The Company’s common shares are listed for trading in BM&FBOVESPA under the ticker “CYRE3”. On July 29, 2005, Cyrela Brazil Realty entered into an agreement with the BM&FBOVESPA to list its common shares on the Novo Mercado. The Novo Mercado segment was designed for the trading of shares issued by companies voluntarily undertaking to abide by corporate governance practices and disclosure requirements in addition to those already imposed by Brazilian law. The GDSs of the Level I DR program are listed over the counter with the symbol “CYRBY”.
There are no restrictions on ownership of Cyrela Brazil Realty’s capital stock by individuals or legal entities domiciled outside Brazil. However, the right to convert dividend payments and proceeds from the sale of common shares into foreign currency and to remit such amounts outside Brazil is subject to restrictions under foreign investment legislation and foreign exchange regulations which generally requires, among other things, that the relevant investment be registered with the Central Bank of Brazil. These restrictions on the remittance of foreign capital abroad could hinder or prevent the custodian of the common shares represented by ADSs, or holders who have exchanged ADSs for common shares, from converting dividends, distributions or the proceeds from any sale of common shares, as the case may be, into U.S. dollars and remitting such U.S dollars abroad. Delays in, or refusal to grant any required government approval for conversions of Brazilian currency payments and remittances abroad of amounts owed to holders of ADSs could adversely affect holders of ADSs.
Under Resolution # 2,689, foreign investors may invest in almost all financial assets and engage in almost all transactions available to local investors in the Brazilian financial and capital markets, provided that certain requirements are fulfilled. In accordance with Resolution # 2,689, the definition of foreign investors includes individuals, legal entities, mutual funds and other collective investment entities, domiciled or headquartered abroad. Under Resolution # 2,689, a foreign investor must:
– Appoint at least one representative in Brazil, with powers to perform certain duties relating to the investment,
– Complete the appropriate foreign investor registration forms,
– Register as a foreign investor with the CVM, and
– Register its foreign investment with the Central Bank of Brazil.
Holders of Cyrela Brazil Realty Shares in Brazil
Cyrela Brazil Realty common shares are held in registered book-entry form, using the book-entry form services of Banco Bradesco S.A., as custodian. Transfer of the Company shares is carried out by means of an entry in their books, by debiting the share account of the transferor and crediting the share account of the transferee. The São Paulo Stock Exchange operates a central and fungible clearing system through the CBLC. A holder of its shares may choose, at its discretion, to participate in these systems and all shares elected to be put into the systems will be deposited in custody with the relevant stock exchange (through a Brazilian institution that is duly authorized to operate by the Central Bank and maintains a clearing account with the relevant stock exchange).
Shareholders should keep all register information updated in Banco Bradesco (Custodian Bank) in order to have all its rights guaranteed and to do so, is just necessary to visit any Banco Bradesco’s branches with all appropriated documents. Investors whose have its bank records updated, whether or not holder of a checking account in Banco Bradesco or in other banks, will automatically receive the proceeds in the payment date decided by Cyrela Brazil Realty, as well as being notified through a “Aviso de Crédito de Proventos Escriturais” – (Payment Warning), which specifies all the information of the event paid. If the investor has no bank information, all payments will be available at Banco Bradesco since the beginning of the payment date decided by the Company. In order receive such payments, the investor should find a Banco Bradesco Branch in order to withdraw such payment, by furnishing all necessary identification documents together with the “Aviso de Crédito de Proventos Escriturais”, which has been received.
Remark: Service to shareholders is rendered by bank’s branches network
Holders of Cyrela Brazil Realty ADSs in United States
In the United States, the common shares trade in the form of American Depositary Shares, or ADSs, issued by The Bank of New York, as depositary, or the depositary, pursuant to a Depositary Agreement among the parties, the depositary and the registered holders and beneficial owners of ADSs from time to time.
Cyrela Brazil Realty will pay any cash dividends or interest on capital and make any other cash distributions with respect to Cyrela Brazil Realty shares in reais. Accordingly, exchange rate fluctuations will affect the U.S. dollar amounts received by the holders of ADSs on conversion by The Bank of New York, as depositary, of dividends and distributions in reais on the common shares represented by the ADSs. Fluctuations in the exchange rate between the real and the U.S. dollar will also affect the U.S. dollar equivalent of the price of the common shares on the Brazilian stock exchanges. Foreign currencies may only be purchased through a Brazilian bank authorized to operate in these markets.
Custodian Bank: Bank of New York 101 Barclay street New York, NY 10286 Phone: +1 (212) 815-2142
All Cyrela Brazil Realty’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 (http://www.cyrela.com.br), 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 Cyrela Brazil Realty’s website (http://www.cyrela.com.br). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (www.bovespa.com.br) and at the Securities and Exchange Commission of Brazil – CVM (www.cvm.gov.br).
Cyrela Brazil Realty S.A. Empreendimentos e Participações
Avenida Brigadeiro Faria Lima, 3.600 – 12º floor – Itaim Bibi, São Paulo – SP – Brasil
Zip Code: 04543-011
PABX: (55 11) 4502-3000
Fax: (55 11) 4502-3140
Phone: (55 11) 4502-3153
EBITDA represents net income (loss) plus financial expense, net, social contribution and income taxes and depreciation and amortization. EBITDA should not be considered as an alternative to net income (loss), as an indicator of Cyrela Brazil Realty operating performance, or as an alternative to cash flow as an indicator of liquidity. The Company’s management believes that EBITDA provides a useful measure of its performance that is widely used by investors and analysts to evaluate Cyrela Brazil Realty performance and compare it with other companies in same industry. In making such comparisons, however, you should bear in mind that EBITDA is not a recognized measure under U.S. Accounting Principles (US GAAP) or Brazilian Accounting Principles (BR GAAP) and that it may be defined and calculated differently by different companies.