1 BROOKFIELD INCORPORAÇÕES S.A. CORPORATE TAXPAYER S ID (CNPJ/MF): / COMPANY REGISTRY (NIRE) MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON FEBRUARY 6, DATE, TIME AND VENUE: February 6, 2015, at 12:00 pm, at the headquarters of the parent company of Brookfield Incorporações S.A. ( Company ), located at Rua Lauro Muller, nº 116, 21º andar, Botafogo, in the city and state of Rio de Janeiro. 2. CALL NOTICE AND PRESENCE: The call notice was issued via to the Board Members, under the terms of Article 21, caput of the Bylaws. All members of the Board of Directors were present, with the participation of Benjamin Michael Vaughan and George Myhal, via conference call, pursuant to Article 21, paragraph 4 of the Company s Bylaws, and, with the invited guest Denise Goulart de Freitas, General Counsel. 3. PRESIDING BOARD: In view of the sufficient quorum for the installation of the Board of Directors Meeting, Luiz Ildefonso Simões Lopes chaired the meeting and appointed Denise Goulart de Freitas to act as secretary. 4. AGENDA: (i) To resolve on the fifth issue of fifty thousand (50,000) simple, nonconvertible debentures, with a surety guarantee, in a single series, all of them registered and book-entry, issued by the Company, with a par value of ten thousand reais (R$10,000.00) ( Debentures ), totaling five hundred million reais (R$500,000,000.00), for public distribution with restricted distribution efforts, in accordance with Brazilian Securities and Exchange Commission (CVM) Instruction 476, of January 16, 2009, as amended ( CVM Instruction 476 ) and Offering, respectively; and (ii) to authorize the Company s Executive Board to take all of the steps necessary for the issue of these debentures. 5. RESOLUTIONS: 5.1. Following analysis and discussion of the matter contained in item (i) of the Agenda, the Board Members unanimously resolved, without restrictions, to approve the Issue and Offering, with the following characteristics and conditions: (a) (b) (c) (d) Issue Date: February 24, 2015 ( Issue Date ). Total Issue Amount: The Issue will total five hundred million reais (R$500,000,000.00) on the Issue Date. Number of Series: The Issue will be held in a single series. Number of Debentures: Fifty thousand (50,000) Debentures will be issued.
2 (e) (f) Par Value: The par value of the Debentures will be ten thousand reais (R$10,000.00) ( Par Value ) on the Issue Date. Convertibility, Type and Form: The Debentures will be simple, not convertible into shares, registered and book-entry, without the issuance of certificates. (g) Class: The Debentures will be backed by collateral, under the terms of Article 58 of Law 6404, of December 15, 1976 ( Brazilian Corporation Law ) (h) Guarantees: To ensure compliance with all obligations, principal and accessory, present or future, undertaken or to be undertaken by the Company through the Private Indenture of the 5 th Issue of Simple, Non-Convertible Debentures, with Surety Guarantee, in a Single Series, for Public Distribution with Restricted Distribution Efforts, of Brookfield Incorporações S.A. ( Indenture ), the Debentures will have the following guarantees: (a) (b) Collateral Given in Shares: Collateral given of one hundred and thirtythree million, three hundred and thirty-seven thousand, three hundred and three (133,337,303) common shares issued by Bartira Agropecuária S.A., inscribed in the roll of corporate taxpayers (CNPJ/MF) under number / ( Bartira ) and held by Bartira Agro-Industrial Ltda., inscribed in the roll of corporate taxpayers (CNPJ/MF) under number / ( Guarantor ), representing fifty percent (50%) of the total voting capital stock of Bartira ( Shares ), including all of the dividends profits, earnings, bonuses, royalties, interest on equity, distributions and other forms of equity compensation related to the Shares to be paid or distributed by Bartira to the Guarantor, under the terms of the contract of the collateral given in shares; and Deposit: Deposit to made by Brookfield Brasil Ltda., inscribed in the roll of corporate taxpayers (CNPF/MF) under number / , through which is will be bound and declare, irrevocably and irreversibly, to the holders of the Debentures, as guarantor, principal payer and jointly liable, pursuant to Article 275 and following, as well as Article 818 of Law 10406, of January 10, 2002 ( Brazilian Civil Code ) for the faithful, timely and full payment of all obligations, principal or accessory, present or future, assumed or to be assumed by the Company under the Indenture, especially the full and timely payment of the Debentures, the total amount of the Issue plus the Debenture Remuneration, Late Fees, compensatory and late interest, and including, but not limited to, fees, fines, taxes, other fees, legal or otherwise, legal fees, deposits, legal costs and fees in the court cases and extrajudicial proposals by the fiduciary agent and other expenses, as well as the reimbursement for any and all amounts disbursed due to the establishment, improvement or exercise of the rights and the enforcement of the guarantees provided and any other additional amount due to the holders of the Debentures, expressly waiving the benefits of order, 2
3 novation, rights and exoneration of any nature provided for in articles 333, sole paragraph, 364, 366, 821, 827, 834, 835, 837, 838 and 839 of the Brazilian Civil Code and in articles 77 and 595 of Law 5869, of January 11, 1973, assuming the liability for the full payment of the guaranteed obligations, under the terms of the Indenture. (i) Term and Maturity Date: The Debentures will have a term of thirty-six (36) months from the Issue Date, maturing on February 24, 2018 ( Maturity Date ). (j) (k) (l) Placement and Distribution Procedure: The Debentures will be subject to public distribution with restricted distribution under a firm placement guarantee for the totality of the Debentures, with the intermediation of financial institutions that are part of the securities distribution system ( Coordinators ), targeting qualified investors, as defined under Article 4 of CVM Instruction 476 ( Qualified Investors ). Registration for Placement and Trading: The Debentures shall be registered for (a) public distribution on the primary market through the Asset Distribution Module (MDA), managed and operated by CETIP S.A. Mercados Organizados ( CETIP ), with financial settlement made through CETIP; and (b) trading on the secondary market through Cetip21 Títulos e Valores Mobiliários, managed and operated by CETIP, with financial settlement made and the Debentures held electronically at CETIP, wherein the trading of the Debentures must always respect all applicable laws and regulations. The Debentures may only be traded (i) among Qualified Investors; and (ii) after ninety (90) days from the start of each subscription or acquisition by the Qualified Investor, as provided for in articles 13 and 15 of CVM Instruction 476, further conditioned by the Company s compliance with the obligations described in Article 17 of CVM Instruction 476 and respecting all other applicable legal provisions. Payment Location: The payments to which the debentures are entitled will be effected using the procedures adopted by the CETIP, for those Debentures held in the electronic custody of the CETIP or through the Issue bookkeeper for those Debentures that are not held in the electronic custody of the CETIP. (m) Updating and Remuneration: The Debentures will not have their Par Value monetarily restated. The Debentures will be entitled to remuneration that will include compensatory interest, levied on the Par Value, from the date of the subscription of the Debentures ( Subscription Date ) until the date of their effective payment. The Debentures will pay interest equivalent to one hundred percent (100%) of the average daily Interbank Deposit rate, extra group ( DI Rate ), calculated and disclosed on a daily basis by the CETIP, available on its website (http://www.cetip.com.br) plus a maximum surcharge of two point five percent (2.50%) per year of two hundred and fifty-two (252) business days ( Remuneration ). The Remuneration of the Debentures will be calculated exponentially and cumulatively pro rata temporis per number of business days 3
4 elapsed, on the Par Value of the unamortized Debentures, as of the Issue Date or the date of the last Capitalization Period, as defined by the Indenture, as appropriate, until the date of actual payment, based on the formula defined in the Indenture. (n) (o) (p) (q) Subscription Pricing, Form and Payment: The Debentures will be subscribed on the primary market at their Par Value. The Debentures will be fully subscribed on the Subscription Date, and payment may occur on a different and later date from the subscription ( Payment Date ). If the total or partial Debenture Payment Date takes place on a date other than the Subscription Date, the payment price will be the Par Value plus the Remuneration calculated pro rata temporis from the Subscription Date until the Payment Date, in accordance with the settlement rules applicable to the CETIP. Remuneration Payment: The Remuneration Payment relative to the Debentures will be made every six months, from the Issue Date, in the months of February and August, with the first Remuneration payment due on August 24, 2015, and so on until the final Remuneration payment, which will take place on the Maturity Date. Amortization of the Par Value: The payment of the Par Value of the Debentures will be made in three consecutive semi-annual installments pursuant to the Indenture, except in the cases of Early Maturity, as set forth in the Indenture and Optional Early Redemption, due on February 24, 2017, August 24, 2017 and on the Maturity Date, under the terms of the Indenture. Optional Early Redemption and Extraordinary Amortization: The Company may, at its sole discretion, after the Issue Date, carry out an optional total early redemption of the Debentures ( Optional Early Redemption ), or an extraordinary optional partial amortization of the Debentures ( Extraordinary Partial Amortization ), both with the payment of a premium. The amount to be paid to the holders of the Debentures through the Optional Early Redemption or the Extraordinary Amortization must be equal to the Nominal Face Value to be redeemed, plus (i) Remuneration, calculated pro rata temporis from the Subscription Date or the date of the most recent Remuneration payment; (ii) Late Fees, if applicable, and other fees due and not paid until the effective redemption date; and (iii) a premium, calculated on the total value of the Early Redemption or Extraordinary Amortization (including the additions indicated in items (i) and (ii) ) ( Premium ), equal to: Period (from the Issue Date) Premium (flat) Up to one hundred and eighty (180) days One point five percent (1.50%) From one hundred and eighty-one (181) to One point two-five percent (1.25%) three hundred and sixty (360) days From three hundred and sixty-one (361) to One percent (1.00%) five hundred and forty (540) days From five hundred and forty-one (541) to Zero point seven-five percent (0.75%) 4
5 seven hundred and twenty (720) days From seven hundred and twenty-one (721) to nine hundred (900) days From nine hundred and one (901) to one thousand and eighty (1080) days Zero point five percent (0.50%) Zero point two-five percent (0.25%) (r) (s) (t) (u) (v) Scheduled Renegotiation: There will be no scheduled renegotiation of the Debentures. Optional Acquisition: The Company may, at any time, acquire Outstanding Debentures, in accordance with paragraph 3 of Article 55 of the Brazilian Corporation Law. The Debentures acquired by the Company may, at the Company s discretion, be cancelled, held in the Company s treasury, or placed back on the market, subject to the terms of CVM Instruction 476 and other applicable regulations. The Debentures acquired by the Company to be held in treasury under the terms of this paragraph (s), if and when they are placed back on the market, will be entitled to the same Remuneration as the other Outstanding Debentures. The term Outstanding Debentures refers to all of the subscribed Debentures, excluding those held in treasury by the Company and held by the Company s direct or indirect subsidiaries and affiliates, parent company (or controlling group), companies under common control or managed by the Company, including, but not limited to, people directly or indirectly related to any of the people mentioned above. Early Maturity: The Company s obligations contained in the instruments related to the Issue must and will, as appropriate, have early maturity declared, and be immediately payable, regardless of notice, judicial or extrajudicial notification, by the trustee, upon the occurrence of events set forth in the Indenture. Late Fees: Without prejudice to the Debenture Remuneration, if there is a late payment on any amount due to the holders of the Debentures, the overdue payments will be subject to a non-compensatory fine of two percent (2%) on the amount due and nonpayment interest calculated from the date of nonpayment to the date of effective payment, at a rate of one percent (1%) per month, on the amount due, without notice, judicial or extrajudicial notification, as well as the expenses incurred for collection. Use of the Funds: The funds obtained by the Company through the Debenture Issue will be used to adjust the Company s debt profile and reinforce its working capital. (w) Other Characteristics: The other characteristics and conditions of the Debenture Issue are those specified in the Indenture Concerning item (ii) of the Agenda, the Board Members authorized the Company s Executive Board to (i) contract one or more of the financial institutions authorized to operate in 5
6 the capital markets for the public distribution of Debentures, (ii) contract the providers of Issue services, such as the trustee, the liquidating bank, the bookkeeping representative and legal advisors, among others, (iii) discuss, negotiate and define the terms and conditions of the Debentures, particularly the possibility of early maturity, and (iv) sign all of the documents and take all actions necessary to carry out the Issue. All of the actions carried out by the Company s Executive Officers related to the Issue approved under the terms of item 5.1 above are hereby ratified. 6. CLOSURE: There being no further business to discuss, the meeting was adjourned, these minutes were drawn up, read, approved and signed by the Board Members in attendance, by the Chairman and by the Secretary. Presiding Board: Luiz Ildefonso Simões Lopes Chairman; Denise Goulart de Freitas Secretary. Board Members present: Antônio Fernando de Oliveira Maia, Benjamin Michael Vaughan, George Myhal, Joel Korn, Luiz Ildefonso Simões Lopes, Marcílio Marques Moreira, Mario Cezar de Andrade, Nicholas Vincent Reade and Omar Carneiro da Cunha. Rio de Janeiro, February 6, 2015 This is a free translation of the minutes of the Board of Directors Meeting drawn up in the Company s records. Denise Goulart de Freitas Secretary 6