The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including EZTEC shares, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.
The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to EZTEC shares are carried out through the foreign exchange market.
To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:
– appoint representative in Brazil, with powers to perform actions relating to its investment;
– appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, whic hmust be a financial institution duly authorized by the BACEN and CVM; and – through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.
Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution no 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.
The Company’s shares are listed for trading in the Bovespa under the symbol “EZTC3”. EZTEC has entered into an agreement with the Bovespa to list its shares in the “Novo Mercado” the highest level of the differentiated corporate governance practices.
Each common share entitles its owner to one vote in EZTEC general and special shareholders’ meetings. According to the agreement to be entered into with Bovespa for the listing the Company’s shares in the Novo Mercado, EZTEC cannot issue shares without voting rights or with restricted voting rights. Moreover, as determined in the Company’s by-laws and the Brazilian corporation law, EZTEC shareholders have the right to receive dividends and other distributions made in connection with the Company’s common shares in proportion to their ownership interest in the Company’s share capital.
Holders of EZTEC’s common shares are entitled to be included in a public tender offer in the case that a controlling stake in the Company is sold and the minimum price to be offered for each share is 100.0% of the price paid per share of the controlling stake.
In event of EZTEC dissolution, the Company’s shareholders have the right to receive payments proportional to their ownership interest in EZTEC’s share capital, after the settlement of all the Company’s obligations. Owners of EZTEC’s common shares have the right participate in the Company’s share capital increases, in proportion to their ownership interest in EZTEC’s share capital, but are not obligated to subscribe to new shares in future share capital increases.
According to the Brazilian corporation law, neither EZTEC’s by-laws nor actions taken at a shareholders’ meeting may deprive a shareholder of the following rights:
the right to participate in the distribution of profits;
the right to participate, in proportion to ownership interest in EZTEC’s share capital, in the distribution of any residual assets in the event of the Company’s dissolution;
the right to preemptive rights in relation to the subscription of shares, convertible debentures or subscription bonuses, except in the circumstances described in the Brazilian corporation law;
the right to inspect, in the manner set forth in the Brazilian corporation law, the management of corporate business; and
the right to sell their shares in the circumstances defined by the Brazilian corporation law.
Free float is the number of outstanding shares of a company, that is, all shares issued by the Company, except for shares held by the Controlling Shareholder, or by persons related to him/her, by Company Managers, as well as treasury shares. Since EZTEC it is listed on Bovespa’s New Market (Novo Mercado), it is required to maintain a minimum percentage of 25% of its shares outstanding (free float), representing approximately 37 million shares. Click here (Ownership Breakdown) to access EZTEC’s updated shareholder structure.
All EZTEC’s material facts, earnings results and other notices to the market are published simultaneously at CVM/Bovespa and at the investor relations area of the Company’s website (www.eztec.com.br/ri), and sent later by email to persons registered to receive this information. To receive information by e-mail please register here.
Complete financial statements are published annually on the newspapers “Folha de São Paulo” and “Diário Oficial do Estado de São Paulo”. Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the investor relations area of EZTEC’s website (www.eztec.com.br/ri). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (www.bmfbovespa.com.br) and at the Securities and Exchange Commission of Brazil – CVM (www.cvm.gov.br).
Currently, EZTEC distributes 25% of its annual net income, disclosed within 75 days from the end of the fiscal year. Payment may take place in one or more installments up to the end of the subsequent fiscal year.
Credits related to EZTEC’s dividends may not be received if the records of the shareholder’s current account are not updated at his/her Brokerage Firm or Depositary Bank.
For shares that have been acquired through a Brokerage Firm, the shareholder shall contact said firm and update his bank registration records.
If the shareholder has never used a Brokerage Firm, the shares will be under the custody of Banco Itaú S.A., the Depositary Bank of the shares issued by EZTEC. Therefore, shareholders may be assisted at any branch of Banco Itaú S.A., at the specialized branches mentioned below or via Investfone (+55 11) 3003-9285 and www.investshop.com.br/acionistas.
Addresses and contacts of the specialized agencies:
Contact: Constancia Maria S. de Oliveira
SCS Quadra 3 – D´Angela Building, 30, Block A, Mezzanine
Centro – Brasília/DF
Contact: Jussara Maria Miranda de Souza
João Pinheiro Av., 195, Subsoil
Centro – Belo Horizonte/MG
Contact: Marcia Regina de N Machado
João Negrão St., 65, Mezzanine
Centro – Curitiba/PR
Contact: Sandra Ferreira da Silva
Sete de Setembro St., 746, Ground Floor
Centro – Porto Alegre/RS
Rio de Janeiro
Contact: Mônica Lopes Carvalho Rodrigues
Sete de Setembro St., 99, Subsoil
Centro – Rio de Janeiro/RJ
Contact: Claudia A Germano Vasconcellos
Boa Vista St., 176, 1st Subsoil
Centro – São Paulo/SP
Contact: Watson Carlos Passos Barreto
Estados Unidos Av., 50, 2nd Floor – Sesquicentenário Building
Comércio – Salvador/BA
EZTEC shareholders´ services are held at any Banco Itaú S.A. agency, which headquarters is located at Praça Alfredo Egydio de Souza Aranha, nº 100, Torre Itaúsa, São Paulo , SP. The Itaú Bank shareholders department phone-number and e-mail are (55 11) 5029-7780 and email@example.com, respectively.
Stock repurchase programs refer to the Company‘s repurchase of its own stock, which may be cancelled or maintained in treasury for subsequent sale. The stock repurchase plan is regulated by CVM instruction 10/1980 and may be authorized by a decision of the Company‘s Board of Directors, which must specify the Company‘s objective in carrying out the operation, the number of shares to be acquired, the maximum term to carry out the operation (which may not exceed 365 days) and the quantity of shares in circulation. It must also specify the names and addresses of any financial institutions that will act as brokers or intermediaries during the operation. Publicly held companies may not hold in treasury more than 10% of each class of stock in market circulation. This percentage includes existing shares and shares held in treasury by subsidiaries or affiliated companies. Additionally, the price for shares acquired by repurchase cannot be higher than market value.
Click here to access EZTEC’s Share Repurchase history.
The housing package “My House, My Life” (Minha Casa, Minha Vida), launched by the federal government in 2009, provided incentives to several segments of the housing industry. In the case of EZTEC, it is worth mentioning:  increase of the property value limit from R$350,000 to R$500,000 for eligibility to use the Brazilian Housing System (SFH) and the Employee Severance Indemnity Fund (FGTS);  decrease of the consolidated tax rate (income tax – IR, social contribution on net income – CSLL, social integration program – PIS, and social security financing contribution tax – COFINS) for companies that use “patrimônio de afetação” (detached assets/designated property) from 7% to 6% and;  incentives for purchase of units worth at the most R$130,000. Currently, EZTEC starts selling units from R$90,000.
EZTEC‘s focuses its operation on the São Paulo Metropolitan Area, which is inhabited by almost 20 million people and concentrates five of the 15 highest Brazilian GDPs. Expanding to other states demands decentralizing its operation and increasing administrative expenses, without being compensated by the results obtained in São Paulo, and, at the moment, it is not in the Company‘s plans.
Local culture, concentration of large companies, economic growth, financial volume and professional development always present in the São Paulo Metropolitan Area created a recurring housing demand cycle in the last few years. Therefore, developers with land in locations that meet the expectations of the population and with suitable products have been successful at sales. EZTEC, with over 30 years of experience in the São Paulo market, has introduced trends, which sped up sales and lowered inventory levels.
Created by Law 10,931/04, “patrimônio de afetação” separates the assets of an “affected” project from the rest of the assets of the company, not allowing the developer to mix funds of construction works. This way, in an affected enterprise, the amounts disbursed by the purchaser of the unit are mandatorily linked to the construction itself, separate from the other resources of the developer.
The adoption by the developer of the “afetação” regime is optional. EZTEC, seeking to give its customers greater security in the acquisition of a property, adopts the “afetação” regime in all its enterprises. The Special Taxation Regime (RET) with a consolidated tax rate (PIS, Cofins, IR and CSLL) of 4.0% is another benefit to the Company.
Other than the “patrimônio de afetação“, a common practice among housing developers is to create a company as an SPE, with the social purpose of developing a certain project, which shall cease to exist after its completion or be renovated for another business. It is worth highlighting that simply adopting an SPE may not separate cash of the various projects.