CYRELA BRAZIL REALTY S/A EMPREENDIMENTOS E PARTICIPAÇÕES. A Publicly-Held Company CORPORATE TAXPAYER S ID (CNPJ/MF):

Transcription

1 CYRELA BRAZIL REALTY S/A EMPREENDIMENTOS E PARTICIPAÇÕES A Publicly-Held Company CORPORATE TAXPAYER S ID (CNPJ/MF): / COMPANY REGISTRY (NIRE) MINUTES OF THE ANNUAL SHAREHOLDERS MEETING DATE, TIME AND VENUE: by first call at 10:00 a.m. on April 27, 2012 at the headquarters of Cyrela Brazil Realty S/A Empreendimentos e Participações ( Company ), located at Avenida Engenheiro Roberto Zuccolo, 555, 1 st floor, room 1001, Postal Code , Vila Leopoldina, in the city and state of São Paulo. PREVIOUS PUBLICATIONS: Call Notice published pursuant to paragraph 1 of Section 124 of Law 6,404 of December 15, 1976 ("Brazilian Corporate Law") in Diário Oficial do Estado de São Paulo (the State of São Paulo Register) and O Estado de S. Paulo newspaper on March 27, 28 and 29, Management Report, Financial Statements and Independent Auditors Report, published in Diário Oficial do Estado de São Paulo and O Estado de São Paulo, on March 27, The documents required by CVM Instruction No. 481/2009 have also been released to the market electronically. ATTENDANCE: shareholders representing over 57% of the Company s capital stock and voting stock, in conformance with the signatures in the Shareholders Book of Attendance. Mr. Claudio Carvalho de Mr. Lima, a Company Officer, and Mr. Acyr de Oliveira Pereira, from Ernest & Young Terco Auditores Independentes, were also present. PRESIDING BOARD: Chairman: Claudio Carvalho de Lima; Secretary: Rodrigo Ferreira Figueiredo. AGENDA: To deliberate on: (i) Management s accounts and the financial statements for the fiscal year ending on December 31, 2011, (ii) the allocation of the net earnings for the fiscal year ending on December 31, 2011 and the payment of dividends and (iii) the election the members of the Board of Directors. PUBLICATION: The shareholders in attendance approved drafting the minutes of this Extraordinary Shareholders' Meeting as a summary of the facts, under the terms of Paragraph 1 of Section 130 of the Brazilian Corporate Law, as long as shareholders have the rights described under letters a and b of the aforementioned provision. The proposal to publish these minutes without shareholders signatures was approved unanimously when submitted to the approval of the attendees.

2 RESOLUTIONS: after due consideration of and discussion about the agenda items and related documents, the shareholders decided as follows: (i) most of the shares whose votes were expressed, with the abstention of those barred from voting by law, approved Management s accounts and the financial statements for the fiscal year ending on December 31, 2011; (ii) after the presentation of and discussion about the Company s Board of Directors proposal, the following allocation of the Company s net income in the fiscal year ending on December 31, 2011 totaling four hundred ninetyeight million, a hundred seventy thousand, eight hundred three Reais and eightyseven cents (R$ 498,170,803.87) was deliberated on and approved unanimously by the shares whose votes were expressed: (a) R$ 24,908, (twenty-four million, nine hundred eight thousand, five hundred forty Reais and nineteen cents) to the legal reserve; (b) R$ ,76 (three hundred fifty-four million, nine hundred forty-six thousand, six hundred ninety-seven Reais and seventy-six cents) to the surplus reserve required by the Bylaws, called expansion reserve, under the terms of Article 40, f, of the Company s Bylaws, in line with the capital budget proposal prepared by the Company s Management; and (c) R$ 118,315, (a hundred eighteen million, three hundred fifteen thousand, five hundred sixty-five Reais and ninety-two cents) to be paid as mandatory minimum dividend, under the terms of Article 41 of the Bylaws, a total of R$ per common share. The Company s Executive Officers are authorized to perform all the acts required to pay, by June , these dividends to holders of Company shares on April 27, 2012, following the procedures adopted by Banco Bradesco S/A, institution responsible for the bookkeeping the Company s shares, by CBLC (Companhia Brasileira de Liquidação e Custódia, or Brazilian Clearing and Depository Corporation) for the shares deposited in fungible custody, in addition to the rules of The Bank of New York Mellon, in the case of holders of American Depositary Receipts ADR s representing the Company s shares. The Company s shares shall be traded ex-dividends starting from April 30, 2011; and (iii) the following persons were elected for the Company s Board of Directors for a term of two (2) years (a) by the majority of the votes expressed: Elie Horn, Brazilian, married, businessman, bearer of the identity card number (RG) X SSP/SP and enrolled with the Individual Taxpayers Registry, of the Treasury Department, under Number (CPF/MF) , residing in the city of São Paulo, São Paulo State, with business address at Av. Presidente Juscelino Kubitschek, 1455, 4 th floor, as the Chairman; Rogério Jonas Zylbersztajn, Brazilian, married, civil engineer, bearer of the identity card number (RG) IFP/RJ and enrolled with the Individual Taxpayers Registry, of the Treasury Department, under Number (CPF/MF) , residing in Rio de Janeiro, Rio de Janeiro State, with business address at Rua Dias Ferreira, 190, 1 st floor, as the Vice-Chairman; George Zausner, Brazilian, married, civil engineer, bearer of the identity card number (RG) SSP/BA and enrolled with the Individual Taxpayers Registry, of the Treasury Department, under Number (CPF/MF) , residing in the city of São Paulo, São Paulo State, with business address at Av. Presidente Juscelino Kubitschek, 1455, 4th floor, as a Board Member; Rafael Novellino, Brazilian, married, economist, bearer of the identity

3 card number (RG) SSP/SP and enrolled with the Individual Taxpayers Registry, of the Treasury Department, under Number (CPF/MF) , residing in the city of São Paulo, São Paulo State, with business address at Av. Presidente Juscelino Kubitschek, 1455, 4 th floor, as a Board Member; Fernando Goldsztein, Brazilian, married, business administrator, bearer of the identity card number (RG) SSP/RS, and enrolled with the Individual Taxpayers Registry, of the Treasury Department, under Number (CPF/MF) , residing in the city of Porto Alegre, Rio Grande do Sul State, with business address at Rua Mostardeiro, 800, 4 th floor, as a Board Member; Sergio Agapito Lires Rial, Brazilian, single, lawyer, bearer of the identity card number (RG) SSP/RJ and enrolled with the Individual Taxpayers Registry, of the Treasury Department, under Number (CPF/MF) , residing in the city of São Paulo, São Paulo State, at Rua Edson, 159, apt. 31, Postal Code , as a Board Member; João Cesar de Queiroz Tourinho, Brazilian, married, engineer, bearer of the identity card number (RG) IFP/SP and enrolled with the Individual Taxpayers Registry, of the Treasury Department, under Number (CPF/MF) , residing in the city of São Paulo, São Paulo State, at Rua Fernandes de Abreu, 151 Apt. 501 Postal Code , as a Board Member; and Vicente Falconi Campos, Brazilian, married, engineer, bearer of the identity card number (RG) MG and enrolled with the Individual Taxpayers Registry, of the Treasury Department, under Number (CPF/MF) , residing in Rua Fausto Nunes Vieira, 40 Apt Bairro Belvedere, in the city of Belo Horizonte, Minas Gerais State, Postal Code , as a Board Member. Mr. Sergio Agapito Lires Rial, Mr. José Cesar de Queiroz Tourinho and Mr. Vicente Falconi Campos are Independent Board Members, as determined by the Novo Mercado Listing Rules of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros, the São Paulo Securities, Commodities and Futures Exchange, and the minimum percentage required by such Rules is duly met. The elected Board Members (a) declare, under the penalties of the Law, that they fulfill all the requirements of Section 147 of Law 6.404/76 and CVM Instruction 367/02 to be invested as members of the Company s Board of Directors and (b) shall take office upon the execution of their respective Instruments of Investiture drafted in the Book of Minutes of the Company s Board of Directors Meetings, of the Statements described in CVM Instruction 367/02 and the instruments of adherence to BM&F BOVESPA S.A. s Novo Mercado Rules, when applicable. ADJOURNMENT: All documents mentioned herein, duly initialed by the members of the Presiding Board and subsequently attached to these Minutes, shall be filed at the Company s headquarters. There being no further business to be addressed, the Meeting was adjourned. These minutes were then drafted, read out, approved and signed by all attendees. Signatures: Presiding Board: (a.a.) Claudio Carvalho de Lima Chairman; Rodrigo Ferreira Figueiredo Secretary; Shareholders: (a.a.) ELIE HORN, EIRENOR S.A., GEORGE ZAUSNER, RAFAEL NOVELLINO, FERNANDO GOLDSZTEIN, ROGERIO JONAS ZYLBERSZTAJN, RICARDO ANTUNES SESSEGOLO, THE BANK OF NEW YORK ADR DEPARTMENT, DYBRA FUNDO DE

4 INVESTIMENTO EM ACOES, DYC FUNDO DE INVESTIMENTO EM ACOES, DYNAMO BETON FUNDO DE INVESTIMENTO EM ACOES, DYNAMO BRASIL I LLC, DYNAMO BRASIL II LLC, DYNAMO BRASIL III LLC, DYNAMO BRASIL IX LLC, DYNAMO BRASIL V LLC, DYNAMO BRASIL VI LLC, DYNAMO BRASIL VII LLC, DYNAMO BRASIL VIII LLC, DYNAMO BRASIL XIII LLC, DYNAMO COUGAR F.M.DE INVEST.EM ACOES C.LIVRE, FPRV DYN UIRAPURU FIA PREVIDENCIARIO, KEMNAY DYBRA LLC, RAUTA FUNDO DE INVESTIMENTO EM ACOES, TNAD FUNDO DE INVESTIMENTO EM ACOES, SAO FERNANDO IV FUNDO DE INVESTIMENTO EM ACOES, ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND, ALASKA PERMANENT FUND, AMERICAN ELETRIC POWER SYSTEM RETIREE LIFE INSURANCE TRUST, AMUNDI FUNDS, AZL BLACKROCK GLOBAL ALLOCATION FUND, BELL ATLANTIC MASTER TRUST, BELLSOUTH CORPORATION RFA VEBA TRUST, BEST INVESTMENT CORPORATION, BEST INVESTMENT CORPORATION, BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND, BLACKROCK INSTITUTIONAL TRUST COMPANY NA, BRITISH AIRWAYS PEN TRUSTEES LTD-MAIN A/C, BRITISH AIRWAYS PENSION TRUSTEES LTD. (MPF A/C), BRUNEI INVESTMENT AGENCY, BT PENSION SCHEME, CADBURY PENSION TRUST LIMITED, CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, CIBC EMERGING MARKETS INDEX FUND, COMMONWEALTH GLOBAL SHARE FUND 25, COMMONWEALTH SUPERANNUATION CORPORATION, COMPASS AGE LLC, COUNTY EMPLOYEES ANNUITY AND BENEFIT FD OF THE COOK COUNTY, DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND, DELAWARE GROUP GLOBAL & INT. FUNDS-DELAWARE EMERG MARKETS FD, DELAWARE POOLED TRUST - THE EMERGING MARKETS PORTFOLIO II, DOMINION RESOURCES INC. MASTER TRUST, DSG RETIREMENT AND EMPLOYEE SECURITY SCHEME, EATON VANCE COLLECTIVE INVESTMENT TFE BEN PLANS EM MQ EQU FD, EATON VANCE INT (IR) F PLC-EATON V INT (IR) PAR EM MKT FUND, EATON VANCE PARAMETRIC STRUCTURED EMERGING MARKETS FUND, EATON VANCE PARAMETRIC TAX- MANAGED EMERGING MARKETS FUND, EATON VANCE TR CO CO TR FD - PA STR EM MKTS EQ COM TR FD, EMERGING MARKETS EQUITY FUND, EMERGING MARKETS EQUITY INDEX MASTER FUND, EMERGING MARKETS EQUITY INDEX PLUS FUND, EMERGING MARKETS EQUITY TRUST 1, EMERGING MARKETS EQUITY TRUST 4, EMERGING MARKETS EX-CONTROVERSIAL WEAPONS EQUITY INDEX FD B, EMERGING MARKETS INDEX NON-LENDABLE FUND B, EMERGING MARKETS PLUS SERIES OF BLACKROCK QUANTITATIVE PARTN, ENHANCED EMERGING MARKETS SER OF BLACK QUANTIT PARTNERS LP, EVANGELICAL LUTHERAN CHURCH IN AMERICA B O PN, FIDELITY SALEM STREET TRUST: FIDELITY SERIES G EX US I FD, FIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS IND FD, FIDELITY SALEM STREET TRUST: SPARTAN GL EX U.S. INDEX FUND, FIREFIGHTERS RETIREMENT SYSTEM, FORD MOTOR CO DEFINED BENEF MASTER TRUST, FRANKLIN TEMPLETON INTERNATIONAL TRUST - F WORLD P FUND, FRANKLIN TEMPLETON INVESTMENT FUNDS, FUTURE FUND BOARD OF GUARDIANS,

5 GMO M R FD(ONSH) A S O GMO M PORTIFOLIOS (ONSHORE), L.P., IBM 401 (K) PLUS PLAN, ILLINOIS STATE BOARD OF INVESTMENT, ISHARES II PUBLIC LIMITED COMPANY, ISHARES III PUBLIC LIMITED COMPANY, ISHARES PUBLIC LIMITED COMPANY, JANUS ASPEN SERIES OVERSEAS PORTFOLIO, JANUS OVERSEAS FUND, JAPAN TRUSTEE SERV BANK, LTD. A T F RB M S F E C R E FUND, JOHN HANCOCK FUNDS II ALPHA OPPORTUNITIES FUND, JOHN HANCOCK HEDGED EQUITY & INCOME FUND, JOHN HANCOCK VARIABLE INS TRUST ALPHA OPPORTUNITIES TRUST, JOHN HANCOCK VARIABLE INS TRUST CORE ALLOCATION PLUS TRUST, LAZARD DEVELOPING MARKET EQUITY PORTFOLIO, LAZARD GLOBAL ACTIVE FUNDS, PLC, LAZARD GLOBAL THEMATIC (CANADA) FUND, LAZARD GLOBAL THEMATIC EQUITY TRUST, LAZARD INVESTMENT FUNDS - LAZARD DEVELOPING MARKETS FUND, LEGG MASON GLOBAL FUNDS FCP (LUXEMBOURG), MACQUARIE COLLECTIVE FUNDS PLC, MASTER TRUST FOR SIEMENS PENSION PLANS, MELLON BANK N.A EB COLLECTIVE INVESTMENT FUND PLAN, MINISTRY OF STRATEGY AND FINANCE, NORTHERN TRUST INVESTIMENT FUNDS PLC, NORTHERN TRUST UCITS COMMON CONTRACTUAL FUND, ONTARIO TEACHERS PENSION PLAN BOARD, PACE INT EMERG MARK EQUITY INVESTMENTS, PANAGORA GROUP TRUST, PENSIONDANMARK INVEST F.M.B.A. - EMERGING MARKETS AKTIER, PICTET - EMERGING MARKETS INDEX, PPL SERVICES CORPORATION MASTER TRUST, PUBLIC EMPLOYEES RE ASSOC OF NEW MEXICO, RAILWAYS PENSION TRUSTEE COMPANY LIMITED, RBS PENSION TRUSTEE LIMITED, RIO TINTO PENSION FUND TRUSTEES LIMITED, ROBECO CAPITAL GROWTH FUNDS, SCHWAB EMERGING MARKETS EQUITY ETF, SCHWAB FUNDAMENTAL EMERGING MARKETS INDEX FUND, SPDR S&P EMERGING LATIN AMERICA ETF, SPDR S&P EMERGING MARKETS ETF, SSGA EMERGING MARKETS INDEX PLUS NON LENDING COMMON TR FUND, SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND, SSGA SPDR ETFS EUROPE I PLC, STATE OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM, STATE OF CONNECTICUT RET PLANS AND TRT FUN, STATE ST B AND T C INV F F T E RETIR PLANS, STICHITING BLUE SKY ACT EQ EM MK GL FUND, STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL, SUNSUPER SUPERANNUATION FUND, TEACHER RETIREMENT SYSTEM OF TEXAS, TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS, THE BANK OF KOREA, THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST, THE BRAZIL VALUE AND GROWTH FUND, THE MONETARY AUTHORITY OF SINGAPORE, THE PUBLIC SCHOOL RET SYSTEM OF MISSOURI, THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO, THORNBURG GLOBAL OPPORTUNITIES FUND, TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY I F, TREASURER OF THE ST.OF N.CAR.EQT.I.FD.P.TR., UNILEVER UK PENSION FUND, UPS GROUP TRUST, VANG FTSE ALL-WORLD EX-US INDEX FD, A S OF V INTER E I FDS, VANGUARD EMERGING MARKETS STOCK INDEX FUND, VANGUARD INVESTMENT SERIES PLC, VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F, VANGUARD TOTAL WSI FD, A

6 SOV INTERNATIONAL EQUITY INDEX FDS, WORKERS COMPENSATION INSURANCE FUND, YORKSHIRE AND CLYDESDALE BANK PENSION SCHEME, CF DV EMERGING MARKETS STOCK INDEX FUND, EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND, ISHARES MSCI EMERGING MARKETS GROWTH INDEX FUND, AT&T UNION WELFARE BENEFIT TRUST, BELLSOUTH CORP RFA VEBA TRUST FOR NON-REPRESENT EMPLOYEES, COLLEGE RETIREMENT EQUITIES FUND, FORD MOTOR COMPANY OF CANADA, L PENSION TRUST, ISHARES MSCI BRAZIL (FREE) INDEX FUND, ISHARES MSCI BRIC INDEX FUND, JAPAN TRUSTEE SERVICES BK, LTD. RE: RTB NIKKO BEA MOTHER FD, JOHN HANCOCK VARIABLE INS TRUST INTERN EQUITY INDEX TRUST B, JOHN HANCOCK VARIABLE INS TRUST INTERN EQUITY INDEX TRUST A, NEW ZEALAND SUPERANNUATION FUND, PENSIONSKASSERNES ADMINISTRATION A/S, PICTET FUNDS S.A RE: PI(CH)-EMERGING MARKETS TRACKER, PYRAMIS GLOBAL EX U.S. INDEX FUND LP, STATE STREET EMERGING MARKETS, THE NOMURA T AND B CO LTD RE I E S INDEX MSCI E NO HED M FUN, SBC MASTER PENSION TRUST, DELAWARE VIP TRUST - DELAWARE VIP EMERGING MARKTS SERIES, THE PENSION RESERVES INVESTMENT MANAG.BOARD, IMPERIAL EMERGING ECONOMIES POOL, CLUBE DE INVESTIMENTO TARPON, FUNDO DE INVESTIMENTO DE ACOES CINCO CINCO, FUNDO DE INVESTIMENTO DE ACOES TARPON CFJ, TARPON CSHG MASTER FUNDO DE INVESTIMENTO EM ACOES, BLUEFIN II FIM - CP - INVESTIMENTO NO EXTERIOR, BRECKENRIDGE LANE INVESTMENTS, LP, FFB1 FUNDO DE INVESTIMENTO EM ACOES, FUNDO DE INVESTIMENTO DE ACOES MIRANTE ACOES VALOR, FUNDO DE INVESTIMENTO EM ACOES SUL AMERICA GOVERNANCA I, LONGFIELD ROAD INVESTMENTS, LP, MARYLEBONE FUND, LP, SUL AMERICA FUNDO DE INVESTIMENTO EM ACOES LUZ, SUL AMERICA TARPON SUL ENERGIA FDO DE INVESTIMENTO EM ACOES, TAEF FUND, LLC, TARPON INSTITUCIONAL FUNDO DE INVESTIMENTO EM ACOES, TF FUND LLC, TIRADENTES VALOR FUNDO DE INVESTIMENTO EM ACOES, TOKENHOUSE FUND, LLC, CAMILLA TOGNATO, ODAIR TOGNATO, BC MASTER - FUNDO DE INVESTIMENTO EM ACOES, BRASIL CAPITAL MASTER - FUNDO DE INVESTIMENTO MULTIMERCADO, PARTNER FUNDO DE INVESTIMENTO EM ACOES. São Paulo, April 27, 2012 Claudio Carvalho de Lima Chairman Rodrigo Ferreira Figueiredo Secretary