MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. Publicly-held Company with Authorized Capital NIRE CNPJ/MF No

Transcription

1 MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. Publicly-held Company with Authorized Capital NIRE CNPJ/MF No / Minutes of the Board of Directors Meeting held on November 17 th, Date, Time and Place: On November 17 th, 2016, at 1:00 PM, at the head office of Multiplan Empreendimentos Imobiliários S.A. ( Company ), located at Avenida das Américas, 4200, 5 th floor, Block 2, Barra da Tijuca, in the City of Rio de Janeiro, State of Rio de Janeiro. 2. Call Notice and Attendance: Meeting called in accordance with the Company's Bylaws, with the attendance of the totality of the Board of Directors members. 3. Presiding the Board: Chairman: Mr. José Paulo Ferraz do Amaral; and Secretary: Marcelo Vianna Soares Pinho. 4. Agenda: Discuss about the following matters: (i) Examination and approval of the fourth (4 th ) issuance of simple debentures, nonconvertible into shares, unsecured, to be converted into with security interest, in a sole series, of the Company, in the total amount of R$ 300,000, (three hundred million Brazilian Reais) ( Debentures ), which shall be subject to private placement to Multiplan Greenfield XII Empreendimento Imobiliário Ltda. ( Assignor and Issuance, respectively), by means of the Private Instrument of Deed of Private Issuance of Simple Debentures, Non- Convertible into Shares, of the Fourth Issuance of Multiplan Empreendimentos Imobiliários S.A. to be entered into by the Company and the Assignor ( Indenture ); (ii) Examination and approval of the execution of the Private Instrument of Assignment of Real Estate Credits and Other Covenants to be entered into by and among the Assignor, Cibrasec - Companhia Brasileira de Securitização ( Securitization Company ), and Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários ( Assignment Agreement ), by means of which the Assignor will transfer the Debentures and the credit rights arising from the Debentures, which shall be paid by the Company, plus interest accrued over the outstanding balance of the unitary face value of each Debenture as of the date of payment of the Debentures or the date of payment of interest of the Debentures immediately preceding, as the case may be, as well as any and all default charges, fines, penalties, indemnities, expenses, costs, fees, guarantees and other contractual and legal charges provided for or arising from the Indenture ( Real Estate Credits ), represented by a real estate credit note, without real estate security interest ( CCI ), issued by the Assignor in accordance with the Private Instrument of Deed of Issuance of the Real Estate Credit Note, without Real Estate

2 Security Interest, in Book Entry Form to be entered into by and between the Assignor and Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários as custodian of the CCI ( Deed of Issuance of CCI ), for the Securitization Company, in the scope of the securitization of real estate receivables related to the Real Estate Credits, to be used to back up the real estate receivables certificates of the 272 nd series of the 2 nd issuance of the Securitization Company ( CRI and Securitization, respectively), pursuant to the Term of Securitization of Real Estate Credits, to be entered into by the Securitization Company and Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários, acting as fiduciary agent and representative of the CRI holders ( Fiduciary Agent and Securitization Term, respectively), for placement in a public offering, pursuant to Instruction No. 400, enacted by the Brazilian Securities and Exchange Commission ( CVM ) on December 29, 2003, as amended ( CVM Instruction 400 ) and to Instruction No. 414, enacted by CVM, dated December 30, 2004, as amended ( Offer ); (iii) Examination and approval on the granting of the security interest of fiduciary transfer of the ideal fraction of 39.77% (thirty-nine integers and seventy-seven hundredths percent) of the real estate subject to registration No , with the 5 th Real Estate Registry of the City of Porto Alegre, State of Rio Grande do Sul ( Real Estate or BarraShoppingSul, Real Estate Fraction Fiduciary Transferred and Fiduciary Transfer, respectively) in favor of the holders of the Debentures and of the credits represented by the Debentures ( Debentures Holder ), as a security to the full and prompt payment (a) of the obligations related to the faithful, prompt and full payment, by the Company, of the outstanding balance of the Unitary Face Value (as defined below) of the Debentures, of Interest (as defined below), of prize of early redemption or extraordinary amortization, of the Default Charges (as defined below) and other charges, related to the outstanding Debentures, to the Indenture and to the other Transaction Documents (as defined below), when due, either on the respective payment dates or due to early redemption of the Debentures, of early amortization of the Debentures or early termination of the obligations arising from the Debentures, as provided for in the Indenture; (b) costs and expenses incurred and to be incurred in connection with the issuance of CRI; (c) the obligations related to any other pecuniary obligation assumed by the Company under the terms of the Debentures, of the Indenture and of the other Transaction Documents, including the obligations to pay fees, expenses, costs, charges, taxes, reimbursements or indemnification; and (d) the obligations of compensation of any and all value that the Debentures Holder, the Securitization Company, the Fiduciary Agent and/or the CRI holders, reasonable and provenly may disburse, in a justified way, pursuant to the Debentures, the Indenture and the other Transaction Documents and/or arising from the constitution, maintenance, realization, consolidation and/or execution of the Fiduciary Alienation ( Secured Obligations ), within the term and under the provisions to be set forth in the Private Instrument for the Fiduciary Transfer of Real Estate Ideal Fraction in Guarantee, to be entered into by and between the Company and the Securitization Company ( Fiduciary Transfer Agreement and, when referred along with the Indenture, the Assignment Agreement, the Dees of Issuance of CCI, the Securitization Term and the other documents related to the CRI, Transaction Documents );

3 (iv) Examination and approval to authorize the Company s Board of Officers to (a) negotiate the final terms and conditions of all documents related to the Issuance, Offer and Securitization and any amendment eventually required, including Company s obligations, events of default, early redemption conditions, extraordinary amortization conditions and early termination of the Debentures and representations and warranties to be provided, as well as to execute all documents and practice all necessary acts to the achievement of the Issuance, the Offer and the Securitization, including, but not limited to, the Transaction Documents and the Coordination, Placement and Public Offer of Real Estates Receivable Certificates, on Firm Underwriting, of the 272 nd Series of the 2 nd Issuance of Cibrasec Companhia Brasileira de Securitização, to be entered into by the Company, the Assignor, the Securitization Company and the Underwriters (as defined below) ( Placement Agreement ); (b) to hire the service providers related to the Issuance, the Offer and the Securitization, including, but not limited to, the Fiduciary Agent, legal advisors, Banco Bradesco BBI S.A., BB Banco de Investimento S.A., Banco Itaú BBA S.A. and XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A., as Offer underwriters ( Underwriters ), rating agency of the CRI and of the Company, liquidation bank, registrar, bookkeeping agent, custodian, specialized consultant to evaluate the real estate subject to the Fiduciary Transfer, independent auditors, among others; and (v) The ratification of the acts performed by the Board of Officers and other legal representatives of the Company, in accordance with the agenda herein above. 5. Resolutions: The board members resolved, unanimously and without caveat, the following matters: 5.1 Approval of the Issuance of Debentures with the following terms and conditions, which will be detailed and regulated on the Indenture: (a) Issuance Number: The Debentures represents the 4th (fourth) issuance of debentures of the Company; (b) Total Issuance Amount: The Issuance total amount will be of R$ 300,000, (three hundred million Brazilian Reais) on the Issuance Date (as defined below); (c) Number of Debentures: It shall be issued (three hundred thousand) Debentures; (d) Unitary Face Value: The Debentures will have an unitary face value of R$ 1, (one Thousand Brazilian Reais) ( Unitary Face Value ); (e) Series: The Issuance will be in a sole series;

4 (f) Form and Proof of Ownership: The Debentures shall be nominatives, bookkept, with no issuance of certificated, given that, for all legal purposes, the Debentures ownership shall be confirmed through a statement issued by the bookkeeping agent of the Debentures ( Bookkeeping Agent ); (g) Convertibility: The Debentures shall be simple, non-convertible into shares of the Company; (h) Species: The Debentures will be unsecured, according to article 58, caput, of Law No , dated December 15, 1976, as amended ( Corporations Law ), with no security interest or preference. After the Fiduciary Transfer constitution, the Debentures will be automatically converted to the species with security interest, according to article 58, caput, of Corporations Law; (i) Fiduciary Transfer: In guarantee of the full and timely payment of the Secured Obligations, it shall be constituted, in the terms to be provided in the Fiduciary Transfer Agreement, in favor of the Debentures Holder, the Fiduciary Transfer; (j) Use of Proceeds: The proceeds arising from the Issuance shall be used by the Company, directly or through its controlled companies, until the Maturity Date (as defined below), for the acquisition, and/or construction, and/or expansion, and/or revitalization, and/or development of shopping centers and/or real estate developments, in accordance with the Company s corporate purpose, as described in the Indenture ( Developments ). The Company may amend the percentage indicated in the Indenture as the proportion of the proceeds arising from the Debentures to be used to each Development, through an amendment to the Indenture, and such amendment will not be subject to approval by the Debentures Holder; (k) Issuance Date: For all legal purposes, the issuance date of the Debentures will be the one set forth in the Indenture ( Issuance Date ); (l) Term and Maturity Date: Except for the events of early redemption of the Debentures or early termination of the obligations arising from the Debentures, under the terms set forth in the Indenture, the term of the Debentures shall be of six (6) years as of the Issuance Date ("Maturity Date"); (m) Unitary Face Value Payment: Regardless to payments due to early redemption of the Debentures, early amortization of the Debentures or early termination of the obligations arising from the Debentures, under the terms set forth in the Indenture, the Unitary Face Value of the Debentures shall be paid in one (1) single installment, on the Maturity Date;

5 (n) Monetary Update: The outstanding balance of the Unitary Face Value of the Debentures will not be monetarily updated; (o) Interest: The outstanding balance of the Unitary Face Value of each Debenture shall bear interest corresponding to a certain percentage, to be defined according to the procedure of collection of investment intentions conducted by the Underwriters within the scope of the Offer, pursuant to paragraphs 1 and 2 of article 23 and article 44 of CVM Instruction 400 ( Bookbuilding Procedure ), and, in any case, limited to 99,50% (ninety-nine point five percent), of the cumulative variations of the daily average rate of DI Interbank Deposits (DI Depósitos Interfinanceiros) of one day over extra group, expressed as percentage per year, on a 252 (two hundred and fifty two) business days basis, daily calculated and published by CETIP S.A. Mercados Organizados, in the daily bulletin on its website ( ( CDI Rate and "Interest", respectively), calculated in an exponential cumulative basis, pro rata temporis for each business day elapsed, as of the Payment Date or the immediately previous Interest Payment Date, until the date of its effective payment. The Interest shall be calculated according to the formula set forth in the Indenture; (p) Place of Payment: The payments related to the Debentures and any other amounts eventually due by the Company, shall be performed by the Company, by means of credit in the bank account(s) held by the Debentures Holder which is(are) informed in writing by the Debentures Holder to the Company, and, in the case of the Debentures held by the Securitization Company, the payment shall be held exclusively in the Bank Account of the Separate Asset (Conta do Patrimônio Separado), as defined in the Indenture; (q) Extension of Terms: The terms for the payment of any obligation set forth in the Indenture shall be considered extended until the 1 st subsequent business day, if its maturity coincides with a day that is not a business day, not being due any increase in the amounts to be paid; (r) Default Charges: In case of delay in payment of any amount owed by the Company to the Debentures Holder pursuant to the Indenture, any and all amounts in delay, shall be subject to, regardless of notice, notification or judicial or extrajudicial demand, (i) Interest, calculated pro rata temporis as of the Payment Date or the immediately previous Interest Payment Date, until the date of its effective payment; (ii) default interest at the rate of 1% (one percent) per month calculated pro rata temporis as of the default date until the date of its effective payment; and (iii) non-compensatory penalty of 2% (two percent) ("Default Charges"); (s) Placement Regime: The Debentures will be privately placed, without the intermediation of institutions that are part of the securities distribution system, and are therefore not subject to registration with the CVM as referred to in article 19 of Law

6 No. 6,385, of December 7, 1976, as amended, and to registration with ANBIMA Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais; (t) Negotiation: The Debentures will not be registered for negotiation on any regulated market of securities. The Debentures may not, in any form, be assigned, sold or transferred, except for (i) the transfer between the Assignor and the Securitization Company within the scope of the Securitization; or (ii) in case of eventual liquidation of the CRI separate asset, under the terms to be provided in the Securitization Term. The transfer of Debentures ownership shall observe the Bookkeeping Agent procedures; (u) Form of Subscription and Payment: The Debentures will be subscribed through the execution of the subscription bulletin and paid on the date of payment of the respective CRI ( Payment Date ), promptly, in cash, in Brazilian currency, and the payment price of the Debentures shall correspond to the Unitary Face Value; (v) Events of Default: Subject to the terms and conditions to be set forth in the Indenture, the Debentures and all obligations pursuant to the Indenture may be considered early terminated, in which case the Debentures Holder may demand the immediate payment, by the Company, of the debt balance of the Unitary Face Value, increased by Interest, calculated on a pro rata temporis basis as of the Payment Date or the immediately previous Interest Payment Date, as the case may be, until the date of its effective payment, without prejudice, as the case may be, of charging the Default Charges, subject to the automatic and non-automatic early termination events, to be set forth in the Indenture, considering the curing period, as applicable (each one of them, the Events of Default ); (w) Early Redemption: The Company may, at its sole discretion, perform, at any time as of the beginning of the 2 nd year from the Issuance Date, inclusive, and with prior notice to the Debentures Holder and the Bookkeeping Agent, of ten (10) business days of the date of the event, the early redemption of the totality (being prohibited the partial redemption) of the Debentures, with the consequent cancellation of such Debentures, upon payment of the outstanding balance of the Unitary Face Value of the Debentures, plus Interest, calculated on a pro rata temporis basis as of the Payment Date or the immediately previous Interest Payment Date, as the case may be, until the date of its effective payment, plus a prize over the amount of the early redemption (for the purpose of calculating the prize, the amount of early redemption means the debt balance of the Unitary Face Value of the Debentures, plus Interest, calculated on a pro rata temporis basis as of the Payment Date or the immediately previous Interest Payment Date, until the date of its effective payment), corresponding to: (i) 3.00% (three percent) flat, in case the early redemption occurs between the 13 th and the 24 th month; (ii) 2.00% (two percent) flat, in in case the early redemption occurs between the 25 th and the 36 th month; (iii) 1.50% (one point five percent) flat, in

7 case the early redemption occurs between the 37 th and the 48 th month; (iv) 1.00% (one percent) flat, if the early redemption occurs between the 49 th and the 60 th month, and (v) 0.50% (zero point five percent) flat, if the early redemption occurs between the 61 st month and the Maturity Date; (x) Extraordinary Amortization: The Company may, at its sole discretion, perform, at any time as of the beginning of the 2 nd year from the Issuance Date, inclusive, and with prior notice to the Debentures Holder and the Bookkeeping Agent, of ten (10) business days of the date of the event, the extraordinary amortization of the outstanding balance of the Unitary Face Value of the Debentures, upon payment of installment of the outstanding balance of the Unitary Face Value, plus Interest, calculated on a pro rata temporis basis as of the Payment Date or the immediately previous Interest Payment Date, until the date of its effective payment, plus a prize over the amount of the extraordinary amortization (for the purpose of calculating the prize, the amount of extraordinary amortization means the outstanding balance of the Unitary Face Value of the Debentures, plus Interest, calculated on a pro rata temporis basis as of the Payment Date or the immediately previous Interest Payment Date, until the date of its effective payment), corresponding to: (i) 3.00% (three percent) flat, in case the extraordinary amortization occurs between the 13 th and the 24 th month; (ii) 2.00% (two percent) flat, in in case the extraordinary amortization occurs between the 25 th ant the 36 th month; (iii) 1.50% (one point five percent) flat, in case the extraordinary amortization occurs between the 37 th and the 48 th month; (iv) 1.00% (one percent) flat, if the extraordinary amortization occurs between the 49 th and 60 th months, and (v) 0.50%(zero point five percent) flat, if the extraordinary amortization occurs between the 61 st month and the Maturity Date; (y) Optional Acquisition: The Company may not acquire outstanding Debentures; and (z) Other Aspects of the Issuance: The other aspects of the Issuance will be set forth in the Indenture Approve the execution of the Assignment Agreement, by means of which the Assignor will transfer the Debentures and the Real Estate Credits, represented by the CCI, to the Securitization Company, which intends to acquire the Debentures and the Real Estate Credits with the purpose of backing up the CRI within the scope of the Securitization and the Offer, as well as approve the assumption of all duties and obligations assigned to the Company under the Assignment Approve the granting of the security interest of Fiduciary Transfer of the Real Estate Fraction Fiduciary Transferred, in favor of the Debentures Holder, to secure the full and prompt payment of the Secured Obligations, in the terms to be provided in the Fiduciary Transfer Agreement.

8 5.4. Approve the authorization for the Company s Board of Officers to (a) negotiate the final terms and conditions of all documents related to the Issuance, Offer and Securitization and any amendment eventually required, including Company s obligations, events of default, early redemption conditions, extraordinary amortization conditions and early termination of the Debentures and representations and warranties to be provided, as well as to execute all documents and practice all necessary acts to the achievement of the Issuance, the Offer and the Securitization, including, but not limited to, the Transaction Documents and the Placement Agreement; (b) to hire the service providers related to the Issuance, the Offer and the Securitization, including, but not limited to, the Fiduciary Agent, legal advisors, Underwriters, rating agency of the CRI and of the Company, liquidation bank, registrar, bookkeeping agent, custodian, specialized consultant to evaluate the real estate subject to the Fiduciary Transfer, independent auditors, among others Ratify all the acts performed by the Board of Officers and other legal representatives of the Company, in accordance with the above resolutions. 6. Approval and Execution of the Minutes: With no further issue to be addressed, these minutes were approved as per Article 17, 2 nd paragraph and Article 19 of the Company s Bylaws, and were duly signed by the members of the Board of Directors who attended the meeting. The members of the Board of Directors Messrs. José Carlos de Araújo Sarmento Barata, Leonard Peter Sharpe, John Michael Sullivan and Duncan George Osborne sent their vote in writing. Rio de Janeiro, November 17 th, Marcelo Vianna Soares Pinho Secretary