Material Fact

DUXXI IMOBILIÁRIA S.A. (the new name of Metropolis Empreendimentos Imobiliários S.A., hereinafter referred to as "DUXXI" or "Company") hereby informs the market in general that the Extraordinary Shareholders’ Meeting held on this date resolved on material changes in the Company described below.

Corporate Purpose.DUXXI will operate in the real estate brokerage segment, in the primary and secondary markets, and it may acquire and manage equity interests in companies. Consequently, the Company’s corporate purpose now encompasses the following activities: (i) brokerage in the purchase, sale, swap and lease of properties or rights and obligations related thereto; (ii) real estate advisory services; (iii) real property management; and (iv) interest in the capital of other companies.

Capital Increase.To enable the pursuit of its new corporate purpose, the Company’s capital was increased to R$5,894,321.39, through the private issue of 2,799,952 book-entry, registered, non-par class A preferred shares ("PNA Shares"), 2,799,952 book-entry, registered, non-par class B preferred shares ("PNB Shares"), 2,799,948 book-entry, registered, non-par class C preferred shares ("PNC Shares"), and 2,799,948 book-entry, registered, non-par class D preferred shares ("PND Shares"), fully subscribed and paid up through the conferring of 111,998 shares of OcaBrazil Planejamento Imobiliário Ltda., representing 99.9% of its capital stock. As a result, OcaBrazil Planejamento Imobiliário Ltda. is now controlled by DUXXI, being part of its equity.

Preferred Shares.All classes preferred shares are entitled to vote and are convertible into common shares, automatically and compulsorily, pursuant to the Company’s Bylaws. Additionally, the holders of preferred shares, regardless of the class, are entitled, in addition to the rights provided for by law, to the following privileges and advantages: (i) PNA shares shall have priority in the capital reimbursement in the assumption of the Company‘s liquidation, without premium; (ii) PNB shares shall have priority in the capital reimbursement in the assumption of the Company’s liquidation, with one percent (1%) premium over the net book value of one (1) share issued by the Company; (iii) PNC shares shall have priority in the capital reimbursement in the assumption of the Company’s liquidation, with two percent (2%) premium over the net book value of one (1) share issued by the Company; and (iv) PND shares shall have priority in the capital reimbursement in the assumption of the Company’s liquidation, with three percent (3%) premium over the net book value of one (1) share issued by the Company.

Stock option plan.The Plan for Granting Call Option and/or Subscription of Common Shares of the Company, aiming to promote the Company’s interests and integrate the members of its management, employees and service providers, as well as the members of the management, employees and service providers of the Company’s subsidiaries, into the process of development of DUXXI, enabling them to partake in the value generated by their work and dedication to DUXXI.

Shareholders’ Agreement. The current shareholders of DUXXI signed a shareholders’ agreement to regulate their relationship in the Company, aiming to help the Company enter and consolidate itself in the real estate brokerage segment, establishing their respective rights and obligations as shareholders, disciplining funds to be received by the Company and establishing restrictions to the transfer of shares, among other matters.

New Board of Executive Officers.The Board of Directors approved, at a meeting also held on this date, the new composition of the Board of Executive Officers of the Company, which is currently composed of the following members:

Chief Executive Officer. For the position of Chief Executive Officer of the Company, for a three(3)-year term of office, the shareholder Claudemir Jubert Menegatti was elected. Menegatti has a bachelor’s degree in social communications and began his career in the real estate industry in 1995. In 1996, he joined Abyara as real estate broker, and was promoted to the position of sales manager in 2000. Under his management, from 2000 to 2007, the sales team won several awards, leading Abyara’s sales. In 2007, Menegatti took the position of sales officer, having served on this position until December 2012. In this period, as sales officer, he launched more than 100 real estate projects, most of which were fully sold within six months after launch, leading the company to stand out in the Brazilian Market. In 2012, Menegatti joined Fernandez Mera as managing partner, implementing a new phase in the company, tripling the number of brokers, and increasing the overall sales volume of the Company.

Chief Financial and Investor Relations Officer. For the position of Chief Financial and Investor Relations Officer of the Company, for a three(3)-year term of office, reelection allowed, José Eduardo Lima de Paula Araujo was elected. José Eduardo is a business manager and lawyer, with a law degree from Universidade de São Paulo and an LL.M. and an MBA from George Washington University. He has broad experience in M&A, corporate restructuring and risk management. He worked at Itaú Unibanco from 2001 to 2010, where he acted as business and compliance officer. In December 2010, he joined Coelho da Fonseca as executive vice president, position which he held until January 2012, when he started to act as advisor in the areas of mergers, acquisitions and restructuring.

Sales and Technical Officer. For the position of Sales and Technical Officer of the Company, for a three(3)-year term of office, reelection allowed, the shareholder Cleber Luiz Pulze was elected. Cleber has acted in the real estate brokerage market since 2001, when he joined Abyara as a broker, and was promoted to sales manager in 2004. From 2007 to 2009, he acted as sales and development manager in the state of Maranhão, and from 2010 to July 2013 he served as sales officer in the interior of the state of São Paulo, being responsible for the beginning of operations of Abyara in the city of Campinas, and for operations in 15 cities of the state of São Paulo.

New Business Officer. For the position of New Business Officer, for a three(3)-year term of office, reelection allowed, Daniel Aranovich was elected. Aranovich has a degree in business administration with emphasis in marketing from ESPM/RS and completed a graduate program in corporate finance at FGV/RS. He acted as business manager at Incorpore Planejamento e Construções from 2001 to 2006, and then he joined Cyrela Brasil Realty, where he held the position of new business manager, general manager of the Paraná unit and regional director of the interior of the state of São Paulo. In 2012, he joined Abyara as regional new business officer, being responsible for the partnership of Abyara with several new developers, and left the company in July 2013.

Business Brokerage Agreement.Aiming to ensure the Company’s success in the real estate brokerage sector, the Board of Directors also approved at said Meeting the hiring of Alphaventures Markets Consultoria e Negócios Ltda., a company controlled by the shareholder Roberto Edmundo Sidi, for provision of consulting and advisory services, prospection and intermediation of businesses related to the sale and management of real estate properties.

São Paulo, July 18, 2013.

José Eduardo Lima de Paula Araujo
Investor Relations Officer


Contact IR

E-mail: ri@duxxi.com.br