TECNISA S.A. Publicly-Held Company Corporate Taxpayer s ID (CNPJ/MF): / Company Registry (NIRE):

Transcription

1 TECNISA S.A. Publicly-Held Company Corporate Taxpayer s ID (CNPJ/MF): / Company Registry (NIRE): NOTICE TO SHAREHOLDERS APPOINTMENT OF CANDIDATES TO THE POSITION OF FISCAL COUNCIL MEMBERS TECNISA S.A. ( Company ), one of the largest residential developers in Brazil, operating with an integrated business model that includes development, construction and brokerage operations, whose shares are traded on the stock exchange under the ticker TCSA3, hereby informs its shareholders and the market in general, as a complement to the Notice to Shareholders dated April 19, 2013, that the minority shareholders NÚCLEO MASTER FUNDO DE INVESTIMENTO EM AÇÕES, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / ; NÚCLEO AGULHAS NEGRAS FUNDO DE INVESTIMENTO EM AÇÕES, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / ; NÚCLEO NOVO TEMPO FUNDO DE INVESTIMENTO EM AÇÕES, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / ; AURORA BRAZIL LLC, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / ; NÚCLEO MATTERHORN FUND LLC, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / AND NÚCLEO GREY CITY FUND LLC, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / , represented by the manager Núcleo Capital Ltda.; HIX CAPITAL FUNDO DE INVESTIMENTO EM AÇÕES, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / , REPRESENTED BY THE MANAGER HIX INVESTIMENTOS LTDA.; CLUBE DE INVESTIMENTOS DEC, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / AND LONG BRASIL AÇÕES FUNDO DE INVESTIMENTO, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / , represented by the manager Una Capital Ltda.; REVENTON FUNDO DE INVESTIMENTO MULTIMERCADO, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / ; PERFIN FORESIGHT MASTER FUNDO DE INVESTIMENTOS EM AÇÕES, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / ; PERFIN LONG SHORT MASTER FUNDO DE INVESTIMENTO MULTIMERCADO, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / AND PERFIN LONG SHORT PLUS MASTER FUNDO DE INVESTIMENTO MULTIMERCADO, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / , represented by the manager Perfin Administração De Recursos Ltda.; AND UJAY LONG BIASED MASTER FUNDO DE INVESTIMENTO DE AÇÕES, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / , represented by the manager Ujay Capital Investimentos Ltda., notified the Company and altered the appointments to the Company s Fiscal Council they had previously made, such that the candidates 1

2 Marcelo Parente Vives and João Batista Donizete were substituted with the following candidates: Vanderlei Dominguez da Rosa, inscribed in the roll of individual taxpayers (CPF/MF) under number , for the position of sitting member of the Company s Fiscal Council and Paulo Roberto Franceschi, inscribed in the roll of individual taxpayers (CPF/MF) under number , as alternate member of the Company s Fiscal Council. As such, the candidates nominated by the minority shareholders to compose the Fiscal Council, whose election will be held at the Company s Annual Shareholders Meeting scheduled for 10:30 a.m. on April 26, 2013, will be: André Eduardo Dantas, inscribed in the roll of individual taxpayers (CPF/MF) under number , for the position of sitting member of the Company s Fiscal Council, with no alternate member appointed, nominated by the shareholder GERAÇÃO FUTURO L. PAR FUNDO DE INVESTIMENTO EM AÇÕES, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / Vanderlei Dominguez da Rosa, inscribed in the roll of individual taxpayers (CPF/MF) under number , for the position of sitting member of the Company s Fiscal Council and Paulo Roberto Franceschi, inscribed in the roll of individual taxpayers (CPF/MF) under number , as alternate member of the Company s Fiscal Council nominated by the shareholders NÚCLEO MASTER FUNDO DE INVESTIMENTO EM AÇÕES, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / ; NÚCLEO AGULHAS NEGRAS FUNDO DE INVESTIMENTO EM AÇÕES, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / ; NÚCLEO NOVO TEMPO FUNDO DE INVESTIMENTO EM AÇÕES, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / ; AURORA BRAZIL LLC, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / ; NÚCLEO MATTERHORN FUND LLC, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / AND NÚCLEO GREY CITY FUND LLC, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / , represented by the manager Núcleo Capital Ltda.; HIX CAPITAL FUNDO DE INVESTIMENTO EM AÇÕES, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / , represented by the manager Hix Investimentos Ltda.; CLUBE DE INVESTIMENTOS DEC, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / AND LONG BRASIL AÇÕES FUNDO DE INVESTIMENTO, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / , represented by the manager Una Capital Ltda.; REVENTON FUNDO DE INVESTIMENTO MULTIMERCADO, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / ; PERFIN FORESIGHT MASTER FUNDO DE INVESTIMENTOS EM AÇÕES, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / ; PERFIN LONG SHORT MASTER FUNDO DE INVESTIMENTO MULTIMERCADO, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / AND PERFIN LONG SHORT PLUS MASTER FUNDO DE INVESTIMENTO MULTIMERCADO, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / , represented by the manager Perfin Administração De Recursos Ltda.; AND UJAY LONG BIASED MASTER 2

3 FUNDO DE INVESTIMENTO DE AÇÕES, INSCRIBED IN THE ROLL OF CORPORATE TAXPAYERS (CNPJ/MF) UNDER NUMBER / , represented by the manager Ujay Capital Investimentos Ltda. The curricula of the candidates appointed by the minority shareholders are described in Exhibit I hereof, whose information, included in items 12.6 to of the reference form, has not been fully received. If any other minority shareholder wishes to appoint candidates to the Company's Fiscal Council, this appointment can be done in writing to the attention of the Company s Investor Relations Department, including the appointee s name, complete qualifying information and summarized curriculum, as well as the required information as per items 12.6 to of the reference form. Given that the legislation expressly requires the election of alternate members of the Fiscal Council, we request the shareholders to appoint, if possible, one candidate for the position of sitting member and his/her respective alternate. Lastly, we observe that, pursuant to the applicable legislation, the name and curriculum of the candidates appointed by the Company s controlling shareholder to compose the Fiscal Council are included in the Management Proposal made available to the Shareholders at the Company s headquarters, on the websites of the Company, the Brazilian Securities and Exchange Commission (CVM) and the BM&FBOVESPA since March 22, 2013, and published again on April 5, 2013, in compliance with OFFICIAL LETTER/CVM/SEP/GEA-1/Nº 093/2013 of April 2, São Paulo, April 23, 2013 Vasco de Freitas Barcellos Neto Chief Financial and Investor Relations Officer 3

4 TECNISA S.A. Publicly-Held Company Corporate Taxpayer s ID (CNPJ/MF): / Company Registry (NIRE): NOTICE TO SHAREHOLDERS EXHIBIT I CURRICULA OF THE CANDIDATES TO THE POSITION OF FISCAL COUNCIL MEMBERS APPOINTED BY SOME OF THE COMPANY S MINORITY SHAREHOLDERS Name: André Eduardo Dantas Individual taxpayer ID (CPF/MF): Age: 41 Profession: Lawyer Election date: 04/26/2013 Estimated date of investiture: 04/26/2013 Mandate term: until the ASM of 2014 Appointed to: the position of sitting member of the Company s Fiscal Council André Eduardo Dantas has been an alternate member of the Company s Fiscal Council since April 2012, representing the minority shareholders. He holds a degree in Law from Faculdades Metropolitanas Unidas - FMU/SP and a specialization in Tax Law from Pontifícia Universidade Católica de São Paulo PUC/SP. Mr. Dantas currently serves as the Commercial Officer at Gasparino, Fabro, Lebarbenchon, Roman, Sachet & Marchiori, an office specialized in Tax and Corporate Law. Over the past ten years, he has acquired a wide range of experience in the management of legal departments of large companies in the telecommunications, foreign trade and industry and commerce sectors, at companies of the Carrefour, Brasil Telecom and COIMEX groups. --- Name: Vanderlei Dominguez da Rosa Individual taxpayer ID (CPF/MF): Age: 49 Profession: Accountant Election date: 04/26/2013 Estimated date of investiture: 04/26/2013 Mandate term: until the ASM of 2014 Appointed to: the position of sitting member of the Company s Fiscal Council Vanderlei Dominguez da Rosa holds a degree in Accounting from the Federal University of Rio Grande do Sul. He is the managing partner at HB AUDIT - Auditores Independentes, the successor 4

5 to Handel, Bittencourt & Cia., which he joined in December 1988 and where he became partner in He currently serves as a Fiscal Council member at the following companies: (i) ODONTOPREV S.A., since April 2007 (Sitting Member); (ii) TEGMA GESTÃO LOGISTICA S.A., since April 2011 (Sitting Member); (iii) TRIUNFO PART. e INVESTIMENTOS S.A., since April 2011 (Sitting Member); (iv) SANEPAR, since April 2012 (Sitting Member); (v) PADTEC S.A., since September 2007 (Alternate Member); (vi) IDÉIASNET S.A., since October 2007 (Alternate Member); (vii) MULTIPLUS S.A., since April 2012 (Alternate Member); (viii) EQUATORIAL ENERGIA S.A., since March (Alternate Member); and (ix) CENTRAIS ELÉTRICA DO PARÁ S.A., since November 2012 (Alternate Member). In addition, he formerly served as a Fiscal Council member at the following companies: (i) TUPY S.A. from 04/2005 to 04/2006 and from 04/2008 to 04/2010 (Alternate Member); (ii) MPX Energia S.A. from 09/2011 to 04/2012 (Alternate Member); (iii) MARISOL S.A. from 03/2007 to 03/2010 (Alternate Member); (iv) INEPAR S.A. IND. E CONSTRUÇÕES from 04/2001 to 04/2007 (Alternate/Sitting Member); (v) BRASIL FERROVIAS S.A. - from 05/2005 to 04/2006 (Sitting Member); (vi) FERROBAN FERROVIAS BANDEIRANTES S.A. from 11/2005 to 04/2006 (Sitting Member); (vii) BEMATECH IND. E COM. DE EQUIPAMENTOS ELETRÔNICOS S/A from 04/2005 to 04/2006 (Alternate Member); (viii) LOJAS AMERICANAS S.A. from 04/2005 to 04/2006 (Alternate Member); (ix) CP ELETRÔNICA S.A. from 08/2004 to 04/2005 (Sitting Member); (x) TELEMIG CELULAR PARTICIPAÇÕES S.A. from 04/2002 to 04/2003 (Alternate Member); (xi) DIGITEL S.A. IND. ELETRÔNICA from 04/2001 to 04/2002 (Alternate Member); (xii) INEPAR ENERGIA S.A. - from 04/2001 to 04/2002 (Alternate Member); (xiii) BRASIL TELECOM PARTICIPAÇÕES S.A. from 12/2000 to 04/2002 (Alternate Member); (xiv) PROMOAUTO PARTICIPACÕES S.A. from 04/2001 to 12/2002 (Sitting/Alternate Member); and (xv) RENNER HERRMANN S.A. from 04/2001 to 04/2002 (Alternate Member). He has also served as an Expert and Technical Assistant in areas including labor disputes, the dissolution of companies, updating debts and award calculations. --- Name: Paulo Roberto Franceschi Individual taxpayer ID (CPF/MF): Age: 61 Profession: Accountant Election date: 04/26/2013 Estimated date of investiture: 04/26/2013 Mandate term: until the ASM of 2014 Appointed to: the position of alternate member of the Company s Fiscal Council Paulo Roberto Franceschi holds a degree in Accounting from Fundação de Estudos Sociais do Paraná, as well as a graduate degree in Economics from the FAE Business School. He has been a partner at AUDICONTROL Auditoria e Controle, an independent accounting and tax auditing and consulting firm, since 1995, where he now a Senior Partner, focused on business strategy implementation, technical responsibility for the joint projects with other partners and the general management of the company. Prior to founding the company, he worked at International Auditing 5

6 firms for 18 years. He is currently a Sitting Member of the Fiscal Councils of the following companies: (i) BEMATECH S.A. since April 2004 (Sitting Member); (ii) EQUATORIAL ENERGIA S.A. since April 2010 (Sitting Member); (iii) TRIUNFO PARTICIPAÇÕES e INVESTIMENTOS S.A. since April 2011 (Sitting Member); (iv) KEPLER WEBER S.A. since April ; and (v) CENTRAIS ELETRICAS DO PARÁ S.A. CELPA, since November 1, 2012 (Sitting Member). He is a former member (a) of the Fiscal Council of (i)redentor ENERGIA S.A. Sitting Member Fiscal Year 2010; and (ii) SIDERQUIMICA S.A. Privately- Held Company Sitting Member Fiscal Year 2008; (b) of the Audit Committee at POSITIVO INFORMÁTICA S.A., which served as Advisory Committee to the Board of Directors for the fiscal years 2007 and 2008; and, (c) of the Economic Council of MITRA DA ARQUIDIOCESE DE CURITIBA, as a Sitting Member from May 2005 to April