Notice to Shareholders

EVEN CONSTRUTORA E INCORPORADORA S.A.
Publicly-held company
Company Registry (NIRE) 35.300.329.520
Corporate Taxpayers’s ID (CNPJ) 43.470.988/0001-65
NOTICE TO SHAREHOLDERS
EVEN CONSTRUTORA E INCORPORADORA S.A., a publicly-held company inscribed in the
roll of corporate taxpayers (CNPJ/MF) under number 43.470.988/0001-65 (“Company”), in
compliance with Article 10 of CVM Rule 481/09, complementing the Management
Proposal disclosed by the Company on October 23, 2015 (“Management Proposal”), hereby
presents to Shareholders the group nominated by the shareholder Wishbone Delaware
Brazil I LLC indicating the members to compose the Company’s Board of Directors, who
will be elected at the Company’s Extraordinary Shareholders’ Meeting to be held on
November 9, 2015, at 10 a.m., at the Company’s headquarters, located at Rua Hungria, nº
1400, 2º andar, Conjunto 21, CEP 01455-000, in the city and state of São Paulo.
The list of candidates nominated by the shareholder Wishbone Delaware Brazil I LLC to
hold the positions of members of the Company’s Board of Directors is followed by the
information included in items 12.5 to 12.10 of the Reference Form, in compliance with
CVM Rule 481/09.
INFORMATION ON THE CANDIDATES NOMINATED BY THE SHAREHOLDER WISHBONE DELAWARE BRAZIL I LLC
(As per items 12.5 to 12.10 of the Reference Form of CVM Rule 480/09)
12.5. Regarding the candidates for the Board of Directors, inform:
LEANDRO MELNICK
HERMES GAZZOLA
JOHN HARRIS
NICOLAU FERREIRA
CHACUR
RODRIGO GERALDI
ARRUY
Sep 17, 1976
Jan 1, 1957
Oct 24, 1976
Jul 24, 1964
Jun 10, 1978
Civil Engineer
Entrepreneur
Investment Manager
Law degree
Civil Engineer
909.596.470-15
216.043.630-53
505751470
116.519.328-08
250.333.968-97
Does not apply
Does not apply
Does not apply
Member of the Board of
Directors
Member of the Board
of Directors
Does not apply
Does not apply
Does not apply
Apr 30, 2015
Aug 14, 2015
Does not apply
Does not apply
Does not apply
Apr 30, 2015
Aug 14, 2015
12.5 (h) Term of office
Does not apply
Does not apply
Does not apply
Until the 2017 Annual
Shareholders’ Meeting
12.5 (i) Other positions
held in the Company
None.
None.
None.
Until the 2017 Annual
Shareholders’ Meeting
Member of succession
committee
12.5 (j) Candidate
nominated by the
controlling shareholder
No (the Company
does not have a
controlling
shareholder)
No (the Company does not have a
controlling shareholder)
No (the Company does
not have a controlling
shareholder)
No (the Company does
not have a controlling
shareholder)
No (the Company does
not have a controlling
shareholder)
Yes, as defined in BM&FBOVESPA’s
Novo Mercado Listing Rules and the
Company’s Bylaws.
Yes, as defined in
BM&FBOVESPA’s
Novo Mercado Listing
Rules and the
Company’s Bylaws.
Yes, as defined in
BM&FBOVESPA’s
Novo Mercado Listing
Rules and the
Company’s Bylaws.
Yes, as defined in
BM&FBOVESPA’s
Novo Mercado Listing
Rules and the
Company’s Bylaws.
12.5 (a) Name
12.5 (b) Date of birth
12.5 (c) Profession
12.5 (d) Taxpayers’ ID
(CPF) or passport
number
12.5 (e) Position held
12.5 (f) Date scheduled
for election
12.5 (g) Date
scheduled for
investiture
12.5 (k) Independent
member/ criteria used
by the Company for
independence
No.
None.
12.5 (a) Name
12.5 (l) Number of
consecutive terms of
office
12.5 (m) Information
about:
(i) main professional
experiences in the last
five years, indicating:
 Name and core
business of the
Company;
 Position;
LEANDRO MELNICK
HERMES GAZZOLA
JOHN HARRIS
NICOLAU FERREIRA
CHACUR
RODRIGO GERALDI
ARRUY
0
0
0
1
0
From 2004 to 2009, he
served as Corporate
Executive Officer of
Unibanco and from
2009 to 2011, he held
the
position
of
Corporate
Executive
Officer of Banco Itaú
BBA S.A. In 2012, he
was Chief Financial
Officer of EBX Holding
and member of the
Board of Directors of
OGX, MMX, LLX,
MPX, CCX and OSX.
In December 2009, he
joined Nova Milano
Investimentos Ltda.,
investment
fund
manager focused on
single family office
(“Nova Milano”), with
the goal of organizing
the
wealth
management of said
company, with a more
active management of
its
investments.
Currently, he is an
Officer
of
Nova
Milano
and
participates in the
Investment Committee
of the several funds
managed
and
investees.
1.
President and founder of
PURAS DO BRASIL SOCIEDADE
ANÔNIMA, operating in the food and
facilities segment from 1980 to 2011;
2.
President and founder of
PURAS
FO
INVESTIMENTOS
LTDA., family office which manages
the businesses of the Gazzola family
from Sep/11 – Present;
3.
Chairman of the Board of
Directors of Parus Administração e
Name: Melnick Even Serviços
Sociedade
Anônima,
Desenvolvimento
operating in the food and facilities
Imobiliário S/A
segment from Jun/15 – Present
Core
business: 4.
Member of the Board of
Development
and Directors of Grupo Trigo (Spoletto,
construction
Domino´s, Koni), operating in the food
Position: CEO
and franchise segment from May/2014
– Present
5.
Member of the Board of
Directors of UNIRITTER – Laureate
International Universities, international
education company from Mar/14 Present
6.
Chairman of the Board of
Directors of Sodexo do Brasil
Comercial
Ltda.–
international
company operating in the food and
facilities segment from Sep/11 to
Ruane, Cunniff &
Goldfarb,
Inc.,
a
company that manages
investments.
Shareholder of Ruane,
Cunniff & Goldfarb
and partner of The
Wishbone Funds.
Independent member
of the Board of
Directors
of
Vanguarda Agro S.A.
since October 2011.
12.5 (a) Name
LEANDRO MELNICK
HERMES GAZZOLA
JOHN HARRIS
NICOLAU FERREIRA
CHACUR
RODRIGO GERALDI
ARRUY
Sep/12
 Whether the
Company is part of (i)
the issuer’s economic
group; (ii) is controlled
by a shareholder of the
issuer who is directly
or indirectly the owner
of 5% or more of the
securities of the same
class or type of the
issuer
12.5 (m) Information
about:
(ii) indication of all
management positions
held
in
other
companies
or
organizations of the
third sector
12.5 n) Description of
Yes
No
Yes
No
Yes
None
None
1. Vice President of Network of the
NGO Parceiros Voluntários;
Member
of
the
Maintaining
2. President of Banco de Refeições None.
company of Israelita Coletivas of FIERGS;
Brasileiro
3. Ambassador of Endeavor Brasil in
Rio Grande do Sul.
None.
None.
None.
None.
None.
12.5 (a) Name
any of the following
events that happened
during the last five
years (i) any felony
conviction; (ii) any
conviction in
administrative
proceedings by the
CVM and the penalties
applied; (iii) any final
and unappealable
decisions, either in
legal or administrative
proceedings, which
would prevent him
from performing any
professional or
business activities
12.6 Percentage of
participation in the
meetings held by the
respective body in the
same period after being
invested in the position
in the last fiscal year
12.7 Information
whether he is a
member of any audit,
risk, finance or
compensation
committee, even if said
committees or
LEANDRO MELNICK
HERMES GAZZOLA
JOHN HARRIS
NICOLAU FERREIRA
CHACUR
RODRIGO GERALDI
ARRUY
N/A
N/A
N/A
100%
100%
N/A
N/A
N/A
Member of the
Company’s Succession
Committee.
N/A
12.5 (a) Name
LEANDRO MELNICK
structures are not
statutory
12.8 Percentage of
participation in the
meetings of the
committee of which he
N/A
or she is part held after
being invested in the
position in the last
fiscal year
12.9 Information on
the existence of
marital, common law
or family relationship
up to second degree
between the candidates
and (a) other
candidates; (b)
members of
Management of the
None.
Company’s direct or
indirect subsidiaries;
(c) direct or indirect
controlling
shareholders of the
Company; (d)
members of
Management of the
Company’s direct or
indirect subsidiaries
12.10 Subordination
(a) Yes, Melnick
relationships, rendering Even Participações
HERMES GAZZOLA
JOHN HARRIS
NICOLAU FERREIRA
CHACUR
RODRIGO GERALDI
ARRUY
N/A
N/A
100%
N/A
None.
None.
None.
None.
None.
None.
None.
None.
12.5 (a) Name
LEANDRO MELNICK
of services or control
held, in the last three
fiscal years, between
the candidate and: (a)
direct or indirect
subsidiaries of the
Company; (b) direct or
indirect controlling
shareholder of the
Company; (c) if
relevant, supplier,
client, debtor or
creditor of the
Company, its
subsidiaries or
controlling
shareholders or
subsidiaries of any of
these individuals
and Melnick Even
Desenvolvimento
Imobiliário, position
of CEO.
HERMES GAZZOLA
JOHN HARRIS
São Paulo, November 3, 2015.
DANY MUSZKAT
Chief Financial and Investor Relations Officer
NICOLAU FERREIRA
CHACUR
RODRIGO GERALDI
ARRUY