ALIANSCE SHOPPING CENTERS S.A.
CORPORATE TAXPAYER’S ID (CNPJ/MF) 06.082.980/0001-03
COMPANY REGISTRY (NIRE) 33.3.0028176-2
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
1.
Date, time and venue: March 21, 2011, at 10:00 a.m., at the Company’s
headquarters, located at Rua Dias Ferreira nº. 301, 22431-Parte, Leblon, CEP:
050-, in the city and state of Rio de Janeiro.
2.
Call and attendance: Call was waived in view of the attendance through
conference call of all members of the Company’s Board of Directors.
3.
Presiding Board: Chairman: Renato Feitosa Rique; Secretary: Érica Cristina da
Fonseca Martins.
4.
Agenda: To deliberate on: (i) the management report and accounts for the fiscal
year ended December 31, 2010, to be submitted to the shareholders at the Annual
Shareholders’ Meeting; (ii) the proposal for distribution of dividends by the
Company; (iii) the election of the Executive Board; (iv) the proposal for
amendment to Article 27 of the Company’s Bylaws; (v) the proposal for
amendment to Article 15 of the Stock Option Plan of Common Shares Issued by
the Company; and (vi) call notice to the shareholders’ meeting.
5.
Resolutions: Board members decided by unanimous vote and without restrictions
to approve the following:
5.1. To approve the Management Report and executive accounts, as well as the
Company’s Financial Statements related to the fiscal year ended December 31,
2010, as per Exhibit I;
5.2. To approve the proposal for allocation of the net income for the year, as stated in
the Management Report, to be submitted to shareholders at the Shareholders'
Meeting;
5.3 To approve the election of the following Executive Officers, with term-of-office
until the Company’s 2012 Annual Shareholders’ Meeting, as provided for in
Article 18 of the Company’s Bylaws; (a) Chief Executive Officer – Renato
Feitosa Rique, Brazilian citizen, divorced, economist, Identity Card (RG) no.
04051393-9, issued by IFP/RJ, Corporate Taxpayer’s ID (CPF) no. 706.190.26715, resident and domiciled in the city and state of Rio de Janeiro, with office at
Rua Dias Ferreira, 190, 3º andar, sala 301 (parte); (b) Executive Officer and
Investor Relations Officer - Henrique Christino Cordeiro Guerra Neto,
Brazilian citizen, single, business administrator, Identity Card (RG) no.
087404026, issued by IFP/RJ, Corporate Taxpayer’s ID (CPF) no. 008.969.82742, resident and domiciled in the city and state of Rio de Janeiro, with office at
Rua Dias Ferreira, 190, 3º andar, sala 301 (parte); (c) Chief Financial Officer –
Renato Ribeiro de Andrade Botelho, Brazilian citizen, married, engineer,
Identity Card no. 82-1-04115-1, issued by CREA-RJ, Corporate Taxpayer’s ID
(CPF) no. 664.217.647-20, resident and domiciled in the city and state of Rio de
Janeiro, with office at Rua Dias Ferreira, 190, 3º andar, sala 301 (parte); (d) Legal
Officer - Paula Guimarães Fonseca, Brazilian, married, lawyer, p Identity Card
no. 70.712, issued by OAB/RJ, Corporate Taxpayer’s ID (CPF) no. 381.562.70100, resident and domiciled in the city and state of Rio de Janeiro, with office at
Rua Dias Ferreira, 190, 3º andar, sala 301 (parte); (e) Chief Operating Officer Délcio Lage Mendes, Brazilian citizen, married, engineer, Identity Card no. M
202896, issued by SSP/MG, Corporate Taxpayer’s ID (CPF) no. 049.471.506-53,
resident and domiciled in the city and state of Rio de Janeiro, with office at Rua
Dias Ferreira, 190, 3º andar, sala 301 (parte); and (f) Officer with specific
designation - Ewerton Espínola Visco, Brazilian citizen, divorced, business
administrator, resident and domiciled in the city of Salvador, state of Bahia, at
Avenida Tancredo Neves, nº 148, 4º andar, CEP 41820-020, Identity Card (RG)
no. 2.323.626, issued by SSP-BA, Corporate Taxpayer’s ID (CPF) no.
183.595.745-53.
5.4 To approve the proposal for amendment to Article 27 of the Bylaws, to be
submitted to shareholders at a Shareholders' Meeting, with the inclusion of items
“c” and “d” and exclusion of the second paragraph, as per the wording in Exhibit
II herein.
5.5 To approve the proposal for amendment to the third paragraph of Article 15 of the
Stock Option Plan of Common Shares Issued by Aliansce Shopping Centers S.A.,
as approved at the Shareholders’ Meeting held on November 12, 2009, to be
submitted to shareholders at a Shareholders' Meeting, as per the wording in
Exhibit III herein.
5.6 To approve the call notice to the Company’s Annual and Extraordinary
Shareholders’ Meeting to be held on April 27, 2011, at 10:00 a.m. at the
Company’s headquarters, to discuss the matters pertaining to the Law, as well as
items 5.4 and 5.5 above.
5.7 The appointment of Joel Bayer and Sandeep Mathrani as members of the
Remuneration Committee, which shall be composed of the following members: (i)
Joel Bayer; (ii) Sandeep Mathrani; and (iii) Renato Rique;
5.8 The appointment of Carlos Langoni as members of the Audit Committee, which
shall be composed of the following members: (i) Joel Bayer; (ii) Carlos Langoni;
and (iii) Renato Botelho.
5.9 The appointment of Carlos Langoni as members of the Governance and Ethics
Committee, which shall be composed of the following members: (i) Carlos
Alberto Vieira; (ii) Joel Bayer; (iii) Carlos Langoni and (iv) Renato Rique;
5.10 The creation of the Strategic Committee, whose internal charter will be submitted
to approval at the next Board of Directors’ Meeting, to be composed as follows:
(i) Sandeep Mathrani; and (ii) Renato Rique.
6.
Minutes Closure, Drawing up and Approval: There being no further business to
address, the meeting was adjourned and the minutes were drawn up in summary
format and signed by the shareholders attending the meeting. Rio de Janeiro,
March 21, 2011. Signatures: Renato Feitosa Rique, Carlos Alberto Vieira, Carlos
Geraldo Langoni, Joel Laurence Bayer and Sandeep Lakhmi Mathrani.
This is a free translation of the original minutes drawn up in the Company’s
records.
Rio de Janeiro, March 21, 2011.
____________________________
Renato Feitosa Rique
Chairman
____________________________
Paula Guimarães Fonseca
Secretary
EXHIBIT II – Amendment to Article 27 of the Bylaws
“Article 27. Jointly with the financial statements of the year, management submits
to the Annual Shareholders’ Meeting the proposal for the allocation of net profits
at year-end, calculated after the deduction of the participations mentioned in
article 190 of the Corporations Law, pursuant to the provisions in Paragraph 1 of
this article, agreed for the purposes of the calculation of dividends, pursuant to
article 202 of the Corporations Law, subject to the following order of deduction:
a) 5% (five percent) for the constitution of the legal reserve, until this reaches
20% (twenty percent) of the Capital Stock. In the year in which the balance of
the legal reserve, plus the amount of the capital reserve, exceeds 30% (thirty
percent) of the Capital Stock, the allocation of part of the net profit at yearend for the legal reserve is not required;
b) the installment necessary to the payment of a compulsory dividend may not be
lower than, in each year, 25% (twenty-five percent) of the annual agreed net
profit, pursuant to the article 202 of the Corporations Law; and
(c) a portion corresponding to a maximum of 100% of the remaining net income
after deducting the portions stated in the items above, allocated to the Investment
Reserve, with the purpose of preserving the Company’s assets, thus ensuring funds
for new investments, additions to working capital, also through debt
amortizations, the balance of which may be used to offset losses, whenever
necessary, or to pay dividends, at any moment;
(d) eventually, a portion to execute the capital budget, pursuant to the provisions
in Article 176, paragraph 3, and 196 of Law 6,404/76, in compliance with the
provisions set forth in Article 134, paragraph 4 of said Law.
Paragraph 1 - The shareholders’ meeting may assign a profit sharing to the
members of the Board of Directors and the Executive Board, after deducting the
accrued losses and the provision for Income Tax and Social Contribution, in the
legal cases, manner and limits
Paragraph 2 - The Shareholders’ Meeting may resolve upon the capitalization of
profit or capital reserves, including those instituted in interim balance sheets,
subject to the applicable legislation.
Paragraph 3 - The non-received or non-claimed dividends prescribe within 3
(three) years from the date in which they are made available to the shareholder,
and, in this event, they are inured to the benefit of Company.”
EXHIBIT III - Amendment to Article 15 of the Stock Option Plan of Common
Shares Issued by the Company
“Corporate Reorganization of the Company and others: (1) In the event of: (a)
dissolution, transformation, merger, combination, spin-off or reorganization of the
Company in which the Company is not the remaining corporation, (b) substantial
sale of its assets, which is the sale of assets representing more than 30% or more
of the Company’s GLA, as long as with the change of most of the Board of
Directors, or (c) transfer of control, as defined in the Novo Mercado rules, as long
as with the change of most of the Board of Directors, the PLAN will remain valid,
and the Board of Directors must choose one of the following alternatives: (i) early
acquisition of the right to exercise the Stock Option, so as to ensure the inclusion
of the corresponding shares in the operation; or (ii) payment in cash of the
amount to which the Participant would be entitled to pursuant to the Plan, notably
the amount relative to the difference between the price the Beneficiary would pay
for such shares and the amount attributed to the share in the operations
mentioned in this article. In the event of change of control, should there be a
change in most of the Board of Directors within six (6) months of the operation,
the Company must pay the beneficiaries the eventual premium between the
amount paid in the public tender offer and the market value.