CYRELA BRAZIL REALTY S/A EMPREENDIMENTOS E PARTICIPAÇÕES. A Publicly-Held Company

Transcription

1 CYRELA BRAZIL REALTY S/A EMPREENDIMENTOS E PARTICIPAÇÕES A Publicly-Held Company CORPORATE TAXPAYER ID (CNPJ/MF) / COMPANY REGISTRY (NIRE) MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETING DATE, TIME AND VENUE: By first call at 10:00 a.m. on April 28, 2014 at the headquarters of Cyrela Brazil Realty S/A Empreendimentos e Participações ( Company ), located at Avenida Engenheiro Roberto Zuccolo, 555, 1 st floor, Room 1.001, 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 6404, dated December 15, 1976 ("Brazilian Business Corporation Act"), in DOESP [Diário Oficial do Estado de São Paulo, or the São Paulo State Register] and O Estado de S. Paulo newspaper on March 26, 27 and 28, Management Report, Financial Statements and Independent Auditors Report, published in DOESP and O Estado de São Paulo on March 21, The documents required by CVM Instruction 481/2009 were also made available to the market electronically. ATTENDANCE: Shareholders representing over forty-nine percent (49%) of the Company s capital stock and voting stock, as shown by the signatures in the Shareholders Book of Attendance. Officer Claudio Carvalho de Lima and Mr. Tarcisio Santos, from Deloitte Touche Tohmatsu Auditores Independentes, were also present. PRESIDING BOARD: Chairman Claudio Carvalho de Lima and Secretary Rodrigo Ferreira Figueiredo AGENDA: Annual General Meeting: (i) approving Management s accounts and the financial statements for the fiscal year ending December 31, 2013; (ii) approving the allocation of the net income for the business year ending December 31, 2013 and the payment of dividends; (iii) determining the number of and electing the members of the Board of Directors; and (iv) setting the total yearly compensation for the Company s Management. Extraordinary General Meeting: (i) increasing the Company s capital stock without issuing new shares by capitalizing the amounts in excess of the surplus reserve required by the Bylaws, under the terms of Section 199 of Law 6404, dated December 15, 1976 ( Brazilian Business Corporation Act ), and amounts from said reserve, under the terms of Section 169 of said law; (ii) amending Article 31 (Chapter VI The Board of Executive Officers) and related Página 1 de 6

2 provisions (Articles 18, 32, 34, 35, 36 and 37) so as to alter the structure of the Company s Board of Executive Officers and (iii) the restatement of the Company s Bylaws. PUBLICATION: The shareholders in attendance unanimously approved drafting the minutes of this General Meeting as a summary of the facts, under the terms of Paragraph 1 of Section 130 of the Brazilian Business Corporation Act, 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 attendees approval. RESOLUTIONS: After due consideration of and discussion about the agenda items and related documents, the shareholders decided as follows: Annual General Meeting: (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 December 31, 2013; (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 December 31, 2011, totaling seven hundred eighteen million, eight hundred thirty-two thousand, three hundred ninety-one reais and twenty-seven cents (R$718,832,391.27), was approved unanimously by the shares whose votes were expressed: (a) Thirty-five million, nine hundred forty-one thousand, six hundred nineteen reais and fifty-six cents (R$35,941,619.56) to the legal reserve; (b) Five hundred twelve million, one hundred sixty-eight thousand, seventy-eight reais and seventy-eight cents (R$512,168,078.78) to the surplus reserve required by the Bylaws, named expansion reserve, under the terms of Article 40 f of the Company's Bylaws, as stipulated by the capital budget proposal initialed by the Chairman and the Secretary of the meeting and filed at the Company s headquarters; and (c) One hundred seventy million, seven hundred twenty-two thousand, six hundred ninety-two reais and ninety-three cents (R$170,722,692.93) to the payment of the minimum mandatory dividend, under the terms of Article 27 n of the Company's Bylaws, corresponding to the business year ending December 31, 2013, with a total of R$ per common share being paid as dividend. Página 2 de 6

3 The Company s Executive Officers are authorized to perform all the acts required to pay the dividends stipulated herein to the Company s shareholders on April 28, Said payment shall be made by June 27, 2014 and follow the procedures adopted by Banco Bradesco S/A, the bank responsible for holding 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 and by 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 April 29, 2014; (iii) most of the shares whose votes were expressed decided that the Board of Directors shall be composed of 8 members for the term starting on this date and elected as Board members to serve a term of two (2) years the following: Elie Horn, Brazilian, married, businessman, bearer of the identity card number (RG) X SSP/SP and enrolled with the Brazilian Treasury Department s Individual Taxpayers Registry (CPF/MF) under number , 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 Brazilian Treasury Department s Individual Taxpayers Registry (CPF/MF) under number , residing in Rio de Janeiro, Rio de Janeiro State, with business address at Rua Dias Ferreira, 190, 1 st floor, as the Deputy Chairman; George Zausner, Brazilian, married, civil engineer, bearer of the identity card number (RG) SSP/BA and enrolled with the Brazilian Treasury Department s Individual Taxpayers Registry (CPF/MF) under number , residing in the city of São Paulo, São Paulo State, with business address at Av. Presidente Juscelino Kubitschek, 1455, 4 th floor, as a Director; Rafael Novellino, Brazilian, married, economist, bearer of the identity card number (RG) SSP/SP and enrolled with the Brazilian Treasury Department s Individual Taxpayers Registry (CPF/MF) under number , residing in the city of São Paulo, São Paulo State, with business address at Av. Presidente Juscelino Kubitschek, 1455, 4 th floor, as a Director; Fernando Goldsztein, Brazilian, married, business administrator, bearer of the identity card number (RG) SSP/RS, and enrolled with the Brazilian Treasury Department s Individual Taxpayers Registry (CPF/MF) under number , residing in the city of Porto Alegre, Rio Grande do Sul State, with business address at Rua Mostardeiro, 800, 4 th floor, as a Director; Sergio Agapito Lires Rial, Brazilian, single, lawyer, bearer of the identity card number (RG) SSP/RJ and enrolled with the Brazilian Treasury Department s Individual Taxpayers Registry (CPF/MF) under number , residing at Rua Edson, 159, apt. 31, in the city of São Paulo, São Paulo State, as a Director; João Cesar de Queiroz Tourinho, Brazilian, married, engineer, bearer of the identity card number (RG) Página 3 de 6

4 IFP/SP and enrolled with the Brazilian Treasury Department s Individual Taxpayers Registry (CPF/MF) under number , residing at Rua Fernandes de Abreu, 151, apt. 501, in the city of São Paulo, São Paulo State, as a Director; and Rogério Frota Melzi, Brazilian, single, engineer, bearer of the identity card number (RG) DETRAN/SP enrolled in the Brazilian Treasury Department s Individual Taxpayers Registry (CPF/MF) under number , with business address at Avenida Embaixador Abelardo Bueno, 199, 6th floor, in the city of Rio de Janeiro, Rio de Janeiro State, as a Director. Messrs. Sergio Agapito Lires Rial, José Cesar de Queiroz Tourinho and Rogério Frota Melzi are Independent Directors, as determined by the Novo Mercado Listing Rules, of BM&FBovespa S.A. (Bolsa de Valores, Mercadorias e Futuros de São Paulo, the São Paulo Securities, Commodities and Futures Exchange), so that the minimum percentage required by such Rules is duly met. The newly elected Board Members (a) declare, under the penalties of the Law, that they fulfill all the requirements in Section 147 of the Brazilian Business Corporation Act and CVM Instruction 367/02 to be invested as members of the Company s Board of Directors; (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 set out in CVM Instruction 367/02 and the instruments of adherence to BM&F Bovespa S.A. s Novo Mercado Rules, when applicable.(iv) most of the shares whose votes were expressed approved the annual limit on the total compensation for the Company s management members for fiscal year 2014 fourteen million three hundred forty thousand eight hundred forty-one reais and four cents (R$14,340,841.04), following Management s proposal, initialed by the Chairman and the Secretary during this meeting and filed at the Company s headquarters; and Extraordinary General Meeting: (i) The Chairman pointed out that the Shareholders Attendance Book showed that no quorum was present, in accordance with Section 135 of the Brazilian Business Corporation Act, to deliberate on the items on the agenda for the Extraordinary General Meeting, namely the amendments to the Company s Bylaws. As a result, the Company s Management shall publish a second call notice for the Extraordinary General Meeting. ADJOURNMENT: All documents mentioned herein, duly initialed by the members of the Presiding Board, 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: Cláudio Carvalho de Lima - Chairman, Rodrigo Ferreira Figueiredo - Secretary. Shareholders: EIRENOR SA; ELIE HORN; GEORGE ZAUSNER; RAFAEL NOVELLINO; ROGERIO JONAS ZYLBERSZTAJN; CLAUDIO CARVALHO DE LIMA; ASCESE FUNDO DE INVESTIMENTO EM ACOES; DYBRA FUNDO DE 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 FIA BDR NIVEL I; FPRV DYN UIRAPURU FIA PREVIDENCIARIO; KEMNAY DYBRA LLC; RAUTA FUNDO DE INVESTIMENTO EM ACOES; SAO Página 4 de 6

5 FERNANDO IV FUNDO DE INVESTIMENTO EM ACOES; TCEP FDO DE INVEST EM ACOES; TNAD FUNDO DE INVESTIMENTO EM ACOES; IGUATEMI HEDGE FUNDO DE INVESTIMENTO MULTIMERCADO; THE BANK OF NEW YORK ADR DEPARTMENT; ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND; ADVANCED SERIES TRUST - AST PARAMETRIC EME PORTFOLIO; ALASKA PERMANENT FUND; AMERGEN CLINTON NUCLEAR POWER PLANT NONQUALIFIED FUND; AT&T UNION WELFARE BENEFIT TRUST; AZL BLACKROCK GLOBAL ALLOCATION FUND; BATTERYMARCH GLOBAL EMERGING MARKETS FUND; BELL ATLANTIC MASTER TRUST; BELLSOUTH CORPORATION RFA VEBA TRUST; BEST INVESTMENT CORPORATION; BEST INVESTMENT CORPORATION; BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND; BLACKROCK GL ALLOCATION PORTFOLIO OF BLACKROCK SER FD, INC; BLACKROCK GLOBAL ALLOC V.I. FD OF BLACKROCK VAR SER FDS, INC; BLACKROCK GLOBAL ALLOCATION COLLECTIVE FUND; BLACKROCK INSTITUTIONAL TRUST COMPANY NA; BRANDYWINE INVESTMENT TRUST; CAISSE DE DEPOT ET PLACEMENT DU QUEBEC; CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; CENTRAL STATES SOUTHEAST SOUTHWEST A PE FD; CF DV EMERGING MARKETS STOCK INDEX FUND; CIBC EMERGING MARKETS INDEX FUND; CITY OF NEW YORK GROUP TRUST; CITY OF PHILADELPHIA PUB EMPLOYEES RET SYSTEM; CLARIVEST EMERGING MARKETS EQUITY FUND, L.P.; COLLEGE RETIREMENT EQUITIES FUND; COMMONWEALTH OF PENNSYLVANIA STATE E R SYSTEM; COMMONWEALTH SUPERANNUATION CORPORATION; COUNTY EMPLOYEES ANNUITY AND BENEFIT FD OF THE COOK COUNTY; DB X-TRACKERS MSCI BRAZIL HEDGED EQUITY FUND; DELAWARE VIP TRUST - DELAWARE VIP EMERGING MARKTS SERIES; DIVERSIFIED MARKETS (2010) POOLED FUND TRUST; DRIEHAUS COMPANIES PROFIT SHARING PLAN AND TRUS; DRIEHAUS EMERGING MARKETS SMALL CAP GROWTH FUND; DTE ENERGY COMP AFFILIATES EMPLOYEE BENEFIT PLANS MASTER TRU; DTE VEBA MASTER TRUST; EATON VANCE TR CO CO TR FD - PA STR EM MKTS EQ COM TR FD; EMERGING MARKETS EQUITY FUND; EMERGING MARKETS EQUITY FUND S OF M P F WORLD FUNDS, LLC; EMERGING MARKETS EQUITY INDEX MASTER FUND; EMERGING MARKETS EQUITY INDEX PLUS FUND; EMERGING MARKETS EQUITY TRUST 4; EMERGING MARKETS EX-CONTROVERSIAL WEAPONS EQUITY INDEX FD B; EMERGING MARKETS INDEX NON-LENDABLE FUND; EMERGING MARKETS INDEX NON-LENDABLE FUND B; EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND; EMERGING MKTS EQTY MGRS: PORTFOLIO 1 OFFSHORE MASTER L.P.; EVANGELICAL LUTHERAN CHURCH IN AMERICA B O PN; FIDELITY INVEST TRUST LATIN AMERICA FUND; FIDELITY LATIN AMERICA FUND; 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; FORD MOTOR CO DEFINED BENEF MASTER TRUST; FORD MOTOR COMPANY OF CANADA, L PENSION TRUST; FRANKLIN TEMPLETON INVESTMENT FUNDS; FUTURE FUND BOARD OF GUARDIANS; GLOBAL X BRAZIL FINANCIALS ETF; GLOBAL X BRAZIL MID CAP ETF; GMO DEVELOPED WORLD STOCK FUND, A SERIES OF GMO TRUST; GMO FUNDS PLC; GMO GLOBAL R RETURN (UCITS) F, A SUB-FUND OF GMO FUNDS PLC; GMO IMPLEMENTATION FUND, A SERIES OF GMO TRUST; GMO M R FD(ONSH) A S O GMO M PORTIFOLIOS (ONSHORE), L.P.; GMO TRUST ON BEHALF OF GMO EM COUNTRIES FUND; HSBC BRIC EQUITY FUND; IBM 401 (K) PLUS PLAN; ILLINOIS STATE BOARD OF INVESTMENT; ING EMERGING MARKETS INDEX PORTFOLIO; INVESCO EMERGING MARKETS EQUITY FUND; IOWA PUBLIC EMPLOYEES RETIREMENT SYSTEM; ISHARES II PUBLIC LIMITED COMPANY; ISHARES III PUBLIC LIMITED COMPANY; ISHARES MSCI ACWI EX U.S. ETF; ISHARES MSCI BRAZIL CAPPED ETF; ISHARES MSCI BRIC ETF; ISHARES PUBLIC LIMITED COMPANY; JAPAN TRUSTEE SERVICES BANK, LTD. STB BRAZIL STOCK MOTHER FU; JAPAN TRUSTEE SERVICES BK, LTD. RE: RTB NIKKO BEA MOTHER FD; JNL/BLACKROCK GLOBAL ALLOCATION FUND; JNL/LAZARD EMERGING MARKETS FUND; JNL/MELLON CAPITAL EMERGING MARKETS INDEX FUND; JPMORGAN SAR GLOBAL EMERGING MARKETS FUND; LAZARD DEVELOPING MARKET EQUITY PORTFOLIO; LAZARD EMERGING MARKETS EQUITY BLEND PORTFOLIO; LAZARD EMERGING MARKETS MULTI- STRATEGY FUND; LAZARD EMERGING MARKETS MULTI-STRATEGY PORTFOLIO; LAZARD INVESTMENT FUNDS - LAZARD DEVELOPING MARKETS FUND; LEGG MASON GLOBAL FUNDS PLC; LINCOLN VIP T - L SSGA EMERGING MARKETS 100 FUND; LVIP BLACKROCK EMERGING MARKETS RPM FUND; MELLON BANK N.A EB COLLECTIVE INVESTMENT FUND PLAN; MICROSOFT GLOBAL FINANCE; MINISTRY OF STRATEGY AND FINANCE; MISSOURI EDUCATION PENSION TRUST; NATIONAL COUNCIL FOR SOCIAL SECURITY FUND; NAV CANADA PENSION PLAN; NEW YORK STATE TEACHERS RETIREMENT SYSTEM; NEW ZEALAND SUPERANNUATION FUND; NORGES BANK; NORTHERN TRUST INVESTIMENT FUNDS PLC; NZAM EM8 EQUITY PASSIVE FUND; OMERS ADMINISTRATION CORPORATION; ORBIS GLOBAL EQUITY FUND LIMITED; ORBIS INTERNATIONAL EQUITY L.P.; ORBIS OEIC - GLOBAL EQUITY FUND; ORBIS OPTIMAL GLOBAL FUND L.P.; ORBIS OPTIMAL SA FUND LIMITED; ORBIS SICAV GLOBAL EQUITY FUND; OYSTER CREEK NUCLEAR GENERATING STATION QUALIFIED FUND; PACE INT EMERG MARK EQUITY INVESTMENTS; PANAGORA GROUP TRUST; PICTET - EMERGING MARKETS INDEX; PICTET FUNDS S.A RE: PI(CH)-EMERGING MARKETS TRACKER; POWERSHARES FTSE RAFI EMERGING MARKETS PORTFOLIO; PPL SERVICES CORPORATION MASTER TRUST; PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; PYRAMIS GLOBAL EX U.S. INDEX FUND LP; RETIREMENT INCOME PLAN OF SAUDI ARABIAN OIL COMPANY; SBC Página 5 de 6

6 MASTER PENSION TRUST; SCHWAB EMERGING MARKETS EQUITY ETF; SCOTIA LATIN AMERICAN FUND; SCOTIA PRIVATE EMERGING MARKETS POOL; SCRI ROBECO CUSTOMIZED QUANT EMERGING MARKETS FONDS; SCRI ROBECO INSTITUTIONEEL EMERGING MARKETS QUANT FONDS; 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; STATE OF CONNECTICUT RET PLANS AND TRT FUN; STATE OF NEW JERSEY COMMON PENSION FUND D; STATE OF WYOMING; STATE ST B AND T C INV F F T E RETIR PLANS; STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV - SSGA ENHANCE; STATE SUPER FINANCIAL SERV INTL EQ SECTOR TRU; STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL; STICHTING PHILIPS PENSIOENFONDS; TEACHER RETIREMENT SYSTEM OF TEXAS; TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS; THE BANK OF NEW YORK MELLON CORPORATION RETIREMENT PLANS MAS; THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM; THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST; THE EM MKT EQ INV PORT OF CONS GR CAP MKT FDS; THE GMO EMERGING MARKETS FUND; THE GOVERNMENT OF THE PROVINCE OF ALBERTA; THE HARTFORD GLOBAL ALL ASSET FUND; THE MASTER TRUST BANK OF JAPAN, LTD. AS T F MTBJ ; THE MASTER TRUST BANK OF JAPAN, LTD. AS T. FOR MTBJ ; THE MONETARY AUTHORITY OF SINGAPORE; THE NOMURA T AND B CO LTD RE I E S INDEX MSCI E NO HED M FUN; THE PENSION RESERVES INVESTMENT MANAG.BOARD; THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP7 EQUITY FUND; THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO; THREE MILE ISLAND UNIT ONE QUALIFIED FUND; TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY I F; TREASURER OF THE ST.OF N.CAR.EQT.I.FD.P.TR.; UNITED TECHNOLOGIES CORP. MASTER RET. TRUST; UPS GROUP TRUST; USAA EMERGING MARKETS FUND; UTAH STATE RETIREMENT SYSTEMS; UTD NAT RELIEF AND WORKS AG FOR PAL REFUGEE IN THE NEAR EAST; VANG FTSE ALL-WORLD EX-US INDEX FD, A S OF V INTER E I FDS; VANGUARD EMERGING MARKETS STOCK INDEX FUND; VANGUARD FUNDS PUBLIC LIMITED COMPANY; VANGUARD INVESTMENT SERIES PLC; VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F; VANGUARD TOTAL WSI FD, A SOV INTERNATIONAL EQUITY INDEX FDS; WHEELS COMMON INVESTMENT FUND; WISDOMTREE EMERGING MARKETS CONSUMER GROWTH FUND; CAMILLA TOGNATO. I certify that this is a true and correct copy of the minutes drafted in the proper book. São Paulo, April 28, 2014 Presiding Board: Claudio Carvalho de Lima Chairman Rodrigo Ferreira Figueiredo Secretary Página 6 de 6