Notice to the Market - Related Party Transaction - Operational Deal with its subsidiary Urba

MRV ENGENHARIA E PARTICIPAÇÕES S.A.

NATIONAL REGISTRY OF LEGAL ENTITIES (CNPJ/MF) No. 08.343.492/0001-20

COMPANY REGISTRATION IDENTIFICATION NUMBER (NIRE) 31.300.023.907

Public-Held Company

NOTICE TO THE MARKET

MRV ENGENHARIA E PARTICIPAÇÕES S.A. ("Company") hereby informs its shareholders and the market in general, in compliance with the provisions of article 30, item XXXIII of the Instruction No. 480, of December 7, 2009, issued by the Brazilian Securities and Exchange Commission ("ICVM 480"), as amended, that on August of 18, 2020, the Board of Directors of the Company ratified the Operational Agreement between the Company and Urba Desenvolvimento Urbano S.A.. ("Urba"), to govern the partnership between the Company and Urba, setting the principles that should guide their operational and commercial relationship, without, however, affecting the ordinary course of business and activities separately and independently developed by both the Company and Urba ("Operational Agreement" and "Parties", respectively).

Considering that the Operational Agreement represents a transaction between related parties, and in accordance with ICVM 480, the Company discloses the following information set out in Annex 30-XXXIII of the related Instruction and the Minutes of the Meeting of the Board of Directors (EXHIBIT I):

I - Description of the Transaction

development of residential housing plots along with plots for real estate construction ("Mixed Developments"), and (b) incorporation of real estate developments by MRV and services of urbanization by Urba, or development of plots by Urba and services of construction by MRV of residential units on the plots marketed by Urba ("Integration Services").

1. Mixed Developments or Integration Service may be carried out with third parties on New Plots in case (a) MRV or Urba expressly express their decision not to participate in the potential Mixed Development or Integration Service on the applicable New Plot , or (b) the Parties do not reach a consensus on the commercial terms of the respective contract;
2. The preemptive right does not apply to (a) the individual exploitation of the New Plot by the party which identified the opportunity; (b) invitations that MRV or Urba receive from third parties for participation in Mixed Developments, as long as they are not carried out on New Land identified by MRV or Urba; (c) Mixed Developments that, as of the date hereof, are already being developed in cooperation with third parties; and
   (d) opportunities for the acquisition of plots (A) that have an area smaller than the minimum footage defined by the Parties (100,000 m2), (B) already subdivided, (C) that may not be destined to be used for the development of Mixed Developments or (D) that are located in an area of interest of only one of the Parties.

The Parties shall prepair and approve, every six months, a joint plan for the identification and assignment of New Plot[s] and the development of Mixed Developments and of Integration Service ("Cooperation Plan").

In order to keep impartiality as a binding standard of the Operational Agreement, its execution will be overseen by a mixed committee composed of four executives, two of whom are from the Company and two from Urba ("Mixed Committee"). The Mixed Committee shall be responsible for: (i) ensuring compliance with the principles of the Operational Agreement; (ii) drafting the Cooperation Plan; (iii) reviewing, on a quarterly basis, (a) the status; (b) the compliance with the terms and

conditions of the Operational Agreement; (c) any potential conflicts or project changes; and other aspects, as applicable, of the plot which, at the date of approval of a particular Cooperation Plan, is being developed by the Parties ("Development Cooperation"); and (iv) recommending to the Boards of Directors of the Parties, if applicable, adjustments in the Development Cooperation that are not in accordance with the Cooperation Plan.

1. - When, how and to what extent the counterparty in the transaction, its partners or managers participated inthe process:

The decision on the execution of the Operational Agreement was made independently by the directors of the Company and Urba, without any external influence. The Operational Agreement was executed in the best interest of the Company, seeking to formally govern the partnership between the two companies for the prospection of new business opportunities and the joint development of business opportunities.

The counterparty did not participate in the Company's decision about the transaction, as well as did not act as its representative in the negotiation of the Operational Agreement.

1. - Detailed justification of why the issuer's management considered that this transaction took into account thecommutative conditions or forecast compensatory payment:

The Operational Agreement was entered into under equal and commutative conditions, assigning to each party, according to their own particular interests, the inherent risks of the agreement. Moreover, the Operational Agreement contains a mechanism to guarantee that all the services under the agreement are supported by the commutativity of the services under the agreement and by the mutual benefit of the parties.

Belo Horizonte, August 18, 2020.

Ricardo Paixão Pinto Rodrigues

Chief Financial and Investor Relations Officer

EXHIBIT I

MRV ENGENHARIA E PARTICIPAÇÕES S.A.

NATIONAL REGISTRY OF LEGAL ENTITIES (CNPJ/MF) No. 08.343.492/0001-20

COMPANY REGISTRATION IDENTIFICATION NUMBER (NIRE) 31.300.023.907

Publicly-Held Company

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON AUGUST 18, 2020

The Board of Directors' Meeting of MRV ENGENHARIA E PARTICIPAÇÕES S.A. ("Company"), was installed with the attendance of all the undersigned members, regardless of call, chaired by Mr. Rubens Menin Teixeira de Souza and having Mrs. Maria Fernanda N. Menin Teixeira de Souza Maia as secretary, was held on August 18, 2020, at 9:00 pm, through digital means, pursuant to article 23 and following of the Company's Bylaws.

In accordance with the Agenda, the following resolutions were adopted and approved by unanimous vote:

1. to approve the execution by the Company, on this date, of an "Operational Agreement" with its subsidiary, Urba Desenvolvimento Urbano S.A. ("Urba" and, jointly with the Company, the "Parties"), substantially in accordance with the terms of the draft submitted to the members of the Board of Directors and reviewed by all present members, which will be filed at the Company's headquarters. The Operational Agreement's main purpose is to formalize and govern the partnership established between the Parties, (i) setting the principles that should guide their operational and commercial relationship [within the scope of identification and allocation of new plots for their respective developments and the execution of jointly developed real estate projects; and (ii) ensuring to the Parties, on a consistent and long-term manner, the full commutative nature of their services in the context of the development of joint real estate projects, as well as the maintenance of the independence of their respective interests and businesses. Lastly, the Directors noted that the Operational Agreement equally optimizes the gathering of existing operational synergies between the Parties; and
2. to appoint as members of the Mixed Committee, as executive officers representing the Company, as defined in the Operational Agreement, Mr. Eduardo Fischer Teixeira De Souza, enrolled with the Individuals Taxpayers' Register (CPF) under No. 000.415.476-24, and Mr. Rafael Pires e Albuquerque, enrolled with the Individuals Taxpayers' Register (CPF) under No. 048.134.826-35 to act over a period of 2 (two) years, with the possibility of reappointment; and
3. to authorize the Company's Executive Officers to perform all acts necessary for the formalization and the implementation of the Operational Agreement.

There being no further business to discuss, the meeting was adjourned, from which these minutes were prepared, read and found to be in conformity, and signed by those present. Belo Horizonte, August 18, 2020. Rubens Menin Teixeira de Souza, Chairman; Maria Fernanda Nazareth Menin Teixeira de Souza Maia, Secretary. Members of the Board of Directores present: Rubens Menin Teixeira de Souza; Marcos Alberto Cabaleiro Fernandez; Maria Fernanda Nazareth Menin Teixeira de Souza Maia; Sinai Waisberg; Betania Tanure de Barros; Antonio Kandir; Silvio Romero de Lemos Meira; Leonardo Guimarães Corrêa.

For all legal purposes, it is hereby stated that a true and authentic copy is filed and signed by those in attendance in the proper book.

Checked with the original copy:

Maria Fernanda N. Menin Teixeira de Souza Maia

Secretary