VIVER INCORPORADORA E CONSTRUTORA S.A. CNPJ No

VIVER INCORPORADORA E CONSTRUTORA S.A.
CNPJ No. 67.571.414/0001-41
NIRE 35.300.338.421
(Publicly-held Company)
MINUTES OF THE ANNUAL SHAREHOLDERS’ MEETING
HELD ON APRIL 30, 2012
1.
DATE, TIME AND PLACE: Held on April 30, 2012 at 11 a.m. at the head offices of the
Company, at Rua Olimpíadas, No. 205, 2nd floor, suite 04, Vila Olímpia, CEP 04551-000, City of
São Paulo, State of São Paulo.
2.
CALL NOTICE: Call notice was published in the “State of São Paulo Official Gazette”, in
the editions of April 14, 17 and 18, 2012, in pages 53, 54 and 87, respectively, and in the
newspaper “O Estado de São Paulo”, in the editions of April 14, 16 and 17, 2012, in pages
B16, B7 and B7, respectively.
3.
PRESENCE: (i) Shareholders representing 80,3% of the Company’s total and voting
capital, fulfilling the legal quorum requirement, in accordance with the signatures in the
“Shareholder Attendance Book”; (ii) Mr. Anderson Lopes Bastos, representing the independent
auditors of the Company (Ernst & Young Terco); (iii) Mr. Alvaro Luis Afonso Simões, Executive
Officer of the Company; and (iv) Mr. Edison Carlos Fernandes, member of the Fiscal Council of
the Company.
4.
PRESIDING BOARD: President: Mr. Alvaro Luís Afonso Simões; Secretary: Ms.
Carolina Patti Nakamoto.
5.
AGENDA: (i) to approve the Management report, financial statements and independent
auditor’s report for the fiscal year ended December 31, 2011; (ii) to establish Management’s
total annual compensation for the fiscal year beginning January 1, 2012; (iii) to elect the
members of the Company’s Board of Directors and Fiscal Council; and (iv) to appoint the
Chairman and Vice-Chairman of the Board of Directors.
6.
RESOLUTIONS: Beginning the works, the Secretary informed that the minutes of the
Meeting would be drafted in summary form, containing only the transcription of the resolutions
made, as permitted under article 130, §1, of Law No. 6,404, of December 15, 1976 (“Brazilian
Corporations Law”). The shareholders present, with the abstention of those legally prevented
and of those who manifested their abstention, being received the manifestations of the
shareholders who presented them, assessed the matters of the agenda and have made the
following resolutions:
6.1. By unanimity of votes, fully and with no reservations, approve the management report,
financial statements and independent auditor’s report for the fiscal year ended December 31,
2011, as published in the “State of São Paulo Official Gazette”, in the edition of April 18, 2012,
Supplement “Empresarial 2”, pages 2 to 10, and in the newspaper “O Estado de São Paulo”, in
the edition of April 18, 2012, in pages 1 to 6, and also as made available for examination in
the Company’s headquarters and website, as well as in the websites of the Brazilian Securities
Commission and of BM&FBovespa, and on the Board, during the Meeting;
6.1.1.1. To establish that there was no resolution for the allocation of the net income in
light of the fact that the Company did not ascertain any profit in the exercise ended on December 31,
2011.
6.1.2 By unanimity of votes, fix the limit of the global annual compensation of the Company’s
Management, including the Fiscal Council members, for the fiscal year beginning on January 1,
2012, in up to R$ 15,000,000.00 (fifteen million reais), including all applicable taxes and
charges, as well as the variable compensation (including bonus), but not including any gains
deriving from the stock option plan, all in accordance with the Management proposal, being the
responsibility of the Board of Directors to allocate such amount, in accordance with the
Company’s By-laws;
6.1.3 Having adopted the process for separate vote, the minority shareholders, representing
10% of the shares of the Company elected Mr. Alexandre Eduardo Vasarhelyi, Brazilian,
married, engineer, bearer of Identity Card RG No. 17421. 201 (SSP/SP), enrolled with the
CPF/MF under No. 142691018-57, with offices in the City of São Paulo, at Rua Jacurici, 129,
apartment 161, for the position of member of Board of Directors. Mr. Eduardo Alexandre
Vasarhelyi, shall be considered as an Independent Director, for the purposes of the New
Market Code.
6.1.4. Having adopted the multiple voting system, the President informed the Shareholders
present on the number of votes required for the election of one member of the Board of
Directors. Subsequently, votes were cast, and the following nominees were elected, for the
Board of Directors of the Company, with a unified term of office of one (1) year: (a) Michael
Barry Lenard, North-american, married, lawyer, bearer of passport No. 425876102, issued by
the United States of America, resident and domiciled at 17270 Avenida de La Herradura,
Pacific Palisades, Califórnia, 90272, United States of America; (b) Marco Antonio Ribarolli
Parizotto, Brazilian, married, businessman, bearer of identity card RG No.º 15.620.358-3
(SSP/SP), enrolled with the CPF/MF under No. 076.011.938-45, resident and domiciled in the
City and State of São Paulo, with business address at Rua Gomes de Carvalho, 1069, 2º andar,
conjunto 22, Vila Olímpia, CEP 04547-005; (c) John Anthony Gerson, North-american,
married, businessman, bearer of passport No. 212558030, issued by the United States of
America, resident and domiciled at 12 Independence Court, Madison, New Jersey, 07940,
United States of America; (d) Andrew Hall Cummins, North-american, single, businessman,
bearer of passport No. 056458793, issued by the United States of America, resident and
domiciled at 1000 5th Street, No. 222, Miami, Florida, 33139, United States of America; (e)
Otavio Augusto Gomes de Araujo, Brazilian, married, engineer, bearer of Identity Card RG
No. 10791031-7 (IFP/RJ) enrolled with the CPF/MF under No. 074306757-60, resident and
domiciled in the City and State Sao Paulo, with business address at Rua Joaquim Floriano, 533,
15th floor, Itaim Bibi, CEP 04534-011; (f) as Independent Director, Mr. Alexandre
Schwartsman, Brazilian, married, economist, bearer of identity card RG No. 8.131.133-3
(SSP/SP), enrolled with the CPF/MF under No. 086.371.248-79, with business address in the
Capital of the State Of São Paulo, at Rua Laiana, 606, City Boaçava, CEP 05470-000; (g) as
Independent Director, Mr. Eduardo Luiz Wurzmann, Brazilian, married, economist, bearer
of identity card RG No. 10.266.943 (SSP/SP), enrolled with the CPF/MF under No.
085.702.598-83, com with business address in the Capital of the State Of São Paulo, at Rua
Cordisburgo, nº 197, Jardim Leonor, CEP 05614-090; (h) as an Independent Director, to
the position of effective member, Mr. Rafael Sales Guimarães, Brazilian, married, lawyer,
bearer of Identity Card RG No. 2.359.369 (SSP/PA), enrolled with the CPF/MF under No.
639559702-72, resident and domiciled in the City and State of São Paulo, with business
address at Rua Olimpíadas, 100, 5th floor, Vila Olimpia, CEP 04551-000, as his alternate
member, Mr. Marco Antonio Souza Cauduro, Brazilian, married, economist, bearer of
identity Card RG No. 22638757-4 (SSP/SP), enrolled with the CPF/MF under No. 27264762874, resident and domiciled in the City and State of Sao Paulo, with offices at Rua Pedroso
Alvarenga, 1284, 2nd floor, suite 21, Itaim Bibi and (i) as an Independent Director, Mr.
Ricardo Doria Durazzo, Brazilian, married, engineer, bearer of Identity Card RG No.
13797450-4 (SSP/SP), enrolled with the CPF/MF under No. 084395978-94, resident and
domiciled in the City and State of São Paulo, with address at Rua Báculo, 21.
6.1.4.1. The above elected members of the Board of Directors shall be instated in their
corresponding offices by signing the terms of investiture, drafted in the appropriate book,
and in such occasion they shall make the disengagement statement provided by law, and
the Company obtained from the elected members the information that they are in a
condition to sign the statement referred to in CVM Instruction No. 367, of May 29, 2002;
6.1.4.2. The shareholders elected, by majority of votes, as Chairman of the Board of
Directors, Mr. Michael Barry Lenard, qualified above, and as Vice-Chairman of the
Board of Directors, Mr. Alexandre Eduardo Vasarhelyi, qualified above.
6.1.5. Elect, for the Fiscal Council of the Company, with a term of office during until the
Annual General Meeting that deliberates on the accounts of the fiscal year ending on December
31, 2012, the following effective and alternate members: (a) as effective member, Mr. Márcio
Guedes Pereira Junior, Brazilian, married, businessman, bearer of identity card RG No.
10.152.474, enrolled with CPF/MF under No. 050.958.058-04, resident and domiciledo in the
Capital of the State of São Paulo, with address at Rua Iraúna, nº 560, and, as alternate
member, Mr. Hermes Eduardo Moreira Filho, Brazilian, married, businessman, bearer of
identity card RG No. 10.275.071-8, enrolled with CPF/MF under No. 802.769.897-91, resident
and domiciled in the City of São Paulo, State of São Paulo, at Avenida Comendador Adibo Ares,
nº 128, Morumbi, CEP 05613-000; (b) as effective member, Mr. Edison Carlos Fernandes,
Brazilian, married, lawyer, bearer of identity card RG No. 17.642.539-X, enrolled with CPF/MF
under No. 163.854.428-02, with address at Rua Fábia, nº 800, apto 61-A, and, as alternate
member, Mr. Carlos Frederico Zimmermann Neto, Brazilian, lawyer, divorced, bearer of
identity card RG No. 1.610.099, enrolled with CPF/MF under No. 438.181.539-49, resident and
domiciled in the City of São Paulo, State of São Paulo, with address at Avenida São Luís, nº
112-C, conjunto 402, República, CEP 01046-000; (c) as effective member, Ms. João Paulo
Vargas da Silveira, Brazilian, married, economist, bearer of identity card RG No. 77.545.581
(SSP/PR), enrolled with CPF/MF under No. 808.170.330-68, with address in the Capital of the
State of São Paulo, at Avenida Paulista, nº 2.300, 11º andar, CEP 01310-300, and, as
alternate member, Mr. Alexandre Cabral Montenegro, Brazilian, single, economiary, bearer
of identity card RG No. 30.327.995-3, enrolled with CPF/MF under No. 220.453.248-77,
resident and domiciled in the City of São Paulo, State of São Paulo, with address at Avenida
Paulista, nº 2.300, 11º andar, CEP 01310-300; and by the minority shareholders, (d) as
effective member, Ms. Daniela Maluf Pfeiffer, Brazilian, divorced, businesswoman, with
address in the Capital of the State of Rio de Janeiro, at Avenida Alda Garrido, 261, cj. 302,
Barra da Tijuca, CEP 22621-000, and, as alternate member, Mr. Carlos Eduardo Parente de
Oliveira Alves, Brazilian, production engineer, with address in the Capital of the State of Rio
de Janeiro, at Rua Barão da Torre, 635, ap. 201, CEP 22411-003.
6.1.5.1. The above elected members of the Fiscal Council shall be instated in their
corresponding offices by signing the terms of investiture, drafted in the appropriate
book, and in such occasion they shall make the disengagement statement provided by
law.
7. INFORMATION ON THE MANDATORY PUBLICATIONS: Pursuant to art. 289, §3, of the
Brazilian Corporations Law, the Shareholders are hereby inform that the Company decided to
change the wide circulation newspaper in which the Company makes the mandatory
publications under Brazilian Corporations Law, and as such they will no longer be made in the
newspaper “O Estado de São Paulo” and shall be made in the newspaper “Valor
Econômico”.
8. CLOSURE: The Presiding Board received and authenticated, as the case may be, the voting
statements and manifestations of the shareholders, which will be filed at the Company’s
headquarters. As the agenda was exhausted, the President offered the opportunity for other
considerations and, as no other statements were made, considered the meeting as closed, and
these minutes were drafted in summary form, as permitted under article 130, paragraph 1, of
Brazilian Corporations Law, and further read and agreed with, subsequently signed, being
authorized its publication without the shareholders’ signature, as permitted under paragraph 2
of article 130 of Brazilian Corporations Law, and with such signatures the minutes shall be
registered in the appropriate book. São Paulo, April 30, 2012. Signatures: Alvaro Luís
Afonso Simões – President; Carolina Patti Nakamoto – Secretary; Present shareholders: (i)
Paladin Prime Residential Investors (Brazil), L.L.C., by: Michael Barry Lenard; (ii) Isa
Incorporação e Construção S.A., by: Marco Antônio Ribarolli Parizotto; Funds (iii): Orbe Value
Master FIA; (iv) Orbe Icatu SEG Previdência FIM; (v) Orbe Avatar FIA; (vi) Ópera Valor FIA;
(vii) Tecoma L.L.C.; (viii) Edge Value FIA, by: Flavio José Rissato Adorno; (ix) Tyler Finance
LLC; (x) LS OC LLC.; (xi) Bewitt International LLC; (xii) Constellation Long Short Master
FIA; (xiii) Fundo FCB Master de Investimento em Ações; (xiv) Constellation Master Fundo de
Investimento em Ações; (xv) GC Fundo de Investimento em Ações; (xvi) Barthe Holdings
LLC, by: Rafael Sales Guimarães; (xvii) Polo Norte FIM; (xviii) Polo Fundo de Investimentos
em Ações; (xix) Vinson Fund L.L.C., by: Camila Mesquita; (xx) Ascet I – Fundo de
Investimento em Participações, by: Neil Konno Hirano; (xxi) Arbela FIA, by: José Antonio da
Silva Pereira; (xxii) Vanguard Total Investment Stock Index FD, A Series of Vanguard Star
Funds; (xxiii) American Airlines, Inc. Master Fixed Benefit Pension Trust (xxiv) College
Retirement Equities Fund; (xxv) Emerging Markets Small Capitalization Equity Index NonLendable Fund; (xxvi) Emerging Markets Small Capitalization Equity Index Non-Lendable Fund
B; (xxvii) Florida Retirement System Trust Fund; (xxviii) Fund Latino Americano CIBC;
(xxix) IBM Diversified Global Equity Fund; (xxx) Ishares MSCI Brazil Small Cap Index Fund;
(xxxi) Public Employees Retirement System of Ohio; (xxxii) SSGA MSCI Emerging Markets
Small Cap Index Non-Lending Common Trust; (xxxii) SSGA SPDR ETFS Europe I Public
Limited Company; (xxxiv) State Street Emerging Markets; (xxxv) Teacher Retirement
System of Texas; (xxxvi) The Pension Reserves Investment Management Board; (xxxvii)
Virginia Retirement System; (xxxviii) West Virginia Investment Management Board; (xxxix)
Willet (AIV) Select Investors LP; (xl) CSHG Verde Master FIM; (xli) CSHG Verde Equity
Master FIA; (xlii) Green Fund LLC; (xliii) Green Fund II LLC, by: Camila Mesquita; (xliv)
Alvaro Luís Afonso Simões; (xlv) Otávio Augusto Gomes de Araujo. Member of the Fiscal
Council: Edison Carlos Fernandes; Representing the Independent Auditor: Anderson
Lopes Bastos.
These minutes are of the same content as those drafted in the appropriate book.
Carolina Patti Nakamoto
Secretary