LAVVI EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Corporate Taxpayer ID (CNPJ): 26.462.693/0001-28
Company Registry (NIRE): 35.300.554.531
CALL NOTICE FOR THE
ANNUAL AND EXTRAORDINARY SHAREHOLDERS Meeting
The Shareholders of Lavvi Empreendimentos Imobiliários S.A. (“Company“) are hereby invited to the Annual and Extraordinary Shareholders Meeting (“Meeting“) to be held on April 27, 2021 at 11 a.m., exclusively digitally, in which Shareholders may participate through Absentee Ballot or the electronic platform (“Digital Platform“), based on CVM Instruction 481 of December 17, 2009, as amended (“CVM Instruction 481“) to resolve on the following matters on the agenda:
At the Annual Shareholders Meeting (“ASM”):
(i) Approval of the financial statements of the Company, the respective notes and the independent auditor’s report for the fiscal year ended December 31, 2020;
(ii) Approval of the management report and management accounts for the fiscal year ended December 31, 2020;
(iii) Approval of the proposal for the allocation of net income and distribution of dividends related to the fiscal year ended December 31, 2020;
(iv) Approval of the proposal for fixing the overall annual compensation of the management of the Company for the fiscal year to end on December 31, 2021;
At the Extraordinary Shareholders Meeting (“ESM”):
(v)Approval of the management proposal for amendment and restatement of the Bylaws with: (a) the exclusion of item (iv) of article 19 of the Bylaws; (b) amendment of item (viii) of article 19 of the Bylaws; and (c) inclusion in article 26 of the Bylaws, which specifically addresses representation of the Company to furnish any collateral, such as sureties or guarantees, in which case the Company must necessarily and exclusively be represented by: (i) the Chief Executive Officer jointly with the Chief Financial Officer; or (ii) the Chief Executive Officer jointly with another Executive Officer; or (iii) the Chief Executive Officer jointly with an attorney-in-fact with express and specific powers for the same; and
(vi)Approval of the management proposal for the amendment and restatement of the Bylaws to include in article 19, as a matter under the authority of the Board of Directors, the deliberation, ad referendum the Shareholders Meeting, on the declaration of dividends or interest on equity to be paid to shareholders, including interim dividends based on the net income from the current fiscal year, or interim dividends based on retained earnings or existing profit reserves;
1. Documents available to Shareholders: All the documents and information related to the above matters are available to Shareholders at the registered office of the Company and on its website(https://ri.lavvi.com.br), as well as on the websites of the Securities and Exchange Commission of Brazil (“CVM“) (https://www.gov.br/cvm/pt-br)and B3 S.A. – Brasil, Bolsa, Balcão(www.b3.com.br), pursuant to Federal Law 6,404, of December 15, 1976, as amended (“Brazilian Corporations Law“) and CVM Instruction 481.
2. Participation of Shareholders in the Meeting: Shareholders of the Company may participate in the Meeting, by themselves or through their legal representatives or proxy or even absentee ballot, for which the detailed instructions about the documentation required are in item 12.2 of the Reference Form of the Company and Chapter IV of its Bylaws.
Shareholders who choose to participate in the Meeting either in person or through a duly established proxy, through the Digital Platform, must submit the following documents to the Company by April 25, 2021: (i) statement issued by the financial institution holding their book-entry shares, proving the ownership of shares, up to eight (8) days before the date of the Shareholders Meeting; (ii) if the Shareholder is represented by a proxy, a duly constituted proxy instrument, as well as the bylaws or articles of incorporation, minutes of the meeting that elected the Board of Directors (if any) and minutes of the meeting that elected the Board of Executive Officers, if the Shareholder is a legal entity; and/or (iii) in case of Shareholders whose registered shares are held in custody, a statement specifying the respective ownership interest, issued by the competent agency. Note that Shareholders who do not submit the documents required for participation within the period defined herein, as per article 5, paragraph 3, of ICVM 481/09 will not have access to the Digital Platform.
To participate virtually in the Meeting, Shareholders must send an e-mail to the Investor Relations Officer of the Company([email protected]) up to two (2) days before the Meeting (that is, April 25, 2021), to: (i) submit the required documents of representation, as specified above (indicating the name of the natural person who will access the Digital Platform, indicated in this Call Notice, in PDF format); and (ii) receive the access credentials and instructions for their identification while using the Digital Platform.
Access via Digital Platform is restricted to Shareholders of the Company who register within the aforementioned period and in accordance with the procedures above (“Registered Shareholders“). Shareholders who fail to register or send the mandatory documentation for their virtual participation in the Meeting within this period cannot participate in the Meeting digitally.
After the request is received and the identification and representation documents submitted by the Registered Shareholders are verified, the Company will send individual invitations for admission to and participation in the Meeting to the e-mail addresses that send the request for participation and the documents as described above (only one individual invitation will be sent per Shareholder). Only the Registered Shareholders and their representatives or proxies will be admitted through individual invitations (pursuant to the Brazilian Corporations Law). The access credentials received by Registered Shareholders or their proxies and representatives will be personal and non-transferable. If a Registered Shareholder does not receive the individual invitation to participate in the Meeting up to twenty-four (24) hours prior to the start time of the Meeting, that is, by 11 a.m. on April 26, 2021, they should contact the Investor Relations department of the Company by telephone [4210-1377 | Ext.: 7051], or in any event, by 6 p.m. on April 26, 2021 so that the respective instructions to access the Digital Platform can be sent again (or provided by phone).
To avoid operational problems, the Company recommends that the Registered Shareholders access the Digital Platform, to be provided by the Company, thirty (30) minutes before the start of the Meeting. The Company will also provide a telephone number, which Registered Shareholders with operational problems can contact for technical assistance.
In compliance with article 21-C, paragraph 1, II, of CVM Instruction 481, the Company will record the Meeting; however, it cannot be recorded or transmitted, in whole or in part, by the Registered Shareholders who access the Digital Platform to participate and, as applicable, vote at the Meeting.
The Company will not be responsible for operational or connection problems that the Registered Shareholders may face, or any other situations that are not under its control (e.g. unstable Internet connection or incompatibility of the Digital Platform with the Shareholder’s equipment) that could hinder or prevent the Registered Shareholder’s participation in the Meeting. Registered Shareholders who participate in the Meeting via the Digital Platform, per the instructions above, will be deemed present at the Meeting and signatories to the respective minutes and attendance book, pursuant to 21-V, III, of CVM Instruction 481.
Given the continued requirements for the adoption of preventive measures related to the COVID-19 pandemic and in line with official guidelines, besides holding the Meeting digitally and providing the Digital Platform for virtual participation by Shareholders, the Company has decided to adopt the following measures, on an exceptional basis, to facilitate the participation of its Shareholders in the Meeting. As such, exceptionally for this Meeting, the Company will:
(i) waive the formalities for certification of signature, notarization, consularization and apostille of the documents listed in the call notice for participating in the Meeting via the Digital Platform; and
(ii) allow the submission of proxies signed electronically through the digital certificate issued by certifying authorities associated with ICP-Brasil, if proxies are granted powers to participate in the Meeting, pursuant to article 126, paragraph 1 of the Brazilian Corporations Law.
Pursuant to CVM Instruction 481, the Company will adopt the absentee ballot system, enabling Shareholders to submit their absentee ballots through their respective custody agents, stock transfer agents of the Company or directly to the Company, per instructions in item 12.2 of the Reference Form of the Company and the absentee ballot to be provided by the Company.
São Paulo, March 23, 2021.
Chairman of the Board of Directors of the Company