Minutes of the Board of Directors´ Meeting BR PROPERTIES S.A

Minutes of the Board of Directors´ Meeting
BR PROPERTIES S.A
CNPJ 06.977.751/0001-49
NIRE 35300316592
(Public Company)
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON JANUARY 29, 2010
1. DATE, TIME AND PLACE: On January 29, 2010, at 2 p.m., at the Company’s head office located at Rua Funchal n° 418, 15° andar, conj. 1502, in the city of São Paulo, state of São Paulo.
2.MEMBERS IN ATTENDANCE: All members of the Board of Directors of the Company were present, and the directors participated in the meeting by a conference call, as permitted by section 11, paragraph 3 of the
Company’s Bylaws. Pursuant to section 11, paragraph 1 of the Company’s Bylaws, as all directors were present and under the statement in item 4.7 below, the meeting is considered regular.
3. PRESIDING AND RECORDING: Chairman: Marcio Tabatchnik Trigueiro; Secretary: Pedro Marcio Daltro dos Santos.
4. RESOLUTIONS: The directors unanimously and without exceptions have resolved the following:
4.1 – Approve, according to the terms of the Company’s Bylaws, the capital reduction of the Company’s indirect subsidiary BRPR VI Empreendimentos e Participações Ltda, CNPJ/MF No. 07.657.375/0001-78 (“BRPR
VI”).
4.2 – Authorize, observing the requirements of article 1084 of the Civil Code, the credit and debit offsetting between BRPR VI and its partner and also direct subsidiary of the Company, BRPR I Empreendimentos e
Participações Ltda., CNPJ/MF No. 08.720.656/0001-90 (“BRPR I”), with a consequent settlement of the debt assumed by BRPR VI under the Debt Assumption Agreement entered into between BRPR VI and BRPR I on
October 20, 2009.
4.3 – In view of the expropriation process filed by the Minas Gerais State Government against the subsidiary BRPR X Empreendimentos e Participações Ltda., CNPJ/MF No. 01.443.000/0001-30 (“BRPR X”), with
purposes of acquiring the title to the property Edifício Twin Towers, located at Av. Raja Gabaglia, nº 1.753, in the city of Belo Horizonte, state of Minas Gerais, which is owned by BRPR X, the Company resolved to approve
the repurchase by BRPR X of the certificates of real estate receivables, series 2009-133, issued on December 15, 2009 by Brazilian Securities Companhia de Securitização (“Brazilian Securities”) (“CRIs”) and
subscribed by Banco ABN AMRO Real S.A. on
December 22, 2009 according to Subscription Warrant No. BS-124, attached hereto as Annex I, which is kept on file at the Company’s head office. The CRIs are secured by real estate receivables from lease contracts of
the property Edifício Twin Towers, whose related real estate credit bills have been assigned to Brazilian Securities for issue of CRIs.
4.3.1 – Determine that the Executive Board of the Company shall take all the necessary acts to receive the full compensation for expropriation made available by the Minas Gerais State Government.
4.4 – Ratify the acquisition on December 30, 2009 by subsidiary BRPR XVI of the commercial properties located in the city of Louveira, state of São Paulo, registered under Nos. 68.722 and 68.723 with the 1st Register of
Deeds Office of Jundiaí and transferred to the Judicial District of Vinhedo, for R$202,350,000.00, as per authorization in item 4.2 of the Minutes of the Board of Directors’ Meeting held on December 18, 2009.
4.4.1 – Immediately thereafter, rectify and ratify the authorizations stated in item 4.2.2 of the Minutes of the Board of Directors’ Meeting related to the participation of BRPR XVI in the receivables securitization operation
entered into with Brazilian Securities Companhia de Securitização (“Brazilian Securities”), as follows: (i) execution of the Receivables Assignment Agreement and Other Covenants on December 30, 2009, pursuant to
the terms of the agreement presented in Annex II to these minutes, which are kept on file at the Company’s head office and (ii) due to the non-execution of the Pledged Property Sale Agreement, ratify the execution by
BRPR XVI and Brazilian Securities on January 13, 2010 of the mortgage agreement as security for the payment of the real estate receivables assigned, pursuant to the term of Annex III to these minutes, which are kept on
file at the Company’s head office, thus cancelling the authorization set forth in item 4.2.2, “(ii)” of the Minutes of the Board of Directors’ Meeting.
4.5 – Rectify and ratify item 4.3.1, “(i)” of the Minutes of the Board of Directors’ Meeting by changing “BRPR XIII” for “BRPR XXIII”.
4.6 – Ratify all acts performed by the executive boards of the Company and its wholly-owned subsidiary BRPR Participações S/A (CNPJ/MF No. 10.249.644/0001-71) concerning the reelection of the members of the
executive boards of the subsidiaries listed below, all of which for a uniform term of office of 2 years, as follows: (i) on October 5, 2009, BRPR IX Empreendimentos e Participações Ltda (CNPJ/MF No.
33.393.158/0001-28); (ii) on October 18, 2009, BRPR XI Empreendimentos e Participações Ltda (CNPJ/MF No. 09.204.023/0001-92); (iii) on October 16, 2009, BRPR XII Empreendimentos e Participações Ltda
(CNPJ/MF No. 09.318.315/0001-56); (iv) on October 30, 2009, BRPR XIII Empreendimentos e Participações Ltda (CNPJ/MF No. 09.230.719/0001-93); (v) on October 30, 2009, BRPR XIV Empreendimentos e
Participações Ltda (CNPJ/MF No. 09.230.654/0001-86); (vi) on December 7, 2009, BRPR XV Empreendimentos e Participações Ltda (CNPJ/MF No. 09.346.622/0001-40); (vii) on December 7, 2009, BRPR XVI
Empreendimentos e Participações Ltda (CNPJ/MF No. 09.352.411/0001-10) and (ix) on December 7, 2009, BRPR XVII Empreendimentos e Participações Ltda (CNPJ/MF No. 09.354.188/0001-40).
4.7 – The Directors resolved to state that the urgency call and the non-delivery of the meeting agenda have not affected voting at this meeting.
5 – CLOSING: There being no further business on the agenda to come before the meeting, the meeting was closed and these minutes were drafted, which after having being read and approved were signed by all those
present. Presiding and Recording: Marcio Tabatchnik Trigueiro, Chairman; Pedro Marcio Daltro dos Santos, Secretary. Directors represented by the secretary: Jorge de Pablo Cajal, Marcio Tabatchnik Trigueiro,
Thiago Emanuel Rodrigues, Rodolpho Amboss, José Flavio Ferreira Ramos, Antonio Carlos Augusto Ribeiro Bonchristiano and Fersen Lamas Lambranho.
I certify that this is a true counterpart of the original drawn up in proper book.
São Paulo, January 29, 2010.
_________________________________________________
Pedro Marcio Daltro dos Santos
Secretary of the meeting
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