CYRELA BRAZIL REALTY S/A EMPREENDIMENTOS E PARTICIPAÇÕES
A Publicly-Held Company
CORPORATE TAXPAYER ID (CNPJ/MF) 73.178.600/0001-18
COMPANY REGISTRY (NIRE) 35.300.137.728
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, 1st floor, Room 1.001, Postal Code 05307-190,
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, 2014. Management Report, Financial
Statements and Independent Auditors’ Report, published in DOESP and “O Estado de São
Paulo” on March 21, 2013. 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
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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$0.423071253 per common share being paid as dividend.
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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, 2014.
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) 3.008.989-X SSP/SP and enrolled
with the Brazilian Treasury Department’s Individual Taxpayers’ Registry (CPF/MF) under
number 004.812.978.-04, residing in the city of São Paulo, São Paulo State, with business
address at Av. Presidente Juscelino Kubitschek, 1455, 4th floor, as the Chairman; Rogério
Jonas Zylbersztajn, Brazilian, married, civil engineer, bearer of the identity card number
(RG) 04.019.129-8 IFP/RJ and enrolled with the Brazilian Treasury Department’s Individual
Taxpayers’ Registry (CPF/MF) under number 625.843.407-04, residing in Rio de Janeiro, Rio
de Janeiro State, with business address at Rua Dias Ferreira, 190, 1st floor, as the Deputy
Chairman; George Zausner, Brazilian, married, civil engineer, bearer of the identity card
number (RG) 662.300 SSP/BA and enrolled with the Brazilian Treasury Department’s
Individual Taxpayers’ Registry (CPF/MF) under number 036.046.165-49, residing in the city
of São Paulo, São Paulo State, with business address at Av. Presidente Juscelino
Kubitschek, 1455, 4th floor, as a Director; Rafael Novellino, Brazilian, married, economist,
bearer of the identity card number (RG) 2.455.760-2 SSP/SP and enrolled with the Brazilian
Treasury Department’s Individual Taxpayers’ Registry (CPF/MF) under number 021.174.01872, residing in the city of São Paulo, São Paulo State, with business address at Av.
Presidente Juscelino Kubitschek, 1455, 4th floor, as a Director; Fernando Goldsztein,
Brazilian, married, business administrator, bearer of the identity card number (RG)
4.009.051.147 SSP/RS, and enrolled with the Brazilian Treasury Department’s Individual
Taxpayers’ Registry (CPF/MF) under number 502.126.210-68, residing in the city of Porto
Alegre, Rio Grande do Sul State, with business address at Rua Mostardeiro, 800, 4th floor, as
a Director; Sergio Agapito Lires Rial, Brazilian, single, lawyer, bearer of the identity card
number (RG) 04.621.473-0 SSP/RJ and enrolled with the Brazilian Treasury Department’s
Individual Taxpayers’ Registry (CPF/MF) under number 595.644.157-72, 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)
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3.544.377 IFP/SP and enrolled with the Brazilian Treasury Department’s Individual
Taxpayers’ Registry (CPF/MF) under number 599.911.947-20, 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)
01438423784 DETRAN/SP enrolled in the Brazilian Treasury Department’s Individual
Taxpayers’ Registry (CPF/MF) under number 181.390.288-78, 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
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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 MULTISTRATEGY 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
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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 MTBJ400045830; THE MASTER TRUST
BANK OF JAPAN, LTD. AS T. FOR MTBJ400045833; 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
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