exclusive investment fund "Shop FI Renda Fixa CréditoPrivado".

(***) Repurchase agreements.



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The Company has financial assets classified as investments held for trading, measured at fair valuethrough profit or loss. These investments have interest rates ranging from 75.0% to 112.0% of theInterbank Deposit Certificate (CDI) and original maturity dates from 2017 to 2019.

The Company aims to manage its financial investments, seeking a balance between liquidity andprofitability, considering the investment plan for the following years. In order to enable this strategy,and based on the risk management presented in Note 4, management follows these guidelines:

(i) Distribute the risk by financial institution prioritizing liquidity and profitability:

Liquidity %March 31,

2017

Daily 99.23 593,402+ 180 days 0.77 4,616

100.00 598,018

(ii) Invest the Company's funds in prime financial institutions and government bonds that meet theminimum rating threshold by the major global rating firms (Moody's, Austin, S&P, Fitch).



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8 Trade receivables

Consolidated Parent

March 31, 2017December 31,

2016 March 31, 2017 December 31, 2016

Rentals and services receivable 79,675 99,668 13,844 17,342Assignment of right to use receivable 6,018 7,208 380 498Condominium fee receivable 30,605 29,127 3,330 3,069

116,298 136,003 17,554 20,909

Straight-line rent 26,919 23,752 1,745 1,495Provision for impairment

of trade receivables (69,315) (65,818) (8,951) (8,654)

73,902 93,937 10,348 13,750

Current liabilities 73,902 93,937 10,348 13,750

Estimated impairment losses in respect of receivables are calculated based on evidence ofimpairment at both an individual and collective basis. All individually significant receivables areassessed for specific impairment. All individually significant receivables found not to be individuallyimpaired are then collectively assessed for any impairment that has been incurred but not yetidentified. Receivables that are not individually significant are collectively assessed for impairmentby grouping together receivables with similar risk characteristics.

In assessing collective impairment, the Company uses historical trends of the probability of default,the timing of recoveries and the amount of loss incurred, adjusted for management's judgment as towhether current economic and credit conditions are such that the actual losses are likely to begreater or less than suggested historical trends.

In 2016, the Company’s management reassessed the trade receivables policy based on the business’operating and commercial cycle. With this, the Company concluded it was more adequate tocalculate provision for impairment of trade receivables considering 100% of the storeowners’balances overdue for more than 180 days, besides individual analysis regardless the maturity for allthe storeowners that are already considered in the provision for impairment of trade receivables.

The ageing of receivables is as follows:

Consolidated Parent

March 31, 2017 December 31, 2016 March 31, 2017December 31,

2016

Falling due 40,938 60,628 6,707 10,298Overdue up to 90 days 14,750 14,923 2,865 2,823Overdue from 91 to 180 days 9,162 10,630 1,630 1,290Overdue from 181 to 360 days 17,632 17,852 2,051 2,175Overdue for more than 360 days 33,816 31,970 4,301 4,323

116,298 136,003 17,554 20,909

The changes in the provision for impairment of trade receivables during the quarter were as follows:



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Consolidated Parent

March 31, 2017 December 31, 2016 March 31, 2017December 31,

2016

At January 1 (65,818) (30,859) (8,654) (6,638)Effect of the purchase of interest in ShoppingLeblon (568)Permanent reversal of receivables 5,274 13,104 1,219 3,905Constitution of provision for impairment of tradereceivables (8,771) (37,223) (1,516) (4,817)Effect of change of estimate - provision forimpairment of trade receivables (10,272) (1,104)

(69,315) (65,818) (8,951) (8,654)

Amounts receivable from related parties arising from the rendering of management and/or sellingservices are described in Note 27.

8.1 Lease

The Company has operating lease agreements with the tenants of shopping mall stores (lessees) witha standard term of five years. Exceptionally, there may be agreements with different terms andconditions.

In the quarterly information for March 31, 2017 and 2016, lease agreements generated revenue ofapproximately R$ 31,197 per month in 2017 and R$ 30,098 per month in 2016, with the followingrenewal schedule:

Consolidated

December 31,2017

December 31,2016

2017 17.99%2018 14.15% 14.64%2019 11.64% 12.67%After 2019 45.33% 41.65%Indeterminate term (*) 28.87% 13.05%

100.00% 100.00%

(*) Non-renewed agreements in which the parties may request termination upon prior legal notice(30 days). Percentages determined on the basis of revenue generated from lease agreementsentered into by the Group.



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9 Taxes recoverable

Consolidated Parent

March 31,2017

December 31,2016

March 31,2017

December 31,2016

Income tax and socialcontribution to offset 26,212 20,865 14,944 3,275COFINS and PIS to offset 942 499 399 70Withholding income tax to offset 26,852 35,699 23,831 33,484Other taxes recoverable 1,891 2,079 294 284

55,897 59,142 39,468 37,113

Taxes recoverable comprise basically prepaid taxes or amounts that the Companyand its subsidiaries are eligible to offset.

10 Trade receivables

Consolidated Parent

March 31,2017

December 31,2016

March 31,2017

December 31,2016

Condominium fees receivable 3,197 2,181 749Sale of assets receivable 3,686 3,639Receivables from storeowners 8,964 7,935 917 148

15,847 13,755 1,666 148

Current (other credits) 3,686Non-current liabilities 12,161 13,755 1,666 148

11 Investments

(a) Subsidiaries/Associates

Interest - %

Subsidiaries and associates, with respective interest March 31, 2017 December 31,2016

Subsidiaries

Administradora Carioca de Shopping Centers Ltda. 100.00 100.00. Administadora do Estacionamento Carioca Shopping 100.00 100.00Aliansce Assessoria Comercial Ltda. 99.99 99.99Aliansce Estacionamentos Ltda. 99.99 99.99Aliansce Mall e Mídia Inter. Loc. e Mershandising Ltda. 99.99 99.99Aliansce Services - Serv de Adm. em Geral Ltda. 99.99 99.99Alsupra Participações Ltda. 99.99 99.99. BSC Shopping Centers S.A. 30.00 30.00Altar Empreendimentos e Participações S.A. (2) 100.00 100.00Shopping Leblon 24.62 24.62Bach Empreendimentos e Participações Ltda. 99.99 99.99Bazille Empreendimentos e Participações Ltda. 99.99 99.99. Shopping Parangaba 40.00 40.00Boulevard Belém S.A. 75.00 75.00. Boulevard Shopping Belém 100.00 100.00



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Interest - %


Boulevard Shopping S.A. 70.00 70.00. Boulevard Shopping Belo Horizonte 100.00 100.00BSC Shopping Centers S.A. 70.00 70.00. Bangu Shopping 100.00 100.00CDG Centro Comercial Ltda. 50.00 50.00. Boulevard Shopping Campos 100.00 100.00Cezanne Empreendimentos e Participações Ltda. 99.99 99.99. Carioca Shopping 100.00 100.00. Administradora Carioca 100.00 100.00Dali Empreendimentos e Participações S.A. 99.99 99.99. SDT3 Centro Comercial Ltda. 40.00 40.00. Shopping Taboão 40.00 40.00Degas Empreendimentos e Participações S.A. 99.99 99.99. Boulevard Corporate TowerExpoente 1000 Empreendimentos e Partic. S.A. 89.00 89.00. Administradora Estacionamento Caxias Shopping 89.00 89.00Gaudi Empreendimentos e Participações Ltda. 99.99 99.99. Boulevard Shopping Vila Velha 50.00 50.00Malfatti Empreendimentos e Participações Ltda. 99.99 99.99Matisse Participações S.A. 75.00 75.00NRM Participações e Empreendimentos Ltda. 53.16 53.16. Shopping da Bahia - Condomínio Naciguat e Riguat 2.18 2.18Niad Administração Ltda. (1). Colina Shopping Center Ltda.Nibal Participações S.A. 99.99 99.99. Shopping da Bahia – Condomínio Naciguat 42.03 42.03. Shopping Taboão 38.00 38.00Norte Shopping Belém S.A. 50.00 50.00. Parque Shopping Belém 100.00 100.00Renoir Empreendimentos e Participações Ltda. 99.99 99.99. Loja C&A - Carioca Shopping 100.00 100.00. CDG Centro Comercial 50.00 50.00RRSPE Empreendimentos e Participações Ltda. 99.99 99.99. Shopping da Bahia - Condomínio Riguat 66.86 66.86. Shopping da Bahia - Condomínio Naciguat 2.47 2.47SDT3 Centro Comercial Ltda. 38.00 38.00Tarsila Empreendimentos e Participações Ltda. 99.99 99.99. Malfati Empreend. e Part. Ltda 99.99 99.99. Shopping da Bahia – Condomínio Naciguat 22.36 22.36Tissiano Empreendimentos e Participações S.A. 99.99 99.99. Caxias Shopping 89.00 89.00. Expoente 1000 Empreend. e Participaçoes S.A. 89.00 89.00Vértico Bauru Empreend. Imob. S.A. 99.99 99.99. Boulevard Shopping Bauru 99.99 99.99Vivaldi Empreendimentos e Participações Ltda. 99.99 99.99Shopping Leblon (3) 0.48 0.48

Associates

2008 Empreendimentos Comerciais S.A. 50.00 50.00. Boulevard Shopping Brasília 100.00 100.00Acapurana Participações S.A. 8.33 8.33. Santana Parque Shopping 100.00 100.00Fundo de Investimentos em Participações – Elephas 30.00 30.00. Acapurana Participações S.A. 83.35 83.35Fundo de Investimento Imobiliário Via Parque Shopping 38.91 38.91. Via Parque Shopping 100.00 100.00



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Interest - %


Manati Empreend. e Participações S.A. 50.00 50.00. Shopping Santa Úrsula 75.00 75.00Parque Shopping Maceió S.A. 50.00 50.00. Parque Shopping Maceió 100.00 100.00SCGR Empreend. e Particip. S.A. 50.00 50.00. Shopping Grande Rio 50.00 50.00Colina Shopping Center Ltda. 99.99 99.99

(1) Company incorporated by the Company on January 1, 2016.(2) Company acquired by the Company on October 2016.(3) Interest acquired by the Company on October 2016.

None of the companies accounted for using the equity method have their shares traded on Brazilianstock exchange (BMF&Bovespa).

(b) Breakdown of investment balance

Consolidated Parent

March 31,2017

December 31,2016

March 31,2017

December 31,2016

Investments 414,313 418,717 2,395,456 2,470,146Assets’ added value 78,833 79,578Goodwill 71,846 71,846

414,313 418,717 2,546,135 2,621,570

Added value shown in this Note arises substantially from the properties' added value and isamortized over the useful lives of the assets.

(c) Breakdown of investments (Company’s direct interest)

Parent

March 31, 2017 December 31,2016

At the beginning of the period/year 2,470,146 2,090,706

Capital investment(1) 14,611 393,792Write-off for sale of assets (272)Equity in the result of investees/associates 32,118 88,264Dividends received and JCPs provided for (38,442) (91,490)Capital decrease (2) (78,000)Others (4,977) (10,854)

At the end of the period/year 2,395,456 2,470,146



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Comments on the changes:

(1) The main capital investments up to March 31, 2017 are: R$ 7,983 in Nibal, R$ 1,010 inVivaldi, R$ 1,460 in Dali and R$ 2,838 in Vértico. The main capital investments up toDecember 31, 2016 are: R$ 96,896 in Nibal, R$ 190,757 in Vivaldi, R$ 8,944 in Dali, R$10,761 in BSC, R$ 5,114 in 2008, R$ 8,464 in RRSPE, R$ 45,321 in Cezanne, R$ 9,367 inVértico and R$ 4,619 in Alsupra.

(2) Capital decrease occurred in Tarsila in January 2017.

(d) Data on the interest

ParentMarch 31, 2017

Company InterestEquity Total

investment

Profit orloss

Equity in theresult of

investees

Subsidiaries

Aliansce AssessoriaComercial Ltda. 99.99% 1,839 1,839 (546) (546)

Aliansce EstacionamentosLtda. 99.99% 2,017 2,017 194 194

Aliansce Mall e Midia Ltda. 99.99% 2,965 2,965 246 246

Aliansce Services - Serv.Adm. em Geral Ltda 99.99% 905 905 296 296

Alsupra Participações Ltda. 99.99% 110,168 110,168 2,288 2,288

Bach Empreend. e Partic.Ltda. 99.99% 4,153 4,153

Bazille Empreend. e Partic.Ltda. 99.99% 99,771 99,771 394 394

Boulevard Belém S.A. 75.00% 95,529 71,647 4,891 3,668

BSC Shopping Centers S.A. 70.00% 188,171 131,720 8,202 5,742

CDG Centro Comercial Ltda 50.00% 58,202 30,156 1,061 531

Cezanne Empreend. eParticipações Ltda. 99.99% 178,319 178,319 2,765 2,765

Dali Empreend. eParticipações Ltda 99.99% 30,253 30,253 (1,225) (1,225)

Degas Empreend. eParticipações. S.A. 99.99% 167,592 167,592 3,289 3,289

Gaudi Empreend. eParticipações Ltda 99.99% 176,407 176,407 (1,065) (1,065)

Matisse Participações S.A. 75.00% (31) (23) 741 555

Nibal Participações S.A. (4) 99.99% 177,773 185,756 7,776 7,776

Norte Shopping Belém S.A. 50.00% 51,316 25,658 (346) (173)

Renoir Empreend. eParticipações Ltda. 99.99% 86,645 85,544 1,469 1,469

RRSPE Empreend. e Partic.Ltda. 99.99% 58,797 58,797 1,424 1,424



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ParentMarch 31, 2017


investment

Profit orloss


investees

SubsidiariesSDT 3 Centro ComercialLtda. 38.00% (136) (51) 161 62

Shopping Boulevard S.A. 70.00% 166,683 116,679 3,548 2,483

Tarsila Empreend. e Part.Ltda. 99.00% 131,635 131,635 (1,622) (1,622)

Tissiano Empreend. eParticipações S.A. 99.99% 62,520 62,520 (189) (189)

Vértico Bauru Empreend.Imobiliário Ltda. 100.00% 117,748 117,748 (2,915) (2,915)

Vivaldi Empreend. e Partic.S.A 99.99% 188,968 188,968 (1,554) (1,554)

Total subsidiaries 1,981,143 23,893

Associates and jointventures

2008 EmpreendimentosComerciais S.A. (1) 50.00% 21,792 16,851 1,006 503

Acapurana ParticipaçõesS.A. (2) 8.33% 222,156 25,341 4,409 367

Colina Shopping CenterLtda. 50.00% 82 41 248 124

Fundo de Investimento emParticipações – Elephas 30.01% 259,190 77,783 3,825 1,148

Fundo de InvestimentoImobiliário Via Parque (3) 38.91% 173,967 142,804 6,005 2,337

Manati Empreendimentos eParticipações S.A. 50.00% 63,097 31,548 (665) (332)

Parque Shopping MaceióS.A. 50.00% 207,772 103,886 3,507 1,753

SCGR Empreendimentos eParticipações S.A. 50.00% 31,773 15,887 4,650 2,325

Others 172

Total associates 414,313 8,225

Total general 2,395,456 32,118

(1) Future advance for capital increase in the amount of R$ 5,955 in 2008.(2) Fair value gain of R$ 6,836 in the Acapurana investment.(3) Fair value gain of R$ 75,113 in the investment of Fundo de Investimento Imobiliário Via Parque.(4) Future advance for capital increase in the amount of R$ 7,983 in Nibal.



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ParentDecember 31,

2016


investment

Profit orloss


investees

Subsidiaries

Aliansce AssessoriaComercial Ltda. 99.99% 1,470 1,470 (2,013) (2,013)

Aliansce EstacionamentosLtda. 99.99% 1,824 1,824 646 646

Aliansce Mall e Midia Ltda. 99.99% 2,719 2,719 539 539

Aliansce Services - Serv.Adm. em Geral Ltda 99.99% 610 610 (93) (93)

Alsupra Participações Ltda. 99.99% 109,280 109,280 6,787 6,787

Bach Empreend. e Partic.Ltda. 99.99% 4,154 4,154 2 2

Bazille Empreend. e Partic.Ltda. 99.99% 99,376 99,376 1,461 1,461

Boulevard Belém S.A. 75.00% 92,382 69,286 20,203 15,152

BSC Shopping Centers S.A.(3) 70.00% 198,619 139,033 25,376 17,763

CDG Centro Comercial Ltda 50.00% 56,771 29,440 3,732 1,866

Cezanne Empreend. eParticipações Ltda. 99.99% 175,559 175,559 15,729 15,729

Dali Empreend. eParticipações Ltda 99.99% 30,019 30,019 (933) (933)

Degas Empreend. eParticipações. S.A. 99.99% 169,281 169,281 3,849 3,849

Gaudi Empreend. eParticipações Ltda 99.99% 177,302 177,302 (31,716) (31,716)

Matisse Participações S.A. 75.00% (758) (568) (2,168) (1,626)

Nibal Participações S.A. 99.99% 175,128 175,128 23,187 23,187

Norte Shopping Belém S.A. 50.00% 51,662 25,831 642 321

Renoir Empreend. eParticipações Ltda. 99.99% 84,604 84,595 1,927 1,927

RRSPE Empreend. e Partic.Ltda. 99.99% 59,303 59,357 7,150 7,150

SDT 3 Centro ComercialLtda. 38.00% (298) (113) (376) (143)

Shopping Boulevard S.A. 70.00% 166,499 116,549 10,447 7,313

Tarsila Empreend. e Part.Ltda. 99.00% 211,256 211,256 2,384 2,384

Tissiano Empreend. eParticipações S.A. 99.99% 62,708 62,708 (1,201) (1,201)

Vértico Bauru Empreend.Imobiliário Ltda. 100.00% 117,821 117,821 (9,993) (9,993)

Vivaldi Empreend. e Partic.S.A 99.99% 189,512 189,512 (1,245) (1,245)



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ParentDecember 31,

2016


investment

Profit orloss


investees

Subsidiaries

Total subsidiaries 2,051,429 57,113

Associates and jointventures

2008 EmpreendimentosComerciais S.A. (1) 50.00% 20,786 16,348 (5,239) (2,619)

Acapurana ParticipaçõesS.A. (2) 8.33% 231,747 26,140 18,656 1,554

Colina Shopping CenterLtda. 50.00% 88 44 993 497

Fundo de Investimento emParticipações – Elephas 30.01% 267,032 80,136 20,608 6,184

Fundo de InvestimentoImobiliário Via Parque (3) 38.91% 172,545 142,251 28,123 10,943

Manati Empreendimentos eParticipações S.A. 50.00% 63,762 31,881 (1,720) (860)

Parque Shopping MaceióS.A. 50.00% 210,766 105,383 13,576 6,788

SCGR Empreendimentos eParticipações S.A. 50.00% 32,723 16,362 17,330 8,664

Others 172

Total associates 418,717 31,151

Total general 2,470,146 88,264

(1) Future advance for capital increase in the amount of R$ 11,910 in 2008.(2) Fair value gain of R$ 6,836 in the Acapurana investment.(3) Fair value gain of R$ 75,113 in the investment of Fundo de Investimento Imobiliário Via Parque.



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(e) Headquarter and balances of the associates and joint ventures – non-consolidatedentities

Parent

March 31, 2017

ParqueShop.Maceió

2008Empreend. Colina SCGR Manati FIIVPS

FIPElephas Acapurana

Headquarter

Rio deJaneiro -RJ

Rio de Janeiro- RJ

São João deMeriti - RJ

Rio deJaneiro -RJ

Rio deJaneiro -RJ

São Paulo- SP

São Paulo- SP

Rio deJaneiro - RJ

InterestinShoppingMall

Interest inShopping Mall

Management ofShoppingMal





Interest inShoppingMall

Assets

Currentliabilities 31,638 10,373 116 5,512 4,893 8,431 19,715 11,565

Non-currentliabilities 286,241 36,073 35,288 64,559 166,349 258,687 217,461

317,879 46,446 116 40,800 69,452 174,780 278,402 229,026

Liabilitiesand equity

Currentliabilities (13,785) (996) (31) (1,545) (1,237) (712) (19,212) (4,070)

Non-currentliabilities (96,322) (23,659) (7,482) (5,118) (101) (2,800)

Equity (207,772) (21,791) (85) (31,773) (63,097) (173,967) (259,190) (222,156)

(317,879) (46,446) (116) (40,800) (69,452) (174,780) (278,402) (229,026)

Result

Net revenue 8,759 5,114 281 6,864 1,739 12,370 7,771

Servicescosts (3,017) (3,596) (2,359) (2,555) (6,480) (2,561)

Operatingcosts (31) (10) (26) (61) (7) (87) (21)

Net financeresult (2,825) 193 (1) 391 (177) 59 236 351

Otherincome(expenses) 49 46 63 3,675

Income taxand socialcontribution (879) (694) (27) (269) 343 (1,130)

Profit(loss) forthequarter 2,007 1,007 253 4,650 (665) 6,005 3,824 4,410



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Parent

December 31, 2016

ParqueShop.Maceió

2008Empreend. Colina SCGR Manati FIIVPS

FIPElephas Acapurana

Headquarter

Rio deJaneiro -RJ

Rio de Janeiro- RJ

São João deMeriti - RJ

Rio deJaneiro -RJ

Rio deJaneiro -RJ

São Paulo- SP

São Paulo- SP

Rio deJaneiro - RJ


Interest inShopping Mall

Management ofShoppingMal





Interest inShoppingMall

Assets

Currentliabilities 33,988 10,537 119 6,258 5,568 7,813 7,898 18,752

Non-currentliabilities 288,019 36,252 35,196 63,979 167,080 266,679 217,739

322,007 46,789 119 41,454 69,547 174,893 274,577 236,491

Liabilitiesand equity

Currentliabilities (12,095) (986) (31) (1,134) (1,164) (2,024) (7,545) (1,915)

Non-currentliabilities (99,147) (25,017) (7,597) (4,621) (324) (2,829)

Equity (210,765) (20,786) (88) (32,723) (63,762) (172,545) (267,032) (231,747)

(322,007) (46,789) (119) (41,454) (69,547) (174,893) (274,577) (236,491)

Result

Net revenue 35,474 21,881 1,103 28,599 6,750 50,041 5,000 32,688

Servicescosts (14,092) (9,330) (8,283) (9,267) (23,462) (11,047)

Operatingcosts (131) (15,861) (185) (64) (47) (298) (104)

Net financeresult (12,320) 523 (3) 204 (375) 706 356 1,094

Otherincome(expenses)

163 350 49 15,550Income taxand socialcontribution (2,055) (2,452) (107) (3,168) 886 836 (3,975)

Profit(loss) forthequarter 6,876 (5,239) 993 17,330 (1,720) 28,123 20,608 18,656

12 Non-current asset held for sale

Consolidated


2016

Non-current asset held for sale 175,345 175,345

Boulevard Corporate Tower (the Venture) is a commercial tower attached to Boulevard ShoppingBelo Horizonte. On February 24, 2014, Aliansce (through a fund it controlled) signed a commitmentto sell the shares of Degas, company that was owner of the Venture, to CTBH Fundo de



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Investimentos Imobiliários (Purchaser), a fund managed by Intrag Distribuidora de Títulos e ValoresMobiliários Ltda. (not related to the Company). For this commitment, Aliansce received R$187,500.

On June 9, 2014, the sale was formalized and in the Company’s financial statements for December31, 2014, this transaction was accounted for as a sale of asset and a gain of R$10,120 was recognizedat that date.

The accounting was based on the interpretation of the accounting standards in force at that moment.However, the OFÍCIO-CIRCULAR/CVM/SNC/SEP/No. 01/2016, issued by CVM on February 18,2016, gave rise to the interpretation that, in its essence, the sale could have not been concluded.Accordingly, the operation – which formally and legally is a sale – should be accounted for as anobligation, as a counterparty to Investment properties – commercial tower.

In this transaction, Aliansce remains exposed to a future price adjustment, which may mean adisbursement or a receipt, if and when the purchaser sells the property. This adjustment will be thedifference between the amount of the future sale of this asset, whenever it occurs, and the TargetAmount (which is the amount received in 2014 updated by CDI+ 2.0% per year less the distributionscarried out since the purchase). Accordingly, the final result of this transaction will only occur whenthe revenue amount can be reliably measured by the Company, upon the sale of the Venture to third-parties by the Purchaser.

In 2015, the Venture was accounted for at cost as Investment Property – commercial tower. On theone hand, the Target Amount was included in the item "Obligations related to Investment Property –commercial tower". This amount will refer whether the Company has an obligation or a right, if andwhen the Venture is sold.

The Company has no power on the sale of this asset, which may (or not) be sold by the Purchaser. Ifthe sale amount is higher than the Target Amount, Aliansce will have a part in this gain, and if it islower, the Company will be responsible for the payment of the difference to the Purchaser. Althoughthe repurchase of the Venture is not within the Company’s business strategy, the contract providesthe preference right.

The obligation with CTBH, updated on March 31, 2017 is of R$ 260,804 (R$ 256,813 on December31, 2016) and it is recorded as liability related to non-current asset held for sale.

The reclassification of the asset to "Asset held for sale" and of the obligation to "Current liabilities" isdue to the Company’s intention to sell the tower and its expectation that this transaction is carriedout within the next 12 months.

The balance in the result related to the profit for the quarter from discontinued operations is asfollows:

Consolidated

March 31, 2017

Rental revenue and straight-line rent 5,742Cost (765)Deferred income tax (1,692)

Profit for the quarter from discontinued operations 3,285



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13 Investment properties – shopping malls

These refer to the commercial properties held by the Group companies under an operating lease. TheCompany's investment properties refer to shopping malls already built and shopping malls underdevelopment.

Presented below is the table of changes of investment property indicating the start and end of thereported period:

Consolidated

AddedAccumulated value

Cost depreciation of assets Total

At December 31, 2015 2,436,316 (238,168) 701,541 2,899,689

Additions (1) 277,941 277,941Land 67,740 67,740Facilities/Buildings 80,078 (47,670) 32,408Others 5,063 (8,713) (3,650)

Provision for impairment (2) (23,111) (23,111)Amortization of added value goodwill (29,834) (29,834)

At December 31, 2016 2,566,086 (294,551) 949,648 3,221,183

Additions (3)Land 11,002 11,002Facilities/Buildings 20,293 (7,996) 12,297Others 155 (2,209) (2,054)

Assets’ added value 815 (815)Amortization of added value goodwill (5,805) (5,805)

At March 31, 2017 2,598,351 (304,756) 943,028 3,236,623

(1) The additions occurred in 2016 refer mainly to the revitalization and expansion of no BanguShopping and Carioca Shopping and expansion of Shopping da Bahia and acquisition of25.1% of Shopping Leblon.

(2) At the end of the year ended December 31, 2016, the Company identified that there areindicators of impairment in relation to Shopping Boulevard Vila Velha, in the amount of R$23,111 (R$ 15,121 at December 31, 2015), for which a provision for impairment wasconstituted, reducing the asset’s value. This amount was recorded in the statement ofoperations as "Other income/(expenses)" . The total amount of provision for impairment upto December 31, 2016 was R$ 38,232.

(3) The main additions occurred in the 1st quarter of 2017 were: Acquisition of land in São Pauloin the amount of R$ 6,591 and acquisition of facilities for cogeneration of energy in BSC inthe amount of R$ 14,371.

Parent



At December 31, 2015 154,301 (9,672) 144,629

Additions



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Parent



Land 62,063 62,063Facilities/Buildings 2,387 (3,099) (712)Others 100 (164) (64)

At December 31, 2016 218,851 (12,935) 205,916

AdditionsLand 11,002 11,002Facilities/Buildings 564 (778) (214)Others 18 (43) (25)

At March 31, 2017 230,435 (13,756) 216,679

At the quarter ended March 31, 2017, the Company did not identify the existence of indicators ofasset impairment.

14 Intangible assets

Consolidated

March 31, 2017

Useful life Initial cost

Additions(write-

offs) CostAccumulatedamortization Net amount

Goodwill on acquisition of entitiesnot merged2008 Empr. Imob. Ltda. Indefinite 30,000 30,000 30,000BSC Shopping Center S.A. Indefinite 14,416 14,416 14,416Boulevard Shopping S.A. Indefinite 20,068 20,068 20,068Aliansce Ass. Com. S.A. Indefinite 4,160 4,160 4,160Norte Shopping Belém S.A. Indefinite 863 863 863Shopping Boulevard Belém S.A. Indefinite 2,338 2,338 2,338

Goodwill on acquisition of entitiesnot mergedBarpa Empr. Part. S.A. Indefinite 36,630 36,630 36,630Supra Empr. Part. S.A. Indefinite 9,708 9,708 9,708Ricshopping Emp. Part. Ltda. Indefinite 107,888 107,888 107,888

Intangible assetsRight to parking income Indefinite 18,023 18,023 (1) 18,022Right to explore the parking lot 23 years 22,805 22,805 (1,757) 21,048Right to the Transfer Unit of

the Right to Build (UTDC) Indefinite 5,097 5,097 5,097Software 5 years 25,285 829 26,114 (14,438) 11,676

297,281 829 298,110 (16,196) 281,914



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Consolidated

December 31,2016

Useful life Initial cost

Additions(write-


Goodwill on acquisition of entitiesnot merged2008 Empr. Imob. Ltda. Indefinite 30,000 30,000 30,000BSC Shopping Center S.A. Indefinite 14,416 14,416 14,416Boulevard Shopping S.A. Indefinite 20,068 20,068 20,068Aliansce Ass. Com. S.A. Indefinite 4,160 4,160 4,160Norte Shopping Belém S.A. Indefinite 863 863 863Shopping Boulevard Belém S.A. Indefinite 2,338 2,338 2,338

Goodwill on acquisition of entitiesnot mergedBarpa Empr. Part. S.A. Indefinite 36,630 36,630 36,630Supra Empr. Part. S.A. Indefinite 9,708 9,708 9,708Ricshopping Emp. Part. Ltda. Indefinite 107,888 107,888 107,888

Intangible assetsRight to parking income Indefinite 18,023 18,023 18,023Right to explore the parking lot 23 years 22,805 22,805 (1,506) 21,299Right to the Transfer Unit of

the Right to Build (UTDC) Indefinite 5,097 5,097 5,097Others 5 years 21,025 4,260 25,285 (13,377) 11,908

293,021 4,260 297,281 (14,883) 282,398

Parent

March 31, 2017

Useful lifeInitial

cost

Additions(write-


Software 5 years 23,471 860 24,331 (13,373) 10,958

23,471 860 24,331 (13,373) 10,958

Parent

December 31, 2016

Cost Additions Accumulated

Useful life cost(write-

offs) Cost amortization Net amount

Right to parking income 23 years 5,523 (5,523) (1)

Software 5 years 17,810 4,208 22,018 (12,437) 9,581Others Indefinite 1,453 1,453 1,453

24,786 (1,315) 23,471 (12,437) 11,034

(1) Amount reclassified from Aliansce to Nibal in the 2nd quarter of 2016.

Goodwill does not have a determinable useful life and hence is not amortized. The Company teststhese assets for impairment on an annual basis.

The other intangible assets with a finite useful life are amortized on a straight-line basis over theperiod shown in the table above.



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15 Borrowings and financings, Real Estate Credit Notes (CCI)/Certificatesof Real Estate Receivables (CRI) and debentures

Consolidated Parent


2016March 31, 2017

December 31,

2016

Liabilities

Current liabilities

Borrowings and financings 83,504 81,806 5,131 5,115

Real estate credit note 90,145 100,254 10,439

Debentures 33,337 40,117 33,337 40,117

206,986 222,177 38,468 55,671

Liabilities

Non-Current liabilities

Borrowings and financings 923,054 940,475 121,716 122,299

Real estate credit note 313,303 404,327 74,013

Debentures 487,530 341,218 487,530 341,218

1,723,887 1,686,020 609,246 537,530

1,930,873 1,908,197 647,714 593,201

Consolidated Parent

Rate Maturity March 31, 2017 December 31, 2016March 31,

2017December 31,

2016

BorrowingsAliansce

RB Capital IPCA+7.95% Mar/23 86,696 86,696

Santander TR+10.2% Dec/24 55,257 56,287 55,257 56,287

Itaú TR+9.88% May/30 77,763 77,439 77,763 77,439

Total borrowings and financings 133,020 220,422 133,020 220,422

Debenture II TJLP+5% Oct/17 25,048 25,051 25,048 25,051

Debenture III IPCA+7.5% Jan/24 79,811 115,499 79,811 115,499

Debenture IV CDI+1.70% Mar/28 75,299 75,333 75,299 75,333

Debenture V CDI Sep/21 103,010 102,889 103,010 102,889

Debenture VI IPCA+6.8% Oct/24 69,661 70,711 69,661 70,711

Debentures III 99% CDI May/22 180,405 180,405

Total Debentures 533,234 389,483 533,234 389,483

Total borrowings – Parent 666,254 609,905 666,254 609,905



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Borrowings - subsidiaries by financial institution

BRADESCO

BH TR + 12% Nov/21 84,640 87,766

Norte Shoping Belém TR+10.6% Apr/24 152,848 156,078

Vértico Bauru TR+10.8% May/26 124,035 125,646

Dali TR+10.5% Sep/27 148,514 149,900

Cezanne TR+10.5% Aug/27 196,917 198,942

Tissiano TR+9.6% Dec/27 115,527 116,680

Bazille TR+10.2% Sep/21 28,070 29,211

Total Bradesco 850,551 864,223

CIBRASEC

Nibal TR + 10.8% Sep/18 52,978 61,822

Matisse (Belém) TR + 12% Jan/21 140,518 146,398

Total Cibrasec 193,496 208,220

ITAU BBA II

CDG TR + 10.7% Ju/21 20,636 21,763

CDG TR + 9.9% Apr/24 28,746 29,672

Total Itaú BBA II 49,382 51,435

GAIASECURITIZADORA

Tarsila IGP DI+7.95% May/25 94,169 95,132

RB Capital

Altar TR+11.25% Jun/27 119,981 121,561

Total borrowings – subsidiaries 1,307,579 1,340,571

Total borrowings – parent and subsidiaries 1,973,833 1,950,476 666,254 609,905

Total borrowing costs (42,960) (42,279) (18,540) (16,704)



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Total borrowings 1,930,873 1,908,197 647,714 593,201

Guarantees: Promissory notes, fiduciary assignment of receivables, fiduciary assignment ofequipment, mortgage on a fraction of property, the collateral signature of the Parent and/orStockholders and commercial tower.

The repayment schedule for borrowings, real estate credit notes (CCI)/certificates of real estatereceivables (CRI) and debentures is as follows:

Consolidated Parent


2016

March 31,

2017

December 31,

2016

2017 166,980 229,117 37,355 58,052

2018 177,914 187,814 16,427 27,983

2019 164,104 175,277 18,648 31,478

2020 175,222 187,831 21,795 36,027

From 2021 to

20301,289,613 1,170,437 572,029 456,365

1,973,833 1,950,476 666,254 609,905

The Company’s borrowing agreements contain restrictive covenants, as described below:


Santander:

In January 2013, Aliansce Shopping Centers S.A. entered into a financing agreement with BancoSantander S.A. in the amount of R$ 65,000 for the acquisition of 25% of West Plaza ShoppingCenter.

The Santander borrowing agreement contains a restrictive covenant that requires the Company tomaintain maximum levels of debt and leverage based on the consolidated annual information, theratio of Net Debt (the sum of borrowings and obligations for purchase of assets excluding debts fromtaxes in installments minus cash and cash equivalents) to EBITDA (profit or loss before socialcontribution and income tax, subtracting revenues and adding finance costs, depreciation andamortization and non-recurring results) equal to or less than 5 times for the year ended December31, 2015; 5 times for the year ended December 31, 2016. The Company assigned as fiduciarycollateral 25% of West Plaza Shopping, and the receivables related to the 25% stake in West PlazaShopping.

At December 31, 2016, the Company was compliant with these restrictive covenants.

Banco Itaú

In May 2015, Aliansce Shopping Centers S.A. entered into a financing agreement (Bank Credit Note)with Itaú Unibanco S.A. in the amount of R$ 74,400 for construction of expansion of the shoppingmalls Bahia, Bangu and Carioca.



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Debentures:

(a) Private debentures

In September 2014, Aliansce Shopping Centers concluded the second private issue of debentures,with Vinci Partners as debenture holder, totaling R$ 90,000, for a term of 9 years from the issuedate. Amortization will be made in two installments in years 8 and 9. The funds will be used for theconstruction, acquisition and/or development of shopping malls or companies that own shoppingmalls, acquisition of additional interest in shopping malls already existing in the portfolio of theIssuer and/or its subsidiaries and the expansion of shopping malls already existing in the portfolio ofthe Issuer and/or its subsidiaries. The Company assigned as fiduciary collateral the notional fractionof 25% of the Shopping Grande Rio.

For the 2nd private issue of debentures (R$ 90,000), the Company has contractual covenants thatdetermine the maximum levels of debt and leverage based on the consolidated annual information.The Issuer’s failure to comply with the following cumulative financial indices, calculated based onthe Issuer’s consolidated financial statements, to be verified annually by the debenture holders basedon the consolidated annual information regularly disclosed by the Issuer, will constitute an EarlyMaturity Event. The Annual Verification by debenture holders will be based on the results atDecember 31, 2016, and failure to observe only one of the financial indices established in items "i"and "ii" below will not constitute an Early Maturity Event:

(i) ratio between net debt (the total of borrowings excluding the liabilities for the acquisition of assetsand the debts for the payment of taxes in installments, less cash and cash equivalents, that is, thesum of cash plus financial investments) and Management Adjusted Consolidated EBTIDA (netprofit or loss before social contribution and income tax, subtracting revenues and adding theexpenses generated by the financial and non-operating results, depreciation and amortization andnon-recurring results, as for example sale of assets and asset revaluation) equal to or less than 3.5(three integer and five tenths) times.

(ii) ratio between: (1) the index obtained by dividing cash and cash equivalents plus short term financialinvestments and management adjusted consolidated EBITDA determined in the fourth quarter ofeach year, duly annualized, by borrowings and debt instruments stated in the management currentliabilities, equal to or higher than 1.3 (one integer and three tenths) times; and (2) the rate obtainedby dividing management adjusted consolidated EBITDA determined in the fourth quarter of eachyear, duly annualized, by payments of interest on borrowings, CCI’s and debentures, included inmanagement cash flow, less management financial revenue, equal to or higher than 1.5 (one integerand five tenths) times.

On January 2017, it was signed the first addition to the private instrument of deed of the 2nd privateissuance of simple debentures, non-convertible into unsecured shares, with additional realguarantee, of the Company for: (i) the change of the maturity of the debentures from January 31,2024 to January 15, 2024; (ii) change of schedule of the payment of the debentures, thecompensatory interest being annually paid on January 15 of each year and the last on the maturitydate;; (iii) inclusion of the possibility of facultative partial amortization and change in the way ofcalculation of the amount that will take into account the holders of debentures when the facultativeredemption and inclusion of the proportional release mechanism of the Guarantees of theDebentures, in the case of partial amortization. On the same month, the partial facultativeanticipated amortization of the debentures was carried out, in the amount of R$30,000 (equivalentto 27.65% of the updated unit nominal amount of the debentures), with proportional release of theguarantees.




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In April 2016 Aliansce Shopping Centers S.A. carried out the 3rd issuance of simple debentures, non-convertible into shares, of the unsecured type to be converted into a real guarantee, for privateplacement in the amount of R$ 75,000 to build and maintain shopping malls. The debt total term isof 144 months, with monthly payment of interest and 12 months grace period for amortization, beingthe first installment due to April 2017. The balance due is updated by CDI + 1.7% per year. Theguarantees are fiduciary assignment of 24% of the credit rights of Bangu Shopping, fiduciarycollateral of 24% of Bangu Shopping and fiduciary collateral of common shares representing 38% ofthe BSC share capital;

On October 14, 2016, the Company concluded the 4th simple issue of Debentures, non-convertibleinto shares, of the unsecured type, to be converted into real guarantee, for private placement, issuedon August 4, 2016, in the total amount of R$ 175,000, for the construction and maintenance ofshopping malls, in two series, as follows:

1st series: subscription amounting to R$ 102,889, total term of 60 months, monthlypayment of interest and amortization of the principal at the maturity date. The outstandingbalance will be updated by 100% of the CDI. The guarantees are fiduciary assignment of21.67% of the credit rights of Bangu Shopping, fiduciary collateral of 21.67% of BanguShopping and fiduciary collateral of common shares representing 36.45% of the BSC sharecapital;

2ns series: subscription amounting to R$ 72,111, total term of 96 months, monthly paymentof interest and monthly amortization of the principal. The outstanding balance will beupdated by IPCA plus 6.5727% per year. The guarantees are fiduciary assignment of 15.18%of the credit rights of Bangu Shopping, fiduciary collateral of 15.18% of Bangu Shopping andfiduciary collateral of common shares representing of 25.55% of BSC share capital.

This operation is backed up by certificates of real estate receivables (CRIs).

In March 2017, Aliansce Shopping Centers S.A. carried out the 5th issuance of simple debentures,non-convertible into shares, of the unsecured type, to be converted into real guarantee, for privateplacement, in the amount of R$ 180,000, which will be amortized in a sole installment due on May30, 2022 and will pay the compensatory interest on the debit balance of the unit nominal value of theDebentures, corresponding to 99% of CDI, to be monthly paid, being the first payment due on April28, 2017 and the last one on May 30, 2022. The guarantees are fiduciary assignment of 37.93% ofthe credit rights of Bangu Shopping and fiduciary assignment of 37.93% of Bangu Shopping.

(b) Public debentures

On October 2012, the Company concluded the first public issue of debentures, totaling R$ 98,893,already considering debt issue costs for a term of up to 5 years as of the issue date, whoseamortization will occur in 4 annual and equal instalments in the 2nd, 3rd, 4th and 5th years ofoperations, successively. There are no refinancing clauses associated with such securities. Asguarantee, the Company disposed, on a fiduciary basis, the Gaudi quotas.

For this issue of debentures the Company has contractual covenants that determine the maximumlevels of debt and leverage based on the consolidated annual information, the indicator of therelationship between net debt (the total of borrowings, financing and liabilities for the acquisition ofassets, excluding the debts for the payment of taxes in installments; less cash and cash equivalents)and EBITDA (net profit or loss, before social contribution and income tax, subtracting receipts andadding the expenses generated by the financial results, depreciation and amortization and non-recurring results) equal to or less than 5 times for the year ended December 31, 2016; 5 times for theyear ended December 31, 2016. This index is determined at the end of each year and at December 31,2016 the Company will be in compliance with these covenants.



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RB Capital

In December 2009, the Company and Domus Cia de Crédito Imobiliário entered into areal state financing of R$ 84,236 in shopping malls venturesit developed. Domus issued Fractional Real Estate Credit Certificatesand assigned them to RB Capital. In addition, RB Capital issued Fractional Real Estate Credit Notes. As guarantee for the borrowing, the Company sold, on a fiduciary basis,The remaining of Bangu Shopping after the expansion, fiduciary assignment of the receivables fromthe expansion of BanguShopping and fiduciary assignment of the shares of BSC owned by the Company. This financing wasfully settled in February 2017.

Nibal Participações Ltda.

Cibrasec

In September 2008, company Nibal Participações Ltda. raised R$ 200,000, through the issuance ofReal Estate Receivables Certificates (CRI's). This transaction involved a ten-year lease to theCompany of notional fractions of properties Naciguat (41.59%) and Shopping Taboão (38%). Inrepresentation of the housing loans arising from the abovementioned leases, Nibal issued CCIs,assigning them at a cost to CIBRASEC - Companhia Brasileira de Securitização, which used them asa security for the issuance of two series of CRIs (88th series and 89th series of the 2nd Issue). Ascollateral, the Company provided mortgage on 38% of Shopping Taboão, 41.59% of CondomínioNaciguat, 60% of Condomínio Riguat, and fiduciary assignment of receivables of CondomínioNaciguat, Condomínio Riguat, and Taboão in the same percentages.

In order to mitigate the risks resulting from the mismatching between the fixed rate of rentestablished in the lease agreements and the rate of restatement of CCIs, Nibal entered into a swapcontract with Aliansce in September 2008 for a period of 120 months.Concurrently with the assignment of CCIs and through a private instrument of fiduciary assignment,Nibal assigned to Cibrasec the rights and obligations of the swap contract on the same date ofconclusion of the operation.

Shopping Boulevard Belém

Cibrasec

In February 2009, the Company realized funding of approximately R$ 150,000, through the issue ofCRIs. This transaction is backed by the lease, for the term of 12 years, of notional fractions ofShopping Boulevard Belém. In representation of the housing loans arising from the abovementionedlease agreements, Boulevard Belém issued Real estate credit bills CCIs, assigning them at a cost toCIBRASEC - Companhia Brasileira de Securitização, which used them as security for the 97th seriesof the 2nd CCI issuance of the issuer. The fund was used to construct Boulevard Shopping Belém.The Company assigned as fiduciary collateral the ownership of Boulevard Shopping Belém, andBoulevard Shopping Belém receivables, and a financial guarantee of the Company.

Boulevard Shopping S.A.

Banco Bradesco:

In December 2009, Boulevard Shopping S.A. signed a financing contract with Banco Bradesco S.A.for R$ 110,000 with the objective to build Shopping Boulevard in Belo Horizonte. The amortization



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of principal and interest started in December 2011. As collateral, the Company provided mortgage onBoulevard Shopping, and fiduciary assignment of receivables of Boulevard Shopping, and a financialguarantee of the Company.

CDG Centro Comercial Ltda

Banco Itaú:

In March 2011, CDG Centro Comercial Ltda. issued a bank credit note of R$ 40,000, whose creditoris Banco Itaú Unibanco S.A to construct Boulevard Shopping Campos. As collateral, the Companyprovided mortgage on Boulevard Shopping Campos, fiduciary assignment of receivables ofBoulevard Shopping Campos, fiduciary assignment of CDG quotas, and a financial guarantee of theCompany.

In October 2013, CDG Centro Comercial Ltda. issued a bank credit note of R$ 37,472, whose creditoris Banco Itaú Unibanco S.A. with maturity in April 2024. The financing was intended for theexpansion of Shopping Boulevard Campos. As collateral, the Company provided mortgage on theexpansion of Boulevard Shopping Campos, fiduciary assignment of Boulevard Shopping Camposexpansion receivables, fiduciary assignment of CDG quotas, and financial guarantees from theCompany and Renoir.

Norte Shopping Belém S.A.

Banco Bradesco:

In August 2011, Norte Shopping Belém S.A. signed a financing contract with Banco Bradesco S.A. forR$ 120,000 with the objective to build Parque Shopping Belém. The amortization of principal andinterest started in April 2015. As collateral, the Company provided mortgage on Parque Shopping,fiduciary assignment of Parque Shopping receivables, and financial guarantees from the Companyand the venture partners.

Vértico Bauru Empreendimento Imobiliário S.A.

Banco Bradesco:

In May 2012, Vértico Bauru Empreendimentos Imobiliário S.A. signed a financing contract withBanco Bradesco S.A for R$ 113,600 with the objective to build Shopping Nações Bauru. Theamortization of principal and interest started in June 2014. As collateral, the Company providedmortgage on Boulevard Shopping Nações, fiduciary assignment of Boulevard Shopping Naçõesfuture receivables, and a financial guarantee from the Company.

Dali Empreendimentos e Participações S.A.

Banco Bradesco

In September 2012, Dali Empreendimentos e Participações S.A signed a financing contract withBanco Bradesco S.A. for R$ 146,480 for the acquisition of Shopping Center Taboão and a part ofShopping Center Carioca. The Company assigned as fiduciary collateral 40% of Shopping Taboãoowned by Dali, and 25% of Carioca Shopping owned by Cezanne.



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Cezanne Empreendimentos e Participações Ltda.

Banco Bradesco

In October 2012, Cezanne Empreendimentos e Participações Ltda. signed a financing contract withBanco Bradesco S.A. for R$ 193,140 for the acquisition of Carioca Shopping in Rio de Janeiro. TheCompany assigned as fiduciary collateral 75% of Carioca Shopping owned by Cezanne.

Tissiano Empreendimentos e Participações S.A.

Banco Bradesco

In December 2012, Tissiano Empreendimentos e Participações S.A. signed a financing contract withBanco Bradesco S.A. for R$ 115,640 for the acquisition of a part of Shopping Caxias. The Companyassigned as fiduciary collateral 69% of Caxias Shopping owned by Tissiano.

Tarsila Empreendimentos e Participações Ltda.

Gaia Securitizadora:

On January 31, 2013, the Company concluded the purchase of Tarsila (Former LGREmpreendimentos e Participações Ltda.), and consequently assumed the CCIs issued on July 10,2010 by the latter. The total funding value was approximately R$ 87,321. This transaction is backedby the lease, for the term of 178 months, of the interest of Tarsila in the condominium Naciguat(22.36%). In representation of the real estate credit derived from said lease agreements, theCompany issued CCIs, assigning them at cost to Gaia Securitizadora S.A, who used them as collateralfor the issuance of the 7th series of the 4th issuance of CRI of the issuer. The Company assigned asfiduciary collateral the receivables on the 22.36% stake of Naciguat, Malfatti’s fiduciary assignmentof the right to use 22.36% of Naciguat, and Tarsila’s fiduciary assignment of the right to use 22.36%of Naciguat’s land.

Bazille Empreendimentos e Participações Ltda.

Banco Bradesco

In August 2013, Bazille Empreendimentos e Participações Ltda. signed a financing contract withBanco Bradesco S.A. for R$ 40,641 for the construction of Shopping Parangaba. As collateral, theCompany provided mortgage on Parangaba Shopping, fiduciary assignment of Parangaba Shoppingreceivables, and a financial guarantee of the Company.

Altar Empreendimentos e Participações S.A.

RB Capital

In October 2016, the Company concluded the acquisition of Altar, which is a debtor in the scope ofCertificates of Real Estate Receivables (CRI) of the 106th Series of the 1st Issue of RB Capital, whichtook place in June 2012. This operation is backed up by the payments flow due to the PrivateInstrument of Purchase and Sale Agreement entered into by Rique Empreendimentos eParticipações Ltda. and Búzios RJ Participações Ltda., as proponent sellers, and Altar, as proponentpurchaser of ideal fraction of 24.62% of Shopping Leblon. The operation amounted approximately toR$130,131, which will be paid plus monetary update of the accumulated percentage variation ofReferential Rate ("Taxa Referencial –TR") and compensatory interest at effective fixed rate of 11.27%per year, monthly paid up to the operation’s maturity on June 11, 2017. The guarantees are fiduciaryassignment of 24.62% of the credit rights of Shopping Leblon, fiduciary collateral of 24.62% of



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Shopping Leblon.

16 Taxes and contributions payable

Consolidated Parent

March 31,2017

December 31,2016

March 31,2017

December 31,2016

PIS/COFINS 10,795 13,440 1,444 2,062ISS 1,043 1,154 250 251Income tax 3,884 9,329 25 44Social contribution 1,435 3,459 13 19IPTU 16,766 276 4,066 10Others 3,708 3,890 143 169

37,631 31,548 5,941 2,555

Current liabilities 30,790 24,611 5,634 2,248Non-current liabilities 6,841 6,937 307 307

17 Deferred income

Consolidated Parent

March 31,2017

December 31,2016

March 31,2017

December 31,2016

Assignment of right touse 21,690 24,295 3,151 3,378Prepaid rentals 149 324 21 95

21,839 24,619 3,172 3,473

Deferred income includes the recognition of assignment of right to use, which is appropriated toprofit or loss over the lease term, as well as prepaid rentals and other pertinent items.

18 Judicial deposits and provisionfor contingencies

The Company and its subsidiaries are owners unit in condominiums which consist of a number ofindividually-owned units and common areas owned by more than one party, pursuant to anagreement. If contingencies arise in these shopping malls, the respective condominiums will beresponsible for the settlement of such contingencies.

Specifically in relation to Via Parque Shopping, the Company's interest is held by a real estateinvestment fund that is responsible for its contingencies. Where the condominiums of the shoppingmalls or the fund do not have their own cash to pay contingencies, it is necessary to raise fundingfrom all co-owners of the condominium/fund. If the condominiums do not have sufficient cash topay obligations owed, the Company and its subsidiaries may be obliged to bear these expenses intheir capacity of co-owners.

Additionally, as part of their property acquisition process, the Company and its subsidiaries may besubject to joint and/or subsidiary liability for any possible labor, social security, tax, civil or otherlitigation involving outflow of resources or provision of guarantees in the form of assets and rights.In order to mitigate these risks, the Company signs indemnification agreements whereby the former



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stockholders/quotaholders of the properties acquired undertake to reimburse the Company and itssubsidiaries for losses suffered because of events that occurred prior to the property's acquisitiondate. Management monitors any risks of this kind and, based on the support of its legal advisors,believes that at the date of these financial statements there are no significant risks that cannot bemitigated through existing legal mechanisms and/or settlement of immaterial amounts.

The balance of the provision for contingencies is as follows:

Consolidated


Judicial JudicialProvision deposit Net Provision deposit Net

PIS and COFINSproceedings 10,958 (13,500) (2,542) 10,958 (13,588) (2,630)

IPTU receivable -Carioca Shopping (1) (72,888) (72,888)

Others 2,930 (905) 2,025

Assets (517) (75,518)

IPTU - Others 20,733 (183) 20,550 20,733 (2) (176) 20,557Others 2,930 (1,138) 1,792

Non-current liabilities 20,550 22,349

Total 34,621 (14,588) 20,033 34,621 (87,790) (53,169)

(1) Since 2007, the Company challenged the fair market value designated by the City of Rio deJaneiro to the property that comprises Carioca Shopping for the years 2002 to 2014. Afterthe end of the dispute at the administrative level, the Company decided to continue thedispute through a judicial proceeding and, with the objective of suspending all paymentswhile a final decision on the proceeding is pending, the Company made the supplementaryjudicial deposits for the amounts in dispute, so that these deposits plus existingadministrative payments and deposits may cover all tax payments required by the City.

The provision recorded in relation to the amount of the deposit took into consideration theinterest on arrears legally applicable to IPTU in the City of Rio de Janeiro and took intoconsideration the final favorable and unappealable court decision which, in relation to theyears from 2002 to 2006, excluded all the fines and limited the interest on arrears to themaximum level of 30%.

On December, 2016, Cezanne (owner of Carioca Shopping) entered into an agreement withthe City Hall of the Municipality of Rio de Janeiro ("Concilia Rio" Program), in which, basedon the fair market value of the property defined by the judicial expert’s report attached to theproceeding, it was established the total amount of IPTU due from 2002 to 2016, whichamounted to R$ 38,630. This amount was fully paid through DARM payment slips onDecember 29, 2016, extinguishing then any IPTU debit from 2002 to 2016.

The total amount deposited was received in the first quarter of 2017.

Due to the expectation of short term receipt of the amounts, on December 31, 2016, wereclassified the judicial deposits balance to current assets, under "Amounts receivable –IPTU".



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Changes in the provision for contingencies and judicial deposits are as follows:

Consolidated

Provision for contingencies

December 31,2016

Additions

Write-offs March 31, 2017

PIS and COFINS proceedings 10,958 10,958Provision for contingencies – IPTU(2) 20,733 20,733Others 2,930 2,930

34,621 34,621

Consolidated

Provision for contingencies

2015Addition

sWrite-

offs 2016

PIS and COFINS proceedings 3,642 7,316 10,958Provision for contingencies -IPTU Carioca Shopping 42,190 5,453 (47,643) (a)Provision for contingencies –IPTU (2) 20,733 20,733Others 2,712 218 2,930

48,544 33,720 (47,643) 34,621

(a) The write-offs occurred in the changes above are related to: the Payment of the agreemententered into with the City Hall of Rio de Janeiro of R$ 38,630 (see the explanation at theend of this Note – item 1), R$ 2,845 related to the lawyers’ fees that are still payable(reclassified to "Other obligations") and R$ 6,168 related to the reversal of provision forcontingencies.



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Consolidated

Judicial deposit

December 31,2016 Additions

Write-offs

March 31,2017

PIS and COFINS proceedings (13,588) 88 (13,500)Provision for contingencies – IPTUCarioca Shopping (72,888) (860) 73,748(1)Others (1,314) (113) 339 (1,088)

(87,790) (973) 74,175 (14,588)

December 31,2015 Additions

Write-offs

December 31,2016

PIS and COFINS proceedings (6,145) (7,448) 5 (13,588)Provision for contingencies – IPTUCarioca Shopping (58,049) (14,839) (72,888)Others (742) (793) 221 (1,314)

(64,936) (23,080) 226 (87,790)

(2) Provision related to IPTU debits of Shopping Leblon from 2007 to 2016 and territory taxfrom 2000 to 2005.

Contingent liabilities with a risk of possible loss

Based on the advice of the legal advisors, there are no other significant civil, tax and/or laborcontingencies classified as possible risk at March 31, 2017.

19 Other obligations

Consolidated Parent

March 31,2017

December 31,2016

March 31,2017

December 31,2016

Labor obligations 12,265 8,285 10,383 6,099Obligations with the shopping mall 10,337 9,995 434 435Obligation related to exploration ofparking lot – Shopping da Bahia 10,147 10,761Related-parties transactions (seeNote 27) 322 328 30,320 28,633Others 4,095 8,618 684 979

37,166 37,987 41,821 36,146

Current liabilities 32,708 34,372 10,521 6,534Non-current liabilities 4,458 3,615 31,300 29,612



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20 Income tax and social contribution

At March 31, 2017, the Company recorded a tax loss of R$ 434,704 (R$ 419,480 on December 31,2016) in the Consolidated and R$ 127,772 (R$ 127,054 on December 31, 2016) in the ParentCompany. The Company records deferred tax assets on income tax and social contribution losses ofits subsidiaries that presented forecast taxable profit for the next ten years, in the amount ofR$ 65,591 in the Consolidated. The Company did not record deferred tax assets on the remainingportion, since there is no expectation of future taxable profits and, additionally, there is no history ofuse of such tax benefits in the parent company and other subsidiaries.

The deferred tax assets are recognized as tax losses in the proportion of the probability of realizationof the respective tax benefit through future taxable income. The Group did not recognize potentialdeferred tax assets of R$ 55,664 (December 31, 2016 - R$ 54,620) in respect of losses amounting toR$ 163,719 (December 31, 2016 - R$ 160,646), which can be offset with future taxable income.

(i) Deferred tax assets and liabilitiesConsolidated

Assets Liabilities

March 31,2017

December 31,2016

March 31,2017

December 31,2016

Revision of the useful life of assets (58,825) (55,157)Receivables – adjustment to straight-linerent (13,031) (13,031)Capitalization of interest (22,576) (22,622)Swap carried at fair value 735 984Business combination and acquisition

of non-controlling interest (4,663) (4,663)Write-off of deferred assets and reversalof the amortization of deferred assets

Revision of the useful life of assets (941) (941)Amortization of the added value goodwillof the assets 2,463 3,040Amortization of the goodwill futureprofitability (47,892) (46,918)Approp. Exp. Pre-operating manag. 627 876Approp. Exp. Pre-operating finan 1,046 1,119Approp. Approp. pre-operating financeincome (967) (1,053)Provision for impairment of tradereceivables 8,028 7,083 (27,860) (27,860)Deferral of gain on sale of Rodin +Osasco 247 247Tax losses 65,591 63,760Others 9,418 9,552Adjustment of assignment of right to use 220 220Effect of the adjustments related to thecommercial tower 29,084 27,728Via Parque effect 1,260 1,260

118,719 115,869 (176,755) (172,245)

The net balance of R$ 58,036 will be stated as non-current liabilities on March 31, 2017 (R$ 56,376on December 31, 2016).



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Parent

Assets Liabilities

March 31,2017

December 31,2016

March 31,2017

December 31,2016

Revision of the useful life of assets (3,669) (3,437)Swap carried at fair value 735 984Loss of impairment of trade receivables 1,808 1,426Deferral of gain on sale of

investment 247 247Amortization of the added value goodwillof the assets 6,116 5,862Fair value gain Via Parque andAcapurana (27,860) (27,860)Effect of the adjustments related to thecommercial tower 37,437 34,388Adjustment of assignment of right to use (437) (437)

46,343 42,907 (31,965) (31,734)

Net balance of R$ 14,378 stated as non-current assets on March 31, 2017 (R$ 11,173 on December 31,2016 as non-current assets).

These balances were classified by nature. For disclosure purposes, the balances are shown in theBalance Sheets to reflect the net position between deferred tax assets and liabilities.

(ii) Reconciliation of effective rate

Reconciliation of income tax and social contribution expense calculated at the rates established bytax legislation with the amounts recorded in the statement of operations for the years ended March31, 2017 and 2016 is as follows:

Consolidated

Reconciliation of effective tax rateMarch 31,

2017 March 31, 2016

Profit before income tax and social contribution 16,280 4,454

Combined statutory tax rate - Companies under the taxable income method 34% 34%

Income tax and social contribution atcombined statutory tax rate (5,535) (1,514)

Additions:Provisions and other non-deductible expenses (1,489) (3,531)Distribution of interest on capital (2,229) (1,357)Effect of unused current tax losses (3,575) (6,743)Effects of taxation on the real estate investment fund Via Parque (741) (1,072)

Exclusions:Equity in the results of investees (110) 3,280Other exclusions/additions 4,104 128Offset of tax losses 1,778Tax effect on companies that opted for the presumed profit method 2,782 3,118

Income tax and social contribution as per statement of operations forthe quarter (5,100) (5,913)



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Consolidated


2017 March 31, 2016

Income tax and social contributionCurrent income tax and social contribution expenses (5,132) (4,396)Deferred income tax and social contribution expenses 32 (1,517)

Income tax and social contribution expense as perstatement of operations (5,100) (5,913)

Total effective tax rate (41.72%) (132.78%)

Parent


2017 March 31, 2016

Profit (loss) before income tax and social contribution 8,922 (6,150)

Combined statutory tax rate - Companies under the taxable income method 34% 34%

Income tax and social contribution atcombined statutory tax rate (3,033) 2,091

AdditionsProvisions and other non-deductible expenses (1,469) (1,741)Distribution of interest on capital (2,229) (1,357)Effects of taxation on the real estate investment fund Via Parque (741) (1,072)Effect of unused current tax losses (244) (3,026)

ExclusionsEquity in the results of investees 10,920 8,280

Income tax and social contribution as per statement of operations forthe quarter 3,204 3,175

Income tax and social contributionDeferred income tax and social contribution expenses 3,204 3,175

Income tax and social contribution expense as perstatement of operations 3,204 3,175

Total effective tax rate (35.92%) (51.63%)

21 Equity

Share capital

At March 31, 2017, the capital of Aliansce amounts to R$ 2,013,854, represented by 202,735,921common shares with no par value (December 31, 2016: R$ 2,013,854 with 202,735,921 commonshares with no par value).

The Company is authorized to increase its share capital up to the limit of 300,000,000 (threehundred million) shares, upon deliberation of the Board of Directors, which will responsible forfixing the issue price, the other conditions and share subscription and payment terms within theauthorized capital limit.



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Reserves

Capital reserve

Refers to the share-based compensation plan granted by the Board of Directors to officers,employees and service providers of the Company or other entities under our control, orcondominiums of the shopping malls which the Company manages or in which it holds equityinterests.

The capital reserve can only be used to redeem or reimburse shares, offset losses, pay dividends onpreferred shares or other legal hypotheses. At March 31, 2017 the balance of the capital reserve wasR$ 23,256 (R$ 23,170 on December 31, 2016).

Legal reserve

Pursuant to the Company's bylaws, the legal reserve is increased annually with 5% of the profit forthe year and cannot exceed 20% of the capital. The balance of the legal reserve at March 31, 2017 wasR$ 34,036 ( December 31, 2016 - R$ 34,036).

Unrealized profit reserve

In a year in which the amount of the mandatory dividend calculated according to the terms of theCompany's bylaws exceeds the realized portion of the profit for the year, the General Meeting may,by way of a proposal of management, allocate the excess amount to an unrealized profit reserve.

The realized portion of the profit for the year is considered the amount that exceeds the sum of thefollowing:

(i) Net positive result of equity in the results of investees.

(ii) Net profit, income or gain on transactions or accounting for asset and liability at fair value,whose financial realization occurs after the end of the fiscal year.

At March 31, 2017 the balance of unrealized profits corresponds to R$ 49,403, and remainsunchanged since the end of the year ended December 31, 2016.

Profit retention reserve

At March 31, 2017, the Company has R$ 290,583 (R$ 290,583 on December 31, 2016) in the profitretention reserve, once it presented a loss in 2016. Accordingly, the Company’s managementmaintained the mentioned amount of assessed profit retained by the Company in order to meet theinvestments projects provided by its capital budget.

Pursuant to article 199 of the Brazilian Corporation Law, the balance of the revenue reserves (exceptreserves for contingencies, tax incentives and unrealized profit) cannot exceed the Company's sharecapital, which corresponds to R$ 2,013,854 at March 31, 2017.

Remuneration to stockholders

The Company's bylaws provide for the distribution of a mandatory minimum dividendcorresponding to 25% of the annual profit net of legal reserve as prescribed by law.



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Expenditure on issuance of shares andstock options granted

The Company recognizes monthly, in accordance with CPC 10 (R1), approved by the CVMDeliberation 650/10, the portion referring to the allocation of fair value on the grant date of the stockoptions to the officers and employees designated by the Board of Directors. See details in Note 29.

Result per share

Basic result per share

Basic result per share is calculated by dividing the result attributable to stockholders of the Companyby the weighted average number of common shares outstanding during the quarter.

March 31, 2017 March 31, 2016

Basic result per share Common Common

Profit (loss) attributable to stockholders of the Parent 12,126 (2,975)

Weighted average number of common shares(thousands) 202,736 162,736

Weighted average number of treasury shares (thousands) (718) (718)

Basic result per share (0.0600) (0.0184)

Diluted result per share

Diluted result per share is calculated by adjusting the weighted average number of common sharesoutstanding to assume conversion of all potential common shares with dilutive effects under thestock option program.

March 31, 2017 March 31, 2016

Diluted result per share Common Common

Profit (loss) attributable to stockholders of the Parent 12,126 (2,975)

Weighted average number of common shares (thousands) 202,736 162,736Weighted average number of treasury shares (thousands) (718) (718)

202,018 162,018

Stock options (thousands) 3,440 3,440Weighted average number of outstanding common shares(thousands) 205,458 165,458

Diluted result per share (0.0590) (0.0180)

Treasury shares

Treasury shares balance on March 31, 2017 is of 717,800 shares (717,800 shares on December 31,2016) in the amount of R$ 8,430 (December 31, 2016 – R$ 8,430).

The treasury shares were acquired at a weighted average cost of R$ 11.74 (in reais), at a minimumcost of R$ 10.31 (in reais), and a maximum cost of R$ 12.51 (in reais). The shares closing pricecalculated based on the last quotation previous to the closing of the period was R$ 15.40 (in reais).



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22 Net revenue from rentals and services

Consolidated Parent

Revenue by natureMarch 31,

2017March 31,

2016March 31,

2017March 31,

2016

Revenue from minimum rent (1) 74,997 70,075 12,573 12,327Revenue from supplementary rent 18,596 20,220 1,996 1,920Management services 12,799 13,482 14,464 14,733Assignment of right to use 3,386 3,202 279 319Parking 24,263 22,561 1,767 1,668Lease of owned assets 1,056 970 305 280Transfer fee 9 28 2 10Taxes and contributions and otherdeductions (14,593) (13,148) (2,818) (2,357)

120,513 117,390 28,568 28,900

(1) Revenue from minimum rent is recorded using the straight-line method, in accordance with theguidance provided by CPC 06 (R1) – Leases.

23 Cost of rentals and services

Consolidated Parent

Cost by natureMarch 31,

2017March 31,

2016March 31,

2017March 31,

2016

Depreciation of properties (12,247) (13,033) (820) (799)Amortization of added valuegoodwill of assets (4,058) (2,688) (745) (718)Cost of services (1,306) (1,749) (846) (927)Expenditures on rented properties (6,115) (4,226) (818) (603)Cost of parking (4,742) (4,326) (174) (177)Operating costs of shopping malls (2,676) (4,995) (311) (292)Expenditures on lease of notionalfraction (1) (12,197) (12,629)

(31,144) (31,017) (15,911) (16,145)

(1) Refers to the lease amount paid by Aliansce to Nibal for the lease of notional fraction of 41.59% ofNaciguat and 38% of Shopping Taboão, owned by Nibal, according to the lease contract signedbetween the parties on September 25, 2008.

24 Sales, general and administrative expenses

Consolidated Parent

March 31,2017 March 31, 2016

March 31,2017

March 31,2016

Personnel expenses (13,085) (14,765) (12,916) (14,561)Professional services (2,156) (2,557) (1,714) (2,020)Occupancy expenses (447) (453) (383) (395)Depreciation and amortization (1,195) (1,143) (1,138) (1,092)



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Consolidated Parent

March 31,2017 March 31, 2016

March 31,2017

March 31,2016

Utility and service expenses (187) (171) (152) (128)Legal and tax expenses (100) (210) (76) (109)Provision for impairment of tradereceivables (Note 8) (8,771) (7,220) (1,516) (781)Other administrative expenses (592) (603) (361) (388)

(26,533) (27,122) (18,256) (19,474)

25 Finance income (costs)

Consolidated Parent

March 31,2017 March 31, 2016

March 31,2017 March 31, 2016

Finance costsInterest on borrowings, CCI and debentures (42,675) (40,053) (8,123) (12,736)Fair value adjustment – Swap (1) (128) (128)Result of derivative financial instruments (799) (326) (799) (326)Monetary variations liabilities (13,822) (10,997) (8,049) (5,809)Interest on obligations related to commercialtower (3) (8,968) (9,164) (8,968) (9,164)Others (4,418) (13,415) (2,406) (1,836)

(70,682) (74,083) (28,345) (29,999)

Finance incomeInterest – financial investments 13,383 3,188 10,915 1,952

Result of derivative financial instruments -Swap (2) 732 732Monetary variations assets 3,528 173 2,442 84Others 2,204 964 264 227

19,847 4,325 14,353 2,263

Finance result (50,835) (69,758) (13,992) (27,736)

(1) Refers to the recording of swap financial instrument at fair value in accordance with OCPC 03.

(2) Refers to gains on swap financial instrument upon the interest payment of Nibal's CRI ofR$ 200,000.

(3) Refers to the interest on obligations related to investment properties – commercial tower (Note12).



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26 Other income (expenses)

Consolidated Parent

March 31,2017

March 31,2016

March 31,2017

March 31,2016

Commercial Tower- CTBH Tower (1) 2,716Earn Out (2) 5,000 5,000Editals and publishes (27) (111) (16) (111)Advertising and marketing (86) (6) (86) (7)Expenses with lawyer’s fees (772) (45)Fines (1,141) (1,141)Write-off of structure cost (2,184) (2,184)Service expenses – Aliansce Mall e Mídiaand Aliansce Service (631) (1,136)Others 895 (1,144) (133) (930)

(3,946) 5,319 (3,605) 3,952

(1) This includes the income and expenses related to Investment property – commercial towerdescribed in Note 12.

(2) Earn out of R$ 5,000, related to the sale of interest in Acapurana which took place on the 3rdquarter of 2014.

27 Related-party transactions



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Consolidated


Transaction

Non-current

assets

Non-current

liabilities

Transaction/

result

Non-current

assets

Non-current

liabilities

Transaction/

resultSubsidiaries

Aliansce Shopping Centers S.A.Services

rendered 3,723 11,153

Aliansce Ass. Comercial Ltda.Services

rendered 590 2,917Aliansce Mall e Mídia Int. Loc. e

Merch. Ltda.Services

rendered 1,319 4,054

Nibal Participações S.A. (4) 4,474 (487) 4,570 (1,823)RRSPE Empreendimentos e

Participações Ltda. (5) 393 (42) 393 (165)Tarsila Empreendimentos e

Participações Ltda. (259) (970)NRM Participações e

Empreendimentos Ltda. (25) (95)Shopping Taboão 122 (578) 122 (2,061)Santana Parque Shopping (129) (514)Norte Shopping Belém (195) (508)Boulevard Shopping Belo

Horizonte (768) (2,827)Boulevard Shopping Belém (1,316) (3,579)Shopping Grande Rio (156) (742)Parque Shopping Maceió (383) (1,120)Shopping Parangaba (168) (501)Boulevard Shopping Brasília (176) (626)Caxias Shopping (163) (511)Boulevard Vila Velha (38) (170)Shopping Leblon 48 (335) 48 (309)Via Parque (330) (1,305)West Plaza (84) (298)Others 57 322 57 328

Other related partiesCPPIB Salvador Participações

Ltda. (3) 2,035 1,977FIP Bali (6) 20,733 20,733

27,862 322 27,900 328

Parent


Non-current

assetsNon-current

liabilitiesCurrent

assetsNon-current

liabilities

SubsidiariesNibal Participações Ltda. (1) 15,337 27,876 13,563 25,592Aliansce Estacionamentos Ltda. 39 39Matisse Participações S.A. (2) 2,400 2,400Others 34 5 32 602

Other related partiesCPPIB Salvador Participações Ltda. (3) 2,035 1,977

17,406 30,320 15,572 28,633

The main balances of assets and liabilities at March 31, 2017 and December 31, 2016, as well astransactions that influenced the results for the periods, with reference to transactions with relatedparties, are related to transactions between the Company, joint ventures, subsidiaries, associates andother related parties, as follows:

(1) These refer to rights and obligations related to the lease agreement with its wholly-ownedsubsidiary Nibal (holder of 41.59% of Condomínio Naciguat and 38.00% of Shopping



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Taboão), in which the Company became entitled to receive the revenues of theabovementioned shopping malls, by means of a transaction which resulted in the issuance ofreal estate credit notes (CCI) in the amount of R$ 200,000, (Note 15).

(2) On April 2, 2014, a loan agreement was signed between Matisse ("Lessor") and Aliansce("Lessee"), in the amount of R$ 2,400 with maturity due April 2, 2018.

(3) Receivables due to sale of 80. 3694% of Velazquez to CPPIB Salvador on December 26, 2014.

(4) Receivables due to the Program of Payment in Installments or Refinancing of Federal TaxDebts ("REFIS") from the former owner resulting from the incorporation of Ricshopping byNibal.

(5) Receivables due to the Program of Payment in Installments or Refinancing of Federal TaxDebts ("REFIS") from the former owner resulting from the incorporation of Reishopping byVelazquez, which was later incorporated by RRSPE.

(6) As agreed in the purchase and sale terms, the 25.1% interest in Shopping Leblon entered intoin August 2016 between FIP BALI and RLB Empreendimentos e Participações (sellers) andVivaldi (purchaser), it was defined the reimbursement obligation by the seller to thepurchaser in the case of payments related to the IPTU contingencies of Shopping Leblon(Note 18). As guarantee, the seller sold on a fiduciary basis the corresponding of 2.57% ofideal fraction of the mentioned shopping mall. Accordingly, it was recognized a receivable inthe same amount of the provision for contingencies.

Transactions/results refer to the management fee charged to the shopping malls by theadministrator Aliansce, which corresponds to a monthly fixed amount of approximately 1% to 5% ofthe monthly budget of the condominium. In addition, it comprises possible amounts charged by theadministrators upon the expansion of the shopping malls.

Obligations for sale of assets – related parties

On March 31, 2017, R$ 38,459 (R$ 37,967 on December 31, 2016) was accounted for in theconsolidated under "Obligations for sale of assets", from this amount the following balances arerelated-parties transaction:

Consolidated


2016

RRSPE (1) 1,627 1,581Tarsila (2) 23,149 22,703Vivaldi (3) 13,668 13,668

38,444 37,952

Current liabilities 5,986 4,360Non-current liabilities 32,458 33,592RRSPE result (3 months)* (46) (439)Tarsila result (3 months)* (446) (434)

* Refers to installment paid during the quarter.

(1) Amount related to obligation with Reishopping for the acquisition of Velasquez on February2012. The last installment will be paid in February 2018,

(2) Amount related to the obligations for the acquisition of the additional interest of 22.36% in



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Condomínio Naciguat which integrates Shopping da Bahia, which took place on January 31,2013, in two installments: the first one of R$ 12,500, with no update, due within 48 monthsfrom the beginning of the parking operation, which occurred in July 2015, and the secondone of R$ 10,572, updated by the CDI index, with maturity due January 31, 2019.

(3) Amount related to the obligation for the acquisition of 25.1% interest in Shopping Leblon.

Dividends and interest on capital receivable

Dividends and interest on capital receivable are as follows:

Parent

March 31,2017

December 31,2016

Fundo de Invest. Imobil. Via Parque Shopping 396Matisse Participações S.A. 325 316Fundo de Investimentos em Participações – Elephas 5,752 2,251Nibal Participações S.A. 6,692 2,040Boulevard Belém S.A. 1,679 1,313Cezanne Empreendimentos e Participações Ltda. 7,395 7,395Parque Shopping Maceió S.A. 638 510Boulevard Shopping S.A. 4,858 4,102

27,339 18,323

Current liabilities 27,339 18,323

Key management andofficers remuneration

The compensation paid to key management, which includes directors and officers, amounted toR$ 1,903 in the quarter ended March 31, 2017 (March 31, 2016: R$ 2,184). This amountencompasses short-term benefits, corresponding to: (i) fee paid to the members of the ExecutiveBoard and Board of Directors; (ii) bonus paid to the Executive Board; and (iii) other benefits, such ashealth care plan.

The Company has not made payments for post-employment benefits, other long-term benefits andtermination benefits.

The Company has a share-based compensation policy (Note 29).

Additionally, the Company's employees are entitled to receive meal vouchers, health care and lifeinsurance.

28 Collaterals and guarantees

The Company and/or its shareholders, in the capacity of guarantors of borrowings assumed by theCompany and by some of its subsidiaries, provided surety bonds in amounts proportional to theirinterest in the subsidiaries, in the amount of R$ 1,973,835.

The agreements for which the Company provided guarantees are detailed in Note 15.



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29 Stock option plan

The stock option plan for executives ("Plan") was approved at the Extraordinary General Meetingheld on November 12, 2009, and was changed on April 28, 2011 at the Extraordinary GeneralMeeting. The Plan provides that the Board of Directors can grant stock options to officers, employeesand service providers, or to other companies under the Company's control, or to condominiums ofthe shopping malls that the Company manages or in which it holds equity interests. The options tobe granted under the Plan may confer acquisition rights on a number of shares not in excess of 7% ofthe Company's total share capital, always within the authorized capital limits.

Stockholders will not have preference right in the granting or exercise of stock options under thePlan, pursuant to Article 171, paragraph 3 of the Brazilian Corporation Legislation.

Pursuant to the pronouncement CPC 10(R1) - Share-based payments, the Company accounts forexpenses related to the shares under the Plan between the option grant date and the date the optionsare exercised, based on the grant date fair value of the options granted. According to CPC 10 (R1),the options to be granted and exercised will not have effects on the Company's statement ofoperations, as this expense will be recognized during the vesting year.

The Company approved the 1st and 2nd Programs on May 7, 2010, ended in 2015; the 3rd Programon December 5, 2011, ended in 2016; the 4th Program on April 2, 2012; and the 5th Program onMarch 25, 2013, for granting and assignment of stock options to certain executives and employees, inconformity with the Stock Option Plan approved at the Extraordinary General Meeting held onNovember 12, 2009 and amended at the Extraordinary General Meeting on April 28, 2011. The totalshares of the effective programs of the Plan are as follows:

Program of thePlan Beneficiaries

Total sharesunder stock

optioncontracts

Exerciseprice – in

R$

4th ProgramExecutives and employees selected by the ExecutiveBoard 115,958 16.80

5th ProgramExecutives and employees selected by the ExecutiveBoard 335,000 23.64

The underwriting or acquisition price for the shares under all Programs will be adjusted monthlyaccording to the IPC-DI index disclosed by Fundação Getúlio Vargas, as of the grant date.

The options granted to beneficiaries are exercisable starting one year from the grant date, at a rate of25% p.a. Should a beneficiary not exercise the option by the end of each vesting period, or notexercise it in the allowed proportion during said period, such options not exercised will be added tothe options that will become exercisable by the end of the following period, and may be exercised inthe future.

The exercise period for the options granted under all Programs is five years from the grant date.After this period elapses, the beneficiary will lose the right to exercise the option.

Pursuant to Technical Pronouncement CPC 10 (R1) - Share-based payment, approved by the CVMDeliberation No. 562 of 2008, the Company started the recognition in the income statement in June2010 to the extent that services were provided in share-based payment transactions and the effecton the statement of operations for the quarter ended March 31, 2017 was R$ 86 (March 31, 2016:R$ 587).

The stock option premiums were calculated based on the grant date fair value in accordance witheach of the Company's programs, based on their respective market prices. Using the Black-Scholes



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valuation model and financial models, the Company estimated the accounting effects with areasonable degree of accuracy.

Programs 4th program 5th program

Exercise term 4/2/2017 3/25/2018Number of shares under the program 115,958 335,000Exercise price – in R$ 16.80 23.64Market price on the grant date – in R$ 17.48 22.66Fair value of the options – in R$ 4.53 4.10Volatility of the share price - % 27.62 22.94Risk-free rate of return - % 10.86 7.92Market value 525 1,373

In accordance with paragraph 45 of CPC 10 (R1), the number and the weighted average exerciseprice of stock options for each the following group of options are as follows:

Group of options Number

Weighted averageexercise price ofstock options

Outstanding at the beginning of thequarter

379,681 29.20

Expired during the quarterOutstanding at the end of the quarter 379,681 29.20

Exercisable at the end of the quarter 379,681 29.20

Programs 4th Program 5th Program

Weightedaverage exerciseprice of stockoptions

Grant date 4/2/2012 3/25/2013Correction factor at 3/31/2017 - % 39.13 31.73Original exercise price - in R$ 16.80 23.64 21.93

Outstanding at the beginning of the quarter 94,681 285,000Restated exercise price - in R$ 23.37 31.14 29.20

Outstanding at the end of the quarter 94,681 285,000Restated exercise price - in R$ 23.37 31.14 29.20

Exercisable at the end of the quarter 94,681 285,000Restated exercise price - in R$ 23.37 31.14 29.20

30 Insurance

The Company and its subsidiaries adopt the policy of contracting insurance coverage for assetssubject to risks. The insurance amounts are considered sufficient to cover possible losses, taking intoconsideration the nature of the activities. The risk assumptions adopted, given their nature, were notincluded in the scope of the audit and therefore were not audited by the independent auditors.

At March 31, 2017, the Company's shopping malls in operation were insured as follows:



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General civil liability - The shopping mall of the Company has a general civil liability insurancepolicy which the Company believes to cover the risks involved in their activities. The policies referto civil claim amounts to which the Company may be held liable by a final court decision or byexpress agreement by the insurance company, with reference to compensation for damagescaused to third parties. Moral damages covered in this policy for the operations of the shoppingmalls of the Company’s portfolio is R$ R$ 35,000.

Specific Risks and Operating Insurance – The Company’s shopping mall has insurance of SpecificRisks and Operating encompassing what the Company understands that are the main risksinvolved in its operations. The insured amount for each asset represents the Company’s estimatefor their total reconstruction plus lost profit. The deductibles vary according to insured events.The lost profits are also guaranteed in each one of the assets at an amount the Companyunderstands as representing the earnings for 12 consecutive months.

31 Events after the reporting period

In April 2017, CADE the purchase of indirect interest of 4.99% in Boulevard Shopping Belém,through the acquisition of 4.99% in Boulevard Belém and 4.99% in Matisse and 25% in ParqueShopping Belém, through the acquisition of 25% in Norte Shopping Belém, as agreement signed inJanuary 2017. After the acquisition, the Company will become holder of a 79.99% interest inBoulevard Shopping Belém and 75% in Parque Shopping Belém.

The Company’s investment will be of R$ 82.595, being a disbursement of R$ 37,870 (being R$15,000 attributed to the shares of Norte Shopping Belém; R$ 150 attributed to the shares issued byMatisse; and R$ 22,720 attributed to the shares of Boulevard Belém) and assumption of debt of R$44,725. The exact amount of the disbursement will be calculated according to the cash and the debtat the closure date and will be paid as follows: 54% upon the closure and the balance in 15installments adjusted by CDI and subject to the compliance with certain conditions.

In May 2017, the Company entered into an agreement with CTBH Fundo de Investimento Imobiliário,to exercise the option to purchase the Venture Boulevard Corporate Tower, as provided by Instrumentsigned by Aliansce and CTBH in February 2014 (Note 12), through agreement for the acquisition of100% of the quotas issued by CTBH.

The expectation is that the obligation arising from this operation, recorded as "Liability related tonon-current assets held for sale" (Note 12), is settled up to the 3rd quarter of 2017. Due to theCompany’s intention to sell the Tower, the asset will remain classified as "Non-current asset held forsale".

It is expected that the closure of the operation takes place after certain previous conditions arecomplied with, including the approval by CADE.

* * *



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Board of Directors

Delcio Lage Mendes - ChairmanRenato Feitosa Rique – Director

Graeme McAllister Eadie – DirectorPeter Ballon – Director

Thomas Joseph McDonald - DirectorCarlos Alberto Vieira - Independent Director

Rafael Sales Guimarães - Independent Director

Executive Board

Renato Feitosa Rique - Chief Executive OfficerEduardo Prado - Investor Relations Officer

Renato Ribeiro de Andrade Botelho - Chief Financial OfficerDelcio Lage Mendes - Chief Operations OfficerPaula Guimarães Fonseca - Chief Legal Officer

Ewerton Espínola Visco - Executive Officer

Mariana Barbosa Gomes da SilvaAccountant

CRC-RJ 094602/O-0

aliansce shopping centers s.a. and...

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