Helbor Empreendimentos : Notice to Shareholders - Period for subscription of unsubscribed shares

NOTICE TO SHAREHOLDERS CAPITAL INCREASE

The closing period for exercise of preemptive rights and procedures for subscription of unsubscribed shares

HELBOR EMPREENDIMENTOS S.A.

Public Company CNPJ/MF n.º 49.263.189/0001-02

NIRE 35.300.340.337 | Código CVM n.º 20877

Mogi das Cruzes, November 03, 2016 - Helbor Empreendimentos S.A., 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 ticker, a residential and commercial real estate developer in 10 states and the Federal District, covering 28 cities in Brazil, hereby, continuing to the information contained in the notice to shareholders published on September 20, 2016 ("Notice to Shareholders"), informs its shareholders, investors and the market in general as follows:

1. Capital Increase: The Board of Directors, in a meeting held on September 20, 2016, 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-four cents) made by the private issue of 68,181,819 (sixty-eight million, one hundred eighty one thousand, eight hundred nineteen) new common shares, ordinary, nominative , with no par value, at an issue price of R$ 1.76 per share (one real and seventy-six cents) to be paid in national currency ( "Capital Increase").
2. Period to subscribe new shares: Subscription rights holders could subscribe for new common shares, ordinary, nominative, with no par value in the capital increase during the period started on September 26, 2016, inclusive, and ended October 25, inclusive (the "Subscription Period").
3. Number of subscribed shares: were subscribed 67,068,590 (sixty-seven million, sixty-eight thousand, five hundred and ninety) common shares, ordinary, nominative, with no par value, totaling R$ 118,040,718.40 (one hundred and eighteen million, forty thousand, seven hundred and eighteen reais and forty cents), corresponding the 98.4% of the total common shares, ordinary, nominative, without par value, available for subscription in the capital increase, as follows:

   Subscribed shares claims for leftovers reserve (TAs)	57,733,878
   Subscribed shares without request leftovers reserve (TAN)	9,334,712
   Total subscribed shares (TA)	67,068,590

4. Subscription Receipts: The subscription receipts will be credited to subscribers in accordance with the terms and procedures of the Central Depository of the BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange ("Central Depository") and Banco Bradesco S.A., provider of securities custody services of the Company's shares ("Bradesco").
5. Trading of subscription receipts: Will not be possible trading subscription receipts of subscribers who have conditioned your subscription to (1) subscription of all shares of the capital increase; or (2) subscription of a minimum proportion or number of shares object of the capital increase, defined by a criteria's subscriber, but which may not be less than the Minimum Subscription.
6. Achieving the Minimum Subscription: The amount of subscribed shares mentioned in item 3 above exceeds 56,818,182 (fifty-six million, eight hundred and eighteen thousand, one hundred and eighty-two) common, ordinary, nominative shares, with no par value, totaling R$ 100,000,000.32 (one hundred million reais and thirty two cents), whose subscription was required for the approval of the partially subscribed capital increase ("Minimum Subscription"). Thus, the capital increase has become irrevocable and, once finalized the Leftovers Subscription Period, defined below, a meeting of the Board will be held to ratify the Capital Increase, even partially subscribed without need to reform or amend the Company's bylaws.
7. Auction: Considering that was achieved the Minimum Subscription, will not be carried out the sale of any remaining shares which was not subscribed after the subscription procedures and allocation of unsubscribed shares on the stock exchange, pursuant to Article 171, § 7. º, paragraph "a" of Law No. 6404 of December 15, 1976, as amended ("Brazilian Corporate Law").
8. Number of unsubscribed shares: were not subscribed 1,113,229 (one million, one hundred and thirteen thousand, two hundred twenty-nine) ordinary, nominative, without par value, corresponding to 1.6% of the total shares available for subscription under the Capital Increase as follows:

   Maximum number of shares available for subscription	68,181,819
   (-) Subscribed shares claims for leftovers reserve (TAs)	57,733,878
   (-) Subscribed shares without request leftovers reserve (TAN)	9,334,712
   Total Surplus (S)	1,113,229

9. Leftovers subscription rights: Under Article 171, §7, "b" of the Corporation Law, the subscriber, upon subscription, asked leftovers reservation will be entitled to subscribe unsubscribed remaining shares corresponding to 1.9282075595% of the shares subscribed during the period of exercise of preemptive rights. The subscriber who, in the share subscription act during the period of exercise of preemptive rights, not asked unsubscribed shares, will not be entitled to subscribe for remaining shares that was not subscribed.

   The percentage of unsubscribed rights that each subscriber who requested leftovers can subscribe was calculated by multiplying the quotient obtained by dividing (1) the number of surplus (S) by (2) the sum of actually subscribed shares during the Subscription Period for all subscribers who asked leftovers reserve (TAs), as follows:

   Total Surplus (S)	1,113,229
   Subscribed shares by subscribers who asked leftovers (TAs)	57,733,878
   Percentage of subscription rights of surplus (S/TAs)	1.9282075595%

10. Fractions: The fractions of shares resulting from the exercise of subscription rights of the remaining shares will be disregarded.
11. Inability to transfer the remains subscription rights: Is prohibited transfer the remains subscription rights.
12. Period for leftovers subscription: The subscription of unsubscribed shares and the request of additional leftovers should be exercised between November 7, 2016, inclusive, and November 11, 2016, inclusive (the "Subscription Period leftovers ").
13. Subscription leftovers through Bradesco: The subscriber who exercise their right to subscription of unsubscribed shares through Bradesco, must do it at Banco Bradesco S.A. agencies, to sign the application form, as a model to be made available by Bradesco, and delivery of the documentation described in item 23 below.
14. Shares held in custody at the Central Depository: The subscriber who exercise their right to subscription of unsubscribed shares through their custody agents must observe the proper procedures for subscription shares that are remaining unsubscribed established by BM&FBOVESPA.
15. Request for additional surplus: The subscriber may request, upon subscription of unsubscribed shares that is entitled, pursuant to item 9 above, an additional number of unsubscribed shares remaining subject to the availability of leftovers, so that the number of shares subscribed during the leftovers Subscription Period, defined below, may be even higher than the amount of leftovers that each shareholder will be entitled to the limit of available surplus.
16. Allocation of additional remains: If, after the proportional subscription of unsubscribed shares still remaining leftover unsubscribed shares, the additional surplus subscription requests will be met and the remaining shares will be apportioned in accordance with the following rules:

17. 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.

18. 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.

19. 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.

(iii) 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.

20. Remaining chips and backorders: Under the Notice to Shareholders, the calculation of apportionment provided for in paragraph 16 above will be repeated as many times as necessary in relation to applicants whose requests for additional remains have not been met until finding an the two hypotheses, whichever occurs first: (1) are met all the additional surplus subscription requests; or (2) any additional remains are subscribed.
21. Cancellation of unsubscribed leftover: After closing an apportionment procedure, according to item 16 above, any leftover unsubscribed shares will not be issued, being canceled for all purposes.
22. Communication by the Company: The Company will announce, in due course, notice to shareholders informing about the final allocation of the additional surplus object remains apportionment procedure and guidelines for payment of subscribed shares remaining.
23. Payment: The payment of the unsubscribed shares, including additional remains allocated in the allotment procedure shall be made, subject to the specific procedures of the Central Depository and Bradesco, in local currency, in two (02) business days from the date of publication of the notice to shareholders to inform the market about the end result of the additional surplus apportionment.
24. Inability to withdrawal of investment: It will not be granted additional time for the withdrawal of investment decision after the end of the reoffering rounds, although the capital increase was partially subscribed.