RODOBENS NEGÓCIOS IMOBILIÁRIOS S.A. Listed Company TAX ROLL Nº / (CNPJ) CORPORATE REGISTRATION Nº

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1 RODOBENS NEGÓCIOS IMOBILIÁRIOS S.A. Listed Company TAX ROLL Nº / (CNPJ) CORPORATE REGISTRATION Nº (NIRE) MINUTES OF MEETING OF BOARD OF DIRECTORS HELD ON FEBRUARY 28, DATE, TIME AND PLACE: Held on the 28th (twenty-eighth) day of February 2011, at hours in the City of São Paulo, State of São Paulo, at Rua Gomes de Carvalho, 1306, 4 th floor, suite 41, Vila Olimpia, Zip Code SUMMONS AND PRESENCE: Summons held within the terms of article 16 of the By-Laws of Rodobens Negócios Imobiliários S.A. ( Company ), made through a written notice delivered to the members of the Board of Directors. All members of the Company s Board of Directors were present. The following members of the Executive Management were also present: Marcelo Lopez Borges de Oliveira and Luciano Francisco de Oliveira Gagliardi. 3. PRESIDING OFFICERS: Mr. Waldemar Verdi Junior took the chair and invited Mr. Milton Jorge de Miranda Hage to act as secretary to the meeting. 4. AGENDA: To decide on: (i) the annual management report, financial statements referring to the fiscal year ended on and the opinion of the independent auditors; (ii) the proposals for the destination of the net profit for the 2010 financial year, the distribution of dividends, the capital budget for the 2010 financial year and the global annual remuneration of the management to be submitted for approval to the Ordinary General Meeting of Shareholders; (iii) the proposal to sell all the quotas held in Rodobens Participações Ltda., a limited liability company with its head office in the Town of São José do Rio Preto, State of São Paulo, at Avenida Francisco das Chagas de Oliveira, Nº. 2500, Higienópolis, Zip Code , registered in the taxpayers roll (CNPJ/MF) under number / ( Rodobens Participações ); (iv) the summons for the Ordinary General Meeting of the Company; (v) the public issue of simple debentures not convertible into shares, in a single series of chirographary species, for public distribution with restricted placement efforts, according to the procedures established in Instruction number 476 of the Brazilian Securities and Exchange Commission ( CVM ) of January 16, 2009 ( CVM Instruction 476 ) ( Debentures and Issue or Offer,

2 respectively),with the definition of the features of the Issue and the Debentures; (vi) the issue by the Company of Bank Credit Certificates ( CCB ); and (vii) authorize the Executive Management of the Company to undertake all and any act needed for the formalization of the Issue. 5. RESOLUTIONS: The members of the Company s Board of Directors present initiated the meeting and took the following decisions by unanimous votes without any restrictions. Members Waldemar Verdi Junior, Waldemar de Oliveira Verdi and Milton Jorge de Miranda Hage abstained from voting on 5.4 below: 5.1 To approve the annual management report and, based on the opinion of the independent auditors, the balance sheet and other financial statements for the fiscal year ended on , which will be submitted for approval to the Ordinary General Meeting of the Company. 5.2 To approve the capital budget for the 2011 fiscal year, according to the report filed at the Company s head office which will be submitted for the approval to the Ordinary General Meeting. 5.3 To approve, for the submission for approval of the Ordinary General Meeting: (a) the destination of 5% (five percent) of the net income of the fiscal year ending on to the formation of the legal reserve; (b) the distribution of the minimum obligatory dividend equivalent to 25% (twenty-five percent) of the aforementioned adjusted net income; (c) the destination of the remaining balance of the income to constitute the retained profits reserve based on the capital budget mentioned in item 5.2 above; and (d) the global annual remuneration of the management for the 2011 financial year The information and documents related to the material decided in items 5.1 to 5.3 of these minutes will be published within the terms and periods stated in Article 133 of the Corporate Law and CVM Instructions 480/09 and 481/ To approve within the terms of Article 20 q of the Company Bylaws, the proposal to sell all the quotas which the Company holds in the paid-up capital of its subsidiary Rodobens Participações which, in turn, is the holder of all the shares issued by Companhia Hipotecária Unibanco - Rodobens, to GV Holding S.A., a company with its head office in the town of São José do Rio Preto, São Paulo state, at Avenida Bady Bassitt, number 4.717, Zip Code , 2

3 registered in the CNPJ/MF tax role under number / ( GV Holding ), which is part of the controlling group of the Company, with the signing of the respective selling and buying contract ( Contract ), in the total amount of R$90,000, (ninety million Reais) (Price), corresponding to the market value of Rodobens Participações, according to a commercial valuation study prepared by BR Partners Assessoria Financeira Ltda., which was presented and analyzed by members of the Board of Directors, and which will be made available to shareholders on the sites of the Company (www.rodobens.com.br/ri) and the CVM/BM&F BOVESPA and will be filed at the Company s head office. The members also approved a condition within the Contract that, should the shares issued by CHUR be sold directly or indirectly by GV Holding within a period of 12 (twelve) months from the date of signing the Contract at an amount above the Price, GV Holding will pay the difference between the Price and the amount paid by GV Holding to the shareholders of the company on the date of the signing of the Contract, in proportion to their respective stakes in the Company s paid-up capital. 5.4 To approve the summons by the Chairman of the Board of Directors of the Company to the Ordinary General Meetings to be held in April 2011 to vote on the following agenda: (i) (ii) (iii) To examine, discuss and approve the annual report of the executive management, the balance sheet and remaining financial statements, including the opinion of the independent auditors, referring to the fiscal year ended on ; To approve the capital estimates of the Company for the fiscal year ending on ; To vote on the proposal by the Board of Directors on the destination of the profits and distribution of dividends for the fiscal year ended on ; (iv) To establish the annual global remuneration of the executive management for the 2010 fiscal year. 5.5 To approve the issue of an Offer of debentures, which have the following features and conditions: (i) Date of Issue: this will be the date of the actual issuance of the Debentures, to be defined in a Private Deed of a Public Issue of Simple Debentures, Not Convertible into Shares, of an chirographary species, in a Single Series, under the firm subscription guarantee system, for 3

4 the Public Distribution with Restrictive Placement Efforts, of Rodobens Negócios Imobiliários S.A. ( Issue Deed ) ( Date of Issue ); (ii) Total Amount of the Issue: up to R$150,000, (one hundred and fifty million Reais), on the Date of the Issue; (iii) Nominal Unit Value: R$1,000, (one million Reais) on the Date of the Issue ( Nominal Unit Value ); (iv) Quantity of Debentures and Number of Series: The Issue will be made in a single series in which up to 150 (one hundred and fifty) Debentures will be issued; (v) Debenture Placement System: The Debentures will be distributed under the firm guarantee subscription system in the total amount of up to R$150,000, (one hundred and fifty million Reais); (vi) Distribution and Trading: The Debentures from the Issue will be registered for distribution on the primary market and for trading in the secondary market through: (i) the Securities Distribution Module (local acronym SDT); and (ii) the National Debentures Module (local acronym SND), respectively, both managed and operated by CETIP S.A. (a Brazilian company that manages trading and registrations for securities, public and private fixed-income bonds and over-thecounter operations) ( CETIP ), with the distribution and trading settled and the Debentures held electronically in the custody of CETIP. Regardless of what is stated above, the Debentures may only be traded on the secondary market, between qualified investors, to be defined in the Issue Deed; (vii) Form and Convertibility: the Debentures will be issued in a written and nominative form, without any issue of certificates representing the Debentures and will not be convertible into shares in the Company; (viii) Kind: The Debentures will be of the chirographary species; (ix) Remuneration: The Debentures will pay a remuneration equivalent to 1.85% (one point eighty-five per cent) of the variation of the average daily rate of the Interbank Deposits (DI) of one day, over extra group, expressed in the form of an annual percentage, based on a year of 252 (two hundred and fifty-two days) working days, calculated and published on a daily basis by CETIP in the daily announcement available on its Internet page (http://www.cetip.com.br) ( Remuneration ). The Remuneration will be calculated in an exponential and cumulative form, pro rata temporis, per working day, liable on the nominal unit value of the Debentures, from the date of the Date of the Issue, to the date of its actual payment; (x) Monetary Restatement of the Debentures: The nominal unit value of the Debentures will not be restated; (xi) Period of Payment of the Nominal Unit Value and Remuneration: The nominal unit value of the Debentures will be made in 2 (two) annual payments, equal and consecutive, with the first made on the 24th (twenty fourth) month from the Date of the Issue and the second payment on the Date of Expiry. The payment of the Remuneration will be carried out on a half-yearly basis from the Date of the Issue; (xii) Date of Expiry: 3 (three) years from the Date of Issue; (xiii) Facultative Advanced Redemption: The Company may carry out a Facultative Advanced Redemption of the 4

5 Debentures, at the nominal unit value plus the Remuneration and other unpaid charges, as well as an advanced redemption premium of 1.0% (one per cent); and (xiv) Advanced Expiry: An Advanced Expiry will be considered as being in line with those which are usual on the market within the terms and conditions to be established in the Issue Deed registration Authorize the Management of the Company to undertake all and any act required in the formalization of the Issue decided, including but not only: (i) all the actions required for the Issue as well as contracting: (a) financial institutions to structure the Offer and the placement of the Debentures with the investor public. (b) the fiduciary agent, lead coordinating bank and bookkeeper of the Debentures, (d) legal advisers; and (e) other service providers which may be required to carry out the Offer; and (ii) sign all and any document that may be necessary, including but not limited to: (a) the Deed of Issue; and (b) Placement Contract. 5.6 To approve the Issue by the Company of the CCB with ITAU BBA S.A., in the amount of up to R$100,000, (one hundred million Reais) ( Value of the CCB ), with the following features: Duration: up to 4 years; Interest and Amortization: (i) payment of interest to be made on a half-yearly basis; and (ii) amortization of the principal on the 36 th and 48 th month; Interest rates: Reference Rate (TR) % a year; Coordination Commission: 1.40% on the Value of the CCB; Guarantee: Warranty from GV Holding. The CCB issue aims to bring financial liquidity to the Company and allow it to inject resources into its new projects Authorize the Management of the Company to carry out all and any act required in relation to the issue and formalization of the CCB. 6. CONCLUSION: There being no further business to discuss and no other matter raised, the meeting was adjourned for the time needed to draft the present minutes which, after the meeting was re-adjourned, were read and approved and signed by all. São Paulo, February 28, Board: Waldemar Verdi Junior Chairman; José Alceu Signorini Secretary. Members: Waldemar Verdi Junior, Waldemar de Oliveira Verdi; Hugo Antunes Anversa; Milton Jorge de Miranda Hage; José Alceu Signorini; Maílson Ferreira da Nóbrega; Alcides Lopes Tápias; and Maurício Levi. Directors Present: Marcelo Lopez Borges de Oliveira and Luciano Francisco de Oliveira Gagliardi. 5

6 This document is a faithful copy of the original document which is lodged in the Company s records. São Paulo, February 28, Milton Jorge de Miranda Hage Secretary 6

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