HELBOR EMPREENDIMENTOS S.A. Public Company CNPJ/MF n.º / NIRE Código CVM n.º 20877

Transcription

1 NOTICE TO SHAREHOLDERS CAPITAL INCREASE Notice about capital increase approved by the Board of Directors (ICVM 480 Anexo 30 XXXII) and opening the period for exercising the preemptive right HELBOR EMPREENDIMENTOS S.A. Public Company CNPJ/MF n.º / NIRE Código CVM n.º Mogi das Cruzes, September 20, Helbor Empreendimentos SA, a corporation headquartered in the city of Mogi das Cruzes, São Paulo, at Avenida Vereador Narciso Yague Guimaraes, 1145, 15th floor, Jardim Armenia, Helbor Concept Edíficio Corporate, city of Mogi das Cruzes, São Paulo, CEP , with its articles of incorporation registered at the Commercial Registry of the State of São Paulo ("JUCESP") under NIRE , enrolled with the CNPJ/MF No / registered in the Comissão de Valores Mobiliários ( "CVM") as a public company category "A" under the code 20877, with its stocks traded on the Novo Mercado of BM&FBOVESPA S.A. - Bolsa de Valores Mercadorias e Futuros ( "BM&FBOVESPA") under HBOR3 code, a residential and commercial real estate developer in 10 states and the Federal District, covering 28 cities in Brazil, hereby, in accordance with the purposes of Article 30, item XXXII CVM instruction 480, of December 7, 2009 ("CVM instruction 480"), and of 4 of article 157 of Law No of December 15, 1976, as amended ("Brazilian Corporate Law"), and CVM Instruction 358, of January 3, 2002, as amended ("CVM Instruction 358"), subject to the guidelines contained in the Ofício-Circular/CVM/SEP/N 02/2016 of February 29, 2016, informs its shareholders, investors and the market in general as follows: 1. The issuer shall disclose to the market the value of the increase and the new capital, and the increase will be made by: (a) conversion of debentures or other debt securities into shares; (B) exercise of subscription rights or warrants; (C) capitalization of profits or reserves; or (d) subscription of new shares: The Board of Directors, in a meeting held today, approved, within the authorized capital limit, increase in the Company's capital in the amount of R$ 120,000, (one hundred and twenty million and one real and forty-five cents) through the capital of R$ 806,376, company (eight hundred and six million, three hundred and seventy-six thousand, three hundred and five reais) to R$ 926,376, (nine hundred twenty-six million, three hundred and seventy six thousand, three hundred and six reais and forty-five cents) made by the private issue of xxx (xxx) new common shares, all book-entry, without par value ( "Capital Increase"). The capital increase will made by private subscription of new common shares, all without par value, in accordance with Article 170 of the Corporations Law, the issue price per share of R$ 1.76 (one real and seventy-six cents), established in accordance with the terms of Article 170, 1, III of the Corporation Law, based on the average closing price of stocks of the Company weighted by the volume of shares traded on the BM&FBOVESPA in the period between May 13, 2016, including, and September 19, 2016, inclusive, and applied a discount of %. Payment for the new shares will be made in cash, in Brazilian currency, upon subscription.

2 Will be allowed a partially subscribed capital increase by subscribed at least 56,818,182 (Fifty-six million, eight hundred eighteen thousand, one hundred eighty-two) new common, all book-entry and without par value, corresponding to a minimum increase of R $ 100,000, (one hundred million reais and thirty two cents) ( "Minimum Subscription"). If only be subscribed shares Minimum Subscription, the Company's capital will be R$ 906,376, (nine hundred and six million, three hundred seventy-six thousand, three hundred and five reais and thirty two cents), divided into 314,518,119 (three hundred and fourteen million, five hundred and eighteen thousand, one hundred and nineteen) common shares, all book-entry without par value. 2. The issuer must explain in detail the reasons for the increase and its legal and economic consequences. The capital increase will strengthen the Company's capital structure in order to reduce its net debt and consequently the current level of leverage (Net Debt/Total Shareholder s Equity). Management believes, therefore, that there will be improvement in the perception of risk by financial market stakeholders (banks, investors, shareholders, rating agencies, etc.) due to the increase of liquidity ratios in balance sheet accounts, demonstrating a greater financial strength to cover the cash necessities for business operations. 3. The issuer must provide a copy of the opinion of the Fiscal Council, if applicable. The company does not have a Fiscal Council. 4. In case of capital increase made by subscription of shares, the issuer must: 4.1. describe the allocation of resources: The funds raised through the capital increase will be used to: (I) increase the company's liquidity and strengthen its capital structure; (Ii) reduce the leverage of the capital structure; (Iii) strengthen the cash position Inform the number of issued shares of each type and class: Will be issued, at least 56,818,182 (fifty-six million, eight hundred and eighteen thousand, one hundred eighty-two) and a maximum of 68,181,819 (sixty-eight million, one hundred eighty-one thousand, eight hundred nineteen) new common shares, all book-entry with no par value describe the rights, advantages and restrictions attributed to the shares to be issued: After the ratification of the capital increase by the Board of Directors, the new ordinary shares will be entitled to the same rights as the existing ordinary shares, such as participation, on equal terms, for all the benefits that may be distributed by the Company to current common shares, including dividends, interest on equity and capital remuneration, one vote per common share at general meetings and other rights conferred by the Brazilian Corporate Law and the Novo Mercado.

3 4.4. inform if related parties, as defined by accounting rules that address this matter, will subscribe shares in the capital increase, specifying the respective amounts when such amounts are already known: The related parties which holds the Company's control, namely Hélio Borenstein S.A. Administração, Participações e Comércio and Henrique Borenstein, undertake to subscribe and pay a minimal amount of 36,560,342 (thirty-six million, five hundred and sixty thousand, three hundred forty-two) of new shares, the total amount of R$ 64,346, (sixty-four million, three hundred forty-six thousand, two hundred and two reais and three cents), and a maximum amount of 39,772,728 (thirty-nine million, eight hundred seventy-two thousand, seven hundred twenty-eight) of new shares, for R$ 70,000, (seventy million reais and twenty eight cents). The commitment of the related party that holds the control subscribe and pay for the new shares is higher than 8.787% the number of shares which they have the preemptive right. The other related parties that have stake in the company, at the moment, remained silent about the subscription of the shares that they are entitled in the capital increase. The Company considers as related parties a person or entity that is related to the Company pursuant to item 2.1 of the Policy Transactions with Related Parties approved by the Board of Directors Inform the issue price of the new common shares: The issue price of common shares, nominative, book entry and with no par value will be R$ 1.76 (one real and seventy-six cent), determined without dilution of the current shareholders, in accordance with the provisions of item 1, above inform the nominal value of the shares issued or, in case of shares without nominal value, the portion of the issue price to be allocated to the capital reserve: The shares issued have no par value and the full amount of its capital increase will be allocated to the Company's capital, with no allocation to the formation of capital reserve provide management's opinion on the effects of the capital increase, especially with regard to the dilution caused by the increase: Management believes that the capital increase as proposed will strengthen the Company's capital structure, and will provide the cash requirements for the maintenance and business optimization, financial results, business activities and create value for shareholders due to the less debt and more robust capital structure. The Company's management does not expect dilution of shareholders due to the capital increase. If the shareholders exercise their right to subscribe for new common shares, with no par value, in proportion to their shareholdings in the Company's share capital on September 23, 2016, they will not have their interests in the capital of Company diluted and continue enjoying political and economic rights as the shares held confer.

4 If the shareholders do not exercise their subscription rights and cede their preemptive rights to subscribe new shares to third parties as permitted by 6 of Article 171 of the Corporation Law, the shareholders will have their political rights diluted in proportion to the shares that may to be subscribed by the third assignee, but its economic rights will be or not diluted as the amount to be paid to such shareholder for the third assignee by way of assignment of preemptive rights. However, shareholders who do not come to exercise their preemptive rights to subscribe new shares from capital increase and not cede their preemptive right to third parties, will have its political and economic stake in the share capital of the Company diluted. However, this dilution will not be unwarranted and shall be based on the terms and conditions of the Capital Increase inform the price calculation criteria for the issue and justify in detail the economic aspects that determined the choice: The establishment of the issue price at R$ 1.76 (one real and seventy-six cents) per share, had as parameter the average of the closing prices of the shares weighted by the number of shares traded on the BM&FBOVESPA in the period between May 13, 2016, inclusive, and September 19, 2016, inclusive, as provided for in section III of 1 of article 170 of the Corporation Law, with a discount of %. However, the closing price weighted by the number of shares traded is used in standards established by the CVM, for example, the CVM No. 567/15. The choice of pricing criteria is referenced in 1 of Article 170 of the Corporation Law which states that the issue price must take into account, alternative or in combination, the following criteria: (I) the Company's profitability perspective; (Ii) the net asset value per share; and (Iii) the share price in the market. In the economic perspective, the cotation in BM&FBovespa is the one that best represents the value that economic agents and investors are likely to pay for the Company's shares. The recent history, which was considered the prices in shares traded on the BM&FBovespa allowed its fixation in value that encourages shareholders with an application of negative goodwill, and still attractive compared to the traded values in the trading sessions immediately prior to the date of this proposal. Considering into account the national stock market volatility and the volatility of the company's shares, the weighted by the volume of shares traded aims to minimize the effects of high supply or demand for the Company's shares at specific times. Additionally, the range of 90 sessions was determined in order to be the period between the study 30, 60 and 90 sessions, whose volatility index was in the lowest level, %, compared % and % for 60 and 30 trading sessions, respectively, and behold, in the view of management, long enough gap and, concomitantly, short to absorb the variables that impact the value of the shares on the stock exchange. Thus, the choice of the criteria set out in section III of 1 of Article 170 of the Corporation Law, is considered the most appropriate to encourage the adherence of the capital increase and, consequently, the subscription of new shares by the shareholders.

5 4.9. if the issue price has been fixed at a premium or discount in relation to market value, identify the reason for the premium or discount and explain how it was determined: As a way to encourage subscription by shareholders and investor, the issue price of the shares of the capital increase was determined whit a discount of % compared to the average weighted by trading volume of the closing prices of the company's shares in the period of 90 trading days prior to the Board of Directors decision. The negative goodwill was determined in line with market patterns formed from similar preterit transactions where we analyzed the potential demand in relation to the issue price. Thus, it was found that 6 operations, considering a total of 10 operations, contemplated discount on issue price in order to attract a larger number of shareholders and investors. In addition, the average of the negative goodwill of these 6 operations was %. In this sense, taking the value of R$ per share, the Company's management considered reasonable and attractive, with a view to greater funding, fixing the % discount on the value basis, below the average of similar operations that presented negative goodwill provide a copy of all reports and studies that supported the establishment of the issue price: Not applicable. See Item 4.8 and inform the price of each of the types and classes of shares in the markets where they are traded, identifying: minimum, average and maximum quotation of each year for the last three (3) years: Minimum Average Maximum R$)

6 minimum, average and maximum quotation of each quarter for the last two (2) years: Minimum Average Maximum 1Q15 3,72 4,06 4,78 2Q15 1,93 2,90 4,05 3Q15 1,75 2,03 2,21 4Q15 1,57 1,98 2,26 1Q14 6,30 7,22 8,25 2Q14 6,65 7,29 8,00 3Q14 5,22 5,88 6,69 4Q14 6,43 5,49 4, minimum, average and maximum of each month in the last six (6) months: 2016 Minimum Average Maximum March 1,54 1,69 1,86 April 1,50 1,59 1,70 May 1,34 1,44 1,52 Junr 1,36 1,43 1,50 July 1,36 1,79 2,38 August 2,10 2,39 2, average price over the last ninety (90) days: The average price in the last 90 days is R$ 2.05 considering the period from 06/22/2016 to 09/19/2016 inclusive.

7 5. inform the prices of shares in capital increases made in the last three (3) years: Body wich aproved the resolution Approval Data Issue total amount Issue price per shares Board of Directors ,435, General Meeting ,000, present the percentage of potential dilution resulting from the issuance: In case of all the shareholders exercise their preemptive rights, there will be no dilution. The maximum dilution percentage for shareholders who do not subscribe to any action during the period for exercise of preemptive rights of the capital increase will be 20.92%, considering the total amount of the Capital Increase. The minimum percentage of dilution for shareholders who do not subscribe to any action during the period for exercise of preemptive rights of the capital increase will be 18.07%, considering the minimum amount of the Capital Increase. Number of shares to be issued (A) 56,818,182 Current number of outstanding shares 257,699,937 Number of outstanding shares after the capital increase (B) 308,730,819 Minimum dilution percentage (A/B) % Number of shares to be issued (A) 68,181,819 Current number of outstanding shares 257,699,937 Number of outstanding shares after the capital increase (B) 320,094,456 Maximum dilution percentage (A/B) % 7. inform the terms, conditions and form of subscription and payment of issued shares: To all the Company's shareholders on the date of September 23, 2016 will be granted a period of thirty (30) days to exercise the preemptive right to subscribe new shares, starting on September 26, 2016, inclusive, and ending on October 25, 2016, inclusive. The preemptive right to subscribe shares may be exercised for those who choose to do so in the bookentry environment, by signing the application form at Banco Bradesco S.A., provider of securities custody services of the Company's shares.

8 The shareholders who want to subscribe by the respective agents of custody of subscription rights holders in custody at the Central Depository of the BM&FBOVESPA ("Central Depository"), are subject to the operational procedures, terms and rules stipulated by the Central Depository. The shares subscribed under the capital increase shall be paid in cash at the time of subscription, in Brazilian currency. 8. inform whether shareholders will have preemptive rights to subscribe the new shares issued and detail the terms and conditions to which this right is subject: In accordance with Article 171 of the Corporation Law, the Company's shareholders will have preemptive rights to subscribe new shares to be issued under the capital increase in proportion to their shareholdings in the Company's capital on September 23, 2016, observed the negotiations until that day, inclusive. Given the maximum value of the capital increase and the Company's current shareholder structure, each existing common share will give the holder the right to subscribe new common shares, nominative, without par value (ie, each shareholder may subscribe for a number of new shares corresponding to % of the number of shares that it holds on the record date mentioned above). From September 26, 2016, inclusive, the Company's shares will be traded "ex-rights" subscription. The preemptive right to subscribe for shares of the capital increase may be freely assigned to third parties in accordance with Article 171, 6, of the Corporation Law. Those who wish to trade their preemptive rights to subscribe may do so within the time limit for subscription and shall proceed sufficiently in advance to allow assigned subscription rights can be exercised within that period. In the entry room, the assignment of preemptive rights to subscribe (including the right to subscribe unsubscribe shares) should be carried out through Banco Bradesco S.A. - Department of Shares and Custody located in the Cidade de Deus S/N - Yellow Building, 2nd floor, Vila Yara, Osasco, SP, by phone +55 (11) or bradescocustodia@bradesco.com.br. The Company's shareholders of the Company's shares that are deposited in the Central Depository of the BM&FBOVESPA may trade their preemptive rights to subscribe shares in the capital increase (including the right to subscribe unsubscribe shares) in the BM&FBOVESPA under the code "HBOR1" through their custody agents, observing the procedures and deadlines of the Central Depository of Assets and their custody agents. The fractional shares resulting from the exercise of preemptive rights will be disregarded. 9. inform the management's proposal for the treatment of unsubscribed shares: If there are remaining unsubscribed shares (even if it has already reached the Minimum Subscription) after the end of the Subscription Period, will be granted a period of five (5) days for subscribers who in the subscription period reserved unsubscribed shares, subscribe to any unsubscribed shares. In accordance with Article 171, 7, "b" of the Corporation Law, the subscriber may subscribe unsubscribed shares in proportion to the preemptive rights to subscribe to both own shares as acquired from third parties - that effective and timely exercised there. The proportion of unsubscribed that each

9 interested subscriber may subscribe will be calculated by multiplying (1) the number of shares actually subscribed by the subscriber in question during the period to exercise the Preemptive Rights by (2) the result of dividing (a) the total number of remaining shares available for subscription by (b) total number of actually subscribed shares during the period to exercise the Preemptive Rights by all subscribers who reserved unsubscribes shares, based on the following formula: At where: TS = As * (S / TAs) TS: means the total number of unsubscribed shares that may be subscribed by the subscriber. AS: means the number of shares actually subscribed by the subscriber during the period to exercise the Preemptive Rights. S: means the total number of unsubscribed shares available for subscription. TAs: means the total number of actually subscribed shares during the period to exercise the Preemptive Rights by all the subscribers who reserved unsubscribed shares. Upon subscription of unsubscribed shares that is entitled, the subscriber may request an additional number of unsubscribed shares, subject to availability of unsubscribed shares. Thus, the number of shares subscribed during the subscription period remains may be even higher than the amount of unsubscribed that each shareholder will be entitled to the limit of available unsubscribed. Additional unsubscribed subscription requests will be met only if, after the proportional subscription of unsubscribed shares, still remaining unsubscribed shares, which will be apportioned in accordance with the following rules: (i) Proportion of additional remains: The proportion of additional surplus to touch each subscriber will be calculated by multiplying (1) the number of shares actually subscribed by the subscriber in question during the period to exercise the preemptive rights (2) the result of the division (a) of the total number of remaining unsubscribed shares available for subscription, by (b) total number of actually subscribed shares during the period to exercise the preemptive rights by all subscribers who remain interested in unsubscribed shares, based on the following formula: TS '= As' * (S '/ TAs') At where: TS : means the total number of unsubscribed shares that may be subscribed by the subscriber. As : means the number of shares actually subscribed by the subscriber during the period to exercise the preemptive rights. S': means the total number of shares available for subscription unsubscribed shares. TAs': means the total number of actually subscribed shares during the period to exercise the preemptive rights by all subscribers who still interested in the subscription of unsubscribed shares.

10 (ii) (iii) (iv) Request the exact number of remains: If the maximum number of additional remains that the subscriber requested is equal to the number of unsubscribed shares to which the subscriber is entitled, will be assigned to the subscriber the exact number of additional surplus requested by the subscriber. Request higher number of remains: If the maximum number of additional remains that the subscriber requested exceeds the number of remains that the subscriber is entitled, will be assigned to the subscriber only the number of the remains entitled. Request fewer leftovers: If the maximum number of additional remains that the subscriber requested is less than the number of remains that the subscriber is entitled, will be assigned to the subscriber the exact number of leftovers requested at the time of subscription. If at the end of the apportionment provided for above, still remaining unsubscribed shares and requests for additional remains unserved, the apportionment calculation will be repeated as many times as necessary in relation to applicants whose applications have not been met until (i) are met all the additional surplus subscription requests; or (ii) any additional remains are subscribed. Once met all additional requests for unsubscribed shares, any unsubscribed shares will not be issued, being canceled for all purposes. The transfer of the remains of subscription rights independently or autonomously of the preemptive right to subscribe the capital increase will be sealed. The fractional shares resulting from the exercise of preemptive rights, the exercise of the right to subscribe for unsubscribed or remnants of allotment will be disregarded. If at the end of unsubscribed subscription period is not reached the Minimum Subscription, will be held the auction provided remains in Article 171, 7, "b", in fine, of the Corporation Law. 10. describe in detail the procedures to be adopted if there is forecast of partial ratification of the capital increase: Reached the Minimum Subscription and finalized the round for subscription of unsubscribed shares by subscribers who request reserving remainders upon subscription, according to the procedure described in item 9 above, a meeting of the Board of Directors will be held to approve the capital increase, even partially subscribed without the need to reform or amend the Company's bylaws. As the Capital Increase may be approved even partially subscribed, since reaching the Minimum Subscription, Subscriber, pursuant to Article 31 of CVM Instruction 400, of December 29, 2003 ( "CVM Instruction 400"), you may, upon subscription, condition their subscription to (1) there is subscription of all shares of the capital increase; or (2) a minimum proportion or number of shares object of the capital increase, defined as the discretion of the subscriber himself, but which may not be less than the Minimum Subscription. According to 1 of article 31 of CVM Instruction 400, the subscriber who condition their subscription under item (2) above, shall at the time of acceptance, indicate whether implemented the condition, you want to receive all the shares for he subscribed or equivalent amount to the proportion between the number of actually subscribed shares and the number of shares originally offered in the capital increase,

11 assuming, in the absence of the manifestation, investor interest in receiving the totality of securities by him subscribed. If the subscription form provide that shares will be subscribed in an amount less than the total of the shares of the capital increase at the time of subscription, the subscriber must indicate whether, by implementing the condition, you want to receive all the shares for he subscribed or equivalent amount to the proportion between the amount of actually subscribed shares and the maximum number of shares object of the capital increase, assuming, in the absence of the manifestation, the subscriber's interest in receiving the totality of the shares subscribed. Until the state approval of the Capital Increase will not be able to negotiate subscribers subscription receipts that have exercised the conditional subscription in accordance above. The Company is not liable for any losses arising from the negotiation of such receipts, given that they are subject to future and any conditions. Considering the conditioning will be possible by the subscribers, the subscription of the capital increase by indicating in constant fields in the subscription form, will not be granted additional time for the withdrawal of investment decision after the end of the reoffering rounds, although the increase Capital has been partially subscribed. Thus, upon reaching the Minimum Subscription and held a round for subscription of unsubscribed shares, the Board of Directors shall approve the Capital Increase, within the limits authorized by Article 8 of the Company's Bylaws. 11. If the issue price of the shares may be fully or partially realized in assets: Not applicable. There will be no payment of the issue price of goods. The capital increase will be made through the subscription of new common shares, without par value, all book-entry and paid in local currency. 12. documents for subscription of shares and granting of rights for shareholders in the bookentry environment: a. Natural person. Identity Card, Individual Taxpayer Registry of the Ministry of Finance (CPF/MF) and proof of address. b. Legal person. Simple copy of incorporation or the bylaws and the meeting of the minutes or meeting elected the directors in office, duly filed with the Commercial Board or Civil Registry of Legal Entities competent, and proof of address. c. Representation. In the case of representation by proxy, the submission of the power of attorney granting instrument notarized will be required. 13. Additional information Additional information about the capital increase may be obtained from the CVM website ( the BMF&BOVESPA ( or the Company s Investor Relations Department, through the electronic address ( ) ri@helbor.com.br. Roberval Lanera Toffoli CFO and Investor Relations Officer