RODOBENS NEGÓCIOS IMOBILIÁRIOS S

RODOBENS NEGÓCIOS IMOBILIÁRIOS S.A.
Publicly Held Company
Corporate Taxpayer ID. (CNPJ/MF): 67.010.660/0001-24
Company Registry (NIRE): 35.300.335.210
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON DECEMBER 8, 2014
1.
DATE, TIME AND VENUE: On December 8, 2014, at 2:00 p.m. at Rua George Ohm, nº
230, Torre B, 6º andar, CEP 04576-020, in the city and state of São Paulo.
2.
CALL NOTICE AND ATTENDANCE: Call notice was delivered in writing to the directors,
pursuant to Article 16 of the Bylaws of the Company. All the directors of the Company were
present. Also present were the CEO, Marcelo Lopez Borges de Oliveira, and the Chief Financial
and Investor Relations Officer, Flávio Vidigal de Cápua.
3.
PRESIDING BOARD: The meeting was chaired by Waldemar Verdi Júnior, who invited
Milton Jorge de Miranda Hage to be his secretary.
4.
AGENDA: To discuss and vote on the following: (i) approval of the Company’s budget for
fiscal year 2015; (ii) provision of guarantee by the Company in favor of the subsidiaries and
affiliated companies of Rodobens Malls Administração de Shopping Centers S.A., described
below; (iii) the provision of guarantee by the Company in favor of its subsidiaries; and (iv) the
signing by the Company, in its capacity as the guarantor of the loan agreements with financial
institutions within the scope of the Real Estate Financing System.
5.
RESOLUTIONS TAKEN: After the meeting was called to order, the directors approved,
unanimously and without restrictions, the following:
5.1
To approve the Company’s budget for fiscal year 2015, as initialed by the
director/secretary present and filed at the head office of the Company.
5.1.1 To authorize any of the directors, upon a request from the board of executive
officers, to sign letters on behalf of the board of directors confirming the transactions that are
included within the limits of the budgeted expenses of the Company approved by the board, as
1
per item 5.1. above, when such confirmation is requested by any counterparty in such
transactions.
5.1.2 The clarifications requested by the directors on the subject mentioned in item 5.1
above were provided by the executive officers.
5.2
To approve, pursuant to item “r” of Article 20 of the Bylaws of the Company, the
provision of security interest or personal guarantee by the Company in favor of the subsidiaries
and affiliated companies of Rodobens Malls Administração de Shopping Centers S.A., a
publicly held company with head office at Avenida Francisco das Chagas de Oliveira, nº2500,
sala 55F, Higienópolis, CEP 15085-485, in the city of São José do Rio Preto, state of São Paulo,
inscribed in the corporate taxpayers register (CNPJ/MF) under no. 17.173.094/0001-01, a
subsidiary of the Company, as part of the financing to be obtained from financial institutions, in
the total amount of up to twenty million reais (R$20,000,000.00).
5.3
To approve, pursuant to item “r” of article 20 of the Bylaws of the Company, the
provision and contracting of security interest or personal guarantee by the Company in favor of
the following companies: (i) Rodobens Incorporadora Imobiliária 388 - SPE Ltda., a limited
liability company, inscribed in the corporate taxpayers register (CPNJ/MF) under no.
20.364.939/0001-42, with head office at Av. Francisco das Chagas de Oliveira, nº 2.500, sala 9G,
Higienópolis, CEP 15085-485, in the city of São José do Rio Preto, state of São Paulo, for up to
one hundred four million reais (R$ 104,000,000.00); (ii) Rodobens Incorporadora Imobiliária
369 - SPE Ltda., inscribed in the corporate taxpayers register (CNPJ/MF) under no.
15.288.887/0001-32, with head office at Av. Francisco das Chagas de Oliveira, nº 2.500, sala
31F, Higienópolis, CEP 15085-485, in the city of São José do Rio Preto, state of São Paulo, for
up to forty-three million reais (R$ 43,000,000.00); (ii) Rodobens Incorporadora Imobiliária
351 - SPE Ltda., a limited liability company inscribed in the corporate taxpayers register
(CNPJ/MF) under no. 15.618.039/0001-44, with head office at Av. Francisco das Chagas de
Oliveira, nº 2.500, sala 38F, Higienópolis, CEP 15085-485, in the city of São José do Rio Preto,
state of São Paulo, for up to forty-one million reais (R$ 41,000,000.00); and (iv) Rodobens
Incorporadora Imobiliária 349 - SPE Ltda., a limited liability company, inscribed in the
corporate taxpayers register (CPNJ/MF) under no. 15.302.966/0001-50, with head office at Av.
Francisco das Chagas de Oliveira, nº 2.500, sala 36F, Higienópolis, CEP 15085-485, in the city
of São José do Rio Preto, state of São Paulo, for up to sixty-six million reais
(R$ 104,000,000.00), as part of the financing to be obtained by said companies from financial
institutions (“Financing”).
2
5.4
To approve, pursuant to item “s” of article 20 of the Bylaws of the Company, the signing
by the Company, in its capacity as the guarantor, of the financing agreements with the financial
institutions within the scope of the Real Estate Financing System.
5.5
To authorize the managers of the Company to take all measures necessary to carry out the
resolutions approved herein.
6.
CLOSURE: There being no further matters to be addressed and as no one else took the
floor, the meeting was called to a close and these minutes were drawn up, read, approved and
signed by all those present. São Paulo, December 8, 2014. Presiding Board: Waldemar Verdi
Junior – Chairman; Milton Jorge de Miranda Hage – Secretary. Directors: Waldemar de Oliveira
Verdi, Waldemar Verdi Júnior, Milton Jorge de Miranda Hage; Maílson Ferreira da Nóbrega;
Alcides Lopes Tápias; Maurício Levi and Roberto Oliveira de Lima.
This is a free English translation of the original instrument drawn up in the Company’s
records.
São Paulo, December 8, 2014.
__________________________________
Milton Jorge de Miranda Hage
Secretary
3