MRV Engenharia e Participações : Notice to Shareholders - Capital Increase - Issuing Stocks

MRV ENGENHARIA E PARTICIPAÇÕES S.A.

CNPJ/MF nº 08.343.492/0001-20

NIRE 31.300.023.907

Publicly-traded Company

NOTICE TO SHAREHOLDERS

CAPITAL INCREASE

Belo Horizonte - January 27th, 2020 - MRV ENGENHARIA E PARTICIPAÇÕES ('Company'or 'MRV'), publicly announces to its Shareholders and the market, that in accordance with Article 30-XXXII,CVM Securities and Exchange Instruction n. 480, December 7, 2009, edited from (Instruction CVM 480), presenting the following information required within the attached document as regards its capital increase approved by the Board of Directors at the meeting held on January 17, 2020 as follows:

1. Date of the General Stockholder Meeting in which plans for a buy back were approved:

On April 2, 2017, the general stockholders of the company approved the first plan for a buy back, as stated on October 15, 2013 (Plan I).

On April 19, 2018, the general stockholders of the company approved a second plan for a buy back, as stated on March 15, 2019 (Plan II).

2. Value of capital increase and new working capital:

The increase in capital approved by the Board of Directors on this date will be a total of R$ 955,070.56 (nine-hundred and fifty-five thousand, seventy Brazilian reais and fifty-six cents), from the issue of 527,616 (five-hundred twenty- seven thousand, six-hundred and sixteen) ordinary shares, nominative and registered, without nominal value, bringing the total share capital of the company from R$ 4,282,130,219.87 (four billion, two-hundred and eighty-two million, one-hundred and thirty thousand, two-hundred and nineteen Brazilian reais and eighty-seven cents) to R$ 4,283,085,290.43 (four billion, two-hundred eighty three million, eighty-five thousand, two-hundred and ninety Brazilian reais and forty-three cents)

3. Number of shares issued for each type and class:

A total of 527,616 (five-hundredtwenty-seven thousand, six-hundred and sixteen) ordinary shares were issued, all nominative and registered, with no nominal value, in offer to the buyback options carried out by beneficiaries by the plans.

4. Issue price for new shares:

1. 13,965 (thirteen thousand, nine-hundred and sixty-five), buy back from Program 4, carried out at the approximate value of R$ 6.62 (six Brazilian reais and sixty-two cents) totaling an issue of 13,965 (thirteen thousand, nine-hundred and sixty-five) ordinary shares, all considered within this act, according to the statements attached.
2. 50 (fifty), buy back from Program 4, carried out at the approximate value of R$ 8.45 (eight Brazilian reais and forty-five cents), totaling the issue of 50 (fifty) ordinary shares, all considered within this act, according to the statements attached.
3. 283,837 (two-hundred and eighty-three thousand and eight-hundred and thirty-seven) buy back from Program 5, carried out at the approximate value of R$ 0.60 (sixty cents), totaling the issue of 283,837 (two-hundred and eighty-three thousand and eight-hundred and thirty-seven) ordinary shares, all considered within this act, according to the statements attached.
4. 47,344 (four-hundred and seventy thousand, three-hundred and forty-four) buy back from Program 6, carried out at the approximate value of R$ 1.46 (one Brazilian reais and forty-six cents), totaling issue of 47,344 (four-hundred and seventy thousand, three-hundred and forty-four) ordinary shares, all considered within this act, according to the statements attached.
5. 145,520 (one-hundred and forty-five thousand, five-hundred twenty) buy back from Program 7, carried out at the approximate value of R$ 2.10 (two Brazilian reais and ten cents), totaling the issue of 145,520 (one-hundred and forty-five thousand, five-hundred twenty) ordinary shares, all considered within this act, according to the statements attached.
6. 21,600 (twenty-one thousand, six-hundred) buy back from Program 8, carried out at the approximate value of R$ 6.42 (six Brazilian reais and forty-two cents), totaling the issue of 21.600 (twenty-one thousand, six-hundred) ordinary shares, all considered within this act, according to the statements attached.
7. 7,400 (seven thousand, four hundred) buy back from Program 9, carried out at the approximate value of R$ 11.14 (eleven Brazilian reais and fourteen cents), totaling the issue of 7,400 (seven thousand, four hundred) ordinary shares, all considered within this act, according to the statements attached.
8. 6,450 (six thousand, four-hundred fifty) buy back from Program 10, carried out at the approximate value of R$ 11.51 (eleven Brazilian reais and fifty-one cents), totaling the issue of 6,450 (six thousand, four-hundred fifty) ordinary shares, all considered within this act, according to the statements attached.
9. 1,450 (one thousand, four-hundred and fifty) buy back from Program 11, carried out at the approximate value of R$ 14.40 (fourteen Brazilian reais and forty cents), totaling an issue of 1450 (one thousand, four-hundred and fifty) ordinary shares, all considered within this act, according to the statements attached.

5. The quote price for each type and class of stock from the issue in which they are negotiated identified as: a. Minimum, average and maximum quotation value share price for each year, the last three years:

2020

(from 02/01/2020 to 17/01/2020)

Minimum	Average	Maximum
20.85	21.77	22.35

2019

(from 02/01/2019 to 30/12/2019)

Minimum	Average	Maximum
10.15	16.92	22.78

2018

(from 02/01/2018 to 28/12/2018)

Minimum	Average	Maximum
11.26	13.67	16.67

2017

(from 02/01/2017 to 29/12/2017)

Minimum	Average	Maximum
10.83	13.72	16.67

Source: AE Broadcast

b. Minimum, average and maximum quotation value share price for each quarter, last two years:

1Q20

(from 02/01/2020 to 17/01/2020)

Minimum	Average	Maximum
20.85	21.77	22.35

4Q19

(from 01/10/2019 to 30/12/2019)

Minimum	Average	Maximum
16.36	18.64	22.78

3Q19

(from 01/07/2019 to 30/09/2019)

Minimum	Average	Maximum
16.34	19.02	22.65

2Q19

(from 01/04/2019 to 28/06/2019)

Minimum	Average	Maximum
13.25	15.84	19.90

1Q19

(from 02/01/2019 to 29/03/2019)

Minimum	Average	Maximum
10.15	14.00	15.62

4Q18

(from 01/10/2018 to 28/12/2018)

Minimum	Average	Maximum
11.30	12.35	14.51

3Q18

(from 02/07/2018 to 28/09/2018)

Minimum	Average	Maximum
11.71	12.96	14.08

2Q18

(from 02/04/2018 to 29/06/2018)

Minimum	Average	Maximum
11.26	12.95	14.08

1Q18

(from 02/01/2018 to 29/03/2018)

Minimum	Average	Maximum
14.57	15.47	16.67

Source: AE Broadcast

c. Minimum, average and maximum quotation value share price per month, last six months:

	jan/20
(from 02/01/2020 to 17/01/2020)
Minimum	Average	Maximum
20.85	21.77	22.35
	dec/19
(from 02/12/2019 to 30/12/2019)
Minimum	Average	Maximum
17.37	20.45	22.78
	nov/19
(from 01/11/2019 to 29/11/2019)
Minimum	Average	Maximum
16.36	17.90	19.17
	oct/19
(from 01/10/2019 to 31/10/2019)
Minimum	Average	Maximum
16.93	17.75	18.51
	sep/19
(from 02/09/2019 to 30/09/2019)
Minimum	Average	Maximum
16.34	17.96	20.27
	aug/19
(from 01/08/2019 to 30/08/2019)
Minimum	Average	Maximum
17.62	19.70	22.65
	jul/19
(from 01/07/2019 to 31/07/2019)
Minimum	Average	Maximum
18.40	19.37	20.38

Source: AE Broadcast

d. Average quotation value share price last 90 days:

90 days

(from 17/10/2019 to 17/01/2020)

Average

19.42

Source: AE Broadcast

6. Potential dilution percentage as a result of issue:

The potential dilution percentage as a result of issue, calculated in terms of the official statement from CVM/SEP/03/2019 is 0.118795059%.

Ricardo Paixão Pinto Rodrigues

Chief Financial and Investor Relations Officer