Invest Tur Brasil Desenvolvimento Imobiliário Turístico S.A CNPJ nº / NIRE Publicly traded company

Transcrição

1 Invest Tur Brasil Desenvolvimento Imobiliário Turístico S.A CNPJ nº / NIRE Publicly traded company Minutes of the Extraordinary Shareholders Meeting held on January 14, 2009 Date, Time and Location: January 14, 2009 at 9:00 am in the headquarters of Invest Tur Brasil Desenvolvimento Imobiliário Turístico S.A. ( Company ), located in the City of São Paulo, State of São Paulo, at Rua Ramos Batista, nº 444, 11º andar. Publications: Summons Notice published in Diário Oficial do Estado de São Paulo in the issues of December 30 and 31, 2008 and January 1 st, 2009, and in the newspaper Valor Econômico in the issues of December 30, 2008 and January 2 and 5, Attendance: (i) Shareholders representing the legal quorum, as checked in the Shareholders Attendance Book in General Meetings of the Company; and (ii) The Administration representative, José Romeu Ferraz Neto, CEO. Board: Carlos Manuel Novis de Talavera Guimarães Chairman ; Luiz Octavio Duarte Lopes Secretary. Agenda: 1. Rendering of explanations by the Company s Administration about the negotiations with LAHotels S.A. and all the other business offers involving assets of the Company; and 2. Deliberating on the need to obtain approval of the General Company Meeting in case its executive officers execute, independently of

2 any provision in the By-laws or any resolution passed by the Board of Directors, any transaction and/or strategic association involving assets of the Company. Decisions Made: 1. First, a manifestation related to the present composition of the Company s Board of Directors was presented by shareholder Amber Latam Opportunities, LLC, which was received and which shall be filed at the Company s headquarters. 2. Regarding item 1 of the Agenda, the explanations requested on the negotiations with LAHotels S.A. and all the other business offers involving assets of the Company were provided by the Company s Administration. Afterwards, the word was passed to the Shareholders, so that they could request all additional explanations which perhaps they deemed necessary. Once all surveyed questions were answered, the shareholder Argucia Income FIA presented additional questions in writing, which, once received and answered in the Meeting s course, were filed at the Company s headquarters. Once all surveyed questions were answered, the present Shareholders by majority of votes deemed sufficient the rendered explanations, and registered the abstention of the shareholders CSHG Carteira Administrada Real FIM, CSHG Star FIM, CSHG Verde Equity Máster FIA, Green HG Fund LLC, CSHG Verde Máster FIM, which presented jointly a manifestation which shall be filed in the Company s headquarters, and Amber Latam Opportunities, LLC. Subsequently, the Shareholder Amber Latam Opportunities, LLC presented additional requests, which were not object of discussion at the Meeting, were received by the Company and shall be submitted to appreciation of its executive officers. 3. Regarding item 2 of the summons for the General Meeting, due to material facts released by the Company and the call notice for a Shareholders Meeting to be held next February 9, 2009 the present shareholders by majority, have deemed the subject matter object of item 2 of the Agenda harmed, opting for its removal from the agenda, recording the abstention of the shareholders CSHG Carteira Administrada Real FIM, CSHG Star FIM, CSHG Verde Equity Máster FIA, Green HG Fund LLC, CSHG Verde Máster FIM, which presented a joint manifestation which shall be

3 filed in the Company s headquarters. Minute in the form of Summary: This minute was drawn up in the form of a summary of the occurred facts, and its publication shall occur with the omission of the shareholders signatures, in compliance with the provision in paragraph 8 of article 10 of the Company s Statutes. Closure, Drafting and Reading of the Minute: Once there is nothing else to deal with, the Chairman of the Board passed the floor to whom wanted to make use of it, and since no one asked it, he declared the works closed and the meeting suspended, for the time required to drawn up this minute, which, when the session was reopened, was read, approved and signed by all those who attended the meeting. Place and Date: São Paulo, SP, January 14, Board: Carlos Manuel Novis de Talavera Guimarães Chairman of the Board Luiz Octavio Duarte Lopes Board Secretary Attending Shareholders: Carlos Manuel Novis de Talavera Guimarães Marcio Botana Moraes

4 José Romeu Ferraz Neto Jorge de Pablo Cajal Horacio Lafer Piva Seligman Henderson Global Smaller Companies Fund Dow Employees Pension Plan Macquarie Investment Management Limited as responsible entity for Wellington Management Portfolios (Australia) Global Smaller Companies Equity Portfolio Fidelity Latin America Fund Wellington Trust Company N.A. Ontario Teachers Pension Plan Board The Robert Wood Johnson Foundation Fidelity Advisor Series VIII: Latin America Fund Central State Southeast and Southwest Areas Pension Fund Wellington Management Portfolios (Dublin) P.L.C. Telus Foreign Equity Active Alpha Pool Telus Foreign Equity Active Beta Pool Renaissance Global Small Cap Fund NTGI Quantitative Management Collective Funds Trust Renoir Place Holdings, Inc. Alpine Global Premier Properties Fund p.p. Clóvis Lopes da Silva Purgato Latin America Hotels, LLC

5 GPCP4 Fundo de Investimento em Participações p.p. Rafael Padilha Calabria Fundo de Investimento de Ações Tarpon CFJ FIA Cinco Cinco Tarpon All Equities Fund, LLC Tarpon Institucional FIA Tarpon HG Fund, LLC Tarpon Valor FIA Tarpon CSHG Máster FIA Clube de Investimentos Tarpon p.p. Alexandre Tadao Amoroso Suguita Fama Futurevalue FIA Samambaia VI Fundo de Investimento em Ações p.p. Guilherme Figueiredo Maia Luz Blue Reef Investments, LLC p.p. Rafael Maradei Argucia Income Fundo de Investimento em Ações Vanessa Montes de Moraes p.p. Vanessa Montes de Moraes

6 CSHG Carteira Administrada Real FIM CSHG Star FIM CSHG Verde Equity Máster FIA Green HG Fund LLC CSHG Verde Máster FIM p.p. Lucila Prazeres da Silva Amber Latam Opportunities, LLC p.p. Sergio Ros Brasil Espírito Santo Tourism (Europe), S.A. p.p. Mércia Carmeline Alves Bruno