a944026f-4dc2-4d43-9f6f-497bf0aabc78.pdf



RUMO LOGÍSTICA OPERADORA MULTIMODAL S.A.

Corporate Taxpayer ID (CNPJ): 71.550.388/0001-42 Company Registry (NIRE): 35.300.170.865 Category A


NOTICE TO SHAREHOLDERS


RUMO LOGÍSTICA OPERADORA MULTIMODAL S.A. (BM&FBOVESPA:

RUMO3) ("Rumo" or "Company"), as announced in the Management Proposal of December 4, 2015 ("Management Proposal") regarding the Extraordinary Shareholders Meeting to be held on December 23, 2015, to deliberate, among others, on the proposed increase in the capital stock of the Company ("Capital Increase"), hereby informs its shareholders the following:


  1. Issue Price: considering the criterion specified in the Management Proposal to fix the issue price of the shares to be issued under the Capital Increase - namely, the adoption of average price (average of the average daily prices weighted by trading volume) of the shares of the Company during the trading sessions between December 3, 2015 (inclusive) and December 22, 2015 (inclusive) - the issue price proposed for the Capital Increase is R$

    6.05 per share ("Issue Price");


  2. Number of Shares and Subscription Warrants: Considering the proposed Capital Increase of up to six hundred fifty million reais (R$ 650,000,000.00), the number of shares to be issued is up to 107,438,017 shares. As per the Management Proposal, each subscribed share will be entitled to one subscription warrant as an additional benefit to subscription;


  3. Dilution Potential: If the capital increase is subscribed to and paid up, the percentage of potential dilution resulting from the issue of new shares will be 26.43%. If only 57,851,240 shares are subscribed to and paid up, which is the minimum number required for partial ratification of the Capital Increase, the potential dilution percentage will be 16.21%.


Finally, as announced in the Management Proposal, if the Capital Increase is approved, the terms and deadlines for exercising preemptive rights will be informed in another Notice to Shareholders to be disclosed at an opportune moment.


Santos, December 22, 2015.


Jose Cezário Menezes de Barros Sobrinho

Chief Financial and Investor Relations Officer For more information, please contact the Investor Relations Department:

Tel.: +55 (11) 3897-9797 / (41) 2141-7459

Email: ir@rumoall.com Guilherme Machado, IR Manager Luiz Sperotto, IR

Fernanda Rosa, IR

ALL América Latina Logística SA issued this content on 2015-12-22 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-22 21:13:09 UTC

Original Document: http://ri.rumoall.com/services/_pub/siteri-1/redirect.asp?grupo=7379&idioma=enu&arquivo=Rumo - Aviso aos Acionistas Preo Exerccio - Verso Final 22 02 2015 Green EN-US.pdf&tipo=arquivo&protocolo_atual=