TECNISA S.A.

Publicly-held Company

Corporate Taxpayer's ID (CNPJ): 08.065.557/0001-12
Company Registry (NIRE): 35.300.331.61

NOTICE TO SHAREHOLDERS

TECNISA S.A.("Company"), one of the largest residential developers in Brazil, operating with an integrated business model that includes development, construction and brokerage operations, whose shares are traded on the stock exchange under the ticker TCSA3, hereby informs its shareholders, in addition to the Notice to Shareholders dated April 24, 2015, the payment of dividends, approved by the Ordinary Shareholders Meeting held on April 24, 2015, in the amount of R$ 36.895.866,75 (thirty-six million, eight hundred ninety-five thousand and eight hundred sixty six reais and seventy five cents), equivalent to R$ 0.2056007857 per common share disregarding treasury shares, as follows:

1. The total amount of declared mandatory dividend corresponds to 25% (twenty five percent) of adjusted net income in accordance with Article 202 of Law No. 6404 of December 15, 1976, as amended ("Brazilian Corporate Law") and Article 30 of the Company's bylaws.
2. Each common share, less the treasury shares will confer the right to receive the amount of R $
0.2056007857 the mandatory dividends.
3. Entitled to dividends declared persons registered as shareholders of the Company on the base date of
April 24, 2015.
4. The Company's shares will trade ex-dividend from April 25, 2015, inclusive.
5. The treasury shares will not be entitled to any value as dividend, as provided for in § 4 of Article 30 of the Corporations Law and Article 16 of CVM Instruction No. 10, 1980.
6. Payment of the dividend will be made in local currency, in a lump sum, by the end of 2015 year, as a date to be fixed by resolution of the Board of the Company and timely disclosed by further notice to shareholders.
7. There will be no monetary or subject to interest from the date of dividend declaration and the date of actual payment.

8. On the date of dividend payment, as defined by the Board, the Company will credit the dividend payable to each shareholder, according to the number of ordinary shares held on the record date of April 24, 2015, according to the bank address provided to Itaú Unibanco S.A, a financial institution to provide bookkeeping services of the Company's shares.
9. For shareholders whose registration does not contain details of the social security number / CNPJ or indication of "Bank / Branch / Current Account", the dividends will be credited from the 3rd business day after the date of update cadastral in the electronic files of Itaú Unibanco S.A, which can be done through any branch of the network.
10. Shareholders whose shares are deposited in institutions providing securities custody services will have their dividends credited according to procedures adopted by depository institutions.
11. The payment of the dividend to the holders of American Depositary Receipts backed by our common shares will follow the procedures of the depository institution issuing of Depositary Receipts.
12. The receipt of the dividend is exempt from income tax in accordance with Article 10 of Law 9249 of
1995.
13. Service Locations - At the branches of Itaú Unibanco SA listed below and in other agencies authorized to provide services to shareholders, during business banking services:
AGÊNCIA ESPECIALIZADA VALORES MOBILIÁRIOS BRASÍLIA SCS Quadra 3 - Edif. D'Angela, 30 - Bloco A, Sobreloja - Centro
AGÊNCIA ESPECIALIZADA VALORES MOBILIÁRIOS BELO HORIZONTE Av. João Pinheiro, 195 - Subsolo - Centro
AGÊNCIA ESPECIALIZADA VALORES MOBILIÁRIOS CURITIBA R. João Negrão, 65 - Sobreloja - Centro
AGÊNCIA ESPECIALIZADA VALORES MOBILIÁRIOS PORTO ALEGRE R. Sete de Setembro, 1069 - 3º andar - Centro
AGÊNCIA ESPECIALIZADA VALORES MOBILIÁRIOS RIO DE JANEIRO Av. Almirante Barroso, 52 - 2º andar
AGÊNCIA ESPECIALIZADA VALORES MOBILIÁRIOS SÃO PAULO R. Boa Vista, 176 - 1 Subsolo - Centro
AGÊNCIA ESPECIALIZADA VALORES MOBILIÁRIOS SALVADOR Av. Estados Unidos, 50 - 2º andar - Comércio

In accordance with applicable law and in accordance with best governance practices, the Company will keep its shareholders, its investors and the market in general informed about the new election of the board.
São Paulo, April 24, 2015.

Vasco de Freitas Barcellos Neto

Chief Financial and Investor Relations Officer

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