EVEN CONSTRUTORA E INCORPORADORA S.A.
Publicly Held Company
Company Registry (NIRE) No. 35.300.329.520
Corporate Taxpayer’s ID (CNPJ/MF) No. 43.470.988/0001-65
MINUTES OF THE EXTRAORDINARY SHAREHOLDERS´ MEETING
HELD ON MAY 12, 2011
1.
DATE, TIME AND VENUE: May 12 2011 at 10h00 a.m. at the head office of Even
Construtora e Incorporadora S.A. (“Company”), at Rua Hungria, nº 1400, 2º andar,
Conjunto 21, CEP 01455-000., in the city and state of São Paulo
2.
CALL NOTICE: The call notice was published pursuant to Article 124 of Law 6,404
of December 15, 1976, as amended (“Brazilian Corporate Law”), (a) in the “Diário Oficial
do Estado de São Paulo”, in the editions of May 04, 05 and 06, 2011, on pages 29, 14, and
45, respectively; and (b) in the “Brasil Econômico” newspaper, editions of May 04, 05, 06,
07 and 08, 2011, on pages 37, 27, 25, 25 and 25, respectively.
3.
PRESENCE: Shareholders representing at least thirty-six percent (36%) of the
Company’s total and voting capital, as per the signatures in the Company's Shareholder
Attendance Book. Mr. JEDIEL LIMA DA ROCHA, a member of the Company’s Fiscal
Council, was also present
4.
CHAIR: Chairman: Mr. Carlos Eduardo Terepins;
Secretary: Mr. Ariel Mizrahi.
5.
RESOLUTIONS: The Special Shareholder’s Meeting was installed and after a
discussion on the matters on the agenda, the shareholders present resolved:
5.1
To authorize the drawing up of these minutes in summary form and the publication
of the minutes without the names of the shareholders present, in accordance with Article
130, Paragraph 1 and 2 of Brazilian Corporation Law.
5.2
To approve, unanimously by the shareholders present who exercised their voting
rights, the amendment of Item “xxii”, Article 20 of the Company’s Bylaws to adjust the
wording of the rules governing the powers of the Board of Directors with respect to giving
guarantees and contracting loans, financing and guarantees on behalf of the Company.
5.2.1 In view of said amendment, the modification of the wording of Item xxii,
Article 20 of the Company’s Bylaws, which will take effect with the following wording:
"Article 20" The Board of Directors is responsible for:
(...)
(xxii)
deliberating, by means of the proposal made by the Executive Board, on
the contracting of loans, financing, guarantees and other legal transactions, except
(a) those under the scope of the Housing Finance System (Sistema Financeiro da
Habitação – SFH); and (b) transactions whose value, considered individually and
or together with other transactions of the same nature carried out at the same
company in the same fiscal year, do not result in a total debt of the Company in an
amount greater than: (b.1) fifty million reais (R$50,000,000.00) or (b.2) five
percent (5%) of the shareholders' equity of the Company, as indicated by the
Company’s financial statements for the last fiscal year ended, whichever is the
greatest of the two, or (c) sureties and guarantees contracted by the Company from
banks and financial institutions, or sureties and other guarantees given by the
Company, in any situation, under the scope of the transactions mentioned in items
(a) and (b) above, for the purpose of acquiring lots for the development of real
estate projects by the Company or its direct or indirect subsidiaries, provided that
the Company’s interest in the guarantee of these companies does not exceed the
Company's interest in the capital of said companies;"
7.
CLOSURE: There being no further business to discuss, and as nobody else took the
floor, the meeting was adjourned and these minutes were drawn up, read, found in
compliance, and signed by all those present
São Paulo, May 12, 2011.
This is a free English translation of the original instrument drawn up in the Company’s
records
Presiding Board:
__________________________________
CARLOS EDUARDO TEREPINS
Chairman
__________________________________
ARIEL MIZRAHI
Secretary
Shareholders Attending:
____________________________________________
GENOA FUNDO DE INVESTIMENTOS EM PARTICIPAÇÕES
Banco Santander S.A.
represented by. Danilo Christofaro Barbieri and
Saulo dos Santos Clemente
__________________________________
CARLOS EDUARDO TEREPINS
_________________________________
DAVID CYTRYNOWICZ
LUIS TEREPINS
EDUARDO CYTRYNOWICZ
JOÃO EDUARDO AZEVEDO SILVA
SILVIO LUIZ GAVA
DANY MUSZKAT
GELARE LLC
XP INVESTOR FUNDO DE INVESTIMENTO EM AÇÕES
EVEREST FUNDO DE INVESTIMENTO EM AÇÕES
XP INVESTOR SMALL CAPS FUNDO DE INVESTIMENTO EM AÇÕES
XP LONG SHORT FUNDO DE INVESTIMENTO MULTIMERCADO
GOLDEN FUNDO DE INVESTIMENTO EM AÇÕES
FUNDO DE INVESTIMENTO EM AÇÕES VISTA
represented by. Flavia Sinopoli Lafraia
__________________________________________
FAMA STRIKER MN MASTER FUNDO DE INVESTIMENTO MULTIMERCADO LONGO PRAZO
FAMA CHALLENGER MASTER FUNDO DE INVESTIMENTO DE AÇÕES
BNY Mellon Serviços Financeiros Distribuidora de Títulos e Valores Mobiliários S.A.
represented by. Flavia Sinopoli Lafraia
_________________________________
CARNEGGIE LLC
CHASE MANHATTAN BANK AS TRUSTEE OF THE RETIRE PLAN OF THE C M BANK AND
CERTAIN AFFILIATED COMPANIES
LOCKHEED MARTIN CORPORATION MASTER RETIREMENT TRUST
VANDERBILT UNIVERSITY
represented by Flavia Sinopoli Lafraia
__________________________________________
STATE OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM
EMM UMBRELLA FUNDS
PYRAMIS GROUP TRUST FOR EMPLOYEE BENEFIT PLANS: PYRAMIS EMERGING MARKETS
COMMINGLED POOL
FIDELITY INVESTMENT TRUST: FIDELITY TOTAL INTERNATIONAL EQUITY FUND
MACKENZIE UNIVERSAL WORLD REAL ESTATE CLASS
GLOBAL X BRAZIL FINANCIALS EFT
FORMULA INVESTING INTERNATIONAL VALUE 400 FUND
COLLEGE RETIREMENT EQUITIES FUND
WHEELS COMMON INVESTMENT FUND TRUSTEES LIMITED
USAA EMERGING MARKETS FUND
UNIVERSITY OF PITTSBURGH MEDICAL CENTER SYSTEM
THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD
TEACHER RETIREMENT SYSTEM OF TEXAS
STATE STREET EMERGING MARKETS
PYRAMIS EMERGING MARKETS EQUITY TRUST
PRINCIPAL EMERGING MARKETS EQUITY FUND
NATIONAL COUNCIL FOR SOCIAL SECURITY FUND
MINISTRY OF STRATEGY AND FINANCE
LEGG MASON GLOBAL FUNDS PLC
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, A TFSRPAT/RET
INTEGRA EMERGING MARKETS EQUITY FUND
HARMONY OVERSEAS EQUITY POOL
FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST
VARIABLE INSURANCE PRODUCTS FUND IV: EMERGING MARKETS PORTFOLIO
FIDELITY EMERGING MARKETS FUND
EWING MARION KAUFFMAN FOUNDATION
ALPINE CYCLICAL ADVANTAGE PROPERTY FUND
ALPINE EMERGING MARKETS REAL ESTATE FUND
ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND
DRIEHAUS INTERNATIONAL SMALL CAP GROWTH FUND, A SERIES OF DRIEHAUS MUTUAL
FUNDS
DRIEHAUS COMPANIES PROFIT SHARING PLAN AND TRUST
CATHOLIC HEALTH INITIATIVES
AMERICAN AIRLINES INC., MASTER FIXED BENEFIT PENSION TRUST
BRUNEI INVESTMENT AGENCY
BATTERYMARCH GLOBAL EMERGING MARKETS FUND
BNP PARIBAS L1 – EQUITY LATIN AMERICA
ARIZONA STATE RETIREMENT SYSTEM (A1QV)
COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES’ RETIREMENT SYSTEM
NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST
SPDR S&P EMERGING MARKETS SMALL CAP ETF
SSGA MSCI EMERGING MARKETS SMALL CAP INDEX NON LENDING COMMON TRUST
FUND
STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT
RETIREMENT
STICHTING BEDRIJFSTAKPENSIOENFONDS VOOR DE MEDIA PNO
Citibank N.A.
represented by. Daniel Alves Ferreira
__________________________________________
BRITISH COAL STAFF SUPERANNUATION SCHEME
MINEWORKERS PENSION SCHEME
NORGES BANK
STICHTING F&C MULTI MANAGER EMERGING EQUITY ACTIVE
STICHTING PENSIOENFONDS MEDISCH SPECIALISTEN
STICHTING PENSIOENFONDS VOOR HUISARTSEN
VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, UMA SÉRIE DA VANGUARD
STAR FUNDS
FIDELITY INVESTMENT TRUST: FIDELITY EMERGING MARKETS FUND
FIDELITY ADVISOR SERIES VIII: FIDELITY ADVISOR EMERGING MARKETS FUND
HSBC Corretora de Títulos e Valores Mobiliários S.A.
represented by. Daniel Alves Ferreira
__________________________________________
FUNDO DE INVESTIMENTO EM AÇÕES VOTORANTIM VISION
FUNDO DE INVESTIMENTO VOTORANTIM SUSTENTABILIDADE EM AÇÕES
represented by. Daniel Alves Ferreira