free translation

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 June 28, 2013, and is being distributed for informational purposes only.
PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÕES
Publicly-Held Corporation
Corporate Taxpayer ID (CNPJ): No. 02.950.811/0001-89
Company Registry (NIRE): 33.300.285.199
CVM Code: 20478
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON JUNE 28th, 2013
1.
DATE, TIME AND PLACE: Held on June 28, 2013, at 15:00 pm, at the Company’s
headquarter in the City of Rio de Janeiro, State of Rio de Janeiro, located at Rua da Quitanda,
No. 86, 4th floor (parte), Center, Zip Code 20.091-005.
2.
PRESIDING BOARD: The meeting was chaired by Mr. Gilberto Sayão da Silva and
secretariat by Mr. Carlos Augusto Leone Piani.
3.
CALL NOTICE: The call notice was sent to the members of the Board of Directors on June
21, 2013, in accordance with article 14 of the Company’s Bylaws.
4.
ATTENDANCE: 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 were present at the meeting.
5.
AGENDA: The members of the Board of Directors met to resolve on the following
agenda (A) Composition of the Company’s Executive Board, (b) Approval of transactions with
related parties, (c) Approval of the issuance of a bank credit certificate (CCB) in favor of Caixa
Economica Federal, pursuant to Article 15, item “j”, of the Company's Bylaws.
6.
RESOLUTIONS: The members of the Board of Officers discussed the matters, and resolved
the following:
6.1
To elect by unanimous vote and without any reservations or restrictions, for the role of
Vice President of Operations, Mr. Antonio Fernando Guedes, Brazilian, married, civil engineer,
bearer of Identity Card RG No. 10924633 SSP/SP, enrolled with the CPF/MF under No.
053021408-37; for the position of Personnel and Management Officer, Ms. Luciana Domagala,
Brazilian, divorced, business administrator, bearer of identity Card RG No. 705990839 -7
SSP/RS, enrolled with the CPF/MF under No. 737804720-15; for the role of Shared Services
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 June 28, 2013, and is being distributed for informational purposes only.
Officer, Mr. Valdir Barbosa Gomes Sobrinho, Brazilian, married, systems analyst, bearer of
identity RG No. 980612-85 SSP/CE, enrolled with the CPF/MF under No. 357500903-10; and
to the role of Legal Officer, Ms. Natalia Maria Fernandes Pires, Brazilian, married, lawyer,
bearer of identity card RG No. 12295601-1 SSP/SP, enrolled with the CPF/MF under No.
157684288-60. The term of office of the members hereby elected will expire on the same date of
the mandates of the remaining officers, which is August 29, 2014.
6.2
Messrs. Antonio Fernando Guedes, Valdir Gomes Barbosa Sobrinho and Misses.
Luciana Domagala and Natalia Maria Fernandes Pires were immediately invested in its
respective roles and executed: (i) the clearance certificates, accordingly to the applicable law; (ii)
the Managers’ Statement of Commitment, in accordance with the model provided in Exhibit A to
BM&FBOVESPA’s Novo Mercado Listing Rules; and (iii) the Instruments of Investiture draft
in the Company’s corporate books.
6.3
Due to the resolution above, the Company’s Executive Board shall have the following
composition: Carlos Augusto Leone Piani as Chief Executive Officer; Marco Racy Kheirallah as
Executive Vice President and Chief Financial Officer; Antonio Fernando Guedes as Executive
Vice President of Operations; Guido Prestes Lemos as Investor Relations Officer; Luciana
Domagala as Personnel and Management Officer; Valdir Gomes Sobrinho Barbosa as Director
of Shared Services, and Natalia Maria Fernandes Pires as Legal Officer.
6.4
After reviewing and confirming that the proposals presented by the related parties were in
conditions equivalent to those presented by unrelated third parties to approve, by unanimous
vote and without any reservations or restrictions, with the abstention of the legally prevented
members pursuant to Article 15, item “o”, of the Company’s Bylaws, transactions with
companies deemed as related parties, which operate in the segments of insurance and coatings
for construction. All proposals considered by the Company’s Board of Directors were filed at the
Company's headquarters.
6.5 Approve, by unanimous vote and without any reservations or restrictions pursuant to
Article 15, item “j”, of the Company's bylaws, the issuance of a bank credit certificate (CCB) in
the amount of R$ 600,000,000.00 (six hundred million Brazilian reais), in favor of the Caixa
Econômica Federal, a financial institution in the form of a government-owned company, registered
in the CNPJ/MF under No. 00.360.305/0001-04, in connection with a loan hired by the
Company.
7.
ADJOURNMENTE AND DRAFTING OF THE MINUTES: There being no
further business to discuss, the Chairman offered the floor to anyone who intended to speak, as
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 June 28, 2013, and is being distributed for informational purposes only.
no one did, the meeting was adjourned and the present minute was drafted, read, approved and
signed by everyone. Presiding Board: (aa) Gilberto Sayão da Silva – Chairman; (aa) Carlos
Augusto Leone Piani – Secretary. Members of the Board present at the Meeting: (aa)
Gilberto Sayão da Silva; Alessandro Monteiro Morgado Horta; Carlos Augusto Leone Paini;
Mateus Affonso Bandeira; Bruno Augusto Sacchi Zaremba; João da Rocha Lima Junior and
Pedro Luiz Cerize.
Certify that the present corresponds to the original document drawn up in the proper book.
Rio de Janeiro, June 28, 2013.
_____________________________
Mr. Carlos Augusto Leone Piani
Secretary