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to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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GAFISA S.A.
CNPJ/MF nº 01.545.826/0001-07
NIRE 35.300.147.952
Publicly-Held Company
MINUTES OF THE FISCAL COUNCIL MEETING
HELD ON JANUARY 9, 2017
1. Date, time and place. January 9, 2017, at 10 a.m., at Gafisa S.A.’s headquarters (“Company”), at Avenida das Nações Unidas 8.501, 19º andar, City and State of São Paulo.
2. Call Notice and Attendance. As all members of the Company’s Fiscal Council attended the meeting, the summoning was dismissed and the instatement and approval of the quorum were verified. Also present representatives of the Company for any clarification needed. As secretary of the Fiscal Council was Ms. Renata de Carvalho Fidale.
3. Resolutions unanimously taken amongst attending members, without any restrictions: The Fiscal Council, in the exercise of its duties pursuant to item III of Article 163 of Law No. 6,404/76 and, within the scope of its authority, issued its favorable opinion on the approval at the Company’s Extraordinary Shareholders’ Meeting of reduction of the Company’s capital stock in the total amount of R$219,510,000.00, resulting in a reduction from R$2,740,661,187.74 to R$2,521,151,187.74, without cancellation of shares, pursuant to Article 173 of Law No. 6,404/76, for being deemed as excessive in relation to the Company’s purpose, with the delivery to the Company’s shareholders, at the proportion of their equity interest in the Company’s capital stock, of 27,000,000 common shares representing 50% of the capital stock of Construtora Tenda S.A., a publicly-held company enrolled with the Corporate Taxpayer’s ID (CNPJ/MF) nº 71.476.527/0001-35, Company Registry (NIRE) 35.300.348.206, and issued its opinion as per Exhibit I attached hereto.
4. Closing: With no further matters to be discussed, the meeting was adjourned to draw up these minutes, which were read, approved and signed by all Fiscal Council members. Signatures: Renata de Carvalho Fidale, Secretary. Olavo Fortes Campos Rodrigues Júnior, Peter Edward Cortes Marsden Wilson and Laiza Fabiola Martins de Santa Rosa.
I certify that this is a true copy of the minutes drawn up in the appropriate book.
Renata de Carvalho Fidale
Secretary
1
EXHIBIT I
FISCAL COUNCIL OPINION
The effective members of the Company’s Fiscal Council, in the exercise of their duties pursuant tp item III of Article 163 of Law No. 6,404/76 and, within the scope of its authority, analyzed the proposal to reduce the Company’s capital stock in the total amount of R$219,510,000.00, resulting in a reduction from R$2,740,661,187.74 to R$2,521,151,187.74, without cancellation of shares, pursuant to Article 173 of Law No. 6,404/76, for being deemed as excessive in relation to the Company’s purpose, with the delivery to the Company’s shareholders, at the proportion of their equity interest in the Company’s capital stock, of 27,000,000 common shares representing 50% of the capital stock of Construtora Tenda S.A., a publicly-held company enrolled with the Corporate Taxpayer’s ID (CNPJ/MF) nº 71.476.527/0001-35, Company Registry (NIRE) 35.300.348.206 (“Reduction of Capital Stock”), issued their favorable opinion for the approval of the Reduction of Capital Stock by the Company’s shareholders convened at the Extraordinary Shareholders’ Meeting, under the terms of the Management Proposal.
The Fiscal Council Opinion was executed by Olavo Fortes Campos Rodrigues Júnior, Peter Edward Cortes Marsden Wilson and Laiza Fabiola Martins de Santa Rosa. I certify that this is a true copy of the minutes drawn up in the appropriate book.
São Paulo, January 9, 2017.
Renata de Carvalho Fidale
Secretary
2
SIGNATURE
Gafisa S.A. | |
By: |
/s/ Sandro Gamba |
Name: Sandro Gamba
Title: Chief Executive Officer |