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Call Notices for the Annual and Extraordinary Shareholders’ Meetings


Call Notices for the Annual and Extraordinary Shareholders’ Meetings

São Paulo, April 11th, 2012 - EZTEC S.A. (BM&FBOVESPA: EZTC3; Bloomberg EZTC3:BZ) hereby invites the shareholders of EZTEC Empreendimentos e Participações S.A. (?EZTEC? or ?Company?) to the Extraordinary Shareholders’ Meeting to be held on April 27, 2012, at 9:00 a.m., at the Company’s headquarters located at Av. República do Líbano, 1921, Ibirapuera, in the city and state of São Paulo, to discuss the following agenda:

(i) Capitalization of a part of the Company’s Expansion Reserve, amounting to R$ 325,930,359.00, with no fresh issue of shares;
(ii) Amendment of the head paragraph of Article 5 of the Company’s Bylaws to reflect the capital increase mentioned in item (i) above;
(iii) Amendment of item XXVIII of Article 17 of the Bylaws to increase the minimum amount of successive transactions within a period of one (1) year between the Company and related parties, subject to the Board of Directors’ approval, from five hundred thousand reais (R$500,000.00) to one million reais (R$1,000,000.00);
(iv) Amendment of the head paragraph of Article 18 of the Bylaws to increase the maximum number of Executive Board members and change the names of said positions;
(v) Amendment of Article 21 of the Bylaws to alter the responsibilities of Executive Board members;
(vi) Amendment of the head paragraph of Article 30 of the Company’s Bylaws to alter the form of representation of the Company;
(vii) Amendment of the head paragraph of Article 56 to replace the General Market Price Index (IGP-M) with the National Construction Cost Index (INCC-DI) of the Getúlio Vargas foundation as the benchmark for restating the amounts envisaged in the Bylaws;
(viii) Updating and renumbering of the Company’s Bylaws to adapt them to Law 12,431/11 and the new Novo Mercado Listing segment rules; and
(ix) Restatement of the Company’s Bylaws.

The Company also invites its shareholders to the Annual Shareholders’ Meeting to be held on April 27, 2012, at 10:00 a.m., at the Company’s headquarters located at Av. República do Líbano, 1921, Ibirapuera, in the city and state of São Paulo, to discuss and resolve on the following agenda:

(i) To acknowledge the management’s accounts and examine, discuss and vote on the financial statements related to fiscal year ended December 31, 2011, accompanied by the Annual Management Report and the Independent Auditor’s Report, published in the Official Gazette of the State of São Paulo and the newspaper Valor Econômico, on March 14, 2012 and approved at the Board of Directors’ meeting held on March 9, 2012;
(ii) To resolve on the allocation of the Company’s net income from the fiscal year ended December 31, 2011 and the distribution of dividends; and
(iii) To establish the overall annual compensation of the Company‘s Management for the current fiscal year.

The Management’s Proposals for the Extraordinary and Annual Shareholders’ Meetings are available on the websites of the Securities and Exchange Commission of Brazil (CVM) (www.cvm.gov.br), BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange (www.bmfbovespa.com.br) and the Company (www.eztec.com/ir).

To access the Call Notice for the Annual Shareholders‘ Meeting, click here (Portuguese only).

To access the Call Notice for the Extraordinary Shareholders‘ Meeting, click here (Portuguese only).


Contact IR

Telephone: +55 11 5056 8313
E-mail: ri@eztec.com.br