MRV Engenharia e Participacoes : Material Fact - MRV's Board of Directors approved call for General Extraordinary Meeting to deliberate on AHS Investment

MRV ENGENHARIA E PARTICIPAÇÕES S.A.

CNPJ/ME nº 08.343.492/0001-20

NIRE 31.300.023.907

Publicly-held Company

MATERIAL FACT

Belo Horizonte, September 04, 2019 - MRV ENGENHARIA E PARTICIPAÇÕES S.A. ("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, hereby informs the following to its shareholders and the market in general.

The Company's Board of Directors approved, on this date, the call for General Extraordinary Shareholder's Meeting to deliberate on 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 Transaction is subject to the approval of the aforementioned Company's Extraordinary General Meeting, being the First Stage carried out for the amount of USD 46,483,425.00 (forty-six million, four hundred and eighty-three thousand, four hundred and twenty and five dollars).

The second stage of the Transaction will be completed until April 2022, with the additional subscription of thirty-one percent (31%) of AHS Residential's total capital stock, for a price per unit timely determined in accordance with a calculation methodology provided for in the Investment Agreement (as defined below), mainly based on the Net Asset Value (NAV) of AHS Residential, given that the respective pay-ups must occur until April 2021 and April 2022 ("Second Stage").

The Transaction will not comprise a secondary operation and the investment will be directed entirely to financing AHS Residential's growth, so that there will be no receipt of such amount by the current shareholders of AHS Residential, who will not sell their stakes.

The Company informs that, in order to ensure that commutative conditions are met in the negotiation, it approved, at the Board of Directors meeting held on July 2, 2019, the provisional constitution of a Special Independent Committee ("Independent Committee"), to negotiate the terms and conditions of the Transaction, considering, also, the existence of related parties.

The members of said Independent Committee were appointed and consisted exclusively of independent appointed directors in the form of B3's Novo Mercado segment, in compliance with the Brazilian Securities and Exchange Commission recommendations.

The Independent Committee does not have executive functions or deliberative character, reason why its opinions, proposals or recommendations were sent to the Board of Directors for deliberation.

Additionally, the Transaction was evaluated and recommended by the Company's Audit Committee, which, after following the resolutions of the Board of Directors, issued an opinion favorable to the submission of the proposal to the General Shareholders' Meeting.

The Company will keep its shareholders and the market informed of the next stages related to the Transaction.

1. Companies Involved in the Transaction and their activities

About the Company

The Company is a publicly-held company Category "A", with headquarters in the city of Belo Horizonte, State of Minas Gerais, at Av. Professor Mário Werneck, 621, Estoril, Zip Code 30455-610, inscribed in CNPJ/MF under the No. 08.343.492/0001-20, and in the Commercial Registry of the state of Minas Gerais, under the number of registration (NIRE) 31.300.023.907.

The Company's business focuses on: (i) the management of own assets; (ii) the incorporation, construction and commercialization of own or third-party properties; (iii) the provision of engineering services relevant to the duties of the technical managers; and (iv) the participation in other companies as partner or shareholder.

About AHS Residential and AHS Development

AHS Residential is a foreign-based limited liability company incorporated under the laws of Florida, United States of America.

AHS Residential's business focuses mainly on the development, construction and rental and management of residential real estate. It's capital stock is divided between (i) AHS Development Group LLC ("AHS Development") and

1. SP AHS Multi Family LLC ("Silverpeak"), companies incorporated in the United States of America, which hold ninety-four whole and five tenths per cent (94.5%) and five whole and five tenths percent (5.5%) of the total capital stock, respectively.

AHS Development, in turn, is controlled by AHS Development Holdings Limited ("AHS Holding"), which holds ninety- one percent (91%) of its share capital. AHS Holding holds one hundred per cent (100%) of its share capital held by CitiTrust (Bahamas) Limited, which in turn holds 100% of its share capital held by the Menin Family.

2. Transaction

As a result, and within the scope of the Transaction, the Company's shareholders will become indirect shareholders of MRV US and, consequently, of AHS Residential, as per the corporate structure below:

3. Main benefits of the Transaction

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.

4. Submission of the Transaction to Brazilian or Foreign Authorities

The Transaction does not depend on the submission to, or approval of, Brazilian or foreign authority.

5. Applicability of Right to Withdrawal and Amount of Refund

There is no right to withdrawal to the Company's shareholders, pursuant to article 256 of the Brazilian Corporations Law, since the amount being paid does not exceed the amounts provided for in such legal provision.

6. Appraisal Report and Other Documents

The Company informs that, to subsidize the studies and projections carried out, the Management of the Company hired the following technical and legal advisors:

• Morrison, Brown, Argiz & Farra, LLC., A company based in the United States of America, in the city of Miami, State of Florida, at 1001 Brickell Bay Drive, 18th floor, Zip Code 33131 ("MBAF"), as specialized company responsible for the preparation of the appraisal report of AHS Residential units to be subscribed by MRV US, pursuant to article 256, paragraph 1, of the Brazilian Corporations Law. MBAF, in turn, used in its calculation methodology references of real estate appraisals of the US industry produced by the following companies: Walter Duke & Associates (www.walterdukeandpartners.com); Apraisal First (www.appraisalfirst.net); Blake & Associates (www.blakeandassoc.com) and Coldwell Banker Richard Ellis - CBRE (www.cbre.com);
• Bain & Company - Bain do Brasil Ltda., A company registered with the CNPJ/ME under No. 02.194.588/0001- 97, with address at Av. Presidente Juscelino Kubitschek, No. 1909, North Tower, 17th floor, São Paulo, SP, for studies and analysis of synergies, market trends, growth potential and possible structures of the Transaction, as well as other issues related to the integration of the Company's and AHS Residential's activities;
• Almeida, Rotenberg and Boscoli - Sociedade de Advogados, a law firm registered with the CNPJ/ME under No. 61.074.555/0001-72, headquartered in the city of São Paulo, State of São Paulo, at Avenida Pedroso de Morais, No. 1201 , Pinheiros, ZIP Code 05401-350 and Holland & Knight (UK) LLP, a law firm established under the laws of England and Wales, registered under number OC327443, headquartered in Leaf 27C, Tower 42, 25 Old Broad Street, London, EC2N 1HQ, for legal structuring of the Transaction, drafting of documents and legal advice.

In addition, the Company informs that, through its wholly-owned subsidiary MRV US, it (i) has entered into with AHS Residential and AHS Development, on this date, the AHS Residential LLC Unit Purchase Agreement ("Investment Agreement") which regulates the terms and conditions of the indirect investment by the Company in AHS Residential, as well as (ii) entered into with AHS Development and Silverpeak, the shareholders agreement of AHS Residential (Amended and Restated Limited Liability Company Agreement). The effects these agreements, as well as of the entire Transaction, are subject to the approval of the General Shareholders' Meeting to be called on this date for October 4, 2019.

7. Additional Information

The closing of the Transaction remains subject to the approval by the Company's Extraordinary General Meeting, pursuant to article 256 of the Brazilian Corporations Law, to be held on October 04, 2019.

Additional information about the Transaction is available on the Company's investor relations website (https://ri.mrv.com.br/) and will be continuously disclosed to the market as its stages progress.

Belo Horizonte, September 04, 2019.

Ricardo Paixão Pinto Rodrigues

Chief Financial and Investor Relations Officer