CONSTRUTORA
TENDA S.A.
Publicly-Held
Company
Corporate
Taxpayers’ ID (CNPJ/MF) No. 71.476.527/0001-35
NIRE
35.300.348.206
MINUTES
OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING CONVENED ON DECEMBER 14th,
2009
1. Date,
Time and Place: On December 14th, 2009,
at 9:00 a.m., in the building of Construtora Tenda S.A.’s ( the “Company”)
headquarters, in the city of São Paulo, State of São Paulo, at Avenida Engenheiro Luis Carlos Berrini,
1376, 10th floor, Brooklin.
2. Call
Notice: The call notice
was published on November 10th, 11th and
12
th, 2009, in the “Diário
Oficial do Estado de São Paulo”, pages 17, 18 and 10, respectively, and in
the
newspaper
“Valor
Econômico”, pages D8, A6 and B2,
respectively.
3. Attendance: Shareholders representing more than
2/3rds of Company’s
total and voting capital, as per the signatures in the “Shareholders’ Attendance
Book”. Also present were: the Company’s Director, Mr. Fernando Cesar Calamita; the Company’s
Financial and Investor Relations and Operational Officers, Messrs. Paulo Roberto Cassoli Mazzali and
Marcelo Silva de Souza, respectively; Mr. Laércio Lampiasi, member of the
Company’s Fiscal Council; Ms. Patrícia Cristina Carradas, a representative of
APSIS Consultoria Empresarial Ltda.; Mr. Anderson Bertoni, CRC 1SP245.452/O-5,
of Terco Grant Thornton, the Company’s auditors; Mr. Fernando Iunes, of Banco
Itaú BBA S.A., and Mr. Pedro Chueiri, of Ulhoa Canto, Rezende e Guerra, advisors
of the Independent Committee appointed by Company’s Board of Directors relating
to the merger of the Company’s shares into Gafisa S.A.
4. Presiding
Board: Chairman: Mr. Paulo Cezar Aragão, in the absence of the Chairman of the
Board of Directors; Secretary: Grace Cristine Ferreira
Rocha.
5. Resolutions:
5.1. Resolved
that the Minutes of this Extraordinary General Shareholders’ Meeting will be
drawn-up in summary form and published without the signatures of the
shareholders, as permitted by paragraphs 1 and 2 of Article 130 of Law No.
6,404/76.
5.2. Resolved
to amend the heading of Article 5 of the Company’s bylaws to reflect the
increases of the corporate capital approved by the Board of Directors within the
limits of the authorized capital up to the date hereof, which shall read as
follows and noting that the Sole Paragraph will remain unaltered, with the
abstention of the shareholders POLO FIA, POLO NORTE FIM and VINSON
EVOLUTION:
“Article 5. The capital of the
Company is of R$ 755,699,415.56, divided into 400,828,367 common shares, without
par value.”
5.3. The shareholders resolved to suspend
the EGM, because, as of the date hereof, the Registration Statement on Form F-4
filed by Gafisa with the US Securities & Exchange Commission (SEC) in
connection with the other items of the EGM agenda to be voted upon at this EGM
has not been declared effective yet by the SEC, which is a
regulatory requirement in the United States of America for the shareholder vote.
The EGM will be reconvened on December 23, 2009, at 9:00 a.m., in the same place
(no further call notice is required), when the other items of the agenda will be
discussed and voted on.
SUSPENSION OF THE EGM: As
there were no further issues to be addressed, the EGM was suspended, and the
present Minutes were drawn up as a summary, and, after having been read and
found to be appropriate, were signed by all in attendance. São Paulo, December
14th,
2009.
Signatures: Paulo Cezar
Aragão, Chairman; Grace Cristine Ferreira Rocha, Secretary; Gafisa S.A., by
Fabiana Utrabo Rodrigues and Monique M. Mavignier de Lima; Evolution Fundo de Investimento de
Ações, Franklin Templeton Investment Funds, Templeton Global Investment
Trust – Templeton Bric Fund, John Hancock Funds II Emerging Markets Value Fund,
Columbia Marsico Global Fund, Dimensional Funds PLC, The Marsico Global Fund,
Rohm and Haas Master Trust, Harbor Global Growth Fund, Pensionskassernes
Administration A/S, The Master Trust Bank of Japan LTD Re: F Russel Invsts
(Japan) LTD Intern Equit Fund, Polo Fundo de Investimmento em Ações, Vinson Fund
LLC and Polo Norte Fundo de Investimento Multimercado, by George Washington
Tenório Marcelino; Paulo Cezar Aragão; Monique M. Mavignier de Lima; Fabiana
Utrabo Rodrigues and Grace Cristine Ferreira Rocha.
I hereby
certify that this is a true copy of the minutes drawn up in the appropriate
corporate book.
Grace
Cristine Ferreira Rocha
Secretary
Forward-Looking
Statements
This
document may include “forward-looking statements” within the meaning of the
“safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by the use of
words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,”
“project” and other similar expressions that predict or indicate future events
or trends or that are not statements of historical matters. Investors
are cautioned that such forward-looking statements are based on current
expectations that are subject to risks and uncertainties. A number of factors
could cause actual results or outcomes to differ materially from those indicated
by such forward-looking statements. These factors include, but are not limited
to, the following risks and uncertainties: those set forth in Gafisa’s filings
with the Securities and Exchange Commission (SEC), the failure to obtain and
retain expected synergies from the proposed transaction, failure of Gafisa or
Tenda stockholders to approve the merger, delays in obtaining, or adverse
conditions contained in, any required regulatory approvals, failure to
consummate or delay in consummating the transaction for other reasons, changes
in laws or regulations and other similar factors. Readers are
referred to Gafisa’s most recent reports filed with the SEC. Tenda or
Gafisa are under no obligation to and expressly disclaim any such obligation to
update or alter forward-looking statements whether as a result of new
information, future events or otherwise.
Additional
Information and Where to Find It
This
document relates to a proposed transaction involving Gafisa S.A. and Construtora
Tenda S.A. In connection with the proposed transaction, Gafisa filed with the
SEC a registration statement on Form F-4 to register Gafisa common shares to be
issued in the proposed transaction. Gafisa intends to continue to file
additional relevant materials with the SEC. The registration statement and the
related prospectus contain important information about Gafisa, Tenda, the
proposed transaction and related matters. Without prejudice to
publication, by the companies, of the information and documents required by
corporate legislation and by the regulations of the Comissão de Valores
Mobiliários through the Sistema de Informações Periódicas e
Eventuais (“IPE”) in the websites
of the Comissão de Valores
Mobiliários (www.cvm.gov.br)
and of the BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (www.bovespa.com.br)
and/or in their respective websites (www.gafisa.com.br
or www.tenda.com.br,
as the case may be), any and all information made available abroad will be
simultaneously made available in Brazil through the IPE. Investors will be able
to obtain copies of the offering document and other documents from the SEC's
Public Reference Room at 100 F Street, N.E., Washington D.C., 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.
The documents may also be obtained from the website maintained by the SEC at
http://www.sec.gov, which contains reports and other information regarding
registrants that file electronically with the SEC. Gafisa and Tenda have also
filed certain documents with the Comissão de Valores Mobiliários, the Brazilian
securities commission, which are available on the CVM’s website at
http://www.cvm.gov.br. In addition, documents (including any exhibits) filed
with the SEC or CVM by Gafisa or Tenda will be available free of charge from the
Investor Relations offices of Gafisa S.A., located at Avenida Nações Unidas,
8501, 19th floor,
São Paulo, SP, Brazil 05425-070, tel: 011-55-11-3025-9305, and of Construtora
Tenda S.A., located at Av. Eng. Luis Carlos Berrini, 1.376, 9th floor, Edifício
Torre Nações Unidas, Brooklin Paulista, São Paulo, SP, Brasil 04571-000, tel:
011-55-11-3040-6426.
SHAREHOLDERS
OF TENDA ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED BY GAFISA WITH THE SEC, INCLUDING THE PROSPECTUS, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction.
Item
2
GAFISA
S.A.
Tax ID
(CNPJ/MF) No. 01.545.826/0001-07
NIRE
35.300.147.952
Publicly-Held
Company
EXTRAORDINARY
GENERAL SHAREHOLDERS’ MEETING
SECOND
CALL NOTICE
The
shareholders of GAFISA S.A. (“Company”) are hereby
invited to meet, on December 23, 2009, at 2:00 p.m., on a second call, at the
Company’s headquarters, located in the City of São Paulo, State of São Paulo,
Brazil, at Avenida das Nações Unidas, 8,501, 19th floor,
Eldorado Business Tower, Pinheiros, for an Extraordinary General Shareholders’
Meeting to decide on the following AGENDA:
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1.
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to review, discuss and approve the
Protocol and Justification of the merger, into the Company, of the
totality of outstanding shares issued by the Company’s subsidiary Construtora Tenda S.A.
(“Merger
of Shares”)
and executed by the management of the
companies on November 9, 2009, as well as the acts and provisions
contemplated
therein;
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2.
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to ratify the appointment and
hiring of APSIS Consultoria Empresarial Ltda. for the preparation of the
appraisal report of the shares issued by Construtora Tenda S.A. that will be
contributed to the capital of the Company for the purposes of
Sections 227 and 8 of Brazilian Law no. 6.404/76 (“Appraisal
Report”);
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3.
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to approve the Appraisal
Report;
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4.
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to approve the Merger of Shares
and the consequent capital increase of the Company through the issuance of
common shares to be subscribed and paid-up by the officers of
Construtora Tenda S.A. on behalf of its shareholders and a further
amendment to Section 5 of the Bylaws of the Company in order to reflect
the capital increase; and
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5.
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to
approve the assumption by the Company of non-exercised stock options
granted by Contrutora Tenda S.A. under its Stock Option
Plans.
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In order
to facilitate the access of the Shareholders to the Meeting, the Shareholders
are requested to deliver the following documents at the Company’s headquarters,
to the attention of the Investor Relations Department until December 21, 2009:
(i)
statement or evidence of the ownership of shares issued by BM&FBOVESPA S.A.
– Bolsa de Valores, Mercadorias e Futuros or by Itaú Corretora de Valores S.A.,
institution in charge for the services of book-entry shares of the Company; and
(ii)
to those to be represented by an attorney-in-fact, the power-of-attorney
observing the applicable law (article 126 from Brazilian Law No.
6.404/76).
The
following documents are available to the Shareholders at the Company’s
headquarters as well as on the websites of the Brazilian Securities and Exchange
Commission (Comissão de
Valores Mobiliários) and of BM&FBOVESPA S.A. – Bolsa de Valores,
Mercadorias e Futuros: (i) the
Protocol and Justification of the Merger of
Shares;
(ii)
the audited financial statements of the Company and of Construtora Tenda S.A. as
of September 30, 2009; (iii) the
Appraisal Report; (iv) the
appraisal report also prepared by APSIS Consultoria Empresarial Ltda. for the
purposes of article 264 of Brazilian Law No. 6.404/76; and (v) the
report presented by N M Rothschild & Sons. For consulting and analysis of
such documents at the Company’s headquarters, the interested shareholders shall
book a date and time with the Investor Relations Department.
São
Paulo, December 14, 2009
Gary
Robert Garrabrant
Chairman
of the Board of Directors
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Item
3
GAFISA
S.A.
CNPJ/MF
n°
01.545.826/0001-07
NIRE
35.300.147.952
Publicly-held
Company
Press
Release
Gafisa
S.A. (the "Company") hereby publicly informs its shareholders, the market in
general, and other interested parties that, due to the fact that the minimum
legal quorum required for the Extraordinary General Meeting convened for
December 14, 2009 to be held on first call, was not reached, such meeting will
be held on second call on December 23, 2009, at 2 p.m., pursuant to the call
notice which was made public today.
São
Paulo, December 14, 2009.
Alceu
Duilio Calciolari
Investors
Relations Officer
* * * *
*