Helbor Empreendimentos : Notice to Shareholders - Capital Increase

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.

Companhia Aberta CNPJ/MF n.º 49.263.189/0001-02

NIRE 35.300.340.337 | Código CVM n.º 20877

Mogi das Cruzes, 20 September 2016 - 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 08780- 500, with its articles of incorporation registered at the Commercial Registry of the State of São Paulo ("JUCESP") under NIRE 35.300.340.337, enrolled with the CNPJ/MF No. 49.263.189/0001-02 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. 6.404 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$ 120,000,001.44 (one hundred and twenty million and one real and forty-five cents) through the capital of R$ 806,376,305.00 company (eight hundred and six million, three hundred and seventy-six thousand, three hundred and five reais) to R$ 926,376,306.44 (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 14.9082971081%.

   Payment for the new shares will be made in cash, in Brazilian currency, upon subscription.

   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 $ 100,000,000.32 (one hundred million reais and thirty two cents) ( "Minimum Subscription").

   If only be subscribed shares Minimum Subscription, the Company's capital will be R$ 906,376,305.32 (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:
5. 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.

6. 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.

7. 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.

8. 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$ 64,346,202.03 (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$ 70,000,001.28 (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.

9. 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.

10. 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.

11. 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.

    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.

12. 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 14.9082971081%. 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, 65.4271%, compared 69.7290% and 65.6544% 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.