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 MEETING OF THE BOARD OF DIRECTORS
1. Date, time and place: March 25, 2015, at 14:30, at the Company’s headquarters’ at
Rua Dias Ferreira nr 190, 301 (part), Leblon, Zip Code 22431-050, in the City and State
of Rio de Janeiro.
2. Call Notice and Attendance: The call notice was waived, given the presence of all
of the elected members of the Company's Board of Directors. The members of the
Fiscal Board were also present, in the form of §3 of article 163 of law nº 6.404/76 for
the discussion of the first two items of the agenda.
3. Presiding: Chairman: Renato Feitosa Rique; Secretary: Érica Cristina da Fonseca
Martins
4. Agenda: Approve (i) the management report and the Officers accounts related to the
fiscal year ended on December 31, 2014, to be submitted to the shareholders in an
Ordinary Shareholders’ Meeting; (ii) the proposal for allocation of the net profits by the
Company; (iii) amendments of the Stock Option Plan; (iv) reelection the officers of the
Company; (v) election of the members of the committees; and (vi) convocation of a
General Shareholders Meeting.
5. Resolutions: The members of the Board of Directors, unanimously and without
restrictions, resolved to:
5.1 Approve the management report and the Board of Officers accounts related to the
financial year ended on December 31, 2014, as per Schedule I, which shall be subject to
the approval of the Annual Shareholders Meeting;
5.2. Approve the proposal for the allocation of net profits financial year ended on
December 31, 2014 included in the management report, which shall be subject to the
approval of the Annual Shareholders Meeting; and
5.3 Approve the proposal to the Shareholders Meeting of an amendment of the Stock
Option Plan of the Company to: (i) allow the extension of the period to exercise the
stock options related to the First and Second Stock Option Programs for 6 (six) months,
starting in May 7, 2015; and (ii) extend the term for payment of the shares. The
proposed amendment of the Stock Option Plan consists in altering Item 7, Subitem
“Full Payment of the Shares” of item 9, Subitems “Conditions for paying in for the
shares” and “Maximum term for execution of the option” of Item 16, which would be
changed, if approved by the Shareholders Meeting, as indicated below:
“7. FOR EXERCISE
Term for Exercise. The term for exercise of the options will be determined by the
Board of Directors, case by case, respecting the legal parameters, on the date of
granting the option, but never in any circumstances, except for the provision
below, more than 5 (five) years from the date of the granting of each option
within this Plan. After this period, the options conceded but not exercised will
lose validity.
Exception. Exceptionally, regarding the First and Second Program of Options
granted within this Plan, the participants may opt to extend the term to exercise
the options for a period of 6 (six) months, starting May in 7, 2015.”
9. PAYMENT OF THE PRICE FOR EXERCISING THE OPTION
“Full Payment of the Shares. The shares resulting from exercise of the option
shall be paid in by the Participants in up to 20 (twenty) working days from the
date of the Board of Directors approving the respective increase of capital
within the limits of the authorized capital or alienation of shares of the Company
kept in the treasury, if the case. Paying in may be effected with resources from
immediate alienation of the shares that are the object of the option.
If payment is not made in up to 20 (twenty) working days from the date of the
Board of Directors approving the respective increase in capital or alienation of
Company shares kept in the treasury, the Participant shall send a new message
under the terms of item 5, above, for further appreciation by the Board of
Directors. (…)”
“16. FIRST PROGRAM FOR GRANTING OPTIONS FOR PURCHASE
OF ORDINARY SHARES ISSUED BY ALIANSCE SHOPPING
CENTERS S.A.
(…)
Conditions for paying in for the shares:

The shares resulting from exercise of the option shall be paid up by the
Participants in up to 20 (twenty) working days from the date of approval by
the Board of Directors of the respective increase in capital or alienation of
shares that the Company kept in the treasury, whichever the case. Payment
may be effected with resources from immediate alienation of the shares that
are the object of this option.

If paying in does not take place in up to 20 (twenty) working days from the
date of the Board of Directors approving the respective increase in capital
or alienation of the shares kept in the treasury, the Participant will send a
new communication under the terms of item 5 above, so tat it is again
appreciated by the Board of Directors.
Maximum term for execution of the option:

The maximum term for execution of the options granted in this Granting
Program will be 5 (five) years and 6 (six) months counting from the date of
granting of each option . After this period, the options conceded but not
exercised will lose validity.(…)”
5.4 Approve the reelection of the following Officers, with mandate of 1 (one) year, as
per art. 18 of the Company’s Bylaws: (i) President Officer – Renato Feitosa Rique,
Brazilian, divorced, economist, bearer of the identity card nr. 04051393-9, issued by
IFP/RJ, enrolled with the Individual Taxpayers Registry (CPF/MF) under nr.
706.190.267-15, resident and domiciled in the City of Rio de Janeiro, State of Rio de
Janeiro, with office at Rua Dias Ferreira nr. 190, 3rd floor, room 301 (part); (ii)
Executive Officer and Investor Relations Officer – Henrique Christino Cordeiro
Guerra Neto, Brazilian, single, business administrator, bearer of the identity card nr.
087404026, issued by IFP/RJ, enrolled with the Individual Taxpayers Registry
(CPF/MF) under nr. 008.969.827-42, resident and domiciled in the City of Rio de
Janeiro, State of Rio de Janeiro, with office at Rua Dias Ferreira nr. 190, 3 rd floor, room
301 (part); (iii) Financial Officer – Renato Ribeiro de Andrade Botelho, Brazilian,
divorced, engineer, bearer of identity card nr. 1982104115, issued by CREA/RJ,
enrolled with the Individual Taxpayers Registry (CPF/MF) under nr. 664.217.647-20,
resident and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, with office
at Rua Dias Ferreira nr. 190, 3rd floor, room 301 (part); (iv) Legal Officer – Paula
Guimarães Fonseca, Brazilian, married, lawyer, bearer of the identity card nr. 70.712,
issued by OAB/RJ, enrolled with the Individual Taxpayers Registry (CPF/MF) under nr.
381.562.701-00, resident and domiciled in the City of Rio de Janeiro, State of Rio de
Janeiro, with office at Rua Dias Ferreira nr. 190, 3rd floor, room 301 (part); (v)
Operational Officer – Delcio Lage Mendes, Brazilian, married, engineer, bearer of the
identity card nr. M202896, issued by SSP/MG, enrolled with the Individual Taxpayers
Registry (CPF/MF) under nr. 049.471.506-53, resident and domiciled in the City of Rio
de Janeiro, State of Rio de Janeiro, with office at Rua Dias Ferreira nr. 190, 3 rd floor,
room 301 (part); and (vi) Officer without specific designation – Ewerton Espínola
Visco, Brazilian, divorced, business administrator, bearer of the identity card nr.
2323626, issued by SSP/BA, enrolled with the Individual Taxpayers Registry
(CPF/MF) under nr. 183.595.745-53. resident and domiciled in the City of Salvador,
State of Bahia, with office at Avenida Tancredo Neves, nº 148, 4º andar, CEP 41820020, ratifying all acts of the officers before the election.
5.5 Approve the election of members of the committees as follows:
(i) Investment Committee: (i) Renato Feitosa Rique; (ii) Graeme Eadie; and (iii)
Peter Ballon;
(ii) Compensation Committee: (i) Rafael Sales Guimarães; (ii) Peter Ballon; and
(iii) Renato Rique;
(iii) Corporate Governance and Ethics Committee: (i) Carlos Alberto Vieira; (ii)
Delcio Lage Mendes; (iii) Renato Rique; and (iv) Bruno de Godoy Garcia
5.6 Convene the General Ordinary and Extraordinary Shareholders Meeting on April
30, 2015, at the Company’s headquarters.
6. Closure, Drafting and Approval of the Minutes: There being no further
business to discuss, the meeting was brought to a close and these minutes were drawn
up, in summary form, and signed by all those present. Rio de Janeiro, March 25, 2014.
Signed: Delcio Lage Mendes, Renato Feitosa Rique, Graeme Eadie, Peter Ballon,
Carlos Alberto Vieira, Bruno de Godoy Garcia and Rafael Sales Guimarães.
This is a free English translation of the original minutes drawn up in the Company’s
records.
Rio de Janeiro, March 25, 2014.
____________________________
Renato Feitosa Rique
Chairman
____________________________
Érica Cristina da Fonseca Martins
Secretary