BR PROPERTIES SA Publicly Traded Company
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BR PROPERTIES S.A. Publicly Traded Company (Authorized Capital) CNPJ n° 06.977.751/0001-49 NIRE 35.300.316.592 MINUTES OF THE GENERAL SHAREHOLDERS MEETING HELD ON 2ND CALL, ON MARCH 29TH, 2012 1. Date, Time and Place: On March 29th, 2012, at 11:00 a.m., on the headquarters of BR Properties S.A. (“Company”), located in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 12.495, Centro Empresarial Berrini, Tower A, - Torre Nações Unidas, 18th floor, office 181. 2. Call Notice: 2nd Call Notice published on the Official Gazette of the State of São Paulo on March 21st, 22nd and 23rd, 2012, on pages 114, 58 and 117, respectively, and on the “Valor Econômico”, on March, 21st, 22nd and 23rd, of 2012, on pages C5, D4 and B10, respectively. 3. Attendance: Attendance of shareholders representing the legal quorum, as required by Law No. 6,404/76, as verified by the signatures recorded on the Shareholders´ Attendance Book. Attending as well Ms. Márcia Aparecida de Lucca Calmon, the representative of Apsis Consultoria e Avaliações Ltda. 4. Board - President and Secretary: President: Claudio Bruni; Secretary: José Eduardo Carneiro Queiroz. 5. Agenda: (i) verify, discuss and approve the Protocol and Justification of Merger of One Properties S.A. by BR Properties S.A. (“Protocol and Justification”), executed by the company´s management on March 2nd, 2012, as well as the acts and measures provided therein; (ii) ratify the appointment of Apsis Consultoria e Avaliações Ltda. for the preparation of the appraisal report of the net worth of One Properties S.A., which shall be transferred to the Company according to Articles 8th and 227 of Law No. 6,404/76 (“Appraisal Report”); (iii) approve the Appraisal Report; (iv) approve the merger of One Properties S.A. by the Company (“Merger”) and the consequent increase of the Company´s corporate capital, by means of the issuance of common shares to be subscribed and paid in by the managers of One Properties S.A. on behalf of its shareholders; (v) restate the Company´s By-Laws, including in order to reflect the increase of the corporate capital and the issuance of shares arising from the approval of the Merger and in order to adjust the Company’s By-Laws in accordance with the minimum statutory provisions foreseen on the new Listing Rule of New Market (Regulamento de Listagem do Novo Mercado), published by SP - 7496744v3 BM&FBovespa S.A. – Bolsa de Valores, Mercadorias e Futuros, as approved by the Exchange Commission (Comissão de Valores Mobiliários – CVM), and in force since May 10th, 2011, that is, Article 1st, sole paragraph (Chapter I – Corporate Name, Headquarters, Corporate Purpose and Term), Article 5th, caput and 3rd paragraph (Chapter II – Corporate Capital), Article 7th, caput and 3rd paragraph, sub item “d” (Chapter III – General Shareholders Meeting), Article 10, caput and 1st, 2nd, 3rd, 4th, 5th and 6th paragraphs, Article 11 , 2nd and 3rd paragraphs, Article 12 , caput and 1st paragraph, sub items “vii”, “xi”, “xix”, and “xx”, Article 14, 3rd and 4th paragraphs (Chapter IV – Management), Article 18, 2nd and 3rd paragraphs, Article 19, caput and sole paragraph (Chapter V – Fiscal Year and Profit Allocation), Article 21, 1st paragraph, Article 22, 2nd paragraph, Article 23, caput and sub item “b”, Article 24, caput and 4th paragraph, Article 25, Article 26, Article 27, sole paragraph, Article 28, caput and paragraphs, Article 29, caput and paragraphs, Article 30, caput and sole paragraph, Article 31, Article 32, caput and sole paragraph, Article 33, 1st paragraph, Article 34 (Chapter VII – Control Assignment, Cancellation of the Publicly Traded Company and Withdrawal from New Market), Article 35, caput and paragraphs (Chapter VIII – Conflict of Interest), Article 36 (Chapter IX – Arbitration), as well as the inclusion and exclusion of other related articles and correct numeration of the By-Laws’ articles; (vi) consolidate the Company´s By-Laws; (vii) approve the execution, by the Company’s managers, of all the necessary acts to implement and formalize the Merger; and (viii) acknowledge the resignation presented by the current members of the Board of Directors and appoint new members to the Company´s Board of Directors (including the designation of the respective substitutes) with a term of office to last until the ordinary general shareholders meeting of the Company which approves the accounts of the 2013 fiscal year. 6. Resolutions: The attending shareholders discussed and, with the abstention of the legally disabled and the abstention of the conflicting votes in each case, the resolutions set forth were taken: 6.1. Register that the minutes of this Shareholder Meeting shall be drawn up in summary form and published without the signature of the shareholders, as allowed by the 1st and 3rd paragraphs of Article 130 of Law No. 6,404/76. 6.2. Approve, by majority of votes, after being examined and discussed, the Protocol and Justification executed on March 2nd, 2012, which, once certified by the Board hereof, shall be filled at the Company´s headquarters. 6.3. Ratify, unanimously, the engagement of Apsis Consultoria e Avaliações Ltda., with head office on the City of Rio de Janeiro, State of Rio de Janeiro, at Rua da Assembleia, 35, 12th floor, enrolled with the National Registry of Legal Entities of the Ministry of Finance under number 08.681.365/0001-3 and with the Regional Accounting Council of Rio de Janeiro under number 005112/0-9 (“Appraiser”) to proceed with the evaluation of the net worth of One Properties S.A., SP - 7496744v3 corporation with head office at Avenida Chedid Jafet, 222, 4th floor, Block D, Zip Code 04551-065, in the City of São Paulo, State of São Paulo, enrolled with the National Registry of Legal Entities of the Ministry of Finance under number 07.875.234/0001-21 (“One Properties”), provided that such net worth shall be merged into the Company for the purposes of Articles 226 and 227 and as determined by Article 8th of Law No. 6,404/76, and prepare the respective Appraisal Report. 6.4. Approve, unanimously, after being examined and discussed, the Appraisal Report, which, once certified by the Chair hereof, shall be filled at the Company´s headquarters, provided that the Appraiser’s representative, who has attended the meeting, clarified all necessary information regarding the Appraisal Report. 6.5. Approve, by majority of votes, the merger of One Properties by the Company, as provided for on the Protocol and Justification, by its respective accounting asset value, audited in June 30th, 2011 (“Base-Date”), with the adjustments provided for on the Appraisal Report, in a manner that the Company became the owner of all assets, rights and obligations related to or mentioned in the Appraisal Report, and that was part of One Properties’ net worth. 6.6. Approve, by majority of votes, the increase of the Company´s corporate capital as a result of the Merger, in the amount of R$ 68,011,767.27 (sixty eight millions, eleven thousand, seven hundred and sixty seven Reais and twenty seven cents), by means of the issuance of 129,813,498 (one hundred and twenty nine million, eight hundred and thirteen thousand, four hundred and ninety eight) book entry common shares with no par value, as well as the allocation of R$ 1,649,094,302.58 (one billion, six hundred and forty nine million, ninety four thousand, three hundred and two Reais and fifty eight cents) to the Company’s capital reserve, which have resulted on the merger of One Property’s net worth being concluded for the total amount of R$ 1,717,106,069.85 (one billion, seven hundred and seventeen million, one hundred and six thousand and sixty nine Reais and eighty five cents), as evidenced in the Appraisal Report. As a result of the provision above, the corporate capital was increased from R$ 2,261,996,226.05 (two billion, two hundred and sixty one million, nine hundred and ninety six thousand, two hundred and twenty six Reais and five cents), represented by 180,003,919 (one hundred and eighty million, three thousand, and nine hundred and nineteen) book entry common shares with no par value, to R$ 2,330,007,993.32 (two billion, three hundred and thirty million, seven thousand, nine hundred and ninety three Reais and thirty two cents), represented by 309,817,417 (three hundred and nine million, eight hundred and seventeen thousand, four hundred and seventeen) book entry common shares with no par value. 6.7. The new common shares issued as provided for on item 6.6 above are, herein (i) fully subscribed by the managers of One Properties, on behalf of their respective shareholders, who become shareholders of the Company, according with Article 227, 2nd paragraph of Law No. 6,404/76, (ii) paid in by means of the absorption of One Properties’ net worth by the Company; SP - 7496744v3 and (iii) delivered, in their totality, to One Properties’ shareholders in the proportion of 0.4579587164 Company’s common shares to each One Property’s common share owned by the referred shareholder, in accordance with the exchange relation established on the Protocol and Justification and in accordance with the Subscription List executed on the present date by the managers of One Properties, which is attached herein as Schedule I and, after certified by the Board hereof, shall be filled at the Company´s headquarters. 6.8. Register that: 6.8.1 the common shares issued on the present date shall have the same rights ascribed to the already existing shares of the Company on the present date and shall have fully participation in all benefits, including dividends and capital remunerations to be declared by the Company.