MRV Engenharia e Participacoes : Material Fact - Shareholders Opinion Request / Extraordinary General Meeting Postponed

MRV ENGENHARIA E PARTICIPAÇÕES S.A.

Corporate Taxpayers' Id. (CNPJ/MF): 08.343.492/0001-20

Company Registry (NIRE) No.: 31.300.023.907

Publicly Held Company

MATERIAL FACT

Belo Horizonte, September 16th, 2019 - MRV Engenharia e Participações S.A. (B3: MRVE3) ("Company"), pursuant to article 157, paragraph 4 of Law No. 6,404, dated December 15, 1976, as amended ("Brazilian Corporations Law"), and the regulations in force, as well as in accordance with the Material Facts disclosed on September 3 and 4, 2019, hereby informs the following to its shareholders and the market in general.

Company management reaffirms its recommendation to the proposal for the investment, by the Company, in AHS Residential, LLC, a foreign domiciled limited liability company, incorporated under the laws of Florida, United States of America ("AHS Residential"), through its wholly-owned subsidiary, MRV (US) Holdings Corporation, a foreign-based holding entity incorporated under the laws of Delaware, United States of America ("MRV US"), observing the minimum investment value of USD 220,000,000.00 (two hundred and twenty million dollars) and the maximum of USD 255,000,000.00 (two hundred and fifty-five million dollars), through the subscription of twenty per cent (20%) of the total capital stock of AHS Residential, representing fifty-one whole and one hundredth per cent (50.01%) of it's voting capital, after the approval of the Company's Extraordinary General Shareholders' Meeting, called on this date, to be held on October 04, 2019 ("First Stage"), with the possibility of increase of such ownership, in the future, to up to fifty- one percent (51%) of AHS Residential's total capital stock ("Transaction").

The Company understands that it is in its best interest that the transaction be performed for the following main benefits:

1. Shareholder value expansion: Through a well-known vehicle with a positive performance track record, it will be possible to access the lucrative US market, which has a high demand for housing focused on workforce;
2. Market diversification: The operation is in line with the Company's strategy for product and market diversification, through the creation of a housing platform. The opportunity to expand to the US market, complementing the Company's operations in Brazil, will allow access to new clients, funding sources, technologies, trends and capital markets; and
3. Exploration of synergies: The Company will also benefit from the synergy between the US and Brazilian operations in property management, including the exchange of technologies, people, processes and methods.

Therefore, the assessment of the relevance of the business embodied in the Transaction in its fundamental economic aspects remains unchanged.

Furthermore, the management reaffirms that it understands that it has taken all necessary precautions and has complied with all legal requirements necessary for the negotiation of the Transaction, including through the creation

of an independent committee that recommended the Transaction after discussing the Transaction with several independent consultants engaged specifically for the Transaction.

The Company understands that throughout its history has built a fruitful relationship with its main stakeholder: the capital markets. Such relationship has always been guided by the creation of shareholder value and the adoption of the highest corporate governance practices. Therefore, even though the Company's view of the Transaction remains the same, the Company, adopting a leading position in the Brazilian capital markets, has opted to interrupt the process of valuation of the Transaction by its shareholders to hear from them about the following topics:

1. Corporate governance measures that may be adopted by AHS Residential or MRV US, in order to ensure that the relationship between the Company and AHS will always be guided by the best corporate practices and in line with the interests of the several stakeholders involved;
2. Suggestions of contractual practices and/or provisions aiming at ensuring the alignment of interests between the Company's controller and AHS' controller;
3. Business parameters that may guide or direct the financial relationship between MRV and AHS, including in the context of investments that are necessary to finance AHS' long-term business plan; and
4. Conditions for the potential sale of equity held by the current AHS controller.

To submit any suggestions, please fill out the form highlighted at the following address: http://bit.ly/2mkNgsJ, subject to the deadline of September 24, 2019.

Once the comments have been received, the Company's management and the Independent Committee shall evaluate the comments sent and make a new call scheduled for October 1, 2019, remaining cancelled the call made on September 4, 2019.

The option to be followed is essentially linked to the history and track-record of our controlling shareholder and its relation with the capital markets. The combination of our controlling shareholder's strategies coupled with the capital markets confidence in his projects allowed the Company to consolidate its position as a leader of the low-income real estate housing industry with a R$8 billion market capitalization. Our controlling shareholder is also responsible for the inception of at least other two publicly held companies with a combined market capitalization higher than R$15 billion operating in other industries. Such track-record of market value creation combined with a consistent and unquestionable conduct pattern as controlling shareholder put MRV in a unique position to be a pioneer in enhancing the channel with its investors by opening a communication window where MRV's shareholders will be able to share their views with respect to the Transaction aiming at creating additional value for MRV and the Transaction.

Belo Horizonte, September 16, 2019.

Ricardo Paixão Pinto Rodrigues

Chief Financial and Investor Relations Officer