GAFISA
S.A.
Publicly-Held
Company
Corporate
Taxpayers’ ID (CNPJ/MF) No. 01.545.826/0001-07
NIRE
35.300.147.952
MINUTES
OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’
MEETING
CONVENED, ON A SECOND CALL, ON DECEMBER 23rd,
2009
1. Date, Time and Place: On
December 23rd, 2009, at 2:00 p.m., at Company’s
headquarters, located in the City of São Paulo, State of São Paulo, at Avenida
Nações Unidas, 8.501, 19th floor,
Eldorado Business Tower, Pinheiros.
2. Call Notice: The second call
notice was published on December 15, 16 and 17,
2009, in the “Diário Oficial
do Estado de São Paulo”, pages 19, 11 and 17, respectively, and
in the newspaper “Valor
Econômico”, pages B10, B6 and B12, respectively.
3. Attendance: Shareholders
representing more than 52.28% of the Company’s total and voting capital, as per
the signatures in the “Shareholders’ Attendance Book”. Also present was the
Company’s Officer, Odair Garcia Senra.
4. Presiding Board: Chairman, Mr.
Alberto de Oliveira Neto; and Secretary, Ms. Fabiana Utrabo
Rodrigues.
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. Because,
as of the date hereof, the Registration Statement on Form F-4 filed by the
Company with the US Securities & Exchange Commission (SEC) in connection
with the other items of the merger of the shares of Construtora Tenda S.A.
(“Tenda”) into
the Company (“Merger”) has not been
declared effective yet
by the SEC, which is a regulatory requirement in the United States of America
for the Tenda shareholder vote, Tenda’s shareholders resolved, this morning, to
suspend Tenda’s Extraordinary General Shareholders’ Meeting which had been
called to resolve on the Merger. For this reason, Company’s shareholders also
resolve to suspend this EGM. This EGM will be reconvened on December 30th, 2009,
at 2:00 p.m., in the same place, with no call notice being required, so that the
items in the agenda of this EGM are discussed and voted upon only after Tenda’s
shareholders have resolved on the Merger.
SUSPENSION OF THE EGM: As
there were no further issues to be addressed, the EGM was suspended, the Minutes
were drafted as a summary and after being read and found to be appropriate, were
signed by all in attendance. São Paulo, December 23rd,
2009.
Signatures: Alberto de Oliveira Neto,
Chairman; Fabiana Utrabo Rodrigues, Secretary. Shareholders: Alberto
de Oliveira Neto, AMERICAN F I SER GL SM CAP FD, AUSTRALIAN REWARD INV ALLIANCE,
BARCLAYS GLOBAL INVESTORS NA, COMMONWEALTH O P P S EMP RET S, EMERGING MARKETS
INDEX FUND E, EXCEL LATIN AMERICA FUND, FRANKLIN
TEMPL INV
FUNDS, NEW WORLD FUND INC, NORGES BANK, OPPENHEIMER DEVEL MARKETS FUND,
TEMPLETON G I TR TEM BRIC FUND, UNIBANCO CONSTR C F INV ACOES, VANGUARD T I S I
FD SE VAN S F, VANGUARD INVESTMENT SERIES PLC.
I hereby
certify that this is a true copy of the minutes drawn up in the appropriate
corporate book.
Fabiana
Utrabo Rodrigues
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.
Gafisa is under no obligation to and expressly disclaims 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 GAFISA AND 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.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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GAFISA
S.A.
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Date:
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December
29, 2009
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By:
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/s/
Alceu Duílio Calciolari
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Name:
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Alceu
Duílio Calciolari
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Title:
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Chief
Financial Officer and Investor Relations Officer
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* * * * *
These
materials may contain forward−looking statements within the meaning of the “safe
harbor” provisions of the Private Securities. These statements are statements
that are not historical facts, and are based on management’s current view and
estimates of future economic circumstances, industry conditions, company
performance and financial results. The words “anticipates”, “believes”,
“estimates”, “expects”, “plans” and similar expressions, as they relate to the
company, are intended to identify forward-looking statements. Statements
regarding the declaration or payment of dividends, the implementation of
principal operating and financing strategies and capital expenditure plans, the
direction of future operations and the factors or trends affecting financial
condition, liquidity or results of operations are examples of forward-looking
statements. Such statements reflect the current views of management and are
subject to a number of risks and uncertainties. There is no guarantee that the
expected events, trends or results will actually occur. The statements are based
on many assumptions and factors, including general economic and market
conditions, industry conditions, and operating factors. Any changes in such
assumptions or factors could cause actual results to differ materially from
current expectations.