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Notice to the Market
São Paulo, March 25, 2014 - Even Construtora e Incorporadora S.A. - EVEN (BM&FBOVESPA: EVEN3), EVEN CONSTRUTORA E INCORPORADORA S.A., a publicly-held company inscribed in the roll of corporate taxpayers (CNPJ/MF) under number 43.470.988/0001-65 ("Company"), hereby informs its shareholders and the market in general that, on this date, BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange ("BM&FBOVESPA") approved the granting of an additional period for the Company to make the necessary changes in order to comply with the rule that forbids the accumulation, in a single person, of the offices of Chairman of the Board of Directors and Chief Executive Officer, set forth in item 4.4 of the Novo Mercado Listing Rules ("Listing Rules").
In view of such approval, Mr. Carlos Eduardo Terepins will be able to continue as Chairman of the Board of Directors and Chief Executive Officer of the Company for an additional period, on a transitional basis, of one (1) year and six (6) months, as of May 15, 2014, i.e. until November 15, 2015.
The above-mentioned period may be extended by BM&FBOVESPA until the Annual Shareholders Meeting to be held in 2016 ("2016 ASM"), with such extension being conditioned to the formalization and disclosure, as well as effective adoption, by the Company, of a Succession Plan, under the management of a statutory Committee led by an independent member of the Board of Directors.
Furthermore, the Board of Directors approved, by majority vote, on this date, the proposal to be submitted to the analysis of the next Extraordinary Shareholders Meeting for (a) the inclusion, in the Companys Bylaws, of a provision forbidding the accumulation, in a single person, of the offices of Chairman of the Board of Directors and Chief Executive Officer, which will come into effect upon the 2016 ASM; and (b) the creation of Statutory Succession Committee, which will remain installed until the offices of Chairman of the Board of Directors and Chief Executive Officer of the Company are no longer held by a single person, having the following duties:
(i) to prepare and disclose a Plan for the Succession of the Chairman of the Board of Directors and/or Chief Executive Officer;
(ii) to monitor the implementation and progress of said Succession Plan; and
(iii) to identify, analyze and propose candidates for the position of Chairman of the Board of Directors and/or Chief Executive Officer, supporting the Board of Directors in the process of selection and nomination of people who, meeting the requirements provided for in the law and the Companys Bylaws, may be nominated as candidates for members of the Board of Directors in the management proposal to be submitted to the Shareholders Meeting.
The Company further informs that, on behalf of transparency and as requested by BM&FBOVESPA, the Section 4 of its Reference Form has been adjusted to reflect the risks related to the Companys dependence due to Mr. Carlos Eduardo Terepins holding the Companys management offices.
CFO and IRO