Tecnisa : Start Of The Term To Exercise The Preemptive Right

TECNISA S.A.

Publicly-Held Corporation

Corporate Taxpayer's ID (CNPJ/MF) No. 08.065.557/0001-12 Company Registry (NIRE) No. 35.300.331.613

NOTICE TO SHAREHOLDERS

TECNISA S.A., a corporation headquartered at Avenida Brigadeiro Faria Lima, n.º 3.477, 5.° andar, conjuntos 51, 52, 53 e 54, parte, bloco B, Itaim Bibi, CEP 04538-133, in the city and state of São Paulo, the articles of association of which are filed with the São Paulo State Commercial Registry ("JUCESP") under company registry (NIRE) No. 35.300.331.613, inscribed in the roll of corporate taxpayers (CNPJ/MF) under No. 08.065.557/0001-12, registered with the Brazilian Securities and Exchange Commission ("CVM") as a class "A" publicly-held corporation under code 20435 ("Company"), one of the largest developers of residential ventures in Brazil, working in an integrated manner (development, construction and sales mediation), with shares traded on the stock exchange under ticker TCSA3, in order to supplement the material fact disclosed on March 23, 2017 ("Material Fact") and the notice to shareholders disclosed on March 23, 2017 ("Notice to Shareholders"), hereby informs its shareholders, investors and the market in general of the following:

1. Capital Increase

2. Capital Increase. The Board of Directors of the Company, in a meeting held on March 23, 2017, approved, within the limit of the authorized capital, an increase in the capital stock of the Company in an amount of up to one hundred and fifty million reais (R$150,000,000.00) by issuing, for private subscription, up to fifty-seven million, six hundred and ninety-two thousand, three hundred and seven (57,692,307) new non-par, registered, book-entry common shares, for the issue price per share of two reais and sixty centavos (R$2.60) ("Capital Increase"), fixed as set forth in article 170, paragraph 1, III, of Law No. 6404 of December 15, 1976, as amended ("Brazilian Corporation Law"). The Capital Increase shall be carried out by means of private subscription of new non-par, registered, book-entry common shares, as set forth in article 170 of Brazilian Corporation Law.

3. Partial Approval. Approval of the capital increase partially subscribed will be admitted, provided that at least twenty-eight million, two hundred and ninety-seven thousand, nine hundred and thirty-eight (28,297,938) new non-par, registered, book-entry common shares are issued, corresponding to a minimum increase of seventy-three million, five hundred and seventy-four thousand, six hundred and thirty-eight reais and eighty centavos (R$73,574,638.80) ("Minimum Subscription").

4. Obligation to Subscribe. As disclosed by means of the Material Fact, the current shareholders, Meyer Joseph Nigri, Lilian Raquel Czeresnia Nigri and Jar Participações Ltda. (together "Current Shareholders") have assumed the obligation to, under the Capital Increase, subscribe and pay for, at least, 28,297,938 (twenty-eight million, two hundred and ninety-seven thousand, nine hundred and thirty-eight) new common shares, for the total amount of R$73,574,638.80 (seventy-three million, five hundred and seventy-four thousand, six hundred and thirty-eight reais and eighty centavos), equivalent to the Minimum Subscription.

5. Guarantee of Minimum Subscription. Under the subscription obligation undertaken by the shareholders Meyer Joseph Nigri, Lilian Raquel Czeresnia Nigri and Jar Participações Ltda., as mentioned above, the attainment of the Minimum Subscription is guaranteed.

6. Changes in the Capital Stock

   Capital Increase Minimum Amount. In case only the Minimum Subscription amount of shares is subscribed, the Company's capital stock may go from the current one billion, two hundred-seventy- two million, eight hundred and fifteen thousand, six hundred and thirty-one reais and eighty centavos (R$1.272.815.631,80) to one billion, three hundred and forty-six million, three hundred and ninety thousand, two hundred and seventy reais and sixty centavos (R$1,346,390,270.60), divided into three hundred and one million, seven hundred and ninety seven thousand, nine hundred and thirty eight (301,797,938) book-entry, registered, common shares with no par value.

7. Capital Increase Maximum Amount. In the event the shares of the Capital Increase are fully subscribed, the Company's capital stock may go from the current one billion, two hundred-seventy- two million, eight hundred and fifteen thousand, six hundred and thirty-one reais and eighty centavos (R$1.272.815.631,80) to one billion, four hundred and twenty-two million, eight hundred and fifteen thousand, six hundred and thirty-one reais and eighty centavos (R$1,422,815,631.80), divided into three hundred and thirty-one million, one hundred and ninety-two thousand, three hundred and seven (331,192,307) book-entry, registered, common shares with no par value.

8. Issue Price of the New Shares

9. Issue Price. The issue price of each new share is two reais and sixty centavos (R$2.60) per share.

10. Issue Price Fixing Criterion. The issue price has been fixed without unjustified dilution of the equity interest of the Company's current shareholders, based on the average closing quote of the shares issued by the Company on the stock exchange, weighted by the volume of shares traded, in the period from February 07, 2017, including, and March 22, 2017, including, upon application of a discount of approximately twenty percent (20%), as set forth in the final part of the legal provision.

11. Allocation of the Issue Price. The proceeds from the Capital Increase will be used to:

    (1) strengthen the Company's liquidity and improve its capital structure; (2) reduce its total indebtedness ratio net of cash and cash equivalents; and (3) operate with a less leveraged capital structure.

12. Right of the Shares Issued under the Capital Increase

13. Equal Rights. The new non-par, registered, book-entry, common shares to be issued will be entitled to receive full dividends and/or interest on equity, as well as any rights that may have been declared as of March 23, 2017, under equal conditions as the existing shares.

14. Form of Payment of the Shares

15. Payment. The subscribed shares should be paid in cash in Brazilian currency

16. Preemptive Right and Number of New Shares to be subscribed by each Shareholder in the Capital Increase

17. Base Date of the Preemptive Right. In accordance with the procedures defined by Itaú Corretora de Valores S.A., the financial institution in charge of providing bookkeeping services for the shares issued by the Company ("Bookkeeper"), by the Asset Depository of BM&FBOVESPA ("Asset Depositary") and the Company, the Company's shareholders will have a preemptive right to subscribe the new shares, proportionally to their shares held in the Company's capital on March 29, 2017, subject to the trading carried out by and including said date.

18. Subscription right per share. Considering the maximum amount of the Capital Increase and the Company's current ownership structure, each existing common share shall grant its holder the right to subscribe up to 0.210940793419 new non-par, registered, book-entry common shares (i.e., each shareholder may subscribe a number of new shares corresponding to 21.0940793419% of the number of shares held by it on the base date set forth in item 6.1 above).

19. Fraction of Shares. Fraction of shares arising from the exercise of the preemptive right, the right to subscribe any remaining shares or, as the case may be, the apportionment of shares will be disregarded.

20. "Ex-Right" Subscription Trading

21. "E x-right" subscription trading date. From March 30, 2017, including, the shares issued by the Company will be traded "ex-right" of subscription.

22. Assignment of Subscription Right

23. Possibility to Assign the Preemptive Right. The Preemptive Right to subscribe the shares under the Capital Increase may be freely assigned to third parties, as set forth in article 171, paragraph six of Brazilian Corporation Law.

24. The shareholders holding shares issued by the Company that wish to trade their preemptive rights may do so within the term fixed to exercise the preemptive right set forth in item 9, and they should do so in advance, so that the subscription rights assigned may be exercised within said term.

25. Shares Registered with the Bookkeeper. The shareholders holding shares issued by the Company that are registered in the records of the Bookkeeper (bookkeeping environment) may assign their preemptive rights (which include the right to subscribe remaining shares) by means of one of the specialized agencies listed in item 16 of this notice to shareholders.

26. Shares Held in Custody in the Asset Depository. The shareholders holding shares issued by the Company held in the Asset Depository may trade their preemptive rights to subscribe shares in the Capital Increase (which include the right to subscribe remaining shares) on the BM&FBOVESPA, under ticker "TCSA1", by means of their respective custody agents, and they should comply with the procedures and terms of the Asset Depository and respective custody agents.

27. Impossibility to Assign the Subscription Right of Remaining Shares. The Subscription Right of remaining shares may not be assigned independently or separately from the Preemptive Right upon subscription of the Capital Increase.

28. Term to Subscribe New Shares

29. Term to Exercise the Preemptive Right. The Preemptive Right to subscribe New Shares should be exercised from March 30, 2017, inclusive, to April 28, 2017, inclusive ("Term to Exercise the Preemptive Right").

30. Procedures to Subscribe New Shares

31. Possibility to Impose Conditions on the Decision regarding the Capital Increase. Considering the possibility of approving the Capital Increase partially subscribed, the subscribers may make their investment decision subject to the final conditions of the Capital Increase.