By Laws

Article 1. Name. The name of the corporation is BR PROPERTIES S.A., hereinafter referred to as the “Company”.

Sole Paragraph. With the admission of the Corporation in a special listing segment named New Market of BM& FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”), the Corporation, its shareholders, managers and members of the Fiscal Council, when installed, shall be subject to the provisions of the New Market Listing Regulation of BM&FBOVESPA (“New Market Rules”).

Article 2. Registered Office, Branches and Other Offices. The Company’s main place of business is located at Avenida das Nações Unidas, No. 12.495, Centro Empresarial Berrini, Torre A – Torre Nações Unidas, 18º andar, escritório 181, Brooklin Novo, in the city of São Paulo, state of São Paulo (zip code 04578-000). The Company’s branches and other offices may be opened or closed upon approval of the Board of Directors.

Article 3. Purposes. The Company‘s corporate purposes are: (i) the purchase, sale and development of commercial properties constructed or to be constructed; (ii) the administration of own or third-party properties; (iii) the rental, commercial exploration, leasing and sub-leasing of own or third-party commercial properties, including built-to-suit commercial properties by the Company; (iv) the rendering of business advisory services; and (v) the investment in companies, associations, real estate investment fund or equity investment fund.

Paragraph 1. The activities described under items (i) to (iii) of the preamble of this article shall be carried out in relation to business properties, multiple-purpose units, fractions of business properties, land or fractions of land, all located in Brazil, primarily business and office buildings and floors, retail stores and warehouses.

Paragraph 2. The Company is not obliged to hold an asset for any minimum period of time, being entitled to sell it as fast as understood for the benefit of Company’s interests.

Article 4. Duration. Company shall have an indefinite term of duration.

Article 5. Capital Stock. The capital stock of the Company is of R$ 3,314,456,624.79 (three billion, three hundred and fourteen million, four hundred and fifty-six thousand, six hundred twenty-four reais and seventy-nine cents), divided into 407,135,283 (four hundred and seven million, one hundred thirty-five thousand, two hundred and eighty-three) book-entry common shares with no par value.

Paragraph 1. Vote per Share. The Capital stock is exclusively represented by common shares and each common share representing the Capital stock shall entitle to the holder thereof the right to one vote in the General Meeting‘s resolutions.

Paragraph 2. Book-entry and Nominative Shares. The Company‘s book-entry and nominative shares shall be held in deposit accounts on behalf of the holders thereof, before the financial institution authorized by the Brazilian Exchange and Securities Commission (“CVM”). In accordance with the maximum limits set forth by CVM, the transfer and registration costs, as well as the service expenses related to the book-entry shares shall be charged directly against the shareholder by the depository institution, as set forth in the share bookkeeping agreement.

Paragraph 3. Authorized Capital. The Board of Directors may increase the Capital stock up to 650,000,000 (six hundred and fifty million) shares, regardless of the statutory reorganization or approval by the shareholders; moreover, the Board of Directors may also establish the terms, conditions, issuance price and payment method for the new shares to be issued.

Paragraph 4. Exclusion of the Preemptive Right. As set forth in Article 172, of Law No. 6,404/76 (“Brazilian Corporate Law”), the issuance of shares for Capital stock increase, debentures convertible into shares or subscription bonus, the placement of which is performed through the sale in stock exchanges or public subscription, may exclude the preemptive rights of the former shareholders, or reduce the exercise period of these preemptive rights.

Paragraph 5. Stock Option Plans. The Board of Directors may, in accordance with the plan approved by the General Meeting, grant options to the Company`s directors, executive officers and employees for the acquisition or subscription of shares representing the company‘s Capital stock, with no preemptive rights to the other Company‘s shareholders.

Paragraph 6. Interest in Arrears against the Subscriber. in the event the subscriber fails to undertake the payment of the subscribed shares, as set forth in the respective subscription bulletin or in accordance with the capital increases requested, the subscriber shall be subject to interest in arrears, as set forth in Articles 106 and 107 Brazilian Corporate Law, being subject to the payment of fines equivalent to 10% (ten percent) of the total subscription price, plus interest at the rate of 12% (twelve per cent) per year and monetary adjustment based on the general market price index, published by Getúlio Vargas Foundation.

Paragraph 7. Founders‘ shares and Preferred Shares. The Company shall not issue founder‘s shares and/or preferred shares.

Article 6. Reimbursement due to Dismissal. As set forth in Article 45 of the Brazilian Corporate Law, the amount to be paid to the shareholders with dismissal rights shall be calculated based on the Company‘s economic value, in the event the economic value is lower than the shareholders‘ equity recorded in the balance sheet approved by the last General Meeting. The shareholders’ equity shall be used to calculate the shareholders’ reimbursements in the event the reimbursement is lower than the Company’s economic value.

Article 7. General Meeting. The General Meeting shall be entitled with powers to resolve all matters related to the Company‘s corporate purposes, as well as approve any resolutions or measures deemed appropriate for the Company‘s protection and development of the corporate purposes. Except for the exceptions set forth in applicable law, and in accordance with these Bylaws, the General Meeting‘s matters shall be resolved by the majority, not including the abstentions and votes in blank.

Paragraph 1. Ordinary and Extraordinary General Meetings. The Ordinary General Meeting shall be held during the 4 (four) first months following the termination of the year. The Extraordinary General Meeting shall be held according to the Company‘s interests and under applicable Law.

Paragraph 2. Board. The General Meeting shall be held by the Board of Directors’ Chairman, who shall preside the meeting. In the absence of the Chairman, another member of the Board of Directors or another shareholder shall assume this function. The Chairman shall appoint one or more secretaries.

Paragraph 3. Matters under Responsibility of the General Meeting. Without prejudice to the other measures set forth in applicable law, the General Meeting shall undertake the following measures:

  • implement the stock option or subscription plan to the directors, executive officers and employees;
  • delist from the Novo Mercado segment of BM&F BOVESPA (“Novo Mercado”);
  • select the specialized company responsible for the preparation of the appraisal report of the Company‘s shares, in the event of cancellation of the registry as a publicly-held company before the CVM, delist from Novo Mercado or as set forth in Article 24 hereof, amongst the three companies indicated by the Board of Directors; and
  • approve the cancellation as a publicly-held company, as set forth in Article 26th hereof.

General Rules
Article 8. Management. The Company shall be managed by the Board of Directors and Executive Board.

Sole Paragraph. Public Meeting. The Company and its directors and executive officers shall, at least once a year, held a public meeting with the analysts and any other interested persons in order to disclose the information on the Company‘s economic and financial condition, projects and estimates.

Article 9. Directors and Executive Officers‘ Com pensation. The General Meeting shall determine the global compensation of the Company‘s directors and executive officers. In the event the global compensation is established by the General Meeting, the Board of Directors, as set forth in Paragraph 1, Article 12, shall be responsible for the distribution of this global compensation amongst the members of the Board of Directors and Executive Board.

Board of Directors

Article 10. Composition and Mandate. The Company’s Board of Directors shall be comprised by, at least, five (5) and, at most, seven (7) effective members, with two-year terms, reelection being permitted.

Paragraph 1. Independent Directors. At least 20% (twenty percent) of the Board of Directors shall be comprised by Independent Directors, according to the definition of the Novo Mercado Regulation and they shall be expressly indicated as such in the minutes of the General Meeting in which they were elected. In the event of, based on this percentage, the number of directors results in a fraction, such fraction shall be rounded to an integer number: (i) promptly above, in the event the fraction is equal or greater than 0.5 (zero point five); or (ii) promptly below, in the event the fraction is lower than 0.5 (zero point five).

Paragraph 2. As set forth in the Bylaws, the term “Independent Director” means the member of the Board which: (i) has no relationship with the Company, except the investment in the Capital stock; (ii) has no controlling shareholder (as set forth in Article 22, Paragraph 2, item “b” of these Bylaws), spouse or relative up to the second degree, which is or was not, over the last 3 (three) years subject to the Company or entity related to the Controlling Shareholder; (iii) was not, over the last 3 (three) years, employee or executive officer of the Company, the Controlling Shareholder or subsidiary of the Company; (iv) was not direct or indirect supplier or purchaser of services and/or products of the Company, to an extent which would affect the Company‘s independency; (v) was not employee or administrator of the Company or entity which was offering or demanding services and/or products to the Company; (vi) was not spouse or relative up to the second degree of any of the Company‘s administrator; (vii) does not receive another compensation from the Company in addition to that resulting from its activities as a director (cash from investment in the Capital stock was excluded from this limitation). An Independent Director is the one elected in accordance with Article 141, Paragraph 4 and Paragraph 5 of the Brazilian Corporate Law.

Paragraph 3. Investiture. The investiture of the Board of Directors‘ members shall be subject to the execution of the respective term, which term shall be drafted into the Minutes Book of the Board of Directors‘ Meeting, and to the Administrators‘ Adherence Term, as set forth in the Novo Mercado Regulation, as well as compliance with applicable legal requirements.

Paragraph 4. Chairman. The Board of Directors shall be comprised of one Chairman and one Vice-Chairman to be elected amongst its members. The Vice-Chairman shall replace the Chairman in the event of absence of the latter. The positions of Chairman of the Board of Directors and of the Company‘s Chief Executive Officer or main executive officer cannot be held by the same person.

Paragraph 5. Absence of Directors. In the event of dismissal, waiver, replacements, permanent impediment or any other event resulting in the absence of the Director, the substitute thereto may be elected by the remaining members and shall be effective until the following Ordinary General Meeting of the Company, which shall resolve on his/her election.

Paragraph 6. Impediment. Absent directors may indicate another member of the Board of Directors to act as the representative of the meeting, which representative shall vote in accordance with the instructions received from the absent director. In the event no other member of the Board was indicated as the representative of the absent director, the alternate of such director shall be entitled with the right to participate and vote at the meeting.

Paragraph 7. Expense Reimbursement. The Company shall reimburse the directors for reasonable expenses (including travel and accommodation expenses) incurred in connection with the exercise of their activities on behalf of the Company, including the attendance to the Board‘s meetings and committees.

Article 11. Board of Directors’ Meetings. The Board of Directors shall meet on a quarterly basis and whenever requested by any director, upon notice submitted to the other directors within, at least, 10 (ten) years before such meeting. The agenda, including all matters to be discussed at the meeting, as well as all supporting documentation reasonably deemed necessary to assure the adequate resolution shall be submitted to the directors within 5 (five) days before such meeting. Prior to the realization of any General Meeting to resolve about the matters under the exclusive responsibility of the Shareholders, the Board of Directors shall request a meeting to discuss such matters.

Paragraph 1. Valid Meeting. The meeting shall be considered valid even as regards to those cases in which the request notice and/or agenda were not previously provided in accordance with the caput, provided that all directors attend to the meeting and all such directors declare, in writing, in the meeting‘s minutes, that the lack of such agenda did not affect the votes at the meeting.

Paragraph 2.Board of Directors’ Decisions. The decisions of the Board of Directors at the meetings thereof shall be made through the vote of the majority members in attendance.

Paragraph 3. Attendance to the Meetings. The Directors shall attend to the Board of Directors’ Meetings through telephone conference, video conference or any other electronic communication media which would allow the identification of the Director and the simultaneous communication with all other persons who attended to the meeting, being such director considered present at the meeting and the vote of which shall be confirmed by means of a notice in writing addressed to the secretary of the meeting through a letter, facsimile or email, immediately upon the conclusion of the meeting. Once such declaration is received, the secretary of the meeting shall be entitled with full powers to execute the meeting’s minutes on behalf of the director.

Article 12. Board of Directors’ ApprovalBoard of Directors’ Approval. The performance by the Company of the measures set forth hereunder shall be approved by the Board of Directors, in accordance with the following Paragraph s. Whenever, in case of conflict of interests, one or more directors are not able to vote any matter set forth in this Article, the votes of such directors under such situation of Conflict of Interests shall not be included in the determination of the quorum for such resolution.

Paragraph 1 – Powers. Without prejudice to the other matters set forth in applicable law or in these Bylaws, the Board of Directors shall approve the following:

  1. Company‘s Capital stock increase and issuance of subscription bonus, in both cases, in accordance with the Company‘s authorized Capital stock;
  2. third-party transactions, of any nature, in accordance with the provisions set forth in this Article;appointment and replacement of the independent auditors or other Company‘s auditors;
  3. appointment and replacement of the independent auditors or other Company’s auditors;
  4. any relevant change in the accounting policies and practices for the disclosure of the Company‘s information, except when required by the accounting principles generally accepted or under applicable law or normative act;
  5. business plan, annual operational budget and respective changes, as well as the expenses not estimated in the budget;Company‘s general and administrative costs and expenses above the annual budget estimates;
  6. creation of any indebtedness for money borrowed, or the grant of any guarantees, liens or other security interests in respect thereof, except to the extent contemplated in the annual budget as approved in advance by the Board of Directors;
  7. acquisition of shares issued by the Company, subject to burdens, to be held in treasury or cancelled, in accordance with CVM regulations;
  8. assumption of any type of indebtedness or rendering of guarantees, burden or other security rights related to such indebtedness, except for the estimates included in the annual budget approved previously by the Board of Directors;
  9. except for the statements in the annual budget previously approved by the Board of Directors to approve the liquidation, sale, assignment or any other disposition by the Company and / or its affiliates, (a) any property, subject to paragraph 2 of Article 3; or (b) non-financial assets, if such transactions represent, in an operation or a series of operations related to each other, an amount equivalent to or greater than five million reais (R$ 5,000,000.00);
  10. in accordance with the plans approved by the General Meeting, the granting of the stock option plans to the Company‘s directors, executive officers and employees;
  11. resolve on the issuance of debentures convertible or not into common shares of the Company, setting forth the issuance conditions, including the price and payment term, provided that, in the case of issuance of debentures convertible into common shares of the Company, the Board of Directors shall establish the limit for the capital increase arising out of the conversion of debentures, in capital stock amount or in number of shares, in compliance with the limits of authorized capital set forth in Article 5 hereof;
  12. determination of the profits to be allocated to the Company‘s directors, executive officers and employees;
  13. approval of the formation or termination of the Company‘s subsidiaries;
  14. except for the constant transaction in the annual budget previously approved by the Board of Directors investments (including but not limited to, acquisitions, mergers, association agreements or joint ventures), the Company and / or its affiliates, if such investments (a) Represent, in an operation or a series of related transactions, an amount equivalent to or greater than R$ 100,000,000.00 (one hundred million reais) (including debts assumed in a given transaction, whether existing or contracted for such purpose);
  15. approval of measures to allow a third party to become the holder of a corporate interest in a subsidiary to which the Company allocates its investments in connection with the Company‘s corporate purposes;
  16. determination of purposes, policies and basic guidelines for the Company‘s general business guidelines;
  17. election and dismissal of the executive officers, as well as the determination of compensation, duties and powers, in accordance with the limitations set forth at the General Meeting;
  18. presentation to the General Meeting of the proposal to allocate the Company‘s net profits;
  19. declare to be favorable or contrary in relation to any public offer of acquisition of stocks whose target are the stocks issued by the Company, by means of prior justified opinion, announced within fifteen (15) days of the publication of the invitation for public offer of acquisition of stocks, which shall include at least (i) the convenience and opportunity of the public offer of acquisition of stocks regarding the interest of the group of stockholders and in relation to the liquidity of the securities they own; (ii) the repercussions of the public offer of acquisition of stocks over the interests of the Company; (iii) the strategic plans announced by the party making the offer in relation to the company; (iv) other points which the Board of Directors consider relevant, as well as the information required by the applicable rules established by CVM;
  20. definition of the three companies specialized in the companies‘ economic evaluation, for the preparation of the appraisal report of the Company‘s shares, in the event of public offer for acquisition of shares for the cancellation of the Company‘s registry as a publicly-held company or delisting from the Novo Mercado segment.
  21. except for the constant transaction in the annual budget previously approved by the Board of Directors to approve the participation of the Company and / or its affiliates in the capital of other companies, in Brazil or abroad, including by contribution of assets of the Company and / or its affiliates and Subsequent contributions;
  22. initiate a judicial dispute, an arbitration or any other form of litigation involving the Company (“Dispute”) in an amount equal to or greater than R $50,000,000.00 (fifty million reais) or enter into agreement in disputes in an amount equal to or greater than R $ 50,000 .000,00 (fifty million reais).

Paragraph 2 – Matters Subject to the General Meeting. The Board of Directors shall previously declare its opinion on any matter submitted for approval by the General Meeting, and the Board of Directors shall issue a favorable or unfavorable opinion.

Article 13 – Advisory Committees. The Board of Directors shall approve the creation of advisory committees to advise and guide the directors. The Board of Directors shall be entitled with powers to determine the composition of these committees, as well as establish the respective duties and compositions thereof.

Executive Board

Article 14 – Executive Board. The Executive Board shall represent and manage the Company on a regular basis.

Paragraph 1 – Composition. The Executive Board shall be comprised of, at least, 2 (two) members and, at most, 6 (six) members, being one CEO, one CFO, which shall also be the Investor Relations Officer, and the other executive officers, with no specific duties.

Paragraph 2 – The duties of each director shall be established by the Board of Directors upon his/her election, according to Article 143, item IV, of the Brazilian Corporate Law.

Paragraph 3 – Investiture. The investiture of Executive Officers members shall be subject to the execution of the respective term, which term shall be drafted into the Minutes Book of the Executive Board’s Meeting, and to the Administrators‘ Adherence Term, as set forth in the Novo Mercado Regulation, as well as compliance with applicable legal requirements.

Paragraph 4 – Mandate. The members of the Executive Board shall have three-year terms, unless the Board of Directors establishes a smaller term, reelection being permitted. The executive officers‘ mandate shall be automatically extended upon the respective termination thereof until the period the Board of Directors is able to elect the new executive officers or determine the renewal of the terminated mandates.

Article 15 – Company Representation. Except for the cases set forth in these Bylaws, any measure which would represent any responsibility or obligation, of any nature, against the Company, shall be executed by 2 (two) executive officers.

Article 16 – Proxies. The proxies on behalf of the Company (i) shall be granted by 2 (two) executive officers; (ii) shall include details of the powers granted; and (iii) shall be effective for no more than 1 (one) year. Except for this rule, the proxies granted for ad judicia representation, representation in arbitration procedures or representation in administrative procedures at the federal, state or municipal levels, inclusive before the respective bodies and foundations, shall be granted by a single executive officer and for an undetermined effective period.

CHAPTER V – Fiscal year and profit sharing

Article 17 – Fiscal Year. The Company‘s fiscal year commences in January 1 and terminates in December 31 of each year.

Paragraph 1 – At the year ended, the Executive Board shall prepare, in accordance with the applicable legal provisions, the following financial statements: (a) balance sheet; (b) statement of income; (c) statement of changes in shareholders` equity; (d) statement of cash flows; (e) statement of added value; and (f) notes to the financial statements.

Paragraph 2 – Together with the financial statements for the year, the Board of Directors shall provide to the Ordinary General Meeting the proposal on the allocation of net income, as set forth in these Bylaws and applicable Law.

Article 18 – Dividends. The shareholders shall be entitled with the right to receive, each year, as dividends, the minimum mandatory dividend of 25% (twenty-five percent) on the net income, with the following adjustments:

  1. addition of the amounts resulting from the reversal, in the year, of the reserves for contingencies, previously established;
  2. reduction of the amounts allocated, in the year, to the legal reserve and reserves for contingencies; and
  3. whenever the value of the mandatory minimum dividend exceeds the realized portion of the net income for the year, the management may propose, and the General Meeting shall approve, the allocation of the exceeding value to the unrealized revenue reserve (Article 197 of the Brazilian Corporate Law, with the wording provided by Law 10,303/01).

Paragraph 1 – The General Meeting may establish the profit sharing to the Managers, in accordance with the applicable legal limits. The payment of such profit sharing shall be subject to the payment of the mandatory dividends to the shareholders, as set forth in this Article.

Paragraph 2 – The General Meeting may resolve on, at any time, the distribution of dividends through pre-existing profit reserves.

Paragraph 3 – The Company may prepare semiannual or interim balance sheets. The Board of Directors may determine the distribution of dividends to be discounted from the revenues recorded in such balance sheets. The Board of Directors may also declare interim dividends to be discounted from the retained earnings or revenue reserves existing on such balance sheets or on the last annual balance sheet.

Paragraph 4 – The Board of Directors may pay or credit interest on own capital, ad referendum of the Ordinary General Meeting which evaluated the financial statements for the year as regards to which such interest on own capital was paid or credited.

Article 19 – Statutory Reserve. Up to 5% (five percent) of the adjusted net income may be allocated to a Special Reserve to reinforce working capital and finance maintenance, expansion and development of the activities comprising the corporate purpose of the Company, which balance, together with the other profit reserves, except for contingencies, of tax incentives and profits to be performed, may not exceed the amount of the capital stock.

Sole Paragraph : Capitalization of Reserves. The General Meeting shall approve the capitalization of reserves recorded in the semiannual or interim balance sheets.

Article 20 – Monetary Adjustment, Interest and Reversal to the Company. The interest on own capital, as well as the dividends, shall be paid to the shareholders under applicable law. The monetary adjustment and/or interest on such amounts shall solely be paid upon determination of the proper General Meeting or Board of Directors‘ Meeting. The payment of interest on own capital or dividends shall be reversed on behalf of the Company, in the event such interest on own capital or dividends are not exercised by the shareholders within 3 (three) years as from the respective payment date.

Article 17 – Fiscal Year. The Company‘s fiscal year commences in January 1 and terminates in December 31 of each year.

Paragraph 1 – At the year ended, the Executive Board shall prepare, in accordance with the applicable legal provisions, the following financial statements: (a) balance sheet; (b) statement of income; (c) statement of changes in shareholders` equity; (d) statement of cash flows; (e) statement of added value; and (f) notes to the financial statements.

Paragraph 2 – Together with the financial statements for the year, the Board of Directors shall provide to the Ordinary General Meeting the proposal on the allocation of net income, as set forth in these Bylaws and applicable Law.

Article 18 – Dividends. The shareholders shall be entitled with the right to receive, each year, as dividends, the minimum mandatory dividend of 25% (twenty-five percent) on the net income, with the following adjustments:

addition of the amounts resulting from the reversal, in the year, of the reserves for contingencies, previously established;
reduction of the amounts allocated, in the year, to the legal reserve and reserves for contingencies; and
whenever the value of the mandatory minimum dividend exceeds the realized portion of the net income for the year, the management may propose, and the General Meeting shall approve, the allocation of the exceeding value to the unrealized revenue reserve (Article 197 of the Brazilian Corporate Law, with the wording provided by Law 10,303/01).
Paragraph 1 – The General Meeting may establish the profit sharing to the Managers, in accordance with the applicable legal limits. The payment of such profit sharing shall be subject to the payment of the mandatory dividends to the shareholders, as set forth in this Article.

Paragraph 2 – The General Meeting may resolve on, at any time, the distribution of dividends through pre-existing profit reserves.

Paragraph 3 – The Company may prepare semiannual or interim balance sheets. The Board of Directors may determine the distribution of dividends to be discounted from the revenues recorded in such balance sheets. The Board of Directors may also declare interim dividends to be discounted from the retained earnings or revenue reserves existing on such balance sheets or on the last annual balance sheet.

Paragraph 4 – The Board of Directors may pay or credit interest on own capital, ad referendum of the Ordinary General Meeting which evaluated the financial statements for the year as regards to which such interest on own capital was paid or credited.

Article 19 – Statutory Reserve. Up to 5% (five percent) of the adjusted net income may be allocated to a Special Reserve to reinforce working capital and finance maintenance, expansion and development of the activities comprising the corporate purpose of the Company, which balance, together with the other profit reserves, except for contingencies, of tax incentives and profits to be performed, may not exceed the amount of the capital stock.

Sole Paragraph : Capitalization of Reserves. The General Meeting shall approve the capitalization of reserves recorded in the semiannual or interim balance sheets.

Article 20 – Monetary Adjustment, Interest and Reversal to the Company. The interest on own capital, as well as the dividends, shall be paid to the shareholders under applicable law. The monetary adjustment and/or interest on such amounts shall solely be paid upon determination of the proper General Meeting or Board of Directors‘ Meeting. The payment of interest on own capital or dividends shall be reversed on behalf of the Company, in the event such interest on own capital or dividends are not exercised by the shareholders within 3 (three) years as from the respective payment date.

Article 21 – Fiscal Council. The Fiscal Council shall be established as requested by the shareholders, on a non-permanent basis, under applicable law. When installed, the Fiscal Council shall be comprised of 3 (three) effective members, and the same number of alternates, which members shall exercise their duties up to the first Annual Shareholders’ Meeting held after the respective election of such members, reelection allowed.

Paragraph 1 – The investure of the Fiscal Council´s members shall be subject to the execution of the respective term in the Minutes‘ Book of the Fiscal Council´s Meeting, and to the Adherence Term of the Fiscal Council´s Members, in connection with the Novo Mercado Regulation, as well as compliance to the applicable legal requirements.

Paragraph 2 – The compensation of the Fiscal Council´s members shall be determined by the Annual Shareholders’ Meeting.

Paragraph 3 – The Fiscal Council´s obligations are determined by applicable law

Article 22 – The disposal of the Company‘s Shareholding Control, directly or indirectly, both by means of a single transaction or by means of successive transactions, shall be contracted under suspensive or resolutive condition that the purchaser of the Control is obligated to undertake the public offering for the acquisition of the other shares held by the other Company‘s shareholders, in accordance with the conditions and terms set forth in applicable legislation and Novo Mercado Regulation, in order to assure the same conditions granted to the Selling Controlling Shareholder.

Paragraph 1º- The public offering referred to in this Article shall also be performed under the following cases:

in the event of burden levied on the subscription rights or option for acquisition of shares or other bonds or rights related to the marketable securities convertible into shares, or which would represent subscription or acquisition rights, as the case may be, resulting in the disposal of the Company‘s Shareholding Control; and
in case of disposal of control of the company(ies) that holds the Power of Control of the Company, being, in this case, the Controlling Disposing Shareholder being obliged, in this case, to declare to BM&FBOVESPA the value assigned to the Company in this disposal and to attach documentation proving it.
Paragraph 2 – For purposes of this Bylaws, the terms with capital letters shall have the following meanings (and the other terms with capital letters and not expressly defined shall have the meanings attributed to them in the Novo Mercado Regulation):

“Acquiring Shareholder” means any person (including, among others, any individual or legal entity, investment fund, closed investment fund, securities portfolio, universal rights, or other type of organization, resident, domiciled or headquartered in Brazil or abroad), or Shareholders Group;
“Controlling Shareholder” has the meaning set forth in the Novo Mercado Regulation;
“Selling Controlling Shareholder” has the meaning set forth in the Novo Mercado Regulation;
“Outstanding Shares” has the meaning set forth in the Novo Mercado Regulation;
“Derivatives” means the derivatives convertible into shares issued by the Company and/or upon the payment in current currency, traded in the stock exchanges, organized over-the-counter market or private market, the derivatives backed by shares or any other marketable security issued by the Company.
“Group of Shareholders” means the group of two or more people: (a) connected by contracts or agreements of vote of any nature, either directly or by means of Subsidiaries, Controlling Companies or under Common Control; or (ii) among which there is relation of Control; or (iii) under Common Control;.
“Other Corporate Rights” means (i) usufruct or trust on the shares issued by the Company; (ii) call options, subscription or exchange, on any account, which could result in the acquisition of shares issued by the Company; or (iii) any other right which would assure, on a temporary or permanent basis, the political or equity rights as a shareholder of the shares issued by the Company.
“Power of Control” means the power effectively used to govern the corporate activities and guide the operation of the Company’s bodies, directly or indirectly, under law or equity, regardless of the ownership interest held. There shall be the assumption relating to the ownership of control in relation to the person or Shareholders Group holding the shares representing the absolute majority of the votes of the shareholders at the last 3 (three) Company’s Shareholders’ Meetings, although it is not the holder of the shares representing the absolute majority of the voting capital.
“Economic Value” has the meaning set forth in the Novo Mercado Regulation.
Article 23º – The party acquiring the Power of Control, by virtue of the private share purchase agreement entered into with the Controlling Shareholder, involving any number of shares, shall be obligated to:

perform the public offering referred to in the Article above;
pay, under the terms below, the amount equivalent to the difference between the price of the public offering and amount paid per share eventually acquired in the stock exchange in the 6 (six) months prior to the acquisition date of the Power of Control, duly adjusted through the payment date. BM&FBOVESPA, as central counterparty clearing to these transactions shall be responsible, pursuant to applicable regulations, for allocating the aggregate of such differences amongst the stock market sellers of the shares in proportion to the daily net settlement balances of such transactions, as registered in its records.
undertake the necessary measures to recover, at least, 25% (twenty-five percent) of the Company‘s outstanding total shares within 6 (six) months following the acquisition of the Control.
Article 24 – Any Acquiring Shareholder or Shareholders Group purchasing or becoming the holder of the shares issued by the Company, in a number equivalent to or greater than 20% (twenty percent) of the total shares issued by the Company, shall, within 60 (sixty) days as from the acquisition date or the event which resulted in the holding of shares in a number equivalent to or greater than 20% (twenty percent) of the Company‘s total outstanding shares, undertake or request the registration, as the case may be, of a public acquisition offering (“IPO”) of the total shares issued by the Company, as set forth in applicable CVM regulations, Novo Mercado Regulation, other BM&FBOVESPA regulations and the terms and conditions of this Article.

Paragraph 1 – The IPO shall be: (i) directed to all of the Company’s shareholders; (ii) concluded at the auction to be performed at BM&FBOVESPA; (iii) launched at the price established as set forth in Paragraph 2 of this Article; and (iv) paid in cash, in local currency, against the acquisition, through the IPO, of the shares issued by the Company.

Paragraph 2 – The acquisition price, in connection with the IPO, of each share issued by the Company shall not be lower than 110% of its Economic Value, as determined in the appraisal report prepared in accordance with the provisions and procedures set forth in Article 30 hereof.

Paragraph 3 – The performance of the IPO referred to in the caput of this Article shall not exclude the possibility of another Company’s shareholder or, however the case may be, the Company to perform another IPO, under the terms of applicable regulation.

Paragraph 4 – The performance of the IPO referred to in the caput of this Article may be released upon the favorable vote of the shareholders meeting at the Shareholders’ Meeting specifically requested for such purpose, and the Acquiring Shareholder shall abstain from voting at the Meeting.

Paragraph 5 – The Acquiring Shareholder shall be under the obligation to attend to any requests or demands made by the CVM relating to the Initial Public Offering, within the maximum time limits provided for in the applicable regulation.

Paragraph 6 – In the event the Acquiring Shareholder is not able to comply with the obligations set forth in this Article, inclusive as regards to the maximum terms (i) for the performance or request for registration of the IPO, or (ii) in compliance with the possible CVM requests or requirements, the Company‘s Board of Directors shall request the Extraordinary Shareholders’ Meeting, in which the Acquiring Shareholder shall not vote, in order to determine the suspension of the Acquiring Shareholder‘s rights which was not able to comply with any obligation set forth herein, in accordance with Article 120 of the Corporation Law.

Paragraph 7 – Any Acquiring Shareholder acquiring or becoming the holder of other rights, including (i) Other Corporate Rights related to a number equivalent to or greater than 20% (twenty percent) of the total shares issued by the Company, or that may result in the acquisition of shares issued by the Company in a number equivalent to or greater than 20% (twenty percent) of the total shares issued by the Company, or (ii) Derivatives which would grant the right to the Company‘s shares representing 20% (twenty percent) or more of the Company‘s shares, within 60 (sixty) days from such acquisition or event to perform or request the registration, however the case may be, of an IPO, under the terms described in this Article 24.

Paragraph 8 – The obligations set forth in Article 254-A of the Corporation Law and Articles 22 and 23 of the Bylaws do not exclude the compliance, by the Acquiring Shareholder, with the obligations set forth in this Article.

Paragraph 9 – The provision of this Article 24 does not apply in the event that a person becomes the owner of shares issued by the Company in a volume greater than 20% (twenty percent) of the total shares issued by it due to (i) the merger of another corporation by the Company, (ii) the merger of the shares of another corporation by the Company (iii) the cancellation of treasury-held shares, or (iv) the subscription of shares in the Company, carried out by means of a single primary single issue, which has been approved at the General Shareholders‘ Meeting of the Company, called by the Board of Directors, and whose purpose to increase capital has determined the fixing of the price of issue of the shares based on the economic value obtained from an economic-financial appraisal report of the Company prepared by a specialist institute or company with proven experience in appraising publicly-held companies.

Paragraph 10 – For purposes of calculation of 20% (twenty percent) of the total shares issued by the Company, as set forth in the caput of this Article, the unexpected increases in the shareholding control, resulting from the cancellation of the treasury shares or decrease in the Company’s capital stock upon the cancellation of the shares, shall not be calculated.

Article 25 -The Company shall not register in its books: (a) any transfers of its shares to the Acquiring Shareholder or to those who come to hold the Power of Control, before this (these) subscribe the Adherence Term of the Controllers mentioned by the Novo Mercado Regulation; and (b) Shareholders´ Agreement which establishes provisions regarding the exercise of the Power of Control before its signatories subscribe the Adherence Term of the Controllers, to which the Novo Mercado Regulation refers to.

Article 26 – In the IPO to be made effective by the Controlling Shareholder or by the Company for the cancellation of the registration of publicly held company, the minimum price to be offered shall correspond to the Economic Value assessed in the evaluation report mentioned in Article 30 of these Bylaws, respecting the applicable legal and regulatory rules.

Article 27 – The Company‘s delist from the Novo Mercado segment shall be approved at the Shareholders’ Meeting.

Sole Paragraph – In the event a decision is made for the Company to delisting from the Novo Mercado so that the shares start to have registration for negotiation outside the Novo Mercado, or because of operation of corporate reorganization, in which the company resulting from this reorganization does not have its marketable securities accepted for negotiation in the Novo Mercado within one hundred and twenty (120) days as of the date of the Shareholders’ Meeting which approved the referred transaction, the Controlling Shareholder shall make the public offering for acquisition of shares belonging to the other shareholders of the Company, at least for the respective Economic Value, to be assessed in evaluation report prepared pursuant to the terms in Article 30, subject to the applicable legal and regulatory rules.

Article 28 – In the event there is no Controlling Shareholder and the Company resolves to delist from the Novo Mercado in order for the Company‘s marketable securities to trade outside such Novo Mercado segment, or due to corporate reorganization by virtue of which the company resulting from such reorganization does not have its marketable securities admitted for negotiation in Novo Mercado within one hundred and twenty (120) days from the date of the Shareholders’ Meeting that approved such transaction, the delisting will be contingent on a public offering for acquisition of shares in the same conditions set forth in Article 27 above.

Paragraph 1- The Shareholders’ Meeting shall in any event name the responsible for conducting the public offering for acquisition of shares, which present at the meeting, shall commit expressly to carrying out the offering.

Paragraph 2 – In the absence of the definition of the responsible for conducting the public offering for acquisition of shares, in case the transaction of corporate reorganization, in which the resulting company of this reorganization does not have its marketable securities admitted for trade on the Novo Mercado, it shall be incumbent to the shareholders who voted in favor of the corporate reorganization to perform the referred offering.

Article 29 – The delisting from the Novo Mercado segment triggered by noncompliance with the Novo Mercado Regulation is conditioned to the public offering for acquisition of shares, to be conducted, at least, by the Economic Value of the shares, as determined pursuant to an appraisal report prepared according to Article 30 of these Bylaws, respecting other applicable legal and regulatory rules.

Paragraph 1 -In the event contemplated in the main provision of this Article, the Controlling Shareholder shall bear the responsibility for conducting the public offering.

Paragraph 2 – In the event there is no Controlling Shareholder and the delisting from the Novo Mercado referred to above results from a resolution by the Shareholders’ Meeting, the shareholders voting to approve such decisions which lead to the violation shall be required to launch the public offering for acquisition of shares referred to in the caput of this article.

Paragraph 3 – In the event there is no Controlling Shareholder and the delisting from the Novo Mercado mentioned in the caput results from act or fact of the management, the Company´s managers shall call a Shareholders’ Meeting whose agenda shall be the decision regarding how to solve the noncompliance with the obligations contained in the Novo Mercado Regulation or, if applicable, make a decision regarding the delisting of the Company from the Novo Mercado.

Paragraph 4- If the Shareholders’ Meeting mentioned in the paragraph above decides for delisting from the Novo Mercado segment, it shall also be required to name one or more responsible to conduct the public offering for acquisition of shares, and the latter shall be required to commit expressly to carrying out the offering.

Article 30 – The appraisal report referred to in Articles 24, 26, 27, 28 and 29 of the Bylaws shall be prepared by the specialized financial institution or company, with recognized experience and independent from the decision of the Company, its managers and controllers, which appraisal report shall also comply with the requirements set forth in Article 8, §6º, of the Corporation Law, including the responsibility set forth in Article 8, §6, of the Corporation Law.

Sole Paragraph – The choice of the institution or of the specialized company responsible for the determination of the Economic Value da Company is of private competence of the Shareholders’ Meeting, from the presentation, by the Board of Directors, of the triple list, and the respective resolution, not counting the votes in blank, be taken by the majority of the votes of the shareholders representing the Outstanding Shares present at the Shareholders’ Meeting that resolves on a subject that, if installed on first call, shall count with the presence of the shareholders that represent, at least, 20% (twenty percent) of the total of Outstanding Shares or that, if installed on second call, may count with the presence of any number of shareholders representing the Outstanding Shares. The costs of preparation of the report shall be fully borne by the offering party.

Article 31 – A sole public offering for the acquisition of shares shall be performed in order to meet more than one of the purposes set forth in this Chapter VII, the Novo Mercado Regulation or the regulation issued by CVM, provided that the procedures of all types of public offerings for acquisition are aligned and without prejudice to the recipients of such offering, as duly authorized by CVM under applicable legislation.

Article 32 – The Company or the shareholders responsible for the performance of the public offering for the acquisition set forth in this Chapter VII, in accordance with the Novo Mercado Regulation or the regulation issued by CVM, shall ensure the completion thereof by means of the intermediation of any shareholder, third party and, as the case may be, the Company. The Company or the shareholder, as the case may be, shall not be released from the obligation to perform the public offering for the acquisition until the completion thereof in accordance with applicable rules.

Sole paragraph – Notwithstanding the provisions set forth in Articles 31 and 32 of the Bylaws, the provisions of the Novo Mercado Regulation shall prevail over the statutory provisions in the event of noncompliance with the recipients‘ rights of the public offerings referred to in the Bylaws.

Article 33 – Each Shareholder or Shareholders Group shall be obligated to disclose, upon notice to the Company‘s Investor Relations Officer, which notice shall include the information set forth in Article 12 of CVM Instruction No 358/2002, the acquisition of shares, which added to the shares already held, exceed 5% (five percent) of the Company‘s capital stock, as well as, once this percentage is reached, the acquisition of shares equivalent to more than 2.5% (two point five percent) of the Company‘s capital stock or multiples of such percentage.

§1º – In addition to the provisions set forth in the caput hereof, as from the date the Controlling Shareholder no longer holds more than 50% (fifty percent) of the Company´s capital stock, any Acquiring Shareholder holding, directly or indirectly, ownership interest in Outstanding Shares equivalent or higher than 5% (five percent) of the Company´s capital stock, and that intends to perform a new acquisition of the Outstanding Shares, shall be obligated to (i) perform each new acquisition in BM&FBOVESPA, it being prohibited the performance of private negotiations or in the over-the-counter market; (ii) previously to each new acquisition, inform in writing to the Company’s Investor Relations Officer the number of Outstanding Shares that the Acquiring Shareholder intends to acquire, within 3 (three) business days in advance from the date established for the performance of the new acquisition of shares.

§2º – In the event the Acquiring Shareholder is not able to comply with the obligations set forth in this Article, the Company‘s Board of Directors shall request the Extraordinary Shareholders´ Meeting, in which the Acquiring Shareholder shall not vote to resolve about the suspension of the Acquiring Shareholder‘s rights, as set forth in Article 120 of the Corporation Law, without prejudice to the Acquiring Shareholder‘s responsibility as regards to the losses and damages caused to the other shareholders in view of the non-compliance with the obligations set forth in this Article.

Article 34-. The cases omitted in these By-laws shall be resolved by the Shareholders’ Meeting and regulated in accordance with the provisions of the Corporation Law and the Novo Mercado Regulation.

Article 35 – According to the provisions in Article 115 of the Corporation Law, the shareholder and/or manager involved in any situation representing Conflict of Interest for such shareholder and/or manager, as the case may be shall not vote the matters at the Shareholders’ Meeting and/or management body meeting, in which case the such shareholder/manager shall abstain from voting, and the votes of the managers in this case shall not be considered for purposes of determining the quorum of such resolution. The manager involved in any situation representing Conflict of Interest shall be deemed prohibited before the holding of the management body meeting called to resolve on the respective matter, and the Chairman of the Board of Directors or the Chief Executive Officer, as the case may be, shall be notified in this regard and shall not analyze any material distributed in this regard.

Paragraph 1 – As set forth in the Bylaws, the terms in capital letters shall have the following meanings:

  1. “Conflict of Interest” means any situation or event of conflict of interest, as set forth in the Corporation Law, as well as any event involving the contracting of business, construction works and technical services, corporate transaction, acquisition of assets or ownership interest, by BR Properties with any Related Party of the manager and/or shareholder, as the case may be, with an interest contrary to the Company’s interest in such case.
  2. “Related Party” means the person aligned with the definition of related party set forth in Technical Pronouncement CPC 5 (R1) of the Accounting Pronouncements Committee approved by Resolution 642, of October 7, 2010 issued by the Brazilian Securities and Exchange Commission.

Article 36 – Arbitration. Article 36 – Arbitration. The Company, its shareholders, managers and members of the Fiscal Council undertake to settle, by means of arbitration at the Market Arbitration Chamber, any and all disputes or controversies arising among them, related to or resulting from, especially, the application, validity, effectiveness, interpretation, violation and its effects, of the provisions contained herein, in the Corporation Law, in the Company´s Bylaws, in the rules issued by the National Monetary Council, by the Central Bank of Brazil, and by CVM, as well as in the Novo Mercado Regulation, the Agreement to Participate in the Novo Mercado, Sanctions Regulation and in the Arbitration Regulation.

Article 37 – Settlement. The Company shall be settled under the cases set forth in applicable law or as decided by the Shareholders’ Meeting in this regard, being the Shareholders’ Meeting responsible to appoint the liquidator.

Contact us

Email successfully sent!