Notice to Shareholders – Reverse Stock Split
Reverse Stock Split
São Paulo, November 19, 2014 – ROSSI RESIDENCIAL S.A., a publicly held company headquartered at Avenida Major Sylvio Magalhães Padilha, n.º 5.200, 3rd and 4th floors, Edifício Miami, Bloco C, Bairro Jardim Morumbi, Conjunto 31, CEP 05693-000, in the city and state of São Paulo, whose articles of incorporation are filed with the São Paulo Board of Trade under Company Registry (NIRE) no. 35.300.108.078, inscribed in the corporate taxpayers register (CNPJ/MF) under no. 61.065.751/0001-80, (“Company”), in compliance with paragraph 4, article 157 of Federal Law 6,404 of December 15, 1976, as amended (“Brazilian Corporation Law”), and Instruction 358 issued by the Securities and Exchange Commission of Brazil (CVM) on January 3, 2002, as amended (“ICVM 358/02”), hereby announces to its shareholders and the market the following:
The extraordinary shareholders meeting of the Company held, on second call, on November 19, 2014 approved the reverse split of all four hundred twenty-eight million, eight hundred thirty-three thousand, four hundred twenty (428,833,420) registered, book-entry common shares with no par value issued by the Company and traded on BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange (“BM&FBOVESPA”) under the stock ticker “RSID3”, in the ratio of five (5) shares to form (1) new share, without any change in the capital stock, pursuant to article 12 of Brazilian Corporation Law.
The certificates of deposit of the Company‘s common shares, issued by The Bank of New York Mellon, in connection with the American Depositary Receipts program sponsored by the Company, Level I, traded on the over-the-counter market administered by the Financial Industry Regulatory Authority (FINRA) of the United States of America under the ticker “RSRZY” (“ADR”) will be reverse split in the same proportion. The procedures for the reverse split of the ADRs will be carried out by The Bank of New York Mellon itself.
The reverse split will be carried out and consummated by the management of the Company so as not to change the proportional interest held by shareholders in the capital stock and will not affect the rights and advantages, whether political or equity-related, of the shares issued by the Company.
In this regard, the controlling shareholder of the Company, Mr. João Rossi Cuppoloni, will donate, directly or indirectly, the fractions of shares that may be necessary for each shareholder of the Company to receive the necessary fraction to ensure their ownership of the next higher whole number of shares after the application of the reverse split exchange ratio approved.
The capital stock of the Company remains at two billion, six hundred thirty-five million, six hundred thirty-nine thousand, five hundred seventy-five reais (R$ 2,635,639,575.00), but is now divided into eighty-five million, seven hundred sixty-six thousand, six hundred eighty-four (85,766,684) registered, book-entry common shares with no par value, issued by the Company.
Given that November 20 is a holiday in the city of São Paulo and there will be no trading session on the BM&FBOVESPA, the shares of the Company will be traded exclusively reflecting the reverse split as of November 21, 2014, inclusive.
Investor Relations:
Phone: +55 (11) 4058-2502
ri@rossiresidencial.com.br