PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇÒES
Listed Company
CNPJ N° 02.950.811/0001-89
NIRE Nº 33.300.285.199
MINUTES OF THE EXECUTIVE BOARD MEETING
HELD ON MARCH 21, 2011
1. Place, Date and Time: held at 2:00 p.m. on March 21, 2011 at the head offices of PDG Realty
S.A. Empreendimentos E Participações (“Company”), located at Praia de Botafogo 501, Torre Pão
de Açúcar, suite 203, Centro Empresarial Mourisco, Zip Code 22250-040, City of Rio de Janeiro,
State of Rio de Janeiro, with attendance through teleconferencing.
2. Convocation and Attendance: waived, in compliance with the Company By-Laws, as all the
Directors and Officers of the Company were present.
3. Officers of the Meeting: Chair: Mr. Michel Wurman; Secretary: Ms. Natasha Najman
Tarantino.
4. Order of the Day: to approve (4.1) putting up collateral in guarantee for the obligations of the
Company incurred through the 6th Issue of debentures, consisting of: (i) the fiduciary divestment
of the common and preferred shares issued by a subsidiary of the Company; and (ii) the fiduciary
assignment of credit rights and rights related to a tied account held by the Company, grounded on
Article 16, Line “i” of the Company By-Laws and the Minutes of the Company Board Meeting
dated March 21, 2011, which, inter alia, approved the 6th issue of debentures by the Company,
worth a total amount of R$ 97,000,000.00 (ninety seven million Brazilian Reais),in addition to
performing all acts required to conduct this issue (“Issue” and “Board Meeting”).
5.
Deliberations: through a unanimous vote cast by the Directors and Officers attending the
meeting, the following decisions were taken, with no provisos:
5.1. to put up collateral in guarantee for the obligations of the Company incurred through this
Issue, consisting of: (i) the fiduciary divestment of the common and preferred shares issued by a
subsidiary of the Company (“Fiduciary Divestment”); and (ii) the fiduciary assignment of credit
rights and rights related to a tied account held by the Company (“Fiduciary Assignment”),
grounded on Article 16, Line “i” of the Company By-Laws and the Minutes of the Company Board
Meeting. It was consequently resolved that: (i) the collateral provided through the fiduciary
divestment will encompass all common and preferred shares of any class issued by PDG
Desenvolvimento Imobiliário S.A., a stock-issuing corporation with head offices in the City of Rio
de Janeiro, State of Rio de Janeiro, at Praia de Botafogo 501, 2nd floor, suite 203, Zip Code 22250
040, registered with the Treasury Ministry on the National Corporate Tax-Payers’ Roll under
CNPJ/MF Nº 07.706.149/0001-30 (“PDG-DI”), being a wholly-owned subsidiary of the Company,
that may be held by the Company at any time; and (ii) the Fiduciary Assignment will encompass
credit rights and rights related to a bank account to be opened by the Company with Banco
Votorantim S.A. specifically within the context of the Issue, as a tied account (“Tied Account”), in
which all amounts will be deposited to which the Company may have the right as dividends
and/or interest on company capital arising from its ownership of common shares issued by PGDDI. The collateral will be put up in guarantee on an irrevocable and irretractable basis by the
Company and by PDG-DI, as applicable, remaining in effect until the Debentures have been fully
settled by the Company, in compliance with the competent legal documents establishing the
Guarantees, including opening the Tied Account, the Private Deed of Fiduciary Divestment of
Shares Put up as Collateral in Guarantee and the Private Deed of Fiduciary Assignment of Credit
Rights and Rights on the Tied Account in Guarantee, and Other Matters, to be signed within the
context of the Issue;
5.2. performance of the acts required to sign documents related to putting up the collateral in
guarantee as set forth above, and / or the formal establishment of such guarantees;
5.3. contracting the financial institutions required to establish and execute these guarantees; and
5.4. contracting other entities as may be required to establish the guarantees, stipulating their
respective remuneration and / or fees.
6.
Adjournment: There being no further business, the Executive Board Meeting was
adjourned, recording these Minutes which, having been read and found correct, were signed by
all those in attendance.
7. Signatures: José Antonio Tornaghi Grabowsky, Michel Wurman, Frederico Marinho Carneiro da
Cunha, João Miguel Mallet Racy Ferreira, Marcus Vinicius Medeiros Cardoso de Sá and Natasha
Najman Tarantino.
Checked against the original in the Minutes Book.
Natasha Najman Tarantino
Secretary