EZ TEC EMPREENDIMENTOS E PARTICIPAÇÕES S.A. Corporate

EZ TEC EMPREENDIMENTOS E PARTICIPAÇÕES S.A.
Corporate Taxpayer’s ID (CNPJ/MF) 08.312.229/0001-73
Company Registry (NIRE): 35.300.334.345
Publicly-Held Company
MINUTES OF THE BOARD OF DIRECTORS' MEETING
HELD ON JANUARY 15, 2013
DATE, TIME AND VENUE: On January 15, 2013 at 10:00 a.m., at the Company’s headquarters located in the City and
State of São Paulo.
CALL NOTICE AND ATTENDANCE: The call notice was waived in view of the attendance of all members of the
Company’s Board of Directors.
PRESIDING: Ernesto Zarzur – Chairman; Antonio Emílio Clemente Fugazza – Secretary.
AGENDA: To resolve on the operation to be executed between the Company and São Carlos Empreendimentos e
Participações S.A., involving the sale of a site owned by Garicema Empreendimentos Imobiliários Ltda., in which the
Company holds a 99.99% interest.
RESOLUTIONS: Following analysis and discussion, the Board of Directors’ members resolved unanimously to approve
the operation to be executed by the Company and São Carlos Empreendimentos e Participações S.A., headquartered
in the City and State of São Paulo at Rua Dr. Eduardo de Souza Aranha, nº 153, 12º andar (parte), inscribed in the
corporate roll of taxpayers (CNPJ/MF) under number 29.780.061/0001-09 (“São Carlos”), in accordance with the
Company’s presentation in this meeting, including: (i) the sale to São Carlos of tower A of the EZTowers commercial
development, owned by Garicema Empreendimentos Imobiliários Ltda., headquartered in the City and State of São
Paulo at Alameda Jauaperi, n° 299, CNPJ/MF no. 08.246.511/0001-08 (“Garicema”), in which the Company holds a
99.99% interest, located in the City and State of São Paulo at Av. Dr. Chucri Zaidan and Rua Enxovia, enrolled in the
11th Real Estate Registry Office of São Paulo – SP under no. 358.206 (“Property”), upon signature of the agreement for
sale and other covenants; (ii) the contracting of a loan by Garicema from Banco Bradesco S.A. to allow for the
construction of a project in the Property, which can be transferred to São Carlos upon signature of the final
documents for the transfer of Tower A and formalization of the sale approved in item (i) above; and (iii) the granting
of a surety by the Company as collateral for Garicema’s obligations with Banco Bradesco S.A. in view of the loan
agreement approved in item (ii) above. The Company’s administrators are hereby authorized to sign all acts and take
all necessary measures to conclude the operation with São Carlos, in accordance with the terms above.
CLARIFICATION: The drawing up of these minutes in a summary format was authorized, in accordance with Article
130, Paragraph 1 of Law 6404/76. CLOSURE, DRAWING UP, APPROVAL AND SIGNATURE OF THE MINUTES: There
being no further business to discuss, these minutes were drawn up, read, approved and signed by all attending
members. Signatures: Presiding: Ernesto Zarzur - Chairman; Antonio Emilio Clemente Fugazza - Secretary. Board
members: Ernesto Zarzur, Samir Zakkhour El Tayar, Nelson de Sampaio Bastos, Mario Guy de Faria Mariz, Massimo
Bauducco and Gustavo Junqueira.
This is a free translation of the minutes drawn up in the Company’s records.
São Paulo, January 15, 2013.
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Antônio Emílio Clemente Fugazza