Item
Number
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Description
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1.
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Protocol
and Justification of Merger of Shares Issued by Construtora Tenda S.A.
into Gafisa S.A. among the administrators of Construtora Tenda S.A. and
Gafisa S.A., dated November 9, 2009.
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2
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Call
Notice dated November 9, 2009 for an Extraordinary General Meeting of the
shareholders of Construtora Tenda S.A. on December 14, 2009 at 9
a.m.
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3
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Call
Notice dated November 9, 2009 for an Extraordinary General Meeting of the
shareholders of Gafisa S.A. on December 14, 2009 at 2
p.m..
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4.
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Material
Fact Release dated November 9, 2009 of Gafisa S.A. (“Gafisa”) and
Construtora Tenda S.A. (“Tenda”) summarizing a proposal of merger by
Gafisa of all outstanding shares issued by Tenda which will be submitted
to the shareholders of the companies.
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5.
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Minutes
of the Meeting of the Board of Directors of Gafisa S.A. held on November
6, 2009.
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6.
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Minutes
of the Joint Meeting of the Board of Directors and of the Fiscal Council
of Construtora Tenda S.A. held on November 6, 2009.
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7.
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Exhibit
of the Joint Meeting of the Board of Directors and of the Fiscal Council
of Construtora Tenda S.A. held on November 6,
2009.
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(i)
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the
management of the Companies presented, through the Material Fact Releases
of Gafisa and of Tenda dated as of October 21, 2009 and October 22, 2009,
respectively, their intention to present to their shareholders, by the end
of the fiscal year of 2009, a proposal for the merger of the totality of
the outstanding shares issued by Tenda into its controlling shareholder
Gafisa (“Merger
of Shares”);
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(ii)
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on
October 22, 2009, the Board of Directors of Tenda established a transitory
independent committee (“Independent
Committee”), to negotiate with the management of Gafisa, the
conditions of the Merger of Shares and to submit its recommendations to
the competent corporate bodies of
Tenda;
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(iii)
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the
Independent Committee and the management of Gafisa reached an agreement
regarding the conditions for the Merger of Shares, especially in relation
to the ratio for delivery of Gafisa’s shares in replacement for Tenda’s
shares; and
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(iv)
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the
Boards of Directors of Gafisa and of Tenda - the Board of Directors of
Tenda having followed the recommendation of the Independent Committee
approved the Merger of Shares on November 6, 2009 and have decided to
propose the Merger of Shares to the shareholders of the Companies,
pursuant to the terms agreed upon by the Independent Committee and the
management of Gafisa;
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(a)
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Extraordinary
General Shareholders’ Meeting of Tenda to approve the Protocol and
Justification and the Merger of Shares, as well as to authorize the
subscription by officers of Tenda of the shares to be issued by Gafisa;
and
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(b)
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Extraordinary
General Shareholders’ Meeting of Gafisa to (i) approve the Protocol and
Justification and authorize the increase of the capital stock to be
subscribed to and paid up by the officers of Tenda; (ii) confirm the
appointment of APSIS; (iii) approve the appraisal report prepared by APSIS
and the Merger of Shares; (iv) approve the assumption by Gafisa of
non-exercised stock options granted by Tenda under its Stock Option Plans;
and (v) authorize the management of Gafisa to execute all agreements and
instruments, and further perform all other acts required to make the
Merger of Shares effective.
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Henrique
de Freitas Alves Pinto
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Mauricio
Luis Luchetti
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Member
of the Board of Directors
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Member
of the Board of Directors
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Carlos
Eduardo Dan Alves Trostli
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Paulo
Roberto Cassoli Mazzali
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Chief
Executive Officer
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Chief
Financial and Investor Relations Officer
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Marcelo
Silva e Souza
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Daniela
Ferrari Toscano de Britto
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Chief
Executive Officer
Chief
Operational Officer
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Chief
Operational Officer
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Caio
Racy Mattar
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Member
of the Board of Directors
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Richard
L. Huber
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José
Écio Pereira da Costa Junior
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Member
of the Board of Directors
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Member
of the Board of Directors
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Gerald
Dinu Reiss
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Wilson
Amaral de Oliveira
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Member
of the Board of Directors
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Chief
Executive Officer
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Alceu
Duílio Calciolari
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Odair
Garcia Senra
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Chief
Finance and Investor Relation Officer
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Officer
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Mario
Rocha Neto
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Antônio
Carlos Ferreira
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Officer
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Officer
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Witnesses: | |||||
1. | 2. | ||||
Name: | Name: | ||||
I.D. (R.G.): | ID (R.G.): | ||||
CPF/MF: | CPF/MF: | ||||
1.
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to review, discuss and approve the
Protocol and Justification of merger, into the Company, of the
totality of outstanding shares issued by its subsidiary Construtora Tenda S.A.
(“Merger
of Shares”) executed
by the management of the companies on November 9, 2009, as well as the acts and provisions
contemplated therein;
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2.
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to ratify the appointment and
hiring of APSIS Consultoria Empresarial Ltda. for the preparation of the
appraisal
report of the shares issued by
Construtora Tenda
S.A. that will be
contributed to the capital of the Company for the purposes of
Sections 227 and 8 of Brazilian Law no. 6.404/76 (“Appraisal
Report”);
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3.
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to approve the Appraisal
Report;
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4.
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to approve the Merger of Shares and the consequent capital
increase of the Company through the issuance of common shares to be subscribed and
paid-up by the officers of Construtora Tenda S.A. on behalf of its
shareholders and further amendment to Section 5 of the Bylaws of the
Company in order to reflect the capital increase;
and
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5.
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to
approve the assumption by the Company of non-exercised stock options
granted by Contrutora Tenda S.A. under its Stock Option
Plans.
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(a)
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Extraordinary
General Shareholders’ Meeting of Tenda to approve the Protocol and
Justification and the Merger of Shares, as well as to authorize the
subscription by officers of Tenda of the shares to be issued by Gafisa;
and
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(b)
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Extraordinary
General Shareholders’ Meeting of Gafisa to (i)
approve the Protocol and Justification and authorize the increase of the
capital stock to be subscribed and paid in by the officers of Tenda;
(ii)
confirm the appointment of APSIS; (iii)
approve the appraisal report prepared by APSIS and the Merger of Shares;
(iv)
approve the assumption by Gafisa of non-exercised stock options granted by
Tenda under its Stock Option Plans; and (v)
authorize the management of Gafisa to execute all agreements and
instruments, and further perform all other acts required to make the
Merger of Shares effective.
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Alceu
Duílio Calciolari
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Paulo
Roberto Cassoli Mazzali
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Chief
Financial and Investor Relations
Officer
of Gafisa S.A.
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Chief
Financial and Investor Relations
Officer
of Construtora Tenda S.A.
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(a)
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to
approve, by unanimous vote, the terms and conditions of the draft of the
Protocol and Justification of the Merger of Shares Issued by the Company
into Gafisa S.A., which copy, once certified by the Presiding Board, is
filed in the Company’s headquarters, being the management of the Company
instructed to execute said Protocol and Justification and
to practice all further acts necessary for the delivery and the
accomplishment of the Merger of Shares;
and
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(b)
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to
convene an Extraordinary General Meeting and submit to the Company’s
shareholders the following proposal:
“(i)
to amend section 5 of the
Company’s bylaws in order to reflect the capital increase approved, until
the date of the shareholders’ meeting, by the Board of Directors, within
the limits of the authorized capital; (ii) to approve the merger of the
totality of the outstanding shares of the Company into Gafisa S.A.,
company located in the city of São Paulo, State of São Paulo, at
Avenida das
Nações Unidas, 8,501, 19th floor, part, Eldorado
Business Tower, Pinheiros, enrolled with the Tax ID
(CNPJ/MF) under No. 01.545.826/0001-07 (“Gafisa”), pursuant to the terms and
conditions set out in the Protocol and Justification signed between the
management of the Company and Gafisa (“Merger
of Shares”); and
(iii) to authorize the
subscription, by the Company’s officers, of shares to be issued by Gafisa
as a result of the capital increase referring to the Merger of
Shares.”
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Laercio
Lampiasi
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Luiz Fernando
Cruz
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