Material Fact - Opportunity assessment: Acquisition of AHS' primary equity

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 03rd, 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 ("Corporation Law"), and the regulations in force, hereby informs the following to its shareholders and the market in general.

With regards to the article published on the news portal "Bloomberg" titled "MRV is about to buy Rubens Menin's company in the US" ("MRV está perto de comprar empresa de Rubens Menin nos EUA") at 6:20PM, the Company clarifies that it is carrying studies on a potential investment in AHS Residential LLC, which operates in the multifamily real estate segment in the United States and is controlled by the Menin family ("AHS").

The company clarifies that:

• The studies were motivated by the profitability and return of the development, rent and sales market for the American workforce segment for MRV. This profitability is the result of the continuous asset recycling model, which guarantees low capital requirements;
• AHS is a company with proven track record, awarded in its business segment;
• Investment aimed at financing AHS's growth without disbursement to current shareholders who will not sell their stakes; and
• Being in the US market (which has huge potential) is an important diversification strategy for MRV.

However, there is no document binding the Company and any decision regarding the implementation of the investment which will be subject to the evaluation of an independent board appointed by the Company's management and subsequent submission to the shareholders.

Additional information about the Transaction is available on the Company's investor relations website (click here) and the Company will keep its shareholders and the market informed of this potential transaction.

Ricardo Paixão Pinto Rodrigues

Diretor Executivo de Finanças e Relações com Investidores