BR MALLS PARTICIPAÇÕES S.A. CNPJ nº / NIRE nº PUBLIC HOLDING COMPANY BRML3

Transcription

1 BR MALLS PARTICIPAÇÕES S.A. CNPJ nº / NIRE nº PUBLIC HOLDING COMPANY BRML3 Proposal to be submitted for approval on the Extraordinary General Meeting to be on 2017, in accordance with the CVM instructions nº 480/09 and nº 481/09. To the Shareholders: The proposal related to the subject described below given the Order of the Extraordinary General Meeting to be on 2017, at 2 p.m. in the headquarters of the company, as foreseen in the Call Notice published January, 23 rd, 2017, is the following: 1) Board of Directors members election, in accordance with article 141, 3 rd paragraph of the Lei das S.A. ; On January, 11th, 2017, the Company disclosed Material Fact and Notice to Shareholders announcing that given Company s process of improving its Corporate governance levels, the Chief Executive Officer of the Company, Mr. Carlos Medeiros Silva Neto, presented his resignation from the position of member of the Board of Diretors, focusing solely on his role as Chief Executive Officer of the Company. In view of the resignation of one of the members of the Board of Directors, in the absence of a substitute for such position and in light of the current Board of Directors being elected by the multiple voting process, BR Malls management approved, in accordance with the article 141, 3 rd paragraph of the law number 6.404/76 ( Lei das S.A. ), the call for the Extraordinary General Meeting to be on 2017, to elect the new Board of Directors until the Annual meeting in The management presents the following slate appointed by the Shareholders Dynamo Administração de Recursos Ltda., Dynamo Internacional Gestão de Recursos Ltda. and Richard Paul Matheson, for the Board of Directors, seeking to better reflect the current base: Member Claudio Bruni Efective member/substitute member Efective member

2 Pedro Henrique Nogueira Damasceno Mauro Gentile Rodrigues da Cunha Rodolpho Amboss Marcos Barbosa Pinto Richard Paul Matheson Luiz Alberto Quinta Claudia da Rosa Cortes de Lacerda José Afonso Alves Castanheira Efective member Efective member Efective member Efective member Efective member Efective member Substitute member linked to the Board member Richard Paul Matheson. Substitute member not linked to any specific efective member. The Company s management explains that the appointed members comply with the established conditions for the Board Director position mentioned in the article 14 of the Company s bylaws and have neither participation on any partnership or entity that could be considered as a competitor nor competing interests, they are in accordance with the Company s values and principles, they have technical know-how, expertise and flawless reputation, as well as the capacity to work on a diligent and independent manner. The Company s management informs that (i) Mrs. Claudio Bruni, Pedro Henrique Nogueira Damasceno, Mauro Gentile Rodrigues da Cunha, Rodolpho Amboss, Marcos Barbosa Pinto, Richard Paul Matheson and José Afonso Alves Castanheira are characterized as Independent Directors, according to the definition of Independent Director required by the Novo Mercado Listing Regulation and adopted by the Company s bylaw; (ii) all appointed member do not have (a) any criminal conviction; (b) any conviction in CVM s administrative process even the ones of res judicata; or (c) any suspension or disqualification for the exercise of professional or commercial activities by any final and conclusive judicial or administrative decision. In case of a multiple vote adoption in accordance with article 141, caput, of Lei das S.A. s, its suggested from Shareholders to gather their respective votes and distribute them among the candis of the referred slate according to the order of the effective members candi appointed above. For this purpose, the that vote in favor of the company s appointed slate agree and authorize that his votes in addition to the group of other s that express the intention to vote in favor of the company s managing proposal, be distributed among the candis of the referred slate respecting the indication order above, so that once the first candi achieves the sufficient number of votes for his election, the remaining votes will be allocated automatically to the second candi until he reaches the sufficient number of votes for his election, when his

3 remaining votes will be allocated to the third candi and so on until all the positions are filled. The main information about the professional experience of the appointed candis of the slate, according to items 12.5 and set out in Appendix 24 of CVM s instruction nº 480/09, are available in Appendix I of this proposal. The s may at all times exercise their right through the remote voting process, by means of completing the voting ballot available in the Appendix II of the proposal ( Remote Voting Ballot ). The s that choose to exercise their right to vote by means of Remote Voting Ballot should observe the rules and requirements described in the Remote Voting Ballot and item 12.2 of the Company s Reference Form (Rules, policies and practices related to meetings), available at CVM s website ( Chairman of the Board of Directors BR Malls Participações S.A.

4 INFORMATION ON THE CONDIDATES APPOINTED BY COMPANY S MANAGEMENT (ACCORDING TO ITEMS 12.5 TO FROM REFERENCE FORM IN CVM Nº 480/2009) 12.5 BOARD MEMBERS AND MEMBERS OF THE FISCAL COUNCIL Name Cláudio Bruni Civil Engineer Independent Director Yes, in line with the Novo Mercado Listing Regulation; Election the result of the meeting vote to be on Man term General Meeting Birth February, 2nd, Elective position Effective member candi to the Board of Directors. Election the result of the meeting vote to be on Elected by the mans During the last five years hasn t been involved in any of the following events: (i) any criminal conviction; (ii) other any conviction in a CVM administrative proceeding; and partnetships (iii) any suspension or disqualification for the exercise or third sector of professional or commercial activities by any final and conclusive judicial or administrative decision. No other working position except for the ones mentioned below. Bachelor degree in civil engineer by Escola Politécnica from USP in From 1979 to 1989 worked for Multiplan, one of the largest developing Real Estate Company in Brazil. From 1983 to 1985, worked as Executive Director of Renasce, the first brazilian company of shopping malls administration, a joint venture of Multiplan and Bozano brazilian investment bank, Simonsen. In 1985, was appointed Executive Vice-President of Multiplan. From 1986 to 1994, became partner at Visor, a residential developer oriented to the low-income segment. In 1988, founded Deico, an independent Real Estate provider Company, where he was CEO up to december, From 2007 to 2016, he was CEO and member of the Board of Directors of BR Properties. He worked also as Executive Vice-President of ABRASCE ( Brazilian Shopping Malls Assossiation) for 3 years and member of the Comercial and Retail Development Council from Urban Land Institute. BR Properties S/A: CEO, from 12/29/2006 to 03/01/2016; effective member of the Board of Directors in april, He was appointed President of the Board of Directors in march, 1 st, 2016 up to june, 15 th, 2016; Director of many BR Properties S/A subsidiaries from 2007 to Ulbrex Asset : managing partner responsible for compliance since may, type of securities of the issuer.

5 Pedro Henrique Nogueira Damasceno Economics Bachelor s degree Birth January, 1st, During the last five years hasn t been involved in any of the following events: (i) any criminal conviction; (ii) any conviction in a CVM administrative proceeding; and (iii) any suspension or disqualification for the exercise of professional or commercial activities by any final and conclusive judicial or administrative decision. Independent Director Yes, in line with the Novo Mercado Listing Regulation; Elective position Effective member candi to the Board of Directors. Other positions and duties carried out in the Company the result of the meeting vote to be on Election the result of the meeting vote to be on Elected by the Man term General Meeting. mans other partnetships or third sector No other working position except for the ones mentioned below. Bachelor degree in Economics by Universidade Candido Mendes in Joined Dynamo in 1993 and currently is a partner and Managing Diretor at Dynamo Administração, Dynamo Internacional and Dynamo V.C. He is member of the Board of Directors in OceanPact Serviços Marítimos S.A. and member of the Board of Director of Vamoquevamo Empreendimentos e Participações S.A. (Grupo Reserva). He is also alternate member of Technos S.A. s Board of Directors. He was a member of Marcopolo S.A., Bunge Alimentos S.A. and Eternit S.A. Board of Directors, besides substitute member of HBR Realty S.A. s Board of Directors. He worked also as member of UNIPAR s Fiscal Council União de Indústrias Petroquímicas S.A. Dynamo Administração de Recursos Ltda., Dynamo Internacional Gestão de Recursos Ltda. and Dynamo V.C. Administradora de Recursos Ltda.: partner and Managing Director. Vamoquevamo Empreendimentos e Participações S.A.: efective member of the Board of Directors. OceanPact Serviços: efective member of the Board of Directors. type of securities of the issuer. The funds managed by Dynamo Administração and Dynamo Internacional hold jointly more than 5% of the share capital of the Company.

6 Mauro Gentile Rodrigues da Cunha Consultant Independent Director Yes, in line with the Novo Mercado Listing Regulation; May, 11th, Man term General Meeting Birth November, 6th, Elective position Effective member of the Board of Directors. Election April, 29th, consecutive mans 1 st man underway. During the last five years hasn t been involved in any of the following events: (i) any criminal conviction; (ii) any conviction in a CVM administrative proceeding; and (iii) any suspension or disqualification for the exercise of professional or commercial activities by any final and conclusive judicial or administrative decision. Other positions and duties carried out in the Company Beyond effective member of the Board of Directors, Mr. Cunha is also coordinator of the Personnel and Compensation Committee. Elected by the other partnetships or third sector No other working position except for the ones mentioned below. President of Amec - The Association of Capital Markets Investors - since April He was manager at Opus Investimentos Ltda., in Rio de Janeiro, from October 2010 to March In São Paulo, he was the Presidentof IBGC - Brazilian Institute of Corporate Governance - from May 2008 to April 2010 and a board member from May 2003 to April 2008, working as a representative in Brazil and overseas. He was also senior partner and Equities director at Mauá Investimentos Ltda. From July 2007 to September 2010, Equities director at Franklin Templeton Investimentos (Brazil) Ltda. from March 2006 to July 2007 and director of investments at Bradesco Templeton Asset from August 2001 to March Mr. Cunha also worked at Investidor Profissinal, Morgan Stanley Asset, Deutsche Morgan Grenfell, Bank of America and Banco Pactual. Currently, he is a board member at Usiminas, Par Corretora and CESP; and previously a seat on the Board of Directors of Petrobras, BR Distribuidora and Trisul. Mr. Cunha is a CFA member since 1997, MBA from University of Chicago Business School (1998) and holds a Bachelor degree in Economics from Pontíficia Universidade Católica-RJ (1992). He works also as professor at Corporate Governance and consultant. President of AMEC The Association of Capital Markets Investors since april, Opus Investimentos Ltda.: manager from october, 2010 to march, Currently effective member of the Board of Directors of BR Malls, Usiminas, Par Corretora e CESP. type of securities of the issuer.

7 Rodolpho Amboss Business Administrator During the last five years hasn t been involved in any of the following events: (i) any criminal conviction; (ii) any conviction in a CVM administrative proceeding; and (iii) any suspension or disqualification for the exercise of professional or commercial activities by any final and conclusive judicial or administrative decision. Birth May, 10th, Independent Director Yes, in line with the Novo Mercado Listing Regulation. Elective position Effective member candi to the Board of Directors. Other positions and duties carried out in the Company the result of the meeting vote to be on Election the result of the meeting vote to be on Elected by the Man term General Meeting. mans other partnetships or third sector No other working position except for the ones mentioned below. Mr. Amboss holds a degree in civil engineering from Rio de Janeiro Federal University and an MBA from the Booth School of Business of the University of Chicago. Mr. Amboss worked for Gafisa S.A from 1984 to In from 1997 to 2010 he worked for Lehman Brothers as Managing Director and CFO of its Real Estate Private Equity Group ( REPEG ) in New York, participating in several real estate, M&A and capital market transactions. In 2010 he founded, along with other REPEG managers, Silverpeak Real Estate Partners LP, an investment advisor firm for Lehman Brother s real estate funds. He was a member of BR Properties Board of Directors from 2010 up to 2015 and currently holds a seat in Tenda S.A and Gafisa S.A s Board of Director. Silverpeak Real State Partners (USA): partner and management Director. The Company act as an investment advisor and in the management of real estate investment funds and direct investments on the real estate segment. Effective member of the Board of Directors of Tensa S.A. and Gafisa S.A. type of securities of the issuer.

8 Marcos Barbosa Pinto Asset manager Birth July, 23td, During the last five years hasn t been involved in any of the following events: (i) any criminal conviction; (ii) any conviction in a CVM administrative proceeding; and (iii) any suspension or disqualification for the exercise of professional or commercial activities by any final and conclusive judicial or administrative decision. Independent Director Yes, in line with the Novo Mercado Listing Regulation. Elective position Effective member candi to the Board of Directors. Other positions and duties carried out in the Company Does not hold other positions. the result of the meeting vote to be on Election the result of the meeting vote to be on Elected by the Man term General Meeting. mans other partnetships or third sector No other working position except for the ones mentioned below. Mr. Barbosa Pinto has Bachelor s and Doctorate degrees in Law from the University of São Paulo (1999 and 2008 respectively), a Master s degree in Law from Yale University (2001) and a Master s degree in Economics from the Getulio Vargas Foundation (2012) in Rio de Janeiro (FGV-RJ). He has also served as visiting researcher at Columbia University and as professor of corporate law at FGV-RJ. He served as a Lawyer at Morrison & Foerster LLP from 2001 to 2002 and Levy & Salomão Advogados from 2003 to He served as a consultant for the for the Interamerican Development Bank (BID) along with the Brazilian planning, budget and management ministry from September to December He previously served as Chief Advisor to the BNDES Vice President from December 2004 to march 2006 and Advisor to the chairman of BNDES, the Brazilian development bank, from march 2004 to November He served as an Executive Officer of the Securities and Exchange Commission of Brazil (CVM), from 2007 to He is a partner of Gávea Investimentos since He is currently a member of the Board administration of Hering S.A (since 2016) as well as a Fibria S.A, Chilli Beans Group, Unidas S.A and Multiterminais S.A (since 2011). Gávea Investimentos: Partner Companhia Hering: member of the Board of directors since Fibria S.A.: member of the Board of directors since april, Empresas do grupo Chilli Beans: member of the Board of directors since october, Unidas S.A.: member of the Board of directors since march, Multiterminais S.A.: member of the Board of directors since august, type of securities of the issuer.

9 Richard Matheson Paul Economist Birth May, 10 th, body Effective member of the Board of Directors. Independent Advisor, in line with the Novo Mercado Listing Regulation. Elective position Chairman of the Board of Directors. During the last five years hasn t been involved in any of the following events: (i) any criminal conviction; (ii) any conviction in a CVM administrative proceeding; and (iii) any suspension or disqualification for the exercise of professional or commercial activities by any final and conclusive judicial or administrative decision. April, 29 th, Election April, 29th, 2016 Elected by the Man term General Meeting. mans 4 th man underway. other partnetships or third sector Compensation Committee member. Co-Founder and major of ECISA (now BRMALLS), one of the pioneering companies in the shopping mall sector in Brazil, which developed Brasilia s "Conjunto Nacional" in Brazil s 1st shopping mall. Through ECISA, he consolid the shopping mall sector, building and managing several enterprises, including Norte Shopping and Shopping Recife, which are among the ten largest shopping malls in Brazil. As a result of Mr. Matheson s entrepreneurial success, after having built a company with solid reputation and performance, ECISA was purchased as the initial platform for BRMALLS, today the largest shopping mall company in Latin America. Mr. Matheson was one of the founders of the Brazilian Association of Shopping Malls, the main entity representing the sector in the country, which aims at fostering, strengthening and collaborating with the development and growth of the shopping mall sector in Brazil. Mr. Matheson was awarded a bachelor s degree in Economics from Universidade Gama Filho in 1970.Since 2007, he has served as Chairman of the Board of Directors of the Company, contributing with his substantial experience. BR Malls Participações S.A: member of the Board of Directors. ECIPAR: Partner PAMA: Partner KILT: Partner type of securities of the issuer.

10 Luiz Quinta Alberto Engineer Birth September, 9th, body Effective member of the Board of Directors. Elective position Effective member of the Board of Directors. During the last five years hasn t been involved in any of the following events: (i) any criminal conviction; (ii) any conviction in a CVM administrative proceeding; and (iii) any suspension or disqualification for the exercise of professional or commercial activities by any final and conclusive judicial or administrative decision. April, 29th, Election April, 29th, Elected by the Man term General Meeting. mans 2 nd man underway. Other positions and duties carried out in the Company Audit and Risk management committee member. Mr. Quinta joined BRMALLS in 2007 as the company s COO and later became the Chief Development Officer. Mr. Quinta retired from BRMALLS in Prior to BRMALLS, Mr. Quinta worked at Multiplan for 20 years. When he left Multiplan in 2007, he was its COO. He has over 30 years of experience in the shopping mall sector. At BRMALLS, Luiz Quinta led the team that developed the greatest number of shopping malls in Brazil, with the opening of 10 shopping malls and 17 expansions in 7 years. He also set up a good networking with the main retailers in the country. He graduated in Engineering from Universidade Federal de Goiás in 1981 and holds graduate degrees in Administration from IBMEC, Rio de Janeiro, awarded in 2001, and in Business from FGV, Rio de Janeiro, with extension in the University of California, Irvine campus. In 2009, he completed the Executive Development Program - EDP at University of Pennsylvania, Wharton. Since 2012, he has served as a member of BRMalls Board of Directors, contributing with his substantial experience in the malls sector in and in the Company, specifically. BR Malls Participações S.A: Chief Development Officer up to june, 30th, 2015; member of the Board of Directors since april, 24 th, Nalu Comércio de Cosméticos Ltda.: Partner L. Alberto Quinta Engenharia EPP: Partner Genat Comércio de Calçados Ltda.: Partner Quinta Estação Comércio Ltda.: Partner type of securities of the issuer.

11 Claudia da Rosa Cortes de Lacerda Lawyer Birth January, 27th, body Chief Law Officer. Elective position Substitute member candi to the Board of Directors, associated to the effective member Richard Paul Matheson. Depending on the result of the meeting vote to be on February, 22 nd, Election Depending on the result of the meeting vote to be on February, 22 nd, Man term General Meeting. mans Elected by During the last five years hasn t been involved in any of the the following events: (i) any criminal conviction; (ii) any other conviction in a CVM administrative proceeding; and (iii) partnetships any suspension or disqualification for the exercise of or third professional or commercial activities by any final and sector conclusive judicial or administrative decision. No other working position except for the ones mentioned below. Started her career in 1990 at Mesbla Serviços Financeiros as an intern in contracts and corporate matters. Mrs. Lacerda joined Pactual Bank in 1994 as a legal assistant, later becoming a lawyer and in 2001 an associate partner at Pactual in charge of the Legal department. She started at BRMALLS in January 2007 as a legal manager and later as a Legal Director in Currently she holds the position of Chief Law Officer in BRMALLS, in charge of establishing, managing and coordinating the Company s legal strategy. In the last few years she has been working more intensively on the improvement of corporate governance and company risks prevention and monitoring. - BR Malls Participações S.A: Chief Law Officer

12 José Afonso Alves Castanheira Engineer Birth December, 29th, During the last five years hasn t been involved in any of the following events: (i) any criminal conviction; (ii) any conviction in a CVM administrative proceeding; and (iii) any suspension or disqualification for the exercise of professional or commercial activities by any final and conclusive judicial or administrative decision. Independent Director Yes, in line with the Novo Mercado Listing Regulation. Elective position Substitute member candi to the Board of Directors, with no specific association. Other positions and duties carried out in the Company the result of the meeting vote to be on February, 22 nd, Election the result of the meeting vote to be on February, 22 nd, Elected by the Man term General Meeting. mans other partnetships or third sector No other working position except for the ones mentioned below. Mr. Castanheira graduated in engineering from the School of Engineering at the Federal University of Rio de Janeiro (UFRJ), with specialization in business administration from PUC (RJ) and specialization in economics from the UFRJ. Is a Managing-Director of Consemp Consultoria e Empreendimentos Industriais Ltda. - the current Rotapar Investimentos, Administração e Participações Ltda. Independent member of the Board of Directors and member of the Audit Committee of Odontoprev, Chaiman of Technos, and member of the Board of Directors of Companhia Vale do Araguaia. Rotapar Investimentos, Administração e Participações S.A.: partner director Membro do Conselho de Administração da Companhia Vale do Araguaia, Grupo Ecil and OdontoPrev S.A. Mr. Castanheira i salso chairman of the Board of Directors of Technos S.A. type of securities of the issuer.

13 12.6 Participation of the Board of Directors members and the Supervisory board in meetings by the respective body: Managing Commitee Total meetings % of participation in the meetings after the possession Claudio Bruni Pedro Henrique Nogueira Damasceno Mauro Gentile Rodrigues da Cunha Rodolpho Amboss Marcos Barbosa Pinto 9 100% Richard Paul Matheson 9 100% Luiz Alberto Quinta 9 100% Claudia da Rosa Cortes de Lacerda José Afonso Alves Castanheira 12.7 Composition of the statutory commitees and the audit commitees, financial and compensation: Name Mauro Gentile Rodrigues da Cunha Consultant Birth November, 6 th, Elected by the Name Richard Paul Matheson Economist Birth May, 10th, 1939 Elected by the body Personnel and Compensation Committee. June, 10th, Man term Effective member of the Board of Directors man. mans 1 st man underway. Elective position Election Personnel and June, Compensation Committee. 10th, Other positions on the Company Effective member of the Board of Directors. body Personnel and Compensation Committee. June, 10th, 2016 Man term Effective member of the Board of Directors man. mans 4 th man underway. Elective position Election Personnel and June, Compensation 10th, 2016 Committee. Other positions on the Company Chairman of the Board of Directors

14 Luiz Alberto Quinta Engineer Birth September, 9th, Elected by the body Member of the Audit and Risk Committee. June, 10th, Man term Effective member of the Board of Directors man. mans 1 st man underway. Elective position Election Member of the June, Audit and Risk 10th, Committee. Other positions on the Company Effective member of the Board of Directors Participation of commitee members in meetings by the respective body: Compensation commitees Mauro Gentile Rodrigues da Cunha Total meetings % of participation of the member in the meetings after the possession 6 100% Richard Paul Matheson 6 100% Luiz Alberto Quinta 5 100% 12.9 Inform the existence of any marital relationship, stable union or kinship up to the second degree between: A. Administrators of the issuer: There are none. B. (i) Administrators of the issuer and (ii) administrators of companies which are direct or indirect s of the issuer: There are none. C. (i) Administrators of companies which are direct or indirect s of the issuer and (ii) direct or indirect s of the issuer: There are none. D. (i) Administrators of the issuer and (ii) direct or indirect administrators of controlled companies of the issuer: There are none Inform the relationship of subordination, provision of services or control mantained during the last 3 fiscal years among administrators of the issuer: Mr. Luiz Alberto Quinta currently provides advisory services to the Company, contributing with his expertise and knowledge about the business.