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)
JUNE 10, 2010.
1. DATE, TIME AND PLACE: On June 10, 2010, at 11:00 a.m., at the Company's headquarters, at Rua Funchal n° 418, 15° andar, conj. 1502, in the City and State of São Paulo.
2. CALL NOTICE AND ATTENDANCE: Waiver of call notice, taking into account the attendance of all members of the Company's Board of Directors, it being understood that the directors participated in the meeting
through conference call, as set forth in Article 11, § 3 of the Company's Bylaws. Pursuant to section 11, paragraph 1, of the Company's Bylaws, as all directors were present, the meeting is considered regular.
3. BOARD: Chairman of the Meeting: Marcio Tabatchnik Trigueiro; Secretary: Vanessa Rizzon.
4. AGENDA: (i) to change the address of the Company’s headquarters; (ii) to update and consolidate the Company’s bylaws; (iii) to approve the Call Notice of the Company’s extraordinary shareholders’ meeting to
discuss about the changes of bylaws; (iv) to re-elect the board of executive officers of the Company’ subsidiaries; and (v) to approve the participation of a Company’ subsidiary in operations of securitization of receivables.
5. RESOLUTIONS: The directors unanimously and unconditionally approved the following resolutions:
5.1. To approve the address change where it is located the Company’s headquarters to Avenida das Nações Unidas, n° 12.495, Centro Empresarial Berrini, Torre A - Torre Nações Unidas, 18° andar, escritório 181,
Brooklin Novo, in the city of São Paulo, State of São Paulo (CEP 04578-000) and to recommend its approval by the Company’ shareholders in shareholders’ meeting to be called for this purpose.
5.2. To approve the update and consolidation of the Company’s Bylaws, ad referendum of the extraordinary shareholders’ meeting, pursuant to the terms of the management proposal, which follows as Exhibit I to the
present Minute, which, initialed by the Board, remains filed at the Company’s headquarters.
5.3. In view of the above resolutions, to approve the call notice for the extraordinary shareholders’ meeting ("ESM") of the Company to, pursuant to article 122, paragraph I, of Law 6.404/76, to discuss on the proposal
mentioned in the item 5.2 of this Minute. The extraordinary shareholders’ meeting will be called by the Chairman of the Board of Directors and shall be held on June 28th, 2010, exceptionally in the address suggested for
the new Company’s headquarters, resolution that will be voted in this ESM.
5.4. To approve the reelection of the current members of the board of executive officers, for the period of 2 years, of the subsidiaries BRPR XXI Empreendimentos e Participações Ltda. (CNPJ No.09.675.431/0001-22),
BRPR XXI Empreendimentos e Participações Ltda. (CNPJ No.10.189.053/0001-56), BRPR XXIII Empreendimentos e Participações Ltda. (CNPJ No.09.676.225/0001-37), BRPR XXIV Empreendimentos Participações
Ltda. (CNPJ No.09.675.436/0001-55) e BRPR XXV Empreendimentos e Participações Ltda. (CNPJ No. 09.676.201/0001-88), authorizing the Company’s board of executive officers to take all measures and sign all and
any documents for the implementation of the referred resolution.
5.5. To approve the participation of the Company and its subsidiaries BRPR XXX Empreendimentos e Participações Ltda. ("BRPR XXX") (CNPJ No. 07.397.440/0001-73) and BRPR XXXI Empreendimentos e
Participações Ltda. ("BRPR XXXI") (CNPJ No. 08.385.653/0001-48) in the transaction of securitization of receivables, pursuant the terms and conditions included in the Exhibit II to this Minute, which, initialed by the
Board, will remain filed in the Company’s headquarters.
a) To authorize the Company to be the guarantor of its subsidiaries BRPR XXX and BRPR XXXI, (BRPR XXX and BRPR XXXI, together "Subsidiaries"), in the contracts to be entered into between the BRPR XXX and
Banco Santander Brasil S/A ("Santander") and between BRPR XXXI and Santander for purposes of guaranteeing all assumed obligations by the referred Subsidiaries in the transactions of securitization of receivables
("Transactions") of the lease agreements in force of the real estates they own, located in the cities of Louveira/SP and Vinhedo/SP, respectively, in special, but not limited to the payment of the credit rights that will serve as
the base for the issuance of the real estate credit notes to be issued by BRPR XXX and BRPR XXXI and other assumed obligations by these in the respective Transactions.
b) Still, in view of the Transactions execution, to authorize (i) the board of executive officers of the Company and of the BRPR Participações S/A ("BRPR Participações"), enrolled with the CNPJ/MF under
No.10.249.644/0001-71 to conditionally dispose the real estates of their respective properties, as well as its accessions and improvements; (ii) to Grant the credit rights of the lease agreements from its respective real
estates; (iii) to constitute fiduciary regime pursuant to the Law 9.514 of November 20th, 1.997, for the certificates of real estate receivables, issued in the Transactions herein approved; subject to the values and other
conditions included in the Exhibit II, which remains filed in the Company’s headquarters.
c) To authorize one of its subsidiaries to enter into, qualified as lessee, the lease agreements of the real estates, object of the receivables, in order to guarantee the full payment of the real estate credits granted by the
Subsidiaries to Santander in the Transactions above referred, being the case of the real estates vacant, up to its referred leasing, or, in the case of the real estate already leased, in its default, termination or non renewal of
the current lease agreements.
5.5.1 In view of the authorizations included in the above items, to authorize the Company’s board of executive officers, as well as its subsidiaries BRPR XXX and BRPR XXXI and of the subsidiary that will enter into the
contract of
Leasing mentioned in the item 5.5, "c" above take all necessary measures and sign all documents related to the implementation of the referred resolutions.
6. CLOSING: There being no further business to transact, the meeting was adjourned for as long as necessary to have these minutes drawn up and then, after being read, approved and found in order, was signed by all
those in attendance. Board: Marcio Tabatchnik Trigueiro, Chairman; Vanessa Rizzon, Secretary. Directors: Rodolpho Amboss, Sheila Periard Henrique Silva, Antonio Carlos Augusto Ribeiro Bonchristiano and Antonio
Carlos Borges Camanho.
I certify that this is a true counterpart of the original drawn up in proper book.
São Paulo, June 10, 2010.
Vanessa Rizzon
Secretary
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