Minutes of the Board of Directors Meeting

EVEN CONSTRUTORA E INCORPORADORA S.A.
Publicly-Held Company
Company Registry (NIRE): 35.300.329.520
Corporate Taxpayers’ ID (CNPJ): 43.470.988/0001-65
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON JULY 29, 2011
1.
DATE, TIME AND VENUE: On July 29, 2011, at 10 a.m., at the headquarters of
EVEN CONSTRUTORA E INCORPORADORA S.A. (“Company”), located at Rua Hungria, nº
00, 1400 andar, Conjunto 2º, CEP 21-01455, in the city and state of São Paulo.
2.
CALL NOTICE AND ATTENDANCE: Call notice was waived due to the presence of
all the Board members, in accordance with Article 16, sole paragraph, of the Company’s
Bylaws.
3.
PRESIDING: Mr. Carlos Eduardo Terepins presided over the meeting and Ms.
Flavia Sinopoli Lafraia acted as the secretary.
4.
AGENDA: To resolve on (i) the issue of a Bank Letter of Credit by the Company
in favor of Banco Votorantim S.A., and the allocation of the funds raised from said
Letter of Credit for the construction and development of housing projects by certain
special purpose entities controlled by the Company, to be listed in said Bank Letter of
Credit; and (ii) the Company's participation in the public distribution of two hundred
twenty (220) Real Estate Receivables Certificates of the 249th Series of the 1st Issue of
Brazilian Securities Companhia de Securitização S.A.
5.
RESOLUTIONS TAKEN UNANIMOUSLY AND WITHOUT RESTRICTIONS: After the
meeting was called to order, the Board members examined and discussed the items on
the agenda, and resolved on the following:
5.1. To authorize the Company to issue, in favor of Banco Votorantim S.A., a
financial institution with headquarters at Avenida das Nações Unidas, 14.171, Torre A,
SP - 1752612v1
18º andar, in the city and state of São Paulo, inscribed in the Corporate Taxpayers
Register (CNPJ/MF) under no. 59.588.111/0001-03 (“Bank”), the Bank Letter of Credit
no. 990825 (“CCB”), in the amount of seventy-five million reais (R$75,000,000.00)
(“Principal”). Funds raised through the CCB will be allocated for the construction and
development of housing projects by certain special purpose entities controlled by the
Company, to be listed in said Bank Letter of Credit.
5.1.1. The Company will pay the Bank the Principal plus remuneration
corresponding to one hundred percent (100%) of the average daily rate of Interbank
Deposits (DI Rate) and one point five percent per year (1.5% p.a.) of 252 days,
calculated exponentially on a pro rata temporis basis from the CCB issue date to the
effective payment date (“Remuneration”).
5.1.2. The Principal will be fully amortized on August 15, 2023 and the
Remuneration on the Principal will be amortized in three (3) installments on the
following dates: August 17, 2015, August 15, 2019 and August 15, 2023.
5.1.3. Under the terms of the CCB, the Company has the right to alter the CCB
remuneration parameters (“Repricing”), which may be exercised on August 17, 2015
(“1st Repricing Date”) and on August 15, 2019 (“2nd Repricing Date”), with each date
individually being the “Date of Exercise of Repricing”. Investors in CRIs (as defined
below) may or may not agree with the Repricing proposed by the Company on each
Date of Exercise of Repricing.
5.1.4. Moreover, the Company may pay anytime in advance, fully or partially,
without any prepayment penalties, the outstanding balance of the CCB, plus
Remuneration charged on pro rata temporis basis from the Disbursement Date or last
payment date to the effective payment date, provided a notification about it is sent at
least one (1) year prior to the date fixed for optional prepayment.
5.2. To authorize the Company’s participation in the public distribution of two
hundred twenty (220) Real Estate Receivables Certificates of the 249th Series of the 1st
Issue of the Brazilian Securities Companhia de Securitização S.A., all with unit face
value of three hundred forty thousand, nine hundred nine reais, and zero nine zero nine
zero nine zero nine centavos (R$340,909.09090909), for a total of seventy-five million
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reais (R$75,000,000.00) (“CRIs” and “Issue”, respectively), in accordance with CVM
Rule 476 of January 16, 2009, as amended, through the issue of a CCB by the Company
in favor of the Bank, which will represent the real estate credit to which the CRI issue
will be pegged.
5.3. To authorize the Board of Executive Officers to practice all and any acts and
sign all and any documents necessary to carry out the resolutions set forth in items 5.1
and 5.2 approved above. In this regard, all the acts related to the resolutions approved
herein, carried out by the Board of Executive Officers before the date of this Meeting
are also confirmed and ratified.
6.
CLOSURE:
There being no further business to discuss, these minutes were
drawn up, read, unanimously approved and signed by all the attending members. São
Paulo, July 29, 2011. CARLOS EDUARDO TEREPINS – Chairman, FLAVIA SINOPOLI
LAFRAIA – Secretary. Attending Board Members: CARLOS EDUARDO TEREPINS, LUIS
TEREPINS, CLAUDIO KIER CITRIN, RUBENS ANTONIO TIBURSKI, JOÃO COX NETO, LARS
REIBEL AND AFFONSO CELSO PASTORE.
This is a free English translation of the original document drawn up in the
Company’s records.
São Paulo, July 29, 2011
__________________________________
FLÁVIA SINOPOLI LAFRAIA
Secretary
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