PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
For the month of April, 2020
(Commission File No. 001-33356),
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
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the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)
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the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
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Indicate by check mark whether by furnishing the information contained in this Form,
the Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): N/A
GAFISA S.A.
CNPJ 01.545.826/0001-07
NIRE 35.300.147.952
Publicly-held Company
CALL NOTICE FOR THE EXTRAORDINARY SHAREHOLDERS’ MEETING
Shareholders of GAFISA S.A. (“Company”) are summoned to hold the Extraordinary Shareholders’ Meeting (“ESM”) on April 30, 2020, at 10:00 a.m., at the Company’s headquarters, in the City and State of São Paulo, at Avenida Presidente Juscelino Kubitschek, n.º 1830, cj. 32, Bloco 2, Condomínio Edifício São Luiz, Vila Nova Conceição, CEP 04543-900, to deliberate on the following agenda:
1. Concerning the purchase and sale of UPCON Incorporadora S.A.’s shares (“UPCon”), the following matters shall be resolved in a jointly and binding manner and no resolution included in this item shall be considered severally approved, valid and effective, unless other resolutions are also approved, valid and effective:
a. Analysis and approval of Gafisa’s acquisition of all shares issued by UPCon, and the purchase and sale agreement was signed based on authorization granted by the Board of Directors, converting UPCon into a wholly-owned subsidiary of the Company, pursuant to Article 251 of Law No. 6.404/76;
b. Approval of the Company’s capital increase totaling R$310,000,000.00;
c. Approval to issue two (2) series of convertible debentures to deal with UpCON transaction authorizing the Board of Directors to take the measures necessary for its implementation;
d. Definition of a term, not less than 30 days for shareholders’ exercise of their preemptive right in the subscription of the capital increase, as well as the subscription of convertible debentures, pursuant to Article 171, Paragraph 2 of the Brazilian Corporation Law;
2. Subject to the approval of item 1, approve (i) the change in the Board of Directors, which then will be composed of 7 to 8 members; (ii) the election of a member of the Board of Directors.
3. Approve the proposal for the Company’s Share Buyback Program.
Overall Information:
Documents available to shareholders. All documents and information relating to the matters referred to above are available to shareholders at the Company’s headquarters and on its website (www.gafisa.com.br/ri/), and on the websites of B3 (www.b3.com.br) and the Brazilian Securities and Exchange Commission (www.cvm.gov.br), as provided for by Law No. 6.404 of December 15, 1976, as amended (“Brazilian Corporation Law”), and CVM Instruction No. 481 of December 17, 2009, as amended (“ICVM 481”).
Shareholders’ attendance at the ESM. The shareholders owning shares issued by the Company may attend the ESM called herein, physically by its legal representatives or proxies, or also via remote voting form, under ICVM 481, which authorizes shareholders to send their remote voting forms through their respective custody, bookkeeping agents of the Company’s shares or directly to the Company.
Those shareholders opting for attending the meeting personally or by duly empowered proxy shall attend the ESM bearing the following documents: (a) identity document, proof of ownership for book-entry shares, issued by depositary financial institution within three (3) days before sending the remote voting form or the ESM; and, where applicable, (b) the powers of attorney for shareholder’s representation by proxy, granted pursuant to Article 126 of the Brazilian Corporation Law.
Individual shareholders may be represented by attorney-in-fact empowered less than one (1) year, whether shareholder, Company’s manager, attorney or financial institution and the asset manager shall represent the fund’s members, pursuant to Article 126, Paragraph 1 of the Brazilian Corporation Law.
As broadly disclosed on media vehicles, considering recent updates on COVID-19 (coronavirus) cases in Brazil, the Company strongly suggest shareholder opt for the Remote Voting Form for attendance at the ESM.
Submission of Documents to Attend the ESM. Aiming at speeding up the process and facilitate the works of the ESM, we request the Company’s shareholders to deposit the documents listed in item 2 above at the Company’s headquarters, in the attention of the Investor Relations Department, at least, 48 hours in advance of the hour scheduled for the meeting. Notwithstanding the aforementioned, shareholders attending the ESM bearing these documents may attend and vote, even if they failed to previously deposit these documents.
Besides, further information can be found in the Management Proposal referring to this ESM, available on the Company’s website (www.gafisa.com.br/ri/), and the websites of B3 (www.b3.com.br) and the Brazilian Securities and Exchange Commission (www.cvm.gov.br).
São Paulo, March 30, 2020.
Leo Julian Simpson
Chairman of the Board of Directors
SIGNATURE
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Gafisa S.A. | |
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By: |
/s/ Ian Andrade |
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Name: Ian Andrade
Title: Chief Financial Officer | |