FREE TRANSLATION PDG REALTY S.A. EMPREENDIMENTOS E

FREE TRANSLATION
This is a free translation of the minute of the meeting of PDG Realty S.A. Empreendimentos e Participações’
Board of Directors held on August 18th, 2014, and is being distributed for informational purposes only.
PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÕES
Publicly Held Company
CNPJ/MF 02.950.811/0001-89
NIRE 33.300.285.199 | CVM Code 20478
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON AUGUST 18TH, 2014
1.
DATE, TIME AND LOCATION: Held on August 2nd, 2014, at 10:00 a.m., at the
Company’s headquarters, in the City of Rio de Janeiro, State of Rio de Janeiro, located at
Rua da Quitanda, No. 86, 4th floor (part), Center, Zip Code 20.091-005 (“Company”).
2.
CALL NOTICE: The call notice was sent to the members of the Board of Directors
on August 15th, 2014, been waived the minimum advance notice set forth in the Company’s
Bylaws in view of the attendance of the totality of the members of the Board of Directors,
in accordance with article 14 of the Company’s Bylaws.
3.
ATTENDANCE: Attended the meeting Mrs. Gilberto Sayão da Silva, Alessandro
Monteiro Morgado Horta, Carlos Augusto Leone Piani, Mateus Affonso Bandeira, Bruno
Augusto Sacchi Zaremba, João da Rocha Lima Junior and Pedro Luiz Cerize, representing
the totality of the members of the Board of Directors.
4.
PRESIDING BOARD: The meeting was chaired by Mr. Carlos Augusto Leone Piani
and secretariat by Mrs. Natalia Maria Fernandes Pires.
5.
AGENDA: The members of the Board Directors gathered to analyze, discuss and
opine on the following agenda:
5.1
the creation of a fiduciary lien (alienação fiduciária) over the totality of the quotas held by
the Company, representative of the capital stock of Gold Delos Empreendimentos
Imobiliários SPE Ltda., a limited liability company, with its headquarter at Av. Paulista, 1.374,
13th floor, room Gold Delos – SPE Ltda., Bela Vista, Postal Code 01310-100 in the City of São
Paulo, State of São Paulo, enrolled with the CNPJ/MF under No. 09.572.101/0001-01, in
favor of PDG Companhia Securitizadora, a corporation with its headquarter in the City of Rio
de Janeiro, State of Rio de Janeiro, at Rua da Quitanda, No. 86, 4th floor, room 401 (part),
Center, enrolled with the CNPJ/MF under the No. 09.538.973/0001-53 ("PDG
Securitizadora"), to be instituted by means of the Private Instrument of Fiduciary Assignemtn
of Quotas as Security and Others Covenants to be executed under the issuance of the
certificates of real state receivables of 2nd and 3rd Series of the 2nd issuance and 24th series of the
1st issuance of PDG Securitizadora (“Fiduciary Assignment of Quotas Agreement”);
709277v1
FREE TRANSLATION
This is a free translation of the minute of the meeting of PDG Realty S.A. Empreendimentos e Participações’
Board of Directors held on August 18th, 2014, and is being distributed for informational purposes only.
5.2
the creation of a fiduciary lien (alienação fiduciária) over the totality of the quotas held by
the Company, representative of the capital stock of Goldfarb 8 Empreendimento Imobiliário
Ltda., a limited liability company, with its headquarters at Av. Paulista, 1.374, 13 floor, room
Goldfarb 8 – SPE Ltda., Bela Vista, Zip Code 01310-100 in the City of São Paulo, State of São
Paulo, enrolled with the CNPJ/MF under No. 11.134.275/0001-34, in favor of PDG
Securitizadora to be instituted by means of the Fiduciary Assignment of Quotas Agreement;
5.3
the creation of a fiduciary lien (alienação fiduciária) over the totality of the quotas held
by the Company, representative of the capital stock of Goldfarb 20 Empreendimento
Imobiliário Ltda., sociedade empresária limitada, with its headquarters at Av. Paulista, 1.374, 13
floor, room Goldfarb 20 – SPE Ltda., Bela Vista, Zip Code 01310-100 in the City of São
Paulo, State of São Paulo, enrolled with the CNPJ/MF under No. 11.405.506/0001-05, in
favor of da PDG Securitizadora to be instituted by means of the Fiduciary Assignment of
Quotas Agreement; and
5.4
the creation of a fiduciary lien (alienação fiduciária) over the totality of the quotas held by
the Company, representative of the capital stock of Goldfarb 20 Empreendimento Imobiliário
Ltda., sociedade empresária limitada, with its headquarters at Av. Paulista, 1.374, 13 floor, room
Goldfarb 20 – SPE Ltda., Bela Vista, Zip Code 01310-100 in the City of São Paulo, State of
São Paulo, enrolled with the CNPJ/MF under No. 11.405.521/0001-45, in favor of da PDG
Securitizadora to be instituted by means of the Fiduciary Assignment of Quotas Agreement;
6.
RESOLUTIONS: After examining and discussing the agenda, the members of the
Board of Directors of the Company decided to approve the agenda pursuant to sections
5.1 to 5.4 above.
7.
CLOSING AND DRAFTING OF MINUTES: There being no further business to
discuss, the Chairman offered the floor to anyone who intended to speak, as no one did,
the meeting was adjourned and the present minute was drafted, read, approved and signed
by everyone. Presiding Board: (aa) Carlos Augusto Leone Piani – Chairman; (aa) Natalia
Maria Fernandes Pires – Secretary. Attending Members of the Board of Directors: (aa)
Mrs. Gilberto Sayão da Silva, Alessandro Monteiro Morgado Horta, Carlos Augusto Leone
Piani, Mateus Affonso Bandeira, Bruno Augusto Sacchi Zaremba, João da Rocha Lima
Junior and Pedro Luiz Cerize.
The present corresponds to the original document drawn up in the proper book.
709277v1
FREE TRANSLATION
This is a free translation of the minute of the meeting of PDG Realty S.A. Empreendimentos e Participações’
Board of Directors held on August 18th, 2014, and is being distributed for informational purposes only.
Rio de Janeiro, August 18th, 2014
Natalia Maria Fernandes Pires
Secretary
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