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 Auditors held on March 07th, 2014, and is being distributed for informational
purposes only.
PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÕES
Publicy-Held Corporation
CNPJ/MF nº 02.950.811/0001-89
NIRE 33.300.285.199 | CVM Code 20478
MINUTES OF THE BOARD OF AUDITORS MEETING
HELD ON FEBRUARY 11TH, 2014
DATE,TIME AND PLACE: Held on February 11th, 2014, at 08:00 a.m., at the head
offices of the Company, in the city of São Paulo, State of São Paulo, at Rua da Quitanda,
n.º 86, 4º andar (parte), Centro, CEP 20.091-005.
1.
PRESIDING BOARD: The meeting was chaired by Mr. Saulo de Tarso Alves de Lara
and the secretariat by Mrs. Natalia Maria Fernandes Pires.
2.
CALL NOTICE: The call notice was sent to the members of the Board of Directors
on March 9th , 2014, in accordance with article 14 of the Company’s Bylaws.
3.
ATTENDANCE: Messrs.(i) Mr. Vitor Hugo dos Santos Pinto, (ii) Mr. Saulo de Tarso
Alves de Lara, (iii) Mr. Sergio Passos Ribeiro, (iv) Mr. Guilherme de Morais Vicente, and
(v) Mr. Roberto Leuzinger, in the quality of deputy from Mr. Rafael Rodrigues do
Espírito Santo. Also attended to the meeting, the Company’s Director, Mr. Marco
Kheirallah.
4.
AGENDA: The members of the Board of Directors met to resolve on the following
agenda: (i) approve the resignation of the effective member of the Board of Auditors, Mr.
Rafael Rodrigues do Espírito Santo; (ii) analyze the financial statement regarding the fiscal
year ended on December 31th, 2013; and (iii) analyze the proposal for the allocation of the
Company’s financial results regarding the fiscal year ended on December 31th, 2013.
5.
RESOLUTION: The members of the Board of Auditors of the Company voted
and unanimously decided the following, without any restrictions or reservations:
6.
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402461v13
FREE TRANSLATION
This is a free translation of the minute of the meeting of PDG Realty S.A. Empreendimentos e
Participações’ Board of Auditors held on March 07th, 2014, and is being distributed for informational
purposes only.
6.1. To take knowledge and accept the resignation of Mr. Rafael Rodrigues do
Espirito Santo, Brazilian citizen, single, manager, resident and domiciled in the city of
Rio de Janeiro, State of Rio de Janeiro, with office at Av. Ataulfo de Paiva n° 153, 5° e 6°
andares, parte, Leblon, CEP 22440-032, bearer of the Brazilian identity card RG No.
11.705.314-0, issued by IFP/RJ, and with the CPF/MF under No. 088.701.197-77, for
the office of effective member of the Board of Auditors of the Company, for which he
was elected by the Annual General Meeting held on April 29th, 2013, according to the
resignation letter presented by the Board of Directors of the Company.
6.2. The members of the Board of Auditors state that Mr. Roberto Leuzinger,
Brazilian citizen, married, engineer, resident and domiciled in the city of Sao Paulo, with
office at Avenida Brigadeiro Faria Lima nº 2.277, Edifício Plaza Iguatemi Business
Center, salas n° 1401 e 1402, CEP 01452-000, bearer of the Brazilian identity card RG
No. 8.016.335-5, issued by IFP/RJ, and with the CPF/MF under No. 008.375.037-10,
elected by the Annual General Meeting of the Company held on April 29th, 2013 for the
role of deputy to Mr. Rafael Rodrigues do Espírito Santo, shall perform, interim, the
duties of an effective member of the Board of Auditors, until a new effective member
of the Board of Auditors is elected by the General Shareholders’ meeting of the
Company.
6.3. The members of the Board of Auditors state that, until the election of the
effective member to replace Mr. Rafael Rodrigues do Espírito Santo, the Board of
Auditors will be composed by the following members: (i) Vitor Hugo dos Santos Pinto,
in the quality of effective member; ii) Saulo de Tarso Alves de Lara, in the quality of
effective member; (iii) Sergio Passos Ribeiro, in the quality of actual member; (iv)
Guilherme de Morais Vicente, in the quality of effective member; (v) Roberto Leuzinger,
in the quality of interim deputy; (vi) Alexandre Pereira do Nascimento, in the quality of
deputy to Mr. Vitor Hugo dos Santos Pinto; (vii) Antonio Alberto Gouvea Vieira Filho,
in the quality of deputy to Mr. Saulo de Tarso Alves de Lara; (viii) José Guilherme Cruz
Souza, in the quality of deputy to Mr. Sergio Passos Ribeiro; e (ix) Pedro Miotto Leles, in
the quality of deputy to Mr. Guilherme de Morais Vicente.
6.4. Opine, after the presentation of the financial statement and management
report for the fiscal year ended on December 31st, 2013, in favor of the approval of the
management report, of the Managers accounts and the financial statements of the
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402461v13
FREE TRANSLATION
This is a free translation of the minute of the meeting of PDG Realty S.A. Empreendimentos e
Participações’ Board of Auditors held on March 07th, 2014, and is being distributed for informational
purposes only.
Company for the fiscal year ended on December 31st, 2013, which shall be submitted to
the approval of the Annual General Meeting of the Company.
6.5. Finally, to issue a favorable opinion on the allocation for the Company’s
financial results, which will be submitted for the approval of the Annual General Meeting
of the Company in connection with the fiscal year ended on December 31st, 2013, as
indicated in the financial statements now presented, which are filed in the head offices of
the Company.
6.6.
To state that Mr. Guilherme de Morais Vicente will be the representative of
the Board of Auditors on the Annual General Meeting of the Company to answer the
requests of clarifications by the shareholders, in accordance with Article 164, of Law
No. 10,406, of January 10th, 2002.
OPINION: The members of the Board of Auditors approved unanimously and
without any restrictions or reservation the following opinion to be submitted for the
approval of the Annual General Meeting of the Company: “The Board of Auditors of
PDG Realty S.A. Empreendimentos e Participações, in the use of its legal attributions,
on a meeting held on February 11th, 2014, analyzed (i) the management report and the
financial statements for the fiscal year ended on December 31st, 2013, including the
balance sheet, the financial statements, the statement on the mutations of the Company’s
net worth, the statement of cash-flow, the value added statement and the explanatory
notes and (ii) the proposal for the allocation of the Company’s financial result. Based on
the exams made by the board and the clarifications provided by the Managers, the Board
of Auditors concludes that the management report and the financial statements
mentioned above, in all of its relevant aspects, are properly presented and the allocation
of the financial results is coherent with the applicable principles and, in this way, the
Board of Auditors recommends to send the documents mentioned above for the
approval of the Annual General Shareholders’ Meeting”.
7.
CLOSING: There being no further matters to be discussed, the minutes was
adjourned and these minutes were prepared, which after being read and found in
accordance by all those present, were signed by all.
8.
CERTIFICATE
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402461v13
FREE TRANSLATION
This is a free translation of the minute of the meeting of PDG Realty S.A. Empreendimentos e
Participações’ Board of Auditors held on March 07th, 2014, and is being distributed for informational
purposes only.
Certify that the present corresponds to the original minutes drawn up in the proper
book.
Natalia Maria Fernandes Pires
Secretary
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