CYRELA BRAZIL REALTY S/A EMPREENDIMENTOS E PARTICIPAÇÕES
A PUBLICLY-HELD COMPANY
CORPORATE TAXPAYER NUMBER (CNPJ/MF): 73.178.600/0001-18
COMPANY REGISTRY (NIRE) 35.300.137.728
Minutes of the Meeting of the Board of Directors
DATE, TIME AND VENUE: June 11, 2014, at 10:00 p.m. at the Company’s headquarters,
located at Avenida Engenheiro Roberto Zuccolo, 555, 1st floor, Room 1001, Postal Code
05307-190, Vila Leopoldina, in the city and state of São Paulo.
ROLL CALL: Roll call was waived since all the members of the Company’s Board of
Directors were in attendance.
ATTENDANCE: All the members of the Company’s Board of Directors, namely: Elie Horn,
Rogério Jonas Zylbersztajn, George Zausner, Rafael Novellino, Fernando Goldsztein, Sérgio
Agapito Lires Rial, João Cesar de Queiroz Tourinho and Rogério Frota Melzi (“Directors”).
PRESIDING BOARD: Chairman – Rafael Novellino; Secretary – Claudio Carvalho de Lima.
AGENDA: Deliberating on the approval (i) of the cancellation of sixteen million, nine hundred
sixteen thousand, thirty (16,916,030) common shares issued by the Company and currently
held in Treasury, with no decrease in the capital stock; (ii) the conclusion of the Company’s
Share Buy-Back Program approved by the Company’s Board of Directors on September 3,
2013; and (iii) the Company’s new Share Buy-Back Program to purchase shares issued by
the Company to be held in Treasury and later cancelled or sold.
RESOLUTIONS: After careful examination and discussion, the members of the Board of
Directors decided unanimously and with no restrictions to (i) approve the cancellation of
sixteen million, nine hundred sixteen thousand, thirty) 16,916,030 common shares issued by
the Company currently and held in Treasury, under the terms of Section 30, Paragraph 1,
letter b, of Law 6404/76, with no decrease in the Company’s capital stock. Consequently, the
total of common, registered and book-entry shares, with no par value, issued by the
Reunião de Conselho de Administração da Cyrela Brazil Realty S.A., realizada em 11/06/2014.
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Company fell from 416,658,829 (four hundred sixteen million, six hundred fifty-eight
thousand, eight hundred twenty-nine) to three hundred ninety-nine million, seven hundred
forty-two thousand, seven hundred ninety-nine (399,742,799). The Company’s Executive
Board is hereby allowed to perform any and all acts and sign any and all documents required
to execute said resolution. (ii) conclude the Company’s Share Buy-Back Program approved
by the Company’s Board of Directors on September 3, 2013; and (iii) approve the Company’s
new Share Buy-Back Program, under the terms of Section 27 (i) of the Company’s Bylaws and
CVM Normative Instruction 10/80, as amended, authorizing the acquisition of up to twenty-six
million, one hundred eighty-seven thousand, six hundred ninety-eight (26,187,698) common
shares issued by the Company, all registered, book-entry and with no par value, with no
decrease in the capital stock, subject to the limit of earnings and cash as currently recorded,
pursuant to CVM Normative Instruction10/80. The Board of Executive Officers shall
determine when and how many shares will be effectively purchased, subject to the limits of
amount and time imposed by this Share Buy-Back Program. The decision to cancel or sell
the shares held in Treasury shall be made in due time and announced to the market. For the
purposes of Section 8 of CVM Instruction 10/80, the Company explains as follows: (a) It is
the Company’s goal to acquire shares issued by itself to be held in Treasury and later
canceled or sold–with the proceeds going to investments–, thus maximizing value for
shareholders; (b) up to twenty-six million, one hundred eighty-seven thousand, six hundred
ninety-eight (26,187,698) common shares issued by the Company, all registered, book-entry
and with no par value may be purchased; (c) such shares may be acquired within three
hundred sixty-five (365) days from this date; (d) the number of outstanding shares, as
defined by CVM Instruction 10/80, is two hundred sixty-one million, eight hundred seventy-six
thousand, nine hundred eighty-four (261,876,984) common shares, according to the stock
deposit account records, as informed by the depositary bank on June 10, 2014. and (e) the
shares shall be purchased on a stock exchange, at market prices, with the intermediation of
Citigroup Global Markets Brasil, Corretora de Câmbio, Títulos e Valores Mobiliários S.A.,
headquartered at Avenida Paulista, 1111 – 11th floor, in the city and state of São Paulo; or
Itaú Corretora de Valores S/A, headquartered at Av. Brigadeiro Faria Lima, 3400 – 10th floor,
in the city and state of São Paulo. The Directors authorize the Company’s Officers to perform
all the acts and sign all the documents required to enforce the aforementioned resolution.
Reunião de Conselho de Administração da Cyrela Brazil Realty S.A., realizada em 11/06/2014.
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ADJOURNMENT: There being no further business to be addressed, the Chairman
adjourned the meeting. These minutes were then drafted, read out, approved and signed by
all attendees. Signatures: Presiding Board: Rafael Novellino – Chairman; Claudio Carvalho
de Lima–Secretary. Directors: Elie Horn, Rogério Jonas Zylbersztajn, George Zausner,
Rafael Novellino, Fernando Goldsztein, Sérgio Agapito Lires Rial, João Cesar de Queiroz
Tourinho and Rogério Frota Melzi. São Paulo, June 11, 2014.
This is a true and correct copy of the original drafted in the proper book.
RAFAEL NOVELLINO
CLAUDIO CARVALHO DE LIMA
Chairman
Secretary
Reunião de Conselho de Administração da Cyrela Brazil Realty S.A., realizada em 11/06/2014.
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