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MINUTES OF THE EXTRAORDINARY GENERAL MEETING

VIEWS: 13 PAGES: 26

									             PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÕES
                          CNPJ/MF Nº 02.950.811/0001-89
                              NIRE Nº 33.300.285.199
                       Listed Company– CVM Code Nº 20478

             MINUTES OF THE EXTRAORDINARY GENERAL MEETING
                           HELD ON MAY 10, 2010

1. DATE, TIME AND PLACE: On the tenth day of the month of May 2010, at 11: 00 a.m. at the
   head offices of PDG Realty S.A. Empreendimentos e Participações (“Company”), at Praia de
   Botafogo 501, Block 1, hall 201, suite 203 2nd floor, room 1, Torre Pão de Açúcar, Centro
   Empresarial Mourisco, Rio de Janeiro State Capital.

2.   ANNOUNCEMENTS: The Announcements for the second convocation of this Extraordinary
     General Meeting were published on April 30 and May 3 and 4 in the pages of the Valor
     Econômico newspaper and in the editions of the Rio de Janeiro State Government Gazette
     (Diário Oficial do Estado do Rio de Janeiro) published on May 3, 4 and 5 on pages B2, D11
     and A6 and 13, 21 and 14 respectively.

3.   QUORUM FOR DECLARING THE MEETING OPEN AND ATTENDANCE: this
     Extraordinary General Meeting was declared open with shareholders in attendance
     representing 43.12% of the Company capital with voting rights, pursuant to the signatures in
     the Shareholders Attendance Book, also placing on record the presence of the Legal Affairs
     Officer, Mr. Cauê Castello Veiga Innocêncio Cardoso.

4.   ORDER OF THE DAY: to approve the following alterations to By-Laws of the Company
     (“Company By-Laws”) and the consolidation thereof, in order to alter: (a) the Head Paragraph
     of Article 5 of the Company By-Laws that describes its equity capital, in order to consolidate
     the latest capital increases through to the dates of this General Meeting; (b) Paragraph 2 of
     Article 5 of the Company By-Laws, in order to restructure the wording that established a
     ceiling on the authorized capital addressed in the Company By-Laws, which may take place
     through one or more successive issues, reaching the number of shares set forth therein; (c)
     items “k” and “r” of Article 13 of the Company By-Laws, in order to state that deliberations
     on issues of real estate credit notes will now fall under the aegis of the Executive Board rather
     than the Board, with the resulting inclusion of item “m” in Article 16 of the Company By-
     Laws, establishing this provision; (d) Article 15 of the Company By-Laws in order to: (d.i)
     restructure the composition of the positions on the Executive Board, which will now consist
     of a Chief Executive Officer, a Chief Financial Officer, an Investor Relations Director, an
     Investments and Management Planning Officer, an Administration and Operations Officer, a
     Financial Planning Officer and a Legal Affairs Officer; (d.ii) describe the new spheres of
     competence of the positions mentioned in item (d.i) above; and (d.iii) exclude the provision

                                                                                  Text_SP 2899528v2 7843/7   -1-
     on the existence of Officers or Directors with no specific title; (e) the Head Paragraph of
     Article 17 of the Company By-Laws, in order to include a provision stating that the Company
     may also be represented by 1 (one) duly-accredited legal representative individually with
     specific powers, or 2 (two) duly-accredited legal representatives together with specific
     powers, as specified in the powers of attorney granted by 2 (two) Officers or Directors, either
     together or separately; and (f) the Sole Paragraph of Article 18 of the Company By-Laws, in
     order to extend the validity periods of powers of attorney to be granted by the Company to 2
     (two) years;

5.   OFFICERS: With the Meeting declared open, Mr. Anderson Carlos Koch was elected to
     chair this Extraordinary General Meeting, with Mr. Cauê Castello Veiga Innocêncio Cardoso
     serving as Secretary.

6.   DELIBERATIONS: Continuing the Meeting, the Chair explained that documents, proposals,
     declarations of ballot and / or dissent on the matters presented for deliberation must be
     presented in writing to the Officers of the Meeting, being represented by the Secretary for this
     purpose. He also stated that the documents related to the matters tabled for deliberation were
     available from the Officers of the Meeting, and that these documents had been made available
     to the shareholders at the head offices of the Company, in addition to having been forwarded
     to the São Paulo Stocks, Commodities and Futures Exchange (BM&FBOVESPA S.A), in
     compliance with the provisions set forth in Article 124, Paragraph 6 of Law Nº 6,404/76
     dated December 15, 1976, as altered (“Law Nº 6,404/76”). After these explanatory remarks,
     the shareholders in attendance deliberated as follows:

     6.1.   through a majority vote cast by those in attendance: after a favorable opinion has been
            issued by the Audit Board, as set forth in Article 166, Paragraph 2 of Law Nº 6,404/76,
            to approve the following rewording of the Company By-Laws and the consolidation
            thereof, coming into effect as set forth in Annex I of these Minutes, altered in
            compliance with the justifications presented below:

            6.1.1.   The Head Paragraph of Article 5 of the Company By-Laws that describes its
                     equity capital, in order to consolidate the latest capital increases through to
                     the date of this General Meeting, coming into effect with the following
                     wording:

                     “Article 5 - Capital. The subscribed equity capital is R$ 2,468,833,634.60
                     (two billion, four hundred and sixty and eight million, eight hundred and
                     thirty three thousand, six hundred and thirty four Brazilian Reais and sixty
                     centavos), represented by 398,997,141 (three hundred and ninety eight
                     million, nine hundred and ninety seven thousand, one hundred and forty one)
                     common shares, all registered, book entry and with no face value.”

                                                                                  Text_SP 2899528v2 7843/7   -2-
6.1.2.   Paragraph 2 of Article 5 of the Company By-Laws, in order to clarify the
         wording that rules on the ceiling imposed on the authorized capital
         established in the Company By-Laws, which may take place through one or
         more successive issues, reaching the number of shares set forth therein, which
         comes into effect with the following wording:

         Ҥ2 - Authorized Capital. The Company is authorized to increase its equity
         capital regardless of any alterations to its By-Laws, through Board decisions
         taken on stock issue(s) that total up to no more than 340,000,000 (three
         hundred and forty million) common shares, excluding increases decided at
         General Meetings. The Board decisions approving such stock issues will
         establish the conditions thereof, deciding whether the increase will take place
         through public or private subscription, as well as the price, manner and
         conditions of payment thereof.”

6.1.3.   Items “k” and “r” of Article 13 of the Company By-Laws, in order to state
         that deliberations on issues of real estate credit notes will now fall under the
         aegis of the Executive Board rather than the Board, with the resulting
         inclusion of item “m” in Article 16 of the Company By-Laws, establishing
         this provision; which comes into effect with the following wording:

         “Article 13 - Competence. Without adversely affecting its other duties and
         responsibilities established by law, the Board shall deliberate on the matters
         addressed in these Company By-Laws, especially those listed below:
         (...)
         k)      to deliberate on the issue by the Company of subscription bonds,
         debentures or other papers or securities (except real estate credit notes);
         (...)
         r)      to authorize the issue of any credit instruments to bring in funds
         (except real estate credit notes), whether bonds, notes, commercial papers or
         other in common use on the market, deliberating on their issue and
         redemption conditions;
         (...)

         Article 16 - Competence. Without adversely affecting its other duties and
         responsibilities established by law and these By-Laws, the Executive Board,
         chaired by the Chief Executive Officer, shall address the matters set forth in
         these Company By-Laws, especially those listed below:
         (...)

         m)     to approve the issue of real estate credit notes by the Company;”


                                                                      Text_SP 2899528v2 7843/7   -3-
6.1.4.   Article 15 of the Company By-Laws in order to: (a) restructure the
         composition of the positions on the Executive Board, which will now consist
         of a Chief Executive Officer, a Chief Financial Officer, an Investor Relations
         Director, an Investments and Management Planning Officer, an
         Administration and Operations Officer, a Financial Planning Officer and a
         Legal Affairs Officer; (b) describe the new spheres of competence of the
         positions mentioned in item (a) above; and (c) exclude the provision on the
         existence of Officers or Directors with no specific title, with Article 15
         coming into effect in the following manner:

         “Article 15 – The Executive Board is the entity representing the Company,
         being empowered to perform all management acts required to ensure its
         proper functioning.
         §1 - Composition. The Executive Board will consist of at least 2 (two) and no
         more than 7 (seven) Members, including the Chief Executive Officer, the
         Chief Financial Officer, the Investor Relations Director, the Investments and
         Management Planning Officer, the Administration and Operations Officer,
         the Legal Affairs Officer and the Financial Planning Officer.
         §2 - Term of Office. The Officers or Directors will be elected for terms of
         office lasting up to 2 (two) years, with reelection permitted. The terms of
         office of the Officers or Directors will be extended automatically through to
         the election and induction into office of their respective alternates, should
         such acts take place after the expiry of the terms of office of the Officers or
         Directors.
         §3 - Vacant Seat. Should the position of Officer or Director fall vacant, or
         should a Member become subject to any impediment, the Board shall elect a
         new Officer or Director, or shall appoint a substitute from among the
         remaining Officers or Directors, in all cases establishing the duration of the
         appointment and the respective expiry date thereof.
         §4 - Meetings. The Executive Board is not a collegiate entity, and may thus
         meet whenever necessary, at the discretion of the Chief Executive Officer,
         who will also chair such meetings, in order to address operating aspects. An
         Executive Board Meeting will be deemed open when attended by Officers or
         Directors representing the majority of its Members.
         §5 - Chief Executive Officer. The Chief Executive Officer shall: (a) submit
         the annual budgets, work plans and investment plans to the Board for
         approval, as well as new expansion programs for the Company and its
         subsidiaries, fostering their implementation as approved; (b) draw up the
         operating guidelines and strategies of the Company, in addition to
         establishing the criteria for implementing the deliberations adopted by the
         Annual General Meeting and the Board Meetings, with the participation of
         the other Officers or Directors; (c) oversee all the activities of the Company;
         (d) coordinate and superintend the activities of the Executive Board,
         convening and chairing its meetings; and (e) perform the other duties and
         responsibilities conferred thereon by the Board.

                                                                     Text_SP 2899528v2 7843/7   -4-
§6 - Chief Financial Officer. The Chief Financial Officer shall: (a) ensure
compliance with the guidelines established by the Board; (b) handle the
financial management of the Company; (c) the management of the accounting
department and controller’s office; and (d) stand in for the Chief Executive
Officer when temporarily absent or impaired, deploying the respective
powers thereof as determined in the By-Laws.
§7 - Investor Relations Director. The Investor Relations Director shall: (a)
disclose and notify the Brazilian Securities Commission (CVM) and the São
Paulo Stock Exchange, if applicable, of any relevant fact or act occurring or
related to the businesses of the Company, in addition to striving to ensure full
and immediate dissemination simultaneously on all markets on which these
securities are listed for trading, in addition to other duties and
responsibilities defined by the Board; (b) provide information to investors;
and (c) keep the Company records updated, providing information as
required for this purpose, all in compliance with the applicable regulations
issued by the Brazilian Securities Commission (CVM).
§8 - Investments and Management Planning Officer. The Investments and
Management Planning Officer shall: (a) analyze and approve new
investments for pursuing the activities of the Company; (b) implement the
Company management model in target companies receiving investments; (c)
monitor the performances of the real estate investments of the Company and
its subsidiaries; (d) draw up the management planning for the projects
undertaken by the Company and its subsidiaries; and (e) direct the joint
acquisition activities of the Company.
§9 - Administration and Operations Officer. The Administration and
Operations Officer shall: (a) plan, coordinate and implement the activities
and procedures related to transferring credits from the customers of the
Company and its subsidiaries; (b) supervise the human resources department
of the Company and its subsidiaries; (c) plan, coordinate and implement the
information technology activities of the Company and oversee the
implementation of its systems; and (d) plan, coordinate and implement the
operating and administrative activities of the Company and its subsidiaries.
§10 - Legal Affairs Officer. The Legal Affairs Officer shall: (a) draw up,
coordinate and undertake the legal procedures and actions of the Company
and its subsidiaries; (b) oversee matters related to the regulation of a listed
company; (c) coordinate the preparation of the contracts of the Company and
its subsidiaries, in compliance with the decisions and negotiations undertaken
by the other Officers or Directors; and (d) oversee and represent the
Company at the General Meetings and Board Meetings of the Company and
its subsidiaries.
§11 - Financial Planning Officer. The Financial Planning Officer shall: (a)
plan, coordinate and project the cash flow of the Company and its
subsidiaries; (b) administer the Treasury area of the Company and its
subsidiaries; (c) structure, negotiate and monitor real estate credits in each of
the real estate projects in which the Company and its subsidiaries hold stakes;
and (d) conduct, coordinate and direct the management of the projects
undertaken by the subsidiaries of the Company.”
                                                             Text_SP 2899528v2 7843/7   -5-
            6.1.5.   The Head Paragraph of Article 17 of the Company By-Laws, in order to
                     include a provision stating that the Company may also be represented by 1
                     (one) duly-accredited legal representative individually with specific powers,
                     or 2 (two) duly-accredited legal representatives together with specific powers,
                     as specified in the powers of attorney granted by 2 (two) Officers or Directors,
                     either together or separately, coming into effect in the following manner:

                      “Article 17 - Representation of the Company. With the exceptions
                     established in these By-Laws, any act or contract that establishes any liability,
                     responsibility or obligation for the Company with third parties, or that holds
                     them harmless against the Company, will necessarily be signed: (a) by any 2
                     (two) Officers or Directors; or (b) by any Officer or Director together with a
                     duly-accredited legal representative, under the terms and periods of the
                     powers of attorney granted; or (c) by 1 (one) duly-accredited legal
                     representative, individually, or 2 (two) duly-accredited legal representatives
                     together, with specific powers, as specified in the powers of attorney granted
                     by 2 (two) Officers or Directors, either together or separately.”

            6.1.6.   The Sole Paragraph of Article 18 of the Company By-Laws, in order to extend
                     the validity periods of powers of attorney to be granted by the Company to 2
                     (two) years, coming into effect with the following wording:

                     “Sole Parágraph - Award of Powers. Powers of attorney must always be
                     granted specifically for the acts to be performed by the representative and,
                     other than those granted for legal purposes or to defend the Company in
                     administrative proceedings brought by entities in the direct civil service or
                     semi-autonomous government entities under any federal entity, the duration
                     of their validity will be limited to 2 (two) years.”

7.   RECORDING AND PUBLICATION OF THE MINUTES: the recording of the Minutes of
     this Extraordinary General Meeting was approved in summary form, in addition to the
     publication hereof without the signatures of the shareholders in attendance, as set forth in
     Article 130 and its Paragraphs of Law Nº 6,404/76.

8.   ADJOURNMENT: There being no further business, these Minutes were recorded and, having
     been read and approved, were signed by all the Shareholders in attendance, with a unanimous
     decision authorizing the issue of certificates or notarized copies hereof by the Secretary, for
     legal purposes.



                                                                                  Text_SP 2899528v2 7843/7   -6-
9.   SIGNATURES OF THOSE IN ATTENDANCE: Anderson Carlos Koch: Chair; Cauê
     Castello Veiga Innocêncio Cardoso; Secretary and shareholder; Shareholders in Attendance
     represented by: Cauê Castello Veiga Innocêncio Cardoso: JOSÉ ANTONIO TORGAGHI
     GRABOWSKY, MICHEL WURMAN, MILTON GOLDFARB, PAULO CÉSAR
     PETRIN, ROGERIO CHOR, CAUÊ CASTELLO VEIGA INNOCÊNCIO
     CARDOSO, JOÃO MIGUEL MALLET RACY FERREIRA, GAS FLASH FUNDO
     DE INVESTIMENTO EM AÇÕES, ADVENTURE INTERNATIONAL LLC,
     RESEARCH INVESTMENT LLC, BRAZIL INTERNATIONAL LLC, VINCI
     PRIORITÁRIO FIA, VINCI GAS FUNDAMENTO MASTER FIA, VINCI GAS
     BLUE MARLIN FIA, VINCI GAS FIA, represented by Anderson Carlos Koch:
     HUNTER GLOBAL INVESTORS FUND I L.P., HUNTER GLOBAL INVESTORS
     OFFSHORE FUND LTD., HUNTER GLOBAL INVESTORS SRI FUND LTD,
     LONE CEDAR LTD, LONE PINON LTD, LONE PICEA LTD, LONE REDWOOD,
     LP, NEW WORD FUND INC, COINVEST LIMITED, FIDELITY INVESTMENT
     TRUST; FIDELITY EMERGING MARKETS FUND, FIDELITY EMERGING
     MARKETS FUND, T ROWE PRICE INTERNATIONAL STOCK FUND, FOREIGN
     EQUITY FUND, T.ROWE PRICE INTERNATIONAL FUNDS:T. ROWE PRICE
     LATIN AMERICA FUND, T.ROWE PRICE INTERNATIONAL SERIES INC. T.
     ROWE PRICE INTERNATIONAL STOCK PORTFOLIO, NORGES BANK,
     J.P.MORGAN FLEMING FUNDS LATIN AMERICA EQUITY FUND, AXA
     PREMIER VIP TRUST - MULTIMANAGER INTERNATIONAL EQUITY
     PORTFOLIO, RETAIL EMPLOYEES SUPERANNUATION PTY LIMITED,
     MORGAN STANLEY INVESTMENT FUNDS LATIN AMERICAN EQUITY FUND,
     THE UNIVERSAL INSTITUCIONAL FUNDS, INC; EMERGING MARKETS
     EQUITY PORTFOLIO, MORGAN STANLEY EMERGING MARKETS FUND,
     INC, MORGAN STANLEY INSTITUTIONAL FUND, INC EMERGING MARKETS
     PORTFOLIO, MORGAN STANLEY INVESTMENT FUNDS EMERGING
     MARKETS EQUITY FUND, VANGUARD INVESTMENT SERIES, PLC,
     FIDELITY ADVISOR SERIES VIII; FIDELITY ADVISOR EMERGING MARKETS
     FUND, VANGUARD EMERGING MARKETS STOCK INDEX FUNS,
     VANGUARD INTERNATIONAL EXPLORER FUND, JAPAN TRUSTEE
     SERVICES BANK, LTD AS TRUSTEE FOR THE SUMITOMO TRUST &
     BANKING CO, LTD AS TRUSTEE FOR M JP MORGAN, THE BOEIN
     COMPANY          EMPLOYEE         RETIREMENT         PLANS       MASTER        TRUST,
     WASHINGTON STATE INVESTMENT BOARD, JP MORGAN LATIN AMERICA
     FUND, JP MORGAN FUND, T ROWE PRICE FUNDS SICAV, T. ROWE PRICE
     RETIREMENT DATE TRUST, VANGUARD TOTAL INTERNATIONAL STOCK
     INDEX FUND, A SERIES OF VANGUARD SATAR FUNDS, PENN SERIES
     EMERGING MARKETS EQUITY FUND, BLACKROCK KOREA LATIN
     AMERICA FUND - MASTER, NORTHERN TRUST FIDUCIARY SERVICES
     (GUERNSEY) LIMITED AS TRUSTEE OF THE SAUDI ARAMCO SEVERANCE,

                                                                           Text_SP 2899528v2 7843/7   -7-
RETIR, T.    ROWE PRICE GLOBAL LARGE - CAP - STOCK FUND,
AUSTRALIAN REWARD INVESTMENT ALLIANCE, FIDELITY CENTRAL
INVESTMENT PORTFOLIOS LLC: FIDELITY EMERGING MARKETS EQUITY
CENTRAL FUND, LAUDUS INTERNATIONAL MARKETSMASTER FUND,
BLACKROCK LATIN AMERICA FUND, INC, COMMONWEALTH OF
PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES´ RETIREMENT SYSTEM,
IBM SAVINGS PLAN, THE MASTER T B OF JAPAN LTD RE
MTBC400035147, TRW AUTOMOTIVE DEFINED BENEFIT MASTER TRUST,
CATHOLIC HEALTH INITIATIVES, THE EMM UMBRELLA FUNDS, FIRST
INITIATIVES INSURANCE LTD, MUNICIPAL EMPLOYEES ANNUITY AND
BENEFIT FUND OF CHICAGO, THE ILLINOIS MUNICIPAL EMPLOYEES
RETIREMENT FUND, JOHN HANCOCK TRUST INTERNATIONAL EQUITY
INDEX TRUST B, PENSIONSKASSERNES ADMINISTRATION A/S,
RAILWAYS PENSION TRUSTEE COMPANY LIMITED, IBM DIVERSIFIED
GLOBAL EQUITY FUND, THE GBC INTERNATIONAL GROWTH FUND,
EATON VANCE STRUCTURED EMERGING MARKETS FUND, DGAM EAFE
EQUITY FUND L.P., ROYAL BANK OF SCOTLAND AS TRUSTEE FOR
NEWTON DISCOVERY FUND, THE BOARD OF. A. C. E. R. S. LOS
ANGELES, CALIFORNIA, STATE OF CALIFORNIA PUBLIC EMPLOYEES
RETIREMENT SYSTEM, BLACKROCK STRATEGIC FUND - BLACKROCK
LATIN AMERICA, WILLIAM BLAIR INTERNATIONAL SMALL CAP GROWTH
FUND, WELLINGTON MANAGEMENT PORT (DUBLIN) P.          L.   C. ,
WELLINGTON TRUST COMPANY N.A., KANSAS PUBLIC EMPLOYEES
RETIREMENT SYSTEM, CRM GLOBAL OPPORTUNITY FUND, CRM
INTERNATIONAL OPPORTUNITY FUND, VANGUARD FTSE ALL-WORLD EX-
US SMALL-CAP INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL
EQUITY INDEX, I.A.M. NATIONAL PENSION FUND, BLACKROCK GLOBAL
FUNDS, WILLIAM BLAIR COLLECTIVE INVESTMENT TRUST, UNIBANCO
CONSTRUÇÃO CIVIL FIA, ITAÚ VALOR AÇÕES ALAVANCAGEM FI, KODAK
RETIREMENT INCOME PLAN, RUSSELL INTERNATIONAL DEVELOPED
MARKETS FUND, JANUS OVERSEAS FUND, COLUMBIA ACORN
INTERNATIONAL, MCTB OPPOTUNISTIC EAFE, MCTB GLOBAL EMERGING
MARKETS, STATE OF WINSCONSIN INVESTMENT BOARD MASTER TRUST,
WANGER INTERNATIONAL SMALL CAP ADVISOR, CAISSE DE DEPOT ET
PLACEMENT DU QUEBEC, BATTERYMARCH GLOBAL EMERGING MARKET
FUND, THE PRESIDENT AND FELLOWS OF HARVARD COLLEGE, MARTIN
CURRIE INVESTMENT FUNDS- MARTIN CURRIE IF- GLOBAL FUND,
MICROSOFT GLOBAL FINANCE LIMITED, STATE STREET TRT LTD AS DEP
FOR M C INV FDS - M C IF - E M FUND, SYRACUSE UNIVERSITY, WEST
VIRGINIA INVESTMENTS MANAGEMENT BOARD, THE PENSION
RESERVES INVESTMENT MANAGEMENT BOARD, THE BRAZIL VALUE AND

                                                  Text_SP 2899528v2 7843/7   -8-
GROWTH FUND, THE MARSICO INTERNATIONAL OPPORTUNITIES FUND,
THE ROCKEFELLER FOUNDATION, VAN KAMPEN S FUND, INC., VAN D
EMERGING MARKETS FUND, KANSAS PUBLIC EMPLOYEES RETIREMENT
SYSTEM, HARBOR INTERNATIONAL GROWTH FUND, CITY OF FRESNO
RETIREMENT SYSTEMS, STATE UNIVERSITY RETIREMENT SYSTEM, THE
ANDREW W MELLON FOUNDATION, THE FORD FOUNDATION, UNITED
AIR LINES, INC. PILOTS DIRECTED ACCOUNT PLAN TRUST, HABOR
GLOBAL GROWTH FUND, HARBOR CAPITAL GROUP TRUST FOR DEFINED
BENEFIT PLANS, JANUS ASPEN SERIES OVERSEAS POTFOLIO,
TELCORDIA TECHNOLOGIES PENSION PLAN, JONH HANCOCK TRUST
INTERNATIONAL EQUITY INDEX TRUST A, JONH HANCOCK TRUST
INTERNATIONAL EQUITY INDEX TRUST B, JONH HANCOCK TRUST
INTERNATIONAL      OPPORTUNITIES   INDEX    TRUST,    MANAGERS
INTERNATIONAL EQUITY FUND, STATE OF NEW JERSEY COMMON
PENSION FUND D, ING MARSICO INTERNATIONAL OPPORTUNITIES
PORTFOLIO, EMERGING MARKETS EQUITY TRUST 1, ADVANCED SERIES
TRUST - AST INTERNATIONAL GROWTH PORTIFOLIO, AT&T UNION
WELFARE BENEFIT TRUST, JONH HANCOCK FUNDS II INTERNATIONAL
OPPORTUNITIES FUND, THE MASTER T BANK OF JAPAN, LTD. RE: F R I
(JAPAN) LIMITED I EQUIT F, ABU DHABI RETIREMENT PENSIONS AND
BENEFITS FUND, GENERAL CONFERENCE CORPORATION OF SEVENTH-
DAY ADVENTIST, ALPINE DYNAMIC DIVIDEND FUND, ALPINE
INTERNATIONAL REAL STATE EQUITY FUND, JONH HANCOCK TRUST
INTERNATIONAL EQUITY INDEX FUND, THE PRUDENTIAL SERIES FUND,
INC, - SP INT G PORTFOLIO, DIRECTOR GUILD OF AMERICA PRODUCER
PENSION TRUST, COLUMBIA MULT- ADVISOR INTERNATIONAL QUITY
FUND, SAN DIEGO COUNTRY EMPLOYEES RETIREMENT ASSOCIATION,
EMERGING MARKETS EQUITY 4, THE MARSISCO TWENTY FIRST
CENTURY FUND, RUSSEL INTERNATIONAL DEVELOPED MARKETS FUND,
RUSSEL INVESTIMENT COMPANY II PLC, JOHN HANCOCK FUNDS II
GLOBAL REAL ESTATE FUND, THE M TRUST B OF J, LTD. AS TRUSTEE
OF N/P GLOBAL E EQUITY M FUND, PG&E CORPORATION RETIREMENT
MASTER TRUST, PG&E POST ML PLAN TRUST - NON M EMPLOYEES AND
RETIREES, SAN JOAQUIM COUNTRY EMPLOYEES RETIREMENT ASSOC.,
FIDELITY ADVISOR INTERNATIONAL CAPITAL APPRECIATION F, PYRAMIS
G T FOR E B PLANS: P E M COMMINGLED POOL, VARIABLE INSURANCE
PRODUCT FUND III: MID CAP PORTFOLIO, VARIABLE I P FUND IV: VIP INT
C APPRECIATION PORTFOLIO, DIMENSIONAL FUNDS PLC, DIMENSIONAL
FUNDS II, PLC, SCRI ROBECO INSTITUCIONEEL EMERGING MARKETS
QUANT FONDS, ALPINE TOTAL DYNAMIC DIVIDEND FUND, ALPINE
GLOBAL PREMIER PROPERTIES FUND, ALPINE GLOBAL DYNAMIC

                                                     Text_SP 2899528v2 7843/7   -9-
DIVIDEND FUND, MARSICO GLOBAL FUND, JANUS CAPITAL FUNDS PLC/
JANUS GLOBAL REAL ESTATE FUND, STATE OF NEW MEXICO
EDUCATIONAL RETIREMENT BOARD, PYRAMIS EMERGING MARKETS
EQUITY TRUST, CLOUGH GLOBAL OPPORTUNITIES FUND, CLOUGH
GLOBAL EQUITY FUND, CLOUGH GLOBAL ALLOCATION FUND, WILLIAM
BLAIR INSTITUCIONAL INTERNACIONAL GROWTH FUND, WILLIAM BLAIR
EMERGING MARKETS GROWTH FUND, WILLIAM BLAIR MUTUAL FUNDS,
INC INTERNATIONAL GROWTH FUND, MANULIFE EMERGENCY MARKET
FUND, NORTHERN TRUST QUANTITATIVE FUND PLC, FIDELITY
INVESTIMENTS TRUST: FIDELITY TOTAL INT EQUITY FUND, JANUS
GLOBAL REAL ESTATE FUND, VARIABLE INSURANCE PRODUCT FUND IV:
E MARKETS PORTFOLIO, COLLEGE RETIREMENT EQUITIES FUND,
WILLIAM BLAIR EMERGING LEADERS GROWTH FUND, MORGAN STANLEY
STRATEGIST FUND, THE ROBERT WOOD JOHNSON FOUNDATION,
ADVANCED SERIES TRUST - AST GLOBAL REAL ESTATE PORTIFOLIO,
CITY OF PHILADELPHIA PUBLIC EMPLOYEES RETIREMENT SYSTEM,
RUSSEL INSTITUTIONAL FDS, LLC- RI EQUITY FD, NATIONAL PENSION
SERVICE, SAN DIEGO CITY EMPLOYEES RETIREMENT SYSTEM,
THEACHER RETIREMENT SYSTEM OF TEXAS, MARVIN & PALMER
EMERGING MARKETS PARTNESSFUNDS LP, MARVIN & PALMER FUNDS
PLC, ALPINE EMERGING MARKETS REAL ESTATUTE FUND, FORTIS L
FUND EQUITY BRAZIL, FORTIS L FUND EQUITY LATIN AMERICA,
NATIONAL COUNCIL FOR SACIAL SECURITY FUND, FIDELITY
INVESTIMENTS TRUST CAPITAL APRECITION FUND, FIDELITY I TRUST:
FIDELITY SERIES EMERGING MARKETS FUND, NOMURA PARTNERS
FUNDS, INC, ISHARES MSCI BRIC INDEX FUND, ISHARES MSCI BRAZIL
(FREE) INDEX FUND, EMERGING MARKETS STRATEGIC INSIGHTS NON-
LENDABLE FUND B, EMERGING MARKETS STRATEGIC INSIGHTS NON-
LENDABLE FUND, EMERGING MARKETS INDEX NON- LENDABLE TRUST
B, STATE OF CONNECTICUT RETIREMENT PLANS AND TRUST FUNDS, BGI
EMERGING MARKETS STRATEGIC INSIGHTS FUND LTD, EMERGING
MARKETS SUDAN FREE EQUITY INDEX FUND, SSM HEALTH CARE
PORTFOLIO MANAGEMENT COMPANY, NAVY EXCHANGE SERVICE
COMMAND RETIREMENT TRUST, STATE FARM MUTUAL TRUST
INTERNATIONAL EQUITY FUND, STATE FARM VARIABLE PRODUCT TRUST
INTERNATIONAL EQUITY FUND, FIDELITY FIXED-INCOME TRUST: F S G
EX U.    S.  INDEX FUND, THE BANK OF NEW YORK MELLON C
RETIREMENT      PLANS    MASTER     TRUST,    ISHARES    MSCI
EMERGENCYMARKETS INDEX FUND, DRIEHAUS COMPANIES PROFIT
SHARING PLAN AND TRUST, NORTHERN TRUST NON- UCITS COMMON
CONTRATUAL FUND, LEGG MANSON GLOBAL FUNDS, UAW RETIREE

                                                Text_SP 2899528v2 7843/7   - 10 -
MEDICAL BENEFITS TRUST, JAPAN TRUSTEE SERVICES BANK, LTD A T F
T RB M ST F E REAL ESTATE FUND, DYNAMIC GLOBAL REAL ESTATE
FUND, ARIZONA STATE RITIREMENT SYSTEM; represented by Fernanda
Gama Moreira Jorge: TOP PICS VALUE INVESTORS LLC, BTG ARF BRAZIL
INVESTMENTS LP, BTG GE MM BRAZIL INVESTMENT LP, FUNDO DE
INVESTIMENTO MULTIMERCADO CREDITO PRIVADO LS INVESTIMENTO
NO EXTERIOR, BTG PACTUAL LOCAL FUNDO DE INVESTIMENTO
MULTIMERCADO, CLUBE DE INVESTIMENTOS PACTUAL I, BTG PACTAL
ANDROMEDA FUNDO DE INVESTIMENTO EM AÇÕES, BTG PACTUAL
DINAMICO FUNDO DE INVESTIMENTO EM AÇÕES, BTG PACTUAL HEDGE
PLUS FUNDO DE INVESTIMENTO MULTIMERCADO, BTG PACTUAL
EQUITY HEDGE FUNDO DE INVESTIMENTO MULTIMARCADO, FUNDO DE
INVESTIMENTO DE AÇÕES SAINT ANDREWS, BTG PACTUAL GLOBAL
FUNDO DE INVESTIMENTO MULTIMERCADO CREDITO PRIVADO
INVESTIMENTO NO EXTERIOR, FUNDO DE INVESTIMENTO DE AÇÕES
PREVICOKE     RV,   BTG    PACTUAL    FUNDAMBRAS    FUNDO    DE
INVESTIMENTOS DE AÇÕES (ubs pactual), BTG PACTUAL PENSION
FUNDO DE INVESTIMENTO EM AÇÕES, FUNDO DE INVESTIMENTO DE
AÇÕES PROFIT, FUNDO DE INVESTIMENTO DE AÇÕES POSEIDON,
FUNDO DE INVESTIMENTO DE AÇÕES CLF, FUNDO DE INVESTIMENTO
DE AÇÕES SPZS, FUNDO DE INVESTIMENTO DE AÇÕES ALARDE, FUNDO
DE INVESTIMENTO DE AÇÕES MANGALARGA, FUNDO DE INVESTIMENTO
DE AÇÕES BRONZE, TOM FUNDO DE INVESTIMENTO MULTIMERCADO
CREDITO PRIVADO, FUNDO DE INVESTIMENTO DE AÇÕES MAX, FUNDO
DE INVESTIMENTO DE AÇÕES MAGAR, PROAÇÃO FUNDO DE
INVESTIMENTO EM AÇÕES, FUNDO DE INVESTIMENTO EM AÇÕES IRMB,
RAPSAG FUNDO DE INVESTIMENTO DE AÇÕES, FUNDO DE
INVESTIMENTO DE AÇÕES PÉROLA, FUNDO DE INVESTIMENTO DE
AÇÕES BOREAS, FUNDO DE INVESTIMENTO DE AÇÕES LALAM, FUNDO
DE INVESTIMENTO DE AÇÕES JMII, FUNDO DE INVESTIMENTO
MULTIMERCADO CREDITO PRIVADO TECA, FUNDO DE INVESTIMENTO
DE AÇÕES PROSPERIDADE II, FUNDO DE INVESTIMENTO DE AÇÕES
RUBI, FUNDO DE INVESTIMENTO DE AÇOES 210, FUNDO DE
INVESTIMENTO EM AÇÕES EXCLUSIVO SARLATE, CLUBE DE
INVESTIMENTOS ADMR, FUNDO DE INVESTIMENTO DE AÇÕES
LIPIZZANER, FUNDO DE INVESTIMENTO DE AÇÕES CALIFORNIA, FUNDO
DE INVESTIMENTO MULTIMERCADO CREDITO PRIVADO VIDA, FUNDO
DE INVESTIMENTO MULTIMERCADO CREDITO PRIVADO LUNETTE,
FUNDO DE INVESTIMENTO DE AÇÕES DOQDO-01, FUNDO DE
INVESTIMENTO MULTIMERCADO CREDITO PRIVADO ALTA VISTA, FUNDO


                                                  Text_SP 2899528v2 7843/7   - 11 -
DE INVESTIMENTO DE AÇÕES LAJINHA, FUNDO DE INVESTIMENTO
MULTIMERCADO CREDITO PRIVADO BRICS INVESTIMENTOS.


             Cauê Castello Veiga Innocêncio Cardoso
                            Secretary

             Faithful copy taken from the Minutes Book




                                                         Text_SP 2899528v2 7843/7   - 12 -
                                              ANNEX 1

                               COMPANY BY-LAWS
              PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÕES

            CHAPTER I: NAME, HEAD OFFICES, PURPOSE AND DURATION

Article 1 - Name. PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÕES
(“Company”) is a business corporation that is ruled by these Company By-Laws and by the
governing law applicable thereto.

Article 2 - Head Offices. Law Courts and Branches. The head offices and law courts of the
Company are located at Praia de Botafogo 501, block 1, hall 201, part, Torre Pão de Açúcar, Centro
Empresarial Mourisco, Zip Code 22250-040, in the Rio de Janeiro State Capital, being empowered
to open and close down branches, agencies or other establishments in Brazil and elsewhere in the
world, as decided by its Executive Board.

Article 3 - Corporate Purpose. The purpose of the Company is: (a) to hold stakes in other
companies operating in the real estate sectors as a partner, shareholder or consortium member, or
through other types of investment, such as subscribing to or aquiring debentures, subscription bonds
or other securities issued by companies operating in the real estate sector; (b) rendering collection
services for receivables; (c) acquisition of properties for rent or lease; (d) acquisition of properties
for real estate development; and (e) real estate development.

Article 4 - Duration. The duration of the Company is unspecified.


                            CHAPTER II - CAPITAL AND SHARES

Article 5 - Capital. The subscribed equity capital is R$ 2,468,833,634.60 (two billion, four hundred
and sixty and eight million, eight hundred and thirty three thousand, six hundred and thirty four
Brazilian Reais and sixty centavos), represented by 398,997,141 (three hundred and ninety eight
million, nine hundred and ninety seven thousand, one hundred and forty and one) common shares,
all registered, book entry and with no face value.

§1 - Vote per Shares. Each of the common shares into which the equity capital is divided will have
the right to one vote in the decisions taken by the General Meetings of the Company.

§2 - Authorized Capital. The Company is authorized to increase its equity capital regardless of any
alterations to its By-Laws, through Board decisions taken on stock issue(s) that total up to no more
than 340,000,000 (three hundred and forty million) common shares, excluding increases decided at
General Meetings. The Board decisions approving such stock issues will establish the conditions
thereof, deciding whether the increase will take place through public or private subscription, as
well as the price, manner and conditions of payment thereof.”

§3 - Subscription bonds. Up to the limit of the authorized capital, the Board may decide to issue
subscription bonds.
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§4 - Share Purchase Plans. In compliance with the plan approved by the Annual General Meeting,
the Board may grant stock purchase or subscription options to its management and employees, with
no right of first refusal for the shareholders.

§5 - Issues with no Right of First Refusal. Up to the limit of the authorized capital, the issue of
shares, stock-convertible debentures and subscription bonds, whose placement will be handled
through sales on stock exchanges or public subscriptions, or through stock swaps at a public
offering for acquisition of control, which may take place excluding the right of first refusal of the
shareholders, or through curtailing the length of time allowed for the exercise thereof.

§6 - Book-Entry Shares. The shares issued by the Company will be book entry, kept in deposit
accounts in the names of their holders by a financial institution authorized by the Brazilian
Securities Commission (CVM) and recommended by the Board, with the shareholders being subject
to collection of the remuneration addressed in Paragraph 3 of Article 35 of Law Nº 6,404/76.

§7 - Shareholder in Omission. Should a subscriber fail to pay in the amounts subscribed under the
conditions established in the bulletin or when called upon to do so, this will result in the entry
thereof into default, under full right of law, for the purposes addressed in Articles 106 and 107 of
Law Nº 6,404/76, being subject to payment of the amount in arrears restated monetarily in
compliance with the variation in the General Price Index – Market issued by the Getulio Vargas
Foundation (IGP-M / FGV) or the substitute thereof, in the shortest period of time allowed by law,
in addition to interest at 12% (twelve per cent) p.a. on a pro rata temporis basis and a fine
corresponding to 10% (ten per cent) of the value of the amount in arrears, duly updated.

Article 6 - Preferred Shares, Benefit Shares and Founders’ Shares. The Company may not issued
preferred shares, benefit shares or founders’ shares.

Article 7 - Reimbursement for Right of Withdrawal. Pursuant to the provisions set forth in Article
45 of Law Nº 6,404/76, the amount of reimbursement to be paid to dissident shareholders will be
based on the Economic Value of the Company, if lower than the Net Worth thereof presented in the
latest Balance Sheet approved by the Annual General Meeting. The Net Worth value will be that
used should the amount be less than the Economic Value of the Company.


                       CHAPTER III - ANNUAL GENERAL MEETING

Article 8 - With the competence established by law and in these Company By-Laws, the Annual
General Meeting meets on a regular basis during the first 4 (four) months subsequent to the end of
the financial year, and on an extraordinarily basis whenever its corporate interest so require.

§1 - Representation by Proxy. At the General Meetings, shareholders represented by proxies must
present power of attorneys with the notarized signature of the grantor thereof.

§2 - Legitimation – Book-Entry Shares. The holders of book-entry or shares held in custody must
deposit with the Company, preferably up to 3 (three) days in advance, the evidentiary slips issued by
the depositary financial institutions and evidentiary documentation of powers of representation.
                                                                                 Text_SP 2899528v2 7843/7   - 14 -
Shareholders attending the General Meeting and presenting the necessary documentation will not be
prevented from participating in the Annual General Meeting.

§3 - Chair. The General Meetings will be declared open and Chaired by the Chairman of the Board
or, in the absence thereof, by a shareholder selected through a majority of the votes cast by the
attendees at the Annual General Meeting. The Chair of the General Meeting will appoint a
Secretary to assist him during the session.


                              CHAPTER IV – MANAGEMENT

                                   Section I – General Rules

Article 9 - Management Entities. The Company will be managed by a Board and by an Executive
Board.

§1 - Remuneration of the Management. The Annual General Meeting will establish the overall or
individual remuneration of the Management of the Company. If established on an overall basis, the
Board must deliberate on the individual distribution thereof.

§2 - Induction of Officers. The induction into office of the Officers will be dependent on the
signature of the respective deed and prior signature of the Deed of Assent by the Managers as
mentioned in the Novo Mercado Listing Regulations, and the signature of a Deed of Assent with the
Manual on the Disclosure and Use of Information and Securities Trading Policy issued by the
Company, also through signing the respective deed.

                                       Section II - Board

Article 10 - Composition. The Board will be consist of at least 5 (five) and no more than 11
(eleven) members, in addition to another number of alternates to be determined by the Annual
General Meeting, limited to the number of elected Board Members, linked or not to specific full
Board Members, elected by the Annual General Meeting and subject to dismissal thereby at any
time. The terms of office of the Board Members will be unified, with a duration of 1 (one) year,
except for vacant seats, which will be addressed as set forth in Article 11 below.

§1 - Chair and Deputy Chair of the Board. The Board will have a Chair, elected by a majority vote
of the members thereof, at the first meeting after the induction of its members into office or
whenever the position of chair falls vacant, as well as a Deputy Chair, also elected by a majority
vote cast by the members, who will replace the Chair in order to perform the functions thereof.

§2 - Independent Board Members. At least 20% (twenty per cent) of the Board Members must be
Independent Board Members, as defined in the Novo Mercado Listing Regulations, with status
being specifically declared in the Minutes of the Annual General Meeting electing them, with Board
Members being deemed independent when elected through the procedure established by Article 141,
§4 and § 5 of Law Nº 6,404/76.


                                                                              Text_SP 2899528v2 7843/7   - 15 -
§3 - When compliance with the percentage mentioned in the previous Paragraph results in a
fractional number of Board Members, this will be rounded out to the full number: (i) immediately
higher thereto, when the fraction is equal to or greater than 0.5; or (ii) immediately lower thereto,
when the fraction is less than 0.5.

§4 - Absence. In case of absence, the Board Members will be substituted in the following manner,
and in the following order: (a) by their specific alternate if any, and if no specific alternate has been
appointed: (b) by a Full Board Member, provided he has been appointed by the absent Board
Member as the representative thereof, hereby establishing that the Full Board Member appointed as
a representative by an absent Board Member is authorized to cast his own vote and also the vote of
the absent Board Member, should this situation of having appointed a representative not occur; (c)
by an alternate, convened by the Chair of the Board.

§5 - Attendance at Meetings. The Board Members may attend the Board Meetings through tele-
conferencing, video-conferencing or through any other electronic means of communication, being
deemed to have attended the meeting and necessarily confirming their vote through a written
declaration forwarded to the Chair of the Board by letter, fac-simile or email immediately after the
end of the meeting. Once this declaration has been received, the Chair of the Board will be fully
empowered to sign the Minutes of the meeting on behalf of the Board Member.

Article 11 - Vacancy. Should a seat fall vacant on the Board, for a Member with no alternate, the
Board will elect as many substitute Board Members as there are vacant seats, with the terms of
office the Board Members elected as set forth in this Article expiring at the next Annual General
Meeting held.

Article 12 - Meetings. The Board will meet whenever convened to do so by its Chair or by a
majority of its Members, through written notification forwarded at least 3 (three) days in advance,
except for cases of evident urgency, when this period may be shortened. These notifications must
state the time, date, place and Order of the Day for the Meeting, appending copies of documents or
proposals to be examined or discussed.

§1 - Waiver of Convocation. Meetings will be deemed regular if attended by all Members,
regardless of any preliminary formalities, or providing that all Members express their assent in
writing to waiving such procedures.

§2 - Opening a Quorum. The Board Meetings will be declared open with a majority of their
Members in attendance, with decisions deemed to be valid if approved by a majority of the
Members in attendance, with the Chair holding the casting vote, in addition to a personal vote.

Article 13 - Competence. Without adversely affecting its other duties and responsibilities
established by law, the Board shall deliberate on the matters addressed in these Company By-Laws,
especially those listed below

       a) establishing the purposes, policies and general guidelines of the businesses of the
          Company;


                                                                                    Text_SP 2899528v2 7843/7   - 16 -
b)       electing, dismissing, defining the remuneration and assigning duties and responsibilities
         to the Executive Board Members, in compliance with the limits established by the
         Annual General Meeting or defined thereby;

c) overseeing the administration of the Officers or Directors;

     d) appointing and dismissing the independent auditors of the Company, when applicable;

     e) issuing a prior opinion on the Report of the Management, the Accounts of the Executive
        Board and the Financial Statements of the Company, as well as examining the monthly
        trial balances;

     f) submitting a proposal to the Annual General Meeting for the allocation of the net profits
        of the Company for each financial year, or for shorter periods;

     g) approving the general budget of the Company;

     h) approving the business plan of the Company;

     i) establishing the debt ceiling of the Company;

     j) deliberating on the Company taking out financing and loans in amounts exceeding 10%
        (ten per cent) of its Net Worth, as presented in the last Equity Balance Sheet, in any
        single transaction;

     k) deliberating on the issue by the Company of subscription bonds, debentures or other
        papers or securities (except real estate credit notes;

     l) authorizing the amortization, redemption or buyback of shares issued by the Company
        for keeping in treasury or cancelation, in addition to deliberating on the possible
        divestment of shares that may be held in the Treasury;

     m) proposing stock purchase option plans for the Management and employees of the
        Company;

     n) establishing the value of the stakes in the profits assigned to the Management and
        employees of the Company;

     o) deliberating on the signature, modification and rescission of contracts, in addition to
        conducting transactions of any type whatsoever between the Company on the one hand,
        and the shareholders of the Company and/or subsidiary, associated or parent companies
        of the shareholders of the Company, on the other;

     p) deliberating on the Company holding stakes in other companies as a partner, quota-
        holder or shareholder, in addition to its participation in consortia and association
        agreements and/or shareholders’ agreements, and on the incorporation of companies in
        Brazil or abroad by the Company, provided that the investments in the company,
                                                                              Text_SP 2899528v2 7843/7   - 17 -
           agreement or consortium in question represent an investment for the Company whose
           value is equal to or exceeds 10% (ten per cent) of its Net Worth as presented in the last
           Equity Balance Sheet of the Company;

       q) increasing the equity capital of the Company up to the ceiling authorized by the
          Company By-Laws, regardless of any statutory rewording;

       r) authorizing the issue of any credit instruments to bring in funds (except real estate credit
          notes), whether bonds, notes, commercial papers or other in common use on the market,
          deliberating on their issue and redemption conditions;

       s) divesting goods constituting the permanent assets; and

       t) deploying other legal responsibilities or duties that may be conferred thereon by the
          Annual General Meeting, in addition to resolving matters not addressed herein.

Article 14 - Advisory Committees. The Board may resolve to set up advisory committees in order to
assist the respective Board Members, as well as defining their respective composition and specific
duties and responsibilities.

                                   Section III - Executive Board

Article 15 - The Executive Board is the entity representing the Company, being empowered to
perform all management acts required to ensure its proper functioning:

§1 - Composition. The Executive Board will consist of at least 2 (two) and no more than 7 (seven)
members, including the Chief Executive Officer, the Chief Financial Officer, the Investor Relations
Director, the Investments and Management Planning Officer, the Administration and Operations
Officer, the Legal Affairs Officer and the Financial Planning Officer

§2 - Term of Office. The Officers or Directors will be elected for terms of office lasting up to 2
(two) years, with reelection permitted. The terms of office of the Officers or Directors will be
extended automatically through to the election and induction of their respective substitutes, should
such acts take place after the expiry of the terms of office of the Officers or Directors.

§3 - Vacant Seat. Should the position of Officer or Director fall vacant, or should a Member
become subject to any impediment, the Board shall elect a new Officer or Director, or shall appoint
a substitute from among the remaining Officers or Directors, in all cases establishing the duration of
the appointment and the respective expiry dates thereof.

§4 - Meetings. The Executive Board is not a collegiate entity, and may thus meet whenever
necessary, at the discretion of the Chief Executive Officer, who will also chair such meetings, in
order to address operating aspects. An Executive Board Meeting will be deemed open when
attended by Officers or Directors representing the majority of its members.

§5 - Chief Executive Officer. The Chief Executive Officer shall: (a) submit the annual budgets,
work plans and investment plans to the Board for approval, as well as new expansion programs for
                                                                                  Text_SP 2899528v2 7843/7   - 18 -
the Company and its subsidiaries, fostering their implementation as approved; (b) draw up the
operating guidelines and strategies of the Company, in addition to establishing the criteria for
implanting the deliberations adopted by the Annual General Meeting and the Board Meetings, with
the participation of the other Officers or Directors; (c) oversee all the activities of the Company; (d)
coordinate and superintendent the activities of the Executive Board, convening and chairing its
meetings; and (e) exercise the other duties and responsibilities conferred thereon by the Board.

§6 - Chief Financial Officer. The Chief Financial Officer shall: (a) ensure compliance with the
guidelines established by the Board; (b) handle the financial management of the Company; (c) the
management of the accounting department and controller’s office; and (d) stand in for the Chief
Executive Officer when temporarily absent or impaired, deploying the respective competence as
determined in the By-Laws.

§7 - Investor Relations Director. The Investor Relations Director shall: (a) disclose and notify the
Brazilian Securities Commission (CVM) and the São Paulo Stock Exchange, if applicable, of any
relevant fact or act occurring or related to the businesses of the Company, in addition to striving to
ensure the full and immediate dissemination simultaneously on all markets on which these securities
are listed for trading, in addition to other duties and responsibilities defined by the Board; (b)
provide information to investors; and (c) keep the Company records updated, providing information
as required for this purpose, all in compliance with the applicable regulations issued by the
Brazilian Securities Commission (CVM).

§8 - Investments and Management Planning Officer. The Investments and Management Planning
Officer shall: (a) analyze and approve new investments for pursuing the activities of the Company;
(b) implement the Company management model in target companies receiving investments; (c)
monitor the performances of the real estate investments of the Company and its subsidiaries; (d)
draw up the management planning for the projects undertaken by the Company and its subsidiaries;
and (e) direct the joint acquisition activities of the Company.

§9 - Administration and Operations Officer. The Administration and Operations Officer shall: (a)
plan, coordinate and implement the activities and procedures related to transferring credits from the
customers of the Company and its subsidiaries; (b) supervise the human resources department of the
Company and its subsidiaries; (c) plan, coordinate and implement the information technology
activities of the Company and oversee the implementation of its systems; and (d) plan, coordinate
and implement the operating and administrative activities of the Company and its subsidiaries.

§10 - Legal Affairs Officer. The Legal Affairs Officer shall: (a) plan, coordinate and implement the
legal procedures and actions of the Company and its subsidiaries; (b) oversee matters related to the
listed company regulation; (c) coordinate et preparation of the contracts of the Company and its
subsidiaries, in compliance with the decisions and negotiations undertaken by the other Officers or
Directors; and (d) oversee and represent the Company at the General Meetings and Board Meetings
of the Company and its subsidiaries.

§11 - Financial Planning Officer. The Financial Planning Officer shall: (a) plan, coordinate and
project the cash flow of the Company and its subsidiaries; (b) administer the Treasury area of the
Company and its subsidiaries; (c) structure, negotiate and monitor real estate credits in each of the
real estate projects in which the Company and its subsidiaries hold stakes; and (d) conduct,
                                                                                   Text_SP 2899528v2 7843/7   - 19 -
coordinate and direct the management of the projects undertaken by the subsidiaries of the
Company.

Article 16 - Competence. Without adversely affecting its other duties and responsibilities
established by law and these By-Laws, the Executive Board, chaired by the Chief Executive Officer,
shall address the matters set forth in these Company By-Laws, especially those listed below:

(a)       conducting the general and management policy of the Company as determined by the
          Board;

(b)       coordinating the progress of the normal activities of the Company, including compliance
          with the decisions taken at General Meetings, Board Meetings and its own meetings;

(c)       drawing up the annual and/or pluri-annual business plans and budgets of the Company,
          and submitting them to the Board;

(d)       implementing the business plans and budgets of the Company, approved by the Board;

(e)       submitting a proposal to the Board on the allocation of the net profits for each financial
          year;

(f)       determining the preparation of intermediate or half-yearly balance sheets and presenting
          the detailed economic, financial and equity trial balances to the Board on a quarterly
          basis, for the Company;

(g)       drawing up the Report and the Financial Statements for each financial year;

(h)       opening, operating and closing bank accounts and investment accounts;

(i)       pursuant to the spheres of competence assigned to the Board and as set forth in the
          Company By-Laws, transact, waive, withdraw, enter into agreement, sign commitments,
          accept obligations, allocate funds, acquire, mortgage, pledge or in any manner whatsoever
          encumber real estate and other assets, in addition to granting collateral and other security,
          signing the respective deeds and contracts;

(j)       representing the Company in Court or elsewhere as defendant and plaintiff, before any
          civil service departments or federal, state or municipal authorities, complying with the
          provisions set forth in the Company By-Laws;

(k)       approving the grant of any types of collateral or surety by the Company for any third
          parties, in guarantee of its own or third party obligations;

(l)       performing other duties and responsibilities assigned thereto by law or conferred thereon
          by the Board; and

(m)       approving the issue of real estate credit notes by the Company;
                                                                                  Text_SP 2899528v2 7843/7   - 20 -
§1 - Expression. The efficacy of the acts described above will not depend on any decision taken at
an Executive Board meeting, when implemented or signed directly by the one of the Executive
Board Members.

Article 17 - Representation of the Company. With the exceptions established in these By-Laws, any
act or contract that establishes any liability, responsibility or obligation for the Company with third
parties, or that holds them harmless against the Company, will necessarily be signed: (a) by any 2
(two) Officers or Directors; or (b) by any Officer or Director together with a duly-accredited legal
representative, under the terms and periods of the powers of attorney granted; or (c) by 1 (one) duly-
accredited legal representative, individually, or 2 (two) duly-accredited legal representatives
together, with specific powers, as specified in the powers of attorney granted by 2 (two) Officers or
Directors, either together or separately.

§1 - Representation in Case of Multiple Positions. The Company may not be represented by a
single Officer or Director, should this person hold more than one position on the Executive Board.

§2 - Personal Attendance in Proceedings or Providing Information. A Company may be
represented by any of its Officers or Directors should it be necessary to appear personally in any act
related to a lawsuit or administrative proceeding brought against the Company, or in order to
provide information requested by entities in the direct civil service and semi-autonomous
government entities under any federal entity, provided that these entities are acting within the sphere
of their respective competences.

Article 18 - Powers of Attorney. Powers of attorney will always be granted in compliance with the
matters addressed in Article 17 of these Company By-Laws.

Sole Paragraph - Award of Powers. Powers of attorney must always be granted specifically for the
acts to be performed by the representative and, other than those granted for legal purposes or to
defend the Company in administrative proceedings brought by entities in the direct civil service or
semi-autonomous government entities under any federal entity, the duration of their validity will be
limited to 2 (two) years.

                                 CHAPTER V - AUDIT BOARD

Article 19 - Audit Board. The Company will have an Audit Board that will not function on a
permanent basis, being established and assigned duties and responsibilities as set forth in Law Nº
6,404/76.

Sole Paragraph – The induction into office of the Audit Board Members will be dependent on prior
signature of Deed of Assent of the Audit Board Members as mentioned by the Novo Mercado
Listing Regulations.


                      CHAPTER VI - FINANCIAL YEAR AND PROFITS

Article 20 - Financial Year. The financial year will run from January 1 to December 31 each year.
                                                                                  Text_SP 2899528v2 7843/7   - 21 -
Article 21 - Financial Statements and Information. At the end of each financial year and on the last
business day of each calendar quarter, the Executive Board will draw up the Financial Statements as
required by law and the Novo Mercado Listing Regulations.

Sole Paragraph: The Company and its Management must hold a public meeting at least once a year
with market analysts and any other stakeholders, in order to disclose information on its economic
and financial status, and the projects and prospects of the Company.

Article 22 - Advance Dividends. The Board may declare dividends against profits or profits
reserves, calculated in the Financial Statements, for any period of time, which will be deemed to
constitute advance payments of the minimum mandatory dividend established in these By-Laws.

Article 23 - Allocation of Net Profits. In each financial year, the Company will distribute mandatory
dividends of at 25% (twenty five per cent) of the adjusted net profits adjusted, calculated in
compliance with the provisions set forth in Article 202 of Law Nº 6,404/76.

Article 24 - Profit-Sharing by the Management. As established in the provisions set forth in Article
190 of Law Nº 6,404/76, the Annual General Meeting approving the accounts for the financial year
may decide on the distribution of up to 10% (ten per cent) of the earnings for the financial year, after
the adjustments required by Article 189 of Law Nº 6,404/76, assigned to the Management of the
Company, as profit-sharing.

Sole Paragraph – The Board will establish the criteria for assigning shares in the profits to the
Management.

Article 25 - Monetary Restatement and Lapse. The dividends assigned to the shareholders will be
paid out during the period established by law, with monetary restatement and/or interest falling due
only if so decided by the Annual General Meeting and, if not claimed within 3 (three) years as from
the decision on the act authorizing the distribution thereof, will lapse in favor of the Company.

Article 26 - Interest on Net Equity and Advance Dividends. The Board may draw up balance sheets
over any period of time in order to distribute interest on net equity. The intermediate dividends and
the interest on net equity will always be assigned to the mandatory dividend.


CHAPTER VII – DIVESTMENT OF CONTROL, CANCELATION OF STOCK MARKET
         LISTING AND WITHDRAWAL FROM THE NOVO MERCADO

Article 27 – Divestment of Control. The divestment of control of the Company through a single
transaction or through a series of transactions, must be undertaken on a suspensive or conditional
basis, whereby the acquirer agrees to conduct a public offering in order to acquire the remaining
shares from the other shareholders of the Company, in compliance with the conditions and periods
established in the governing law and in the Novo Mercado Listing Regulations, in order to ensure
that they receive treatment that is identical to that offered to the Divesting Controlling Shareholder .


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Sole Paragraph: the public offering mentioned in the Head Paragraph of this Clause will also be
required: (a) when there is any assignment against payment of the subscription rights to shares and
other papers or rights related to stock-convertible securities that may result in the Divestment of
Control of the Company; or (b) in case of divestment of control of the Company holding the Power
of Control of the Company, in which case the Divesting Controlling Shareholder will be bound to
notify the São Paulo Stock Exchange of the amount attributed to the Company for such divestment,
appending documentary evidence of such value.

Article 28 - Obligations Arising from the Acquisition of Control through Successive Acquisitions.
Any shareholder that already owns shares issued by the Company and then acquires the Power of
Control thereover through a private share purchase agreement signed with the Controlling
Shareholder encompassing any number of shares, will be bound to: (a) conduct the public offering
mentioned in Article 27 above; and (b) reimburse shareholders that have purchased shares on stock
exchanges during the 6 (six) months prior to the date of the Divestment of Control, to whom it must
pay the difference between the price paid to the Divesting Controlling Shareholder and the amount
paid on the Stock Exchange for shares issued by the Company during this period, duly updated.

Article 29 - Registration of Shares – Deed of Assent. The Company will not register transfers of
shares to the acquirers of the Power of Control, or to parties that may acquire the Power of Control,
prior to the signature thereby of the Deed of Assent of the Controllers, as stipulated in the Novo
Mercado Listing Regulations.

Article 30 - Shareholders’ Agreement: No Shareholders’ Agreement ruling on the exercise of the
Power of Control may be registered at the head offices of the Company without its signatories
having signed the Deed of Assent mentioned in the Head Paragraph of Article 29 above.

§1 - The Shareholders’ Agreements duly kept on file at the head offices of the Company,
establishing the clauses and conditions for the divestment of shares issued by the Company, also
rule on the right of first refusal or regulate the exercise of voting rights by the shareholders, and will
be respected by the Company and its Management.

§2 – The rights, obligations and responsibilities arising from such Shareholders’ Agreements will be
valid and opposable to third parties, as soon as they have been duly ratified in the share registration
books of the Company. The Management of the Company will strive to ensure compliance with
these Agreement and the Chair of the Annual General Meeting or the Executive Board Meetings, as
applicable, must declare any vote non-valid when cast by a shareholder, or Officer or Director
counter to the terms of such Agreements, or in case of any absence or abstention by the
shareholders, Officers or Directors, or other shareholders adversely affected thereby, or Officers or
Directors elected thereby the adversely affected shareholders, being empowered to vote with the
shares or votes owned by absent or Shareholder in Omissions, as applicable, and as set forth in
Article 118, §8 and §9 of Law Nº 6,404/76.

Article 31 - Offering arising from Cancelation of Stock Exchange Listing. In the public offering for
the acquisition of shares to be conducted by the Controlling Shareholder or by the Company in order
to cancel its Stock Exchange listing, the minimum price to be offered must correspond to the
Economic Value calculated in an Assessment Report drawn up by a specialized institution or
company with proven experience, independent of any power of decision of the Company, its
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Management and/or its Controlling Shareholder, in addition to complying with the requirements set
forth in §1 of Article 8 of Law Nº 6,404/76, and the responsibility established in §6 of this same
Article.

Article 32 - Selection of the Appraiser to Determine the Economic Value. The selection of the
specialized institution or company in charge of determining the Economic Value of the Company is
the sole responsibility of the Annual General Meeting, as from the presentation by the Board of
short list of three names, with the respective decision taken by a majority of the votes, but not
including blank votes, cast by shareholders representing the Shares in Circulation attending such
General Meeting which, in order to be declared open at the first call, must be attended by
shareholders representing at least 20% (twenty per cent) of the total number of Shares in
Circulation, or at the second call, attended by any number of shareholders representing the Shares in
Circulation. The costs of preparing the appraisal report must be accepted fully by the Offerer.

Article 33 - Withdrawal from the Novo Mercado. The Company may withdraw from the Novo
Mercado at any time, provided that this withdrawal is: (a) approved in advance by the Annual
General Meeting of the Shareholders; and (b) it is notified to the São Paulo Stock Exchange in
writing, with prior notice of 30 (thirty) days.

§1 - Withdrawal for Trading Off the Novo Mercado. When the Company withdraws from the Novo
Mercado in order to register its securities for trading elsewhere than on the Novo Mercado, the
Controlling Shareholder must conduct a public offering for the acquisition of shares owned by the
other shareholders of the Company at a price equal to at least the Economic Value of the share, to be
calculated as set forth in Articles 31 and 32.

§2 - Withdrawal Resulting from Corporate Restructuring Process. Should the Company withdraw
from the Novo Mercado due to a corporate restructuring process through which the Company
resulting from such process may not be accepted for trading on the Novo Mercado, the Controlling
Shareholder must conduct a public offering to acquire the shares owned by the other shareholders of
the Company at a price equal to at least the Economic Value, to be calculated as set forth in Articles
31 and 32, complying with the legal and regulatory rules applicable thereto. The announcement of
the public offering must be notified to the São Paulo Stock Exchange and disclosed to the market
immediately after the Annual General Meeting of the Company approving such restructuring
process.

Article 34 - Definitions.      For the purposes of these Company By-Laws, the following
understandings prevail:

“Controlling Shareholder”  the shareholder or its successor or group of shareholders linked by a
Shareholders’ Agreement or under common control, deploying the Power of Control of the
Company;

“Divesting Controlling Shareholder”  the Controlling Shareholder undertaking the Divestment of
Control of the Company;

“Controlling Shares”  the block of shares that directly or indirectly ensures its holder(s) of the
individual and/or shared exercise of the Power of Control of the Company;
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“Shares in Circulation”  all shares issued by the Company, except for shares held by the
Controlling Shareholder, by persons linked thereto, by the Management of the Company and
Treasure shares;

“Divestment of Control of the Company” the transfer against payment of the Controlling Shares to
a third party;

“Power of Control”  the power effectively deployed to direct the corporate activities and guide the
functioning of the Company entities, either directly or indirectly, on either a de facto or de jure
basis. There is an assumption that the control will be held by the person or group of persons bound
by a Shareholders’ Agreement or under common control, holding the shares assuring an absolute
majority of the votes of the shareholders in attendance at the last three General Meetings of the
Company, even if not holding shares assuring an absolute majority of the voting capital; and

“Economic Value”  value of the Company and its shares that may be determined by a specialized
firm through the use of an acknowledged methodology or based on some other criteria that may be
defined by the Brazilian Securities Commission (CVM).


                            CHAPTER VIII – ARBITRATION PANEL

Article 35 - Settlement of Disputes through Arbitration. The Company, its shareholders,
Management and Audit Board Members hereby agree to settle all and any dispute or conflict
through arbitration that may arise among them, related to or arising from especially the application,
validity, efficacy, interpretation, construal, breach and the resulting effects of the provision set forth
in the Novo Mercado Listing Regulations, these Company By-Laws, the provisions set forth in Law
Nº 6,404/76, the rules issued by the National Monetary Council (CMN), the Central Bank of Brazil
and the Brazilian Securities Commission (CVM), as well as other standards applicable to the
functioning of capitals markets in general, in addition to those set forth in the Novo Mercado Listing
Regulations, the Novo Mercado Trading Agreement and the Arbitration Regulations issued by the
Market Arbitration Chamber, which must be conducted through the Market Arbitration Chamber
established by the São Paulo Stock Exchange, in compliance with the Regulations of this Chamber,
with the parties being empowered to select another Arbitration Center or Chamber to settle their
disputes, as set forth in Chapter 12 of these Regulations.


                                  CHAPTER IX  LIQUIDATION

Article 36 - Dissolution and Liquidation. The Company will be dissolved and enter into liquidation
under the circumstances set forth in law, in the manner established by the Annual General Meeting,
which will appoint the liquidator and may convene the Audit Board to serve during the liquidation
period.


                          CHAPTER X – EFFICACY OF PROVISIONS

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Article 37 - Efficacy of Provisions. These provisions set forth in Chapter VII of these Company By-
Laws will be efficacious only as from the date on which the Company publishes the Announcement
of the Start of the Primary and Secondary Public Share Distribution for the first public distribution
of shares issued by the Company, as applicable addressed by the registration application filed with
the Brazilian Securities Commission (CVM) under Nº RJ/2006-08407 on November 3, 2006.




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