Legal Due Diligence Report - BFRE - Brazilian Finance e Real Estate

LEGAL DUE DILIGENCE REPORT
Abridged version focusing on
BOTAFOGO PRAIA SHOPPING
NOVEMBER 22, 2011
This report contains privileged and confidential information.

Disclaimer: The original version of this Report contemplates both Shopping Cidade and
Botafogo Praia Shopping. In this abridged version, we have deleted all Chapters and
items that focused specifically on Shopping Cidade.
TABLE OF CONTENTS
INTRODUCTION .......................................................................................................... 1
EXECUTIVE SUMMARY ............................................................................................. 3
SECTION I – SHOPPING CIDADE .............................................................................. 7
CHAPTER 1 – STRUCTURE OF THE SHOPPING CENTER ........................... 8
CHAPTER 2 – REAL ESTATE ASPECTS ........................................................ 9
CHAPTER 3 – CORPORATE ASPECTS – CAE ............................................. 10
CHAPTER 4 – LEASE AGREEMENTS ........................................................... 11
CHAPTER 5 – GENERAL AGREEMENTS ..................................................... 12
CHAPTER 6 – INTELLECTUAL PROPERTY .................................................. 13
CHAPTER 7 – LABOR ASPECTS................................................................... 14
CHAPTER 8 – CIVIL LITIGATION .................................................................. 15
CHAPTER 9 – TAX MATTERS ....................................................................... 16
CHAPTER 10 – ENVIRONMENTAL ASPECTS .............................................. 17
SECTION II – BOTAFOGO PRAIA SHOPPING ........................................................ 18
CHAPTER 1 – STRUCTURE OF THE SHOPPING CENTER ......................... 19
CHAPTER 2 – REAL ESTATE ASPECTS ...................................................... 24
CHAPTER 3 – CORPORATE ASPECTS – BPS ............................................. 38
CHAPTER 4 – LEASE AGREEMENTS ........................................................... 42
CHAPTER 5 – GENERAL AGREEMENTS ..................................................... 75
CHAPTER 6 – INTELLECTUAL PROPERTY .................................................. 88
CHAPTER 7 – LABOR ASPECTS................................................................... 90
CHAPTER 8 – CIVIL LITIGATION ................................................................ 111
CHAPTER 9 – TAX MATTERS ..................................................................... 142
CHAPTER 10 – ENVIRONMENTAL ASPECTS ............................................ 223
SECTION III – BRADESCO LOAN .......................................................................... 227
ANNEX A – SUMMARY OF CERTIFICATES
ANNEX B – LOBO & IBEAS OCTOBER 17, 2011 EMAIL

INTRODUCTION
At the request of our clients Ancar Empreendimentos Comerciais S.A. (“Ancar”),
Ivanhoe Cambridge, Inc. (“IC”) and Canada Pension Plan Investment Board (“CPP”), Lobo &
Ibeas has conducted a legal due diligence of the interests held by Brookfield Brasil Shopping
Centers Ltda. and Plaza Shopping Trust SPCO Ltda. (collectively “Brookfield”) in Shopping
Cidade and Botafogo Praia Shopping, for the evaluation of the potential acquisition by Ancar,
IC and CPP of such interests (the “Transaction”).
This Legal Due Diligence Report (the “Report”) purports to cover the most relevant
legal aspects that were brought to our attention during the due diligence. It contains privileged
and confidential information to be used for the sole purpose of evaluating the Transaction.
This Report has been prepared based on:
(a) copies of documents and information uploaded by Brookfield into the virtual
data room set up for this project (the “Data Room”) by November 10, 2011;
(b) written or verbal information and clarifications provided by Brookfield by
November 10, 2011 with regard to questions posed by Lobo & Ibeas
throughout the due diligence and in meetings held at Brookfield’s offices with
Brookfield’s in-house counsels, at the offices of Shopping Cidade with external
lawyers of the co-owners of the shopping center, and at the Real Estate
Registry of Belo Horizonte with the real estate notary;
(c) where expressly mentioned, a few independent investigations conducted by
Lobo & Ibeas;
(d) with regard to Botafogo Praia Shopping and where expressly mentioned, a few
documents provided to us directly by the management company of Botafogo
Praia Shopping – BPS Shopping Centers Ltda., at the request of Ancar; and
(e) with respect to environmental matters, the Golder Associates Technical
Reports nos. RT-001_119-523-1031_00-J (related to Botafogo Praia Shopping)
and no. RT-001_119-523-1029_00-J (related to Shopping Cidade), dated
September, 2011, prepared by Golder Associates and provided to us by IC
(each respective report is hereinafter designated as the “Golder Report”).
Lobo & Ibeas has not had access to any original document made available by
Brookfield. For the purposes of this Report, we have assumed that all of the information and
copies of documents contained in the Data Room and/or presented by Brookfield are true,
accurate and complete. Although we have had no access to original documents, nothing
indicates that the copies furnished to us do not correspond to their original counterparts.

Upon preparing this Report we have further assumed that, except where otherwise
expressly indicated, all of the documents and information that may be relevant for a legal due
diligence of the interests held by Brookfield in Shopping Cidade and Botafogo Praia Shopping
have been included by Brookfield in the Data Room or otherwise disclosed to us. Accordingly,
we are assuming that, if a document or information is not included in the Data Room or was
not informed to us either verbally or in writing by Brookfield, this means that such document or
information is not applicable or does not exist, save for those that are expressly indicated as
being missing in the proper chapter of this Report.
This Report approaches only legal and documental aspects of Shopping Cidade and
Botafogo Praia Shopping and therefore no factual, physical or real situations have been
examined and no verification has been done in order to confirm the factual accuracy of the
information provided.
Ancar and IC already hold an indirect interest in Botafogo Praia Shopping and,
because of this, Lobo & Ibeas has been directly engaged in a few matters concerning
Botafogo Praia Shopping prior to the due diligence. Therefore, when expressly mentioned in
this Report and always with regard to such specific matters, we have also relied on the
information that we were previously aware of prior to the due diligence.
This Report is based on three sections, the first two which are on their turn divided into
different chapters. Section I is dedicated to Brookfield’s interest in Shopping Cidade, while
Section II focuses on Brookfield’s interest in Botafogo Praia Shopping. Finally, in Section III,
we examine a certain loan obtained by Brookfield which affects its interests in both shopping
centers.
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EXECUTIVE SUMMARY
We highlight below the main problems that were brought to our attention in the due
diligence of Shopping Cidade and Botafogo Praia Shopping. Such issues are examined in
more detail in the relevant Chapters of this Report.
I. Shopping Cidade
[Intentionally deleted]
II. Botafogo Praia Shopping
Existing
Mortgages
Judgment
Liens
The following mortgages are still recorded in the enrollment of the
property with the Real Estate Registry: (i) a mortgage related to a debt
with a foreign company, which, according to Brookfield’s information, has
already been paid; (ii) two other mortgages related to an assignment to
Bradesco of future receivables from several shoppings, including
Botafogo Shopping, executed by Plaza Trust and other companies from
the Malzoni Family Group previously to the sale of Botafogo Shopping to
Brookfield; and (iii) a forth mortgage related to a bank credit certificate
issued by Brookfield on December 20, 2007 in favor of Bradesco (the
same transaction referred to above with respect to Shopping Cidade).
Four judgment liens (penhoras) related to property tax (IPTU) debts are
pre-recorded at the enrollment of the property with the Real Estate
Registry. These tax debts amount to approximately R$ 1.5 million (on
100% basis). The co-owners apparently do not recognize the legitimacy of
those debts and are challenging them.
Tenant ROFR In some lease agreements of Botafogo Praia Shopping, the tenants have
waived their ROFR. Some tenants, however, continue to have this right
under the existing lease agreements. Brookfield has sent a ROFR
notification to the tenants who have not waived their ROFR which is
deficient for many reasons.
Previous
owners
There are some missing certificates.
With regard to taxes, Brookfield has not (i) presented all of its tax
clearance certificates, (ii) presented all of the tax clearance certificates of
the previous owners, and (iii) provided to us information on the existing
suspended tax debts of some of the previous owners.
Brookfield also informed that Plaza Shopping Trust is presently enjoying a
special program, issued by Law 11,941/09, to pay tax debts in
installments (Refis). According to Brookfield, the total amount subject to
such program is estimated in R$ 25 million. It is important to analyze if this
company is observing the requirements prescribed in the mentioned law,
in order to continue enjoying such special program. If it is not timely
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Lawsuit against
Brookfield
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paying such program, this could negatively impact the sale of the
Shopping. No document has been provided on this issue yet.
We have also identified that there is one lawsuit against Brookfield, that
could impose upon Brookfield the payment of a significant indemnification
to the plaintiff, which value is as of this moment not appraisable. If
Brookfield does not have sufficient cash or assets to pay such
indemnification, the acquisition of Brookfield’s interest by the JV could be
challenged.
Labor Issues There are 39 lawsuits filed against BPS. However, the real liability was not
informed for all of them, but only an estimative pointed by the plaintiffs
when filing the claim. Also, in relation to 18 of these lawsuits, the object
was not presented.
We verified that 80 employees resigned and 102 were dismissed during
the period from September, 2009 to August, 2011. It is important to have
information on the reason for the high number of terminations and
examine its possible negative impact, knowing that the statute of limitation
of 2 years for the filing of labor claims is still in course.
A few relevant documents and information were not provided regarding
labor practices, work routine, labor policies, etc. Thus, we will not be able
to comment on such aspects and verify if they may raise any concern.
Tax Issues IPTU: No document has been provided by Brookfield in connection with
the IPTU levied on Botafogo Praia Shopping. Nonetheless, we are aware
that the Municipality of Rio de Janeiro changed the criteria of the
assessment of such tax as of tax year 2009. At this time, the tax
authorities formally recognized that no complementary IPTU tax was due
with regard to the previous years. Until tax year 2008, the tax was
imposed considering each suite, cinema and park area of the shopping as
an independent real estate. However, given the fact that Botafogo Praia
Shopping is registered with the Real Estate Registry in only one
enrollment, the Municipality, as of 2009, opted to assess the IPTU
considering the shopping as one real estate only. As a result, the total
amount of IPTU was substantially increased, from January 01, 2009 on. In
2009, for instance, the total amount of IPTU was increased from R$ 1.8
million to R$ 5.2 million. The co-owners of Botafogo Praia Shopping are
presently challenging the assessments of IPTU regarding tax years 2009,
2010 and 2011 in court through two different lawsuits (one related to the
years 2009 and 2011, and the other related to 2010). The amount
involved in such lawsuits comprise the total of approximately R$ 18,7
million. We have evidence that the amounts of 2009, 2010 and 2011 have
been deposited by the co-owners at the administrative level and therefore
such amounts will revert to the co-owners should they be successful in
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Environmental
Aspects
DOCS - 351174v1
their challenge. Besides the referred IPTU debts in the amount of R$ 18,7
million (related to tax years 2009, 2010 and 2011), it was possible to verify
that there are other IPTU debts, regarding previous tax years from 2008,
in the amount of R$ 11,6 million. Brookfield believes that such amount of
R$ 11,6 million, or at least part of it, has been deposited and undertook to
confirm this information with the lawyer that is in charge of the
corresponding proceedings. However, Brookfield has not confirmed such
information yet. Therefore, considering the total amount of R$ 30,3 million
(R$ 18,7 million + R$ 11,6 million), regarding the existing IPTU debts of
Botafogo Praia Shopping, it was only possible to confirm that part of it
(R$ 18,7 million) has been subject to administrative deposits.
We recommend to confirm if the mentioned R$ 11,6 million has also been
subject to deposits because, according to the legislation in force, the
purchaser of Botafogo Praia Shopping would be responsible for the
payment of existing debts of IPTU.
Social Contributions: In order to proceed with the registry of the last
habite-se, which mentions an expansion of the shopping occurred in
1999, the Real Estate Registry is requiring the social security contribution
clearance certificates of construction works regarding such expansion.
With the registry of the last habite-se and the institution of a condominium
(in which suites of Botafogo Praia Shopping should represent
independent real estates, for IPTU purposes), we are aware that the coowners
of the shopping are planning to request to the Municipality of Rio
de Janeiro to change the criteria of the assessment of IPTU adopted as of
2009 (as mentioned above, in item “IPTU”). Considering that the coowners
do not have such clearance certificate, a despachante was hired
in the beginning of 2011 to obtain this document. However, this certificate
has not yet been issued by the Internal Revenue Service.
If the despachante is not able to obtain this certificate, the co-owners
apparently would be willing to pay the amount supposedly due to obtain
such certificate (approximately R$ 700 thousand, according to such
despachante). However, in November 2011, the despachante has
informed that such amount was reduced to R$ 20 thousand. It was not
possible to validate such amount.
Certificates: We have not received some certificates related to tax matters
from Brookfield and some information on tax lawsuits, as described in the
Report. It is important to analyze the missing certificates, as they may
have an impact on the transfer of Brookfield’s interest in Botafogo Praia
Shopping.
Asbestos-containing materials are disposed jointly with rubble: That kind
of waste is considered hazardous as per Brazilian legislation and should
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have a special final disposal. This non-conformance can lead to civil,
criminal and administrative liability.
Deactivated Gas Station: There was a gas station located near the
property. There is no information regarding its deactivation. Golder
considered the current status of the area a “relevant environmental issue
as it poses a potential risk to human health due to exposure to
hydrocarbons”. Theoretically, from a strictly legal viewpoint, in the
hypothesis of said contamination occur, the co-owners of Botafogo Praia
Shopping might be held liable for decontaminating Shopping´s site and for
providing compensation to third parties if a damage to their health is
caused or is likely to be caused, as indirect polluters.
Diesel Oil Storage non-compliant: There are four aboveground tanks for
diesel oil storage without the proper containment system. This represents
a non-compliance with the requirements regarding the storage of
flammable and combustible liquids. According to Brazilian environmental
legislation, the storage of products or substances hazardous to human
health or to the environment, in noncompliance with the legal and
technical requirements, may be regarded as an administrative infraction
and as a criminal violation.
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SECTION I – SHOPPING CIDADE
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CHAPTER 1 – STRUCTURE OF THE SHOPPING CENTER
[Intentionally deleted]
8

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CHAPTER 2 – REAL ESTATE ASPECTS
[Intentionally deleted]
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CHAPTER 3 – CORPORATE ASPECTS – CAE
[Intentionally deleted]
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CHAPTER 4 – LEASE AGREEMENTS
[Intentionally deleted]
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CHAPTER 5 – GENERAL AGREEMENTS
[Intentionally deleted]
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CHAPTER 6 – INTELLECTUAL PROPERTY
[Intentionally deleted]
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CHAPTER 7 – LABOR ASPECTS
[Intentionally deleted]
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CHAPTER 8 – CIVIL LITIGATION
[Intentionally deleted]
15

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CHAPTER 9 – TAX MATTERS
[Intentionally deleted]
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CHAPTER 10 – ENVIRONMENTAL ASPECTS
[Intentionally deleted]
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SECTION II – BOTAFOGO PRAIA SHOPPING
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CHAPTER 1 – STRUCTURE OF THE SHOPPING CENTER
Botafogo Praia Shopping is a shopping center located in Rio de Janeiro, State of Rio
de Janeiro, facing the streets Praia de Botafogo (main entrance), Professor Alfredo Gomes
and Muniz Barreto, with 15,379 square meters of leasable area, 170 stores and 7 levels of
parking spaces.
Botafogo Praia Shopping is exploited by Brookfield Brasil Shopping Centers Ltda.
(“Brookfield”), which holds a 49% interest in the shopping, and by Fundo de Investimento
Imobiliário Ancar IC (the “Ancar Fund”), which holds a 51% interest.
The co-owners of Botafogo Praia Shopping have not entered into a condominium
convention to govern the relationship among them.
However, they did create a company named BPS Shopping Center Ltda. (“BPS”),
which is responsible for the management of the Shopping. Accordingly, the co-owners
replicated in BPS the same holding structure that they have in Botafogo Praia Shopping: each
co-owner (or, in the case of the Ancar Fund, a company subject to the same controlling group
– São Marcos Empreendimentos Imobiliários Ltda.) hold interest in BPS in the same
proportion that they hold interest in the Shopping. Note that there is no written management
agreement executed between the co-owners, on one side, and BPS, on the other side.The
corporate aspects of BPS are examined in Chapter 3 below.
BPS, on its turn, delegated substantially all of its duties to Ancar Ivanhoe
Administradora de Shopping Centers Ltda. (“Ancar IC Administradora”) by entering into two
agreements related to the rendering by Ancar IC Administradora of management services: (i)
a Contract for the rendering of services of coordination, planning and management of the
Botafogo Praia Shopping (the “Lease Management Agreement”), and (ii) a Contract for the
provision of services of coordination and management of the revenues and expenses of
Botafogo Praia Shopping (the “Revenue Management Agreement”, which, when together with
the Lease Management Agreement, shall be referred to as the “Ancar Management
Agreements”). Such agreements are summarized in item 2 below.
In spite of Ancar IC Administradora being the actual manager of Botafogo Praia
Shopping, all personnel working therein are hired by BPS. BPS has 166 workers (employees
and trainees), all working in Botafogo Praia Shopping. The labor aspects pertaining to such
workers are reviewed in Chapter 7 below.
Furthermore, most of the contracts related to Botafogo Praia Shopping (e.g., contract
for energy supply) are entered into by BPS. Such contracts are summarized in Chapter 5.
BPS collects from tenants (i) a management fee corresponding to 5% on the general
expenses payable by the tenants, (ii) charges related to general expenses of Botafogo Praia
Shopping, (iii) charges related to the promotion fund and the (iv) rent owed to the co-owners.
While the rent revenue is distributed to the co-owners, and charges (both general and
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promotion fund) are applied by BPS to cover such expenses (which includes the payment of
salaries to BPS employees), the management fee is surrendered to Ancar IC Administradora.
1. Rules applicable to the relationship of the co-owners
Considering that the co-owners have not entered into a condominium agreement, their
relationship between them as co-owners of Botafogo Praia Shopping is governed by law, more
specifically by the Brazilian Civil Code. The Civil Code dedicates one chapter and eleven small
articles to the civil condominium, which main rules are the following:
DOCS - 351174v1
(a) Each co-owner is entitled to freely sell and encumber its interest in the
property.
(b) None of the co-owners may change the destination of the property, nor grant
the right to its possession or use to third parties, without the consent of the
other co-owners.
(c) Whenever a co-owner wants to sell its interest in the joint property, the other
co-owner with largest interest shall have a right of first refusal. The other coowners,
if existent, will have the same right should the first co-owner not
exercise this right.
(d) Each co-owner is under the obligation to contribute, proportionately to its
interest, to the maintenance of the property. A co-owner may renounce its
interest upon the property by not making contributions to such expenses. In
such an event, if the other co-owners undertake to pay the expenses related to
the renouncing co-owner interest, they shall become the owners of such
interest, in the same proportion as to the payments they have made.
(e) Any co-owner may, at any time, request the condominium to be extinguished.
In this case, if the joint property can be divided without compromising its value,
it shall be divided among the co-owners. If not (as it would be the case of
Botafogo Praia Shopping), the co-owners can agree that the property will be
adjudicated to one of the co-owners, which co-owner shall indemnify the other
co-owners. If such agreement is not possible, the property shall be sold. The
co-owners shall have preference over third parties on the sale, and among the
co-owners, it shall be preferred the co-owner that holds interest in the most
valuables improvements on the property, and if there are not any
improvements, the co-owner with the highest stake on the property shall be
preferred.
(f) The appointment of the property manager and all other important decisions
regarding the management of the property are to be taken by a majority vote.
The co-owners vote according to their percentage interest in the property.
Should a tie occur, the issue shall be referred to a judge.
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It should be pointed out that the parties are in the process of creating a building
condominium in Botafogo Praia Shopping. Once this building condominium is created,
Botafogo Praia Shopping’s current enrolment with the Real Estate Registry (matrícula 39.571
referred to below) will be cancelled and replaced by new enrolments covering each of the
newly created autonomous units. For a description of the building condominium concept
please refer to Chapter 2 of Section I of this Report, which addresses the Shopping Cidade
building condominium.
2. Management Agreements of Botafogo Praia Shopping
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The Ancar Management Agreements were executed on November 1, 2008.
Under the Lease Management Agreement, it is incumbent upon Ancar IC
Administradora, among other duties:
(a) coordination and supervision of the Relationship With Tenants department.
Such duty shall include (i) control of the tenant mix of the Shopping, including
the replacement of tenants, with the prior approval of BPS, (ii) performance
analysis of the tenants, (iii) replacement of tenants, aiming at dismissing those
who show a less than satisfactory performance in order to maintain the mall’s
constant attractiveness, (iv) provide support to the financial-administrative team
of the Shopping, aiming at keeping a low default level; (v) supervise the
calculation of the rent, (vi) calculate, control, and collect lease charges and
other expenses from the tenants, (vii) supervise a monthly auditing on the
sales of each tenant, (viii) prepare and submit a monthly report on the
execution of the mentioned auditing, and (ix) negotiate amendments and
renewals to the lease agreements.
(b) legal matters: (i) supervise and prepare lease agreements and its
amendments, as well as res sperata agreements, terminations, settlements,
transfers of lease rights, and other instruments relating to the lease
agreements and (ii) supervise judicial procedures for the collection of rent and
other lease related lawsuits;
(f) approve the annual budget of the Shopping, with the participation of the coowners,
until December 30 of each year;
(g) implement and maintain the computer system of the Shopping;
(h) supervise the Human Resources team, including the supervision of the
selection, hiring and training process of all personnel necessary to the
Shopping’s operation, with the approval of the Co-Developers; and
(i) coordinate and supervise the Architecture and Decoration team of the
Shopping.
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It is expressly excluded from the purpose of the agreement services related to the
operation of the parking lot, the commercialization of stores and spaces of the common areas,
merchandising actions, overseeing of construction works, consulting in structured operations
and energy generation.
In consideration for the provision of such services, BPS shall pay monthly to Ancar IC
Administradora, until the 10 th day of the subsequent month, the amount of R$1,000.00
adjusted by the variation of the IGP-DI (Índice Geral de Preços – Disponibilidade Interna),
published by the Fundação Getúlio Vargas. 1
The original term of validity of this agreement expired on May 1, 2010. However,
although no amendment has been executed, since no new agreement has been entered into
and the services continue to be rendered, it is the understanding of the parties that it is still in
force for an undetermined period of time.
Under the Revenue Management Agreement, it is incumbent upon Ancar IC
Administradora, among other duties:
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(a) control and record keeping of revenues and expenses;
(b) hiring efficient software for the management of the Shopping;
(c) issuance of invoices and collection of the condominium expenses from the
tenants;
(d) implementation of the safety and cleaning programs;
(e) control the payment of taxes levied on the property; and
(f) conduct the judicial and extrajudicial litigation involving the Shopping, at BPS’
costs.
In consideration for the provision of such services, BPS shall pay monthly to Ancar IC
Administradora, until the 10 th day of the subsequent month, the amount of R$40,000, adjusted
by the variation of the IGP-DI. Additionally, BPS has to reimburse several costs of Ancar IC
Administradora related to the provision of the services. 2
The original term of validity of this agreement expired on May 1, 2010. However,
although no amendment has been executed, since no new agreement has been entered into
1 As Brookfield has informed us that BPS’s expenses derive only from the payment of its employees and tax
levied on its income, we have asked them if BPS effectively pays this fee, but we have not been provided
with an answer yet.
2 As Brookfield has informed us that BPS’s expenses derive only from the payment of its employees and tax
levied on its income, we have asked them if BPS effectively pays this fee, but we have not been provided
with an answer yet.
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and the services continue to be rendered, it is the understanding of the parties that it is still in
force for an undetermined period of time.
3. Parking lot management
The parking lot in Botafogo Praia Shopping is managed by a company named Rolcan
Brasil Estacionamentos Ltda. (“Rolcan”).
Rolcan became incumbent upon the management of the parking lot in accordance with
an instrument for the rendering of services entered into on November 1 st , 2008 by BPS and
Rolcan, which was also executed by São Marcos, Plaza Trust and Banco Ourinvest S.A. as
intervening parties.
According to this agreement, Rolcan shall supervise the management of the parking lot
of Botafogo Praia Shopping, as well as the income and expenses derived from the exploitation
of said space.
For the rendering of such services, BPS shall pay to Rolcan a fee that is equal to 15%
of the net revenues from the parking lot exploitation.
The original term of validity of this agreement should have expired on May 1, 2010.
However, although no amendment has been executed, since no new agreement has been
entered into and the services continue to be rendered, it is the understanding of the parties
that it is still in force for an undetermined period of time.
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CHAPTER 2 – REAL ESTATE ASPECTS
Brookfield is the registered owner of 49% of the property on which Botafogo Praia
Shopping is located. Such interest was acquired from the Malzoni Family group. Initially
Brookfield acquired the quotas representative of the capital of Plaza Trust Spco Ltda. (“Plaza
Trust”). Afterwards, in the end of 2008, Plaza Trust was spun off, and the spun off part was
merged into Brookfield Brasil Shopping Centers Ltda.
The remaining interest in the Shopping (51%) is held by Fundo de Investimento
Imobiliário Ancar IC (the “Ancar Fund”), an investment fund managed by Banco Ourivest S/A
(“Banco Ourinvest”). According to the Real Estate Registry, Ancar Fund’s title on the property
is a promise of purchase and sale agreement executed on 01.22.2009 with São Marcos
Empreendimentos Imobiliários Ltda. (“São Marcos”).
The property where Botafogo Praia Shopping is located (“Botafogo Praia Shopping
Property”) is registered under matrícula 39.571 of the 3 rd Office of Real Estate Registry of Rio
de Janeiro.
The Botafogo Praia Shopping Property is described under AV-16 of matrícula 39.571
as follows: a land in the shape of a six-sided polygon, with an area of 5,703.21 square meters,
measuring by the front side 30.99 meters, plus 9.10 meters in a curve subordinate to a 6
meters radius; to the right 133.96 meters, plus 10.19 meters in a subordinate curve to a 6
meters radius; to the left 146.83 meters in three segments: 119.44 meters in a straight line,
plus 3.25 meters narrowing the land, plus 24.14 meter in a straight line closing the perimeter;
on the back measures 33.5 meters; bordering Praia de Botafogo at the front, Professor Alfredo
Gomes Street at the right, properties 384 Praia de Botafogo and 621 Muniz Barreto Street at
the left, and Muniz Barreto Street at the back.
The property is partially located in an area that is under the domain of the Federal
Union. In respect to such part of the property (which is not very wide), the rights held by
Brookfield and Ancar Fund on the property result from the segregation of the useful domain
(held by the co-owners) from the direct domain (held by the Federal Union). Under Item 2
below a thorough explanation of this circumstance is presented, as well as the consequences
arising thereof.
The chart below is a simplified map indicating the entire chain of succession of the
Botafogo Praia Shopping Property since the opening of the matrícula, on February 28, 1989 3 :
3 The dates indicated on this chart are the dates of execution of each agreements.
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off
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Susa S/A
Citibank Leasing S/A
12.28.1988 – Sale
02.14.1997 – Sale
Vendex do Brasil Industria e Comercio S/A
05.04.2000 – Sale
São Marcos Vendex Plaza Empreendimentos
51% 35% 14%
10.18.2002
- Merged
into
São Marcos Vendex Plaza Trust
51% 35% 14%
11.25.2002 – Payment in kind
São Marcos Geminus Plaza Trust
51% 35% 14%
11.29.2002
Capital Increase
São Marcos Plaza Trust
51% 49%
12.28.2007 – Capital Increase
Curicica Plaza Trust
51% 49%
08.01.2008 – Merged into
São Marcos Plaza Trust
51% 49%
01.22.2009 – Promise of Purchase and Sale
Ancar Fund Plaza Trust
51% 49%
Ancar Fund Brookfield
51% 49%
12.26.2008 – partial spin-
25

Brookfield is the registered owner of 49% of the Botafogo Praia Shopping Property
since November 5, 2010. Before that, Plaza Trust registered the acquisition of its interest in
the property in two different moments: the ownership on 14% of the property was registered
on November 21, 2002 and the ownership on 35% of the property was registered on
November 18, 2004.
1. Construction of the mall
On 12.19.2005, a license to modify the property, creating an additional area and to
alter the usage of the property was recorded under AV-28 of the matrícula. According to such
license (dated as of 11.22.1999), the Municipality authorized the construction of: a two story
building of stores to be built on an existing pavement of stores; above that floor, seven floors
of parking spaces to be built in the height of 4 floors, plus an horizontal addition in these 8
floors on which stores were to be built, provided that the 8 th floor shall contain 10 stores and 6
movie theaters. The additions were designated as: no. 400 (building), stores 101 to 154; 201
to 258; 301 to 356; 401 to 403; 501 to 504; 601 to 603; 701 to 705; and 801 to 816; and 756
parking spaces; all comprising a built-up area of 57,611.85 square meters. The negative
certificate regarding social security contribution (CND/INSS) 4 was presented accordingly.
On 09.23.2010, a new license was granted to alter an existing building, creating an
additional area, and to unify and split stores. According to such license, the occupancy permit
is granted in regard to the property of Praia de Botafogo, 400, stores SS101, 101, 104 to 106,
108, 110, 112 to 120, 122, 124, 126, 128, 129, 131, 133 to 135, 137 to 139, 141 to 145, 147,
153, 201 to 203, 205 to 208, 210 to 216, 218, 220 to 224, 227 to 230, 232, 233, 235 to 237,
240, 241, 243 to 245, 247 to 249, 251, 252, 254 to 257, 301, 302, 304, 305, 307, 308, 310 to
313, 315 to 317, 320, 322, 324, 326, 328 to 332, 334, 336, 337, 339, 340, 342, 343, 346, 351,
354, 355, 401, 402, 402A, 403, 404, 405, 501 to 503, 504, 504A, 505, 601, 701, 702, 702A,
703, 704, 704A, 705, 801 to 807 and 809 to 816. We have not received evidence that this
license was recorded under the property matrícula, and we did not receive copy of the
respective negative certificate regarding social security contribution (CND/INSS).
2. Liabilities related to previous owners of Brookfield’s stake in Botafogo Praia
Shopping
Debts and lawsuits filed against the previous owners of a real property can create a
liability under which the transfer of such real property is challengeable under certain
conditions.
The Brazilian Law consider to be ineffective in relation to a creditor of an obligation
claiming collection of his credit the sale by the debtor of a property made when there is a
pending lawsuit against the debtor capable of making him insolvent. Therefore, there is always
the theoretical risk that the creditor of a previous owner of a real estate, which has a lawsuit in
4 To register an occupancy permit with the Real Estate Registry of the relevant property, it must be
presented a negative certificate issued by the Social Security Institute. Please refer to the Tax Aspects
chapter of this Report for further information on this subject.
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26

course against the previous owner by the time of alienation of the real estate by the previous
owner, requests the foreclosure of such real estate in order to obtain the proceeds necessary
for the payment of the relevant credit. This may occur in relation to any previous owner, even if
such previous owner ceased to be the registered owner of the property many years ago.
In order to protect himself from such risk, the person acquiring the property must prove
that it acted in good faith (adquirente de boa fé) when it purchased the property, that is, must
present evidences that he has made the usual required due diligence in order to ascertain that
the seller of the property has not made the transaction in fraude à execução 5 .
An usual required due diligence would be to obtain certificates regarding the seller of
the property and to obtain copy of the title upon which such person gained ownership over the
property. In case the title does not mention the existence of lawsuits or debts, the risk of
fraude à execução may be disregarded.
However, if the title upon which the previous owner acquired ownership over the
property is a corporate act, without the execution of a public deed before a notary office, it is
recommendable that the buyer, in addition to the analysis of the title, obtains certificates
regarding the relevant previous owner. In such case, any lawsuit that already existed by the
time the previous owner acquired the property which could represent a fraude à execução
would still be in course and thus would be identified.
As an extra precaution, if the property had been recently transferred to the previous
owner, it would also be advisable to analyze the title related to such transfer, and in case such
title was not a public deed drawn up by a notary office, obtain certificates regarding the person
that had ownership over the property previously to that previous owner.
If, after all those measures have been taken, no lawsuit which could represent a fraude
à execução is identified, the buyer’s good faith could hardly be challenged.
To evaluate those risks, we have requested Brookfield to present certificates regarding
the filing of lawsuits with respect to the following persons and companies:
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(i) Plaza Shopping Trust Spco Ltda. (“Plaza Trust”). Brookfield is the legal
successor of Plaza Trust by reason of a spin off transaction; and
(ii) Plaza Shopping Empreendimentos Ltda. and Geminus do Brazil Comercio e
Participações Ltda., which were the previous owners of Plaza Trust’s interest in
the Botafogo Praia Shopping Property.
In the certificates issued by the State Court Proceedings Distributors of Rio de Janeiro
and São Paulo made available in the data room, there are some lawsuits filed against the
former co-owners of Botafogo Praia Shopping (for more information regarding said certificates,
5 A transfer of property made by a person who has outstanding debts can be considered fraudulent (“fraude
à execução”) if (a) there is an ongoing lawsuit against such seller and (b) seller does not hold enough
assets to cover all of his or her debts.
27

see the Annex A to this Report). Among those lawsuits we have identified the following cases
that may represent a relevant contingency to the former co-owners:
(a) Lawsuits against Plaza Shopping Empreendimentos
DOCS - 351174v1
On October 14, 2002, Fundação CESP, a co-owner of West Plaza Shopping,
filed a lawsuit against some of the others co-owners, including Plaza Shopping
Empreendimentos, and against other Defendants, aiming at the termination of
the management agreement of the shopping entered into with Plaza Paulista
Administração de Shopping Centers S/C Ltda. coupled with indemnification for
losses and damages corresponding to part of the revenue it should be entitled
as a co-owner, allegedly not duly received. Fundação CESP also requested a
preliminary injunction for the immediate removal of Plaza Paulista as the
manager of the shopping and the judicial seizure (“penhora judicial”) of the
revenue of Plaza Shopping Empreendimentos and Vendex do Brasil Indústria
e Comércio.
The losses and damages shall be evaluated in expert evidence and the
corresponding value is not appraisable at this moment.
When the lawsuit commenced (October 14, 2002), Plaza Shopping
Empreendimentos had not yet sold its stake in Botafogo Praia Shopping to
Plaza Trust SPCO (this sale took place only on November 21, 2002), but when
it was summoned (on January 27, 2003) the sale of said stake to Plaza Trust
SPCO had already been accomplished. Therefore and also because there are
many other defendants in the lawsuit, we estimate that the risk of said lawsuit
having a negative impact on the successive transactions involving the stake of
Plaza Shopping Empreendimentos on Botafogo Praia Shopping is remote.
After the sale of the stake of Plaza Empreendimentos in Botafogo Praia
Shopping to Plaza Trust SPCO, Fundação CESP filed (on December 11, 2002)
a similar lawsuit as the one summarized above against the same Defendants
aiming at the termination of the management agreement of Shopping Center
Paulista entered into with Plaza Paulista Administração de Shopping Centers
S/C Ltda. also coupled with indemnification for losses and damages. As said
lawsuit was commenced after Plaza Empreendimentos had sold its stake in
Botafogo Praia Shopping, we believe that the result of the claim will not impact
the successive transactions involving the stake of Plaza Shopping
Empreendimentos in Botafogo Praia Shopping.
(b) Lawsuits against Plaza Shopping Trust SPCO
Fundação CESP filed a collection lawsuit against Plaza Shopping Trust SPCO
Ltda. aiming at the payment of 30% of the rents arising from some lease
agreements of Shopping Center West Plaza during the period from November
2000 until March 2007, when the Plaintiff was a co-owner of said shopping.
28

DOCS - 351174v1
According to Fundação CESP, an expansion of West Plaza was developed
without the authorization of the Plaintiff although it had title over 30% of the real
estate properties that composed West Plaza. As Fundação CESP did not paid
for the costs of the expansion, it has never received any participation on the
corresponding rents paid by the Tenants of the commercial areas installed in
the expanded area.
The lawsuit was filed against Plaza Trust SPCO on the ground that the
company was the sole co-owner that had control over the administration of the
shopping and was successor of the companies that were responsible for the
expansion of the shopping.
The collection lawsuit involves the amount of R$ 5,280,837.00 (data basis on
October 30, 2007).
When the lawsuit was filed, Plaza Trust SPCO had not yet sold its stake in
Botafogo Praia Shopping to Brookfield. Therefore if the Defendant does not
have sufficient cash or assets to pay the amount in dispute in the event of a
judicial decision upholding Fundação CESP’s claim, the acquisition of Plaza
Trust SPCO’s stake in Botafogo Praia Shopping by Brookfield could be
challenged and this situation could also affect the purchase of Brookfield’s
stake in Botafogo Praia Shopping by JV.
It is worth mentioning that in its judicial defense Plaza Trust SPCO claimed to
have assets valued at more than US$ 1 billion. It is not possible to assess if
said financial condition of Plaza Trust SPCO would remain the same by the
end of the lawsuit.
In any case, we have looked back on the previous transferences to determine which
was the first previous transaction that was not a corporate act, and procured copy of the
respective deed. The first previous transactions carried out transferring ownership of
Brookfiled’s stake on Botafogo Praia Shopping were the sales made by Vendex do Brasil –
Industria e Comércio Ltda. (“Vendex”) to (i) Geminus do Brasil Comercio e Participações Ltda.
(“Geminus”) and to (ii) Plaza Shopping Empreendimentos Ltda. (“Plaza Empreendimentos”).
According to the Public Deed of Purchase and Sale entered into between Vendex and
Plaza Empreendimentos on 05.04.2000, Vendex presented certificates regarding the filing of
lawsuits, which, as informed in the deed, did not indicate the existence of lawsuits against
Vendex that could impede the execution of that deed.
According to the Public Deed of Payment in Kind entered into between Vendex and
Geminus 11.25.2002, Vendex represented and warranted that it suffered no claims under
which the Botafogo Praia Shopping Property was liable.
29

3. Federal Union’s domain
According to Law no. 9.760/1946, all areas that are located within 33 meters of
location where there was an influence from the tides in the year of 1831 (preamar média de
1831) are considered to be areas of the Marine (“área de Marinha”), and therefore owned by
the Federal Union.
Under such legislation, the useful domain (domínio útil) can be segregated from the
direct domain of the properties held by the Federal Union. The useful domain is comprised of
all rights related to the use of the property. In light of that, the useful domain can be
transferred to others by means of an operation named “aforamento” (or enfiteuse). When an
aforamento is made, it is said that the property is foreira to the domain of the Federal Union.
When an aforamento is made, the foreiro (person under whose name the domínio útil
is registered) has to pay an annual fee equal to 0.6% (foro) of the value of the portion of the
land that is under the aforamento. Additionally, each time a transfer of the domínio útil is
made, preemptive rights must be granted to the Federal Union (which is normally only a formal
procedure, given that it is not usually exercised). If the Federal Union chooses to not enforce
its preemptive rights, a fee equal to 5% (laudêmio) of the value 6 of the portion of the land that
is under aforamento is charged from the seller.
If the annual fee is not dully paid, a transfer cannot be authorized. Moreover, if the fee
is not paid for three consecutive years, or four non-consecutive years, the aforamento will be
deemed void.
After a transfer is made, the buyer must present to SPU the respective deed, within 60
days from the transaction, requesting that the SPU’s record be updated. If said period is not
complied with, a monthly fine equal to 0.05% will be levied.
3.1 Botafogo Praia Shopping Property aforamento
The Botafogo Praia Shopping Property is located near the shore of Botafogo, and, as
result, a part of the property is located under the Federal Union’s domain. Therefore, an
aforamento agreement (Termo de Aforamento) regarding an area of 160,25 square meters
was executed (please note that we did not receive copy of this Termo). The part of the
property that is under aforamento is registered under RIP 6001 0027390-20 (which is the
enrollment of the property with SPU).
According to the SPU’s record, the holder of the entirety of the useful domain is
Curicica Mineração Ltda., which is a company that owned 51% of the property before São
Marcos and Ancar Fund. Curicica is actually not the owner of any part of the property since
03.11.2010. Such situation must be regularized within SPU in order to indicate Brookfield as
6 In practice, the Office for the Federal Union Assets (Secretaria do Patrimônio da União – “SPU”) considers
three values to determine the amount of the laudêmio: the value of the transaction, the value of the
property under the SPU register and the value of the property under the Municipality register. The 5% fee
is levied on the highest of the three values.
DOCS - 351174v1
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co-owner of the Botafogo Praia Shopping Property, allowing the issuance of the certificate
authorizing the transfer by Brookfield to Ancar/Ivanhoe/CPP.
4. Tax on real estate property transfer (ITBI). Transferences made without payment
According to the Federal Constitution, article 156, 2 nd paragraph, item I, tax on real
estate property transfer (ITBI) is not assessable on the transfers that are made (i) by virtue of
payment of capital increase, or (ii) on the transferences that occur as a result of (ii.a) merger of
a company (or part of the assets of a company, after a spin-off) into another, (ii.b)
amalgamation of companies or (ii.c) extinguishment of a company, except if the overriding
activity of the company that is gaining ownership on the property is the purchase and sale or
lease of real estate property (“Real Estate Business Activity”).
The Brazilian Tax Code (Law no. 5.172/1966 – CTN) establishes that for the purpose
of determining the overriding activity of a company, the income of the company from the
preceding two years and the following two years will be considered. If 50% or more of the
company’s income derives from Real Estate Business Activity, the respective ITBI shall be
assessed.
In Rio de Janeiro City, Municipal Law no. 1.364/1988 regulates the tax on real estate
property transfer, and the same principal established on the CTN is applicable.
4.1 ITBI on Botafogo Praia Shopping Property – Previous transferences made under
termination condition
According to the matrícula of Botafogo Praia Shopping Property, two transferences
regarding Brookfield’s interest on the property were made before Brookfield acquired its
interest without the payment of ITBI: (i) transfer of 14% interest from Plaza Empreendimentos
to Plaza Trust and (ii) transfer of 35% interest from Geminus to Plaza Trust.
In the case of the transfer of 14% of the property from Plaza Empreendimentos to
Plaza Trust, a writ of mandamus was filed to obtained a court order that determined that the
Real Estate Registry should not demand the presentation of the proof of payment of ITBI.
Later on, the certificate of non assessment of ITBI was also obtained for this transfer.
In the case of the transfer of 35% of the property from Geminus do Plaza Trust, the
certificate of non assessment was obtained.
We did not receive copy of the decision of the writ of mandamus, or the certificates of
non assessment of tax on real estate property transfer.
According to the registry made with regard to the transfer of the 14% interest from
Plaza Empreendimentos to Plaza Trust, it is expressly provided that the certificate was issued
on the condition that the acquiring company shall not have as its overriding activity a Real
Estate Business Activity.
DOCS - 351174v1
31

With respect to the transfer of the 35% interest from Geminus do Brasil to Plaza Trust,
the registry does not mention any termination condition, which may, however, result from an
error of the Real Estate Registry, since the verification of the overriding activity is mandatory
as a result of the Law.
In any case, those transfers were registered with the Real Estate Registry in 2002 and
2004, respectively. As a result, if the City’s Attorney has not yet filed a suit to charge such ITBI
based on the verification of the termination condition, the debt would have expired under the
statute of limitation, and therefore, would no longer be collectable.
5. Mortgages
The Botafogo Praia Shopping Property is subject to four mortgages, as informed
below 7 .
A. 1 st Mortgage of 17,5% (R-19/AV-24)
Deed: 11.29.2002
Creditor: Koninklijke Vendex KBB N.V. (Netherlands)
Debtor: Plaza Trust
Mortgagor: Geminus do Brasil Comercio e Participações Ltda.
Debt: R$100,815,000.00
According to the sale agreement entered into between Plaza Trust and Koninklijke
Vendex KBB N.V. (“Koninklijke”), dated as of 11.21.2002 (the “Geminus Sale Agreement”),
Plaza Trust acquired the quotas representative of the corporate capital of Geminus do Brasil
Comércio e Participações Ltda. (“Geminus”), which, at that time, held a 35% interest on
Botafogo Praia Shopping for a price of US$28,600,000.00 8 , in five installments.
Plaza Trust undertook to grant, on the closing date of the transaction (i) a first
mortgage on 50% of the acquired interest in Botafogo Praia Shopping Property to Koninklijke,
(ii) a first mortgage of 50% of the acquired interest in Botafogo Praia Shopping Property to
Banco BCN S.A. and (iii) a second mortgage of 100% of the acquired interest in Botafogo
Praia Shopping Property to Banco BCN S.A. Drafts of the respective deeds were supposedly
attached to the Geminus Sale Agrement, but we were not provided copies of such exhibits.
On 06.20.2008, Maxeda DIY Group B.V. (“Maxeda”), thereby appearing as the legal
successor of Koninklijke, and Plaza Trust entered into a settlement agreement (the “Geminus
Settlement Agreement”) to put an end to disputes arising from the Geminus Sale Agreement.
According to the Geminus Settlement Agreement, Maxeda agreed that Plaza Trust debts
related to the purchase price of Geminus’ quotas be reduced by US$3,000,000.00, and Plaza
Trust undertook to pay the outstanding balance on or prior to 06.25.2008 (this date was later
altered to 01.16.2009).
7 Please note that the mortgages’ degrees mentioned hereunder are accordingly to the priority they hold
today, irrespective of the priority they might have had when they were first registered.
8 According to the deed of mortgage executed on 11.29.2002, the price should be paid in Reais. Therefore,
the amounts for each installment should be converted at a rate of 3.25. However, such rule is not reflected
in the Sale Agreement.
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Subject to the effective payment of the outstanding balance by Plaza Trust, Maxeda
granted Plaza Trust full release with respect to the obligation to pay the price for the
acquisition of Geminus’ quotas.
In consideration of such release, but also subject to the effective payment, Maxeda
authorized the release of the mortgage granted to Koninklijke. Attached to the Geminus
Settlement Agreement is the draft of a letter addressed to the 4 th Civil Court of São Paulo,
under which the parties would request the Court to issue a letter to the real estate office
determining the cancelation of the mortgage object of R-19 and AV-24 of the matrícula 39.571.
However, we are not informed if the outstanding balance was actually paid, and we were not
provided with evidence that (a) a motion requesting the issuance of a letter to be directed to
the Real Estate Registry was ever presented to that the Court, or that (b) that letter has ever
been issued. Moreover, as registered on the matrícula, the registry of the mortgage has never
been cancelled. It is important to point out that the cancellation of the mortgage mentioned in
item (i) above does not require a judicial authorization, but only that the creditor addresses a
formal authorization to the Real Estate Registry himself.
We were informed by Brookfield that this debt has already been paid, and that the
mortgage should have been canceled. We have requested for further clarifications on this
matter, and the presentation of the competent document that will allow the cancelation of the
mortgage, but we have not been provided with any such information or documentation.
B. 1 st Mortgage of 31,5% (R-47) and 2 nd Mortgage of 49% (R-48)
Deed: 06.01.2007 – amended by deed of 12.20.2007, and rectified by deed of
11.03.2008
Creditor: Banco Bradesco S.A.
Debtor: Plaza Trust, Paulo Agnelo Malzoni and Victor Malzoni Jr
Mortgagor: Plaza Trust and Plaza Empreendimentos
On 11.05.2002, Plaza Trust, entered into with Banco BCN S.A. 9 (“BCN”) an agreement
of conditional credit assignment with a partial advance to the price and other covenants (the
“Conditional Assignment Agreement”), in which Plaza Shopping Empreendimentos Ltda.
appeared as guarantor, Paulo Agnelo Malzoni and Victor Malzoni Junior appeared as joint
debtors, and Plaza Paulista Administração de Shopping Centers Ltda., BPS Shopping Centers
Ltda. and Plaza São Paulo Administradora S/C Ltda. appeared as intervening parties (all such
parties hence forward named the “Malzoni Companies”).
We have not been provided with copy of the Conditional Assignment Agreement, or
any amendments or related documents thereof, except for the Third Amendment to the
Conditional Assignment Agreement executed on 02.28.2007 (the “Third Amendment”), and
two public deeds under which mortgages were granted.
According to such Third Amendment, under the Conditional Assignment Agreement
the Malzoni Companies assigned to BCN their rights to receive rent revenue from three
9 Banco BCN was later merged into Banco Bradesco S.A.
DOCS - 351174v1
33

shoppings, including Botafogo Praia Shopping (the credit rights from Botafogo Praia
Shopping, hence forward named “Future Receivables”). Essentially, it seems that the structure
of the operation made under this Conditional Assignment Agreement was a loan agreement,
under which BCN would granted the Malzoni Companies monetary loans, and the Malzoni
Companies would assign to BCN their credit rights as payment for such loan.
To secure payment of the loan, the Malzoni Companies mortgaged some of their
assets, including the following mortgages on the Botafogo Praia Shopping Property (i) 14%
first degree mortgage (granted by Plaza Trust), (ii) 17,5% first degree mortgage (granted by
Geminus), (iii) 35% second degree mortgage (granted by Geminus), (iv) 14% second degree
mortgage (granted by Plaza Trust), (v) 31,5% second degree mortgage (granted by Plaza
Trust) and (vi) 49% third degree mortgage (granted by Plaza Trust). The mortgages
mentioned in items i, ii, iii and iv above were canceled by authorization of the creditor (which,
by then, was Bradesco).
As a result, the existing mortgages on the Botafogo Praia Shopping Property related to
the Conditional Assignment Agreement (i.e., a second degree mortgage of 31,5% and a third
degree mortgage of 49%) became, respectively, a first degree mortgage on 31,5% of the
property and a second degree mortgage on 49% of the property. Such mortgages were made
in accordance to the Public Deed of Amendment to the Public Deed of Mortgage and Other
Covenants dated 06.01.2007, which was later complemented by the Public Deed of
Reinforcement of Mortgage, referring to the Fourth Amendment to the Conditional Assignment
Agreement and Other Covenants dated 12.20.2007, and afterward amended by a public deed
of rectification and ratification of the precedent deeds, dated as of 11.03.2008 (which was not
presented to us).
According to the Third Amendment, upon the repayment of each 24 th installment,
Bradesco shall authorize the release of the mortgages corresponding to 20% of all mortgages,
provided that the existing mortgages shall always correspond to 174% of the outstanding
balance.
We are not informed as to the current status of the debt related to this mortgage. We
have requested Brookfield for further information, but we have not received such information
yet.
C. 3 rd Mortgage of 49% (R-52)
Deed: 12.20.2007
Creditor: Banco Bradesco S.A.
Debtor: Brascan Shopping Centers Ltda. (previous name of Brookfield)
Mortgagor: Plaza Trust
Debt: R$1,680,000,000.00
According to the Public Deed of Granting of Mortgage and Other Covenants, made in
accordance to the Bank Credit Certificate no. 2.192.719 and to the Private Instrument of
Agreement for the Future Placement of Bond and Other Covenants no. 2.07.923-0, dated as
of 12.20.2007 (“Deed of the 3 rd Mortgage”), Brookfield mortgaged its 49% interest in Botafogo
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Praia Shopping Property to Banco Bradesco S.A. Please find below the main clauses
contained in this deed:
The mortgage is granted to guarantee the payment of Brookfield’s obligations set forth
in (i) the Bank Credit Certificate no. 2.192.719 issued on 12.10.2007 (“Credit
Certificate”) in favor of Banco Bradesco S.A., on the amount of R$1,680,000,000.00;
and (ii) the Private Instrument of Agreement for the Future Placement of Bond and
Other Covenants no. 2.07.923-0, executed on 12.10.2007, according to which
Bradesco would executed three letters of guarantee on the total amount of
R$1,380,000,000.00.
The mortgage encompasses the land and any constructions and improvements made
on the land until the fulfillment of all of Brookfield’s and Plaza Trust’s obligations;
For the purposes of the constitution of judicial lien in an event of enforcement
procedure, any income, including rent, that comes from the property shall be
considered an accessory to the property;
For the purposes of the constitution of judicial lien in an event of enforcement
procedure, the property is appraised at R$148,000,000.00, provided that the creditor is
authorized to require a revaluation;
Brookfield and Plaza Trust undertook to keep all property related taxes dully paid. In
an event of default, Bradesco is authorized to make the payment, in which case
Brookfield and Plaza Trust are obligated to repay Bradesco within 24 hours from the
receipt of notice thereof. If Brookfield and Plaza Trust do not repay in such period,
10% monthly interest will be levied, along with a 10% fine.
Brookfield and Plaza Trust undertook to comply with the following acts, until all their
obligations are fulfilled: (i) inform Bradesco of the occurrence of any events that might
be a cause of depreciation of the asset, and if it is the case, grant a new guarantee, (ii)
enter into an insurance policy against physical damages to the property with a suitable
insurance company, (iii) hold Bradesco’s rights on the property harmless and defend it
against third party’s claims and (iv) keep the property in perfect condition, and free
from any liens or encumbrances.
The venue of Osasco/SP is the elected jurisdiction to solve any claims thereof,
provided that Bradesco may choose the São Paulo/SP venue or the venue of the
headquarters of Brookfield or Plaza Trust.
According to the 8 th amendment to the Credit Certificate, Bradesco has authorized the
sale of the Botafogo Praia Shopping Property and has agreed to cancel this mortgage in the
event of sale of the asset made for no less than R$119,070,000.00. Such authorization is
effective until 02.28.2012.
6. Judgment liens
The Botafogo Praia Shopping Property is also subject to numerous judgment liens
(penhoras), all related to enforcement procedures filed by the Rio de Janeiro City Attorney,
regarding tax debts.
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Despite the fact that a building condominium was not established in what regards
Botafogo Praia Shopping Proprety, the aforesaid penhoras are actually related to specific units
of the mall and do not encumber the entire property (exception made to a penhora related to a
debt of R$ 7,408.21, registered under no. R.32). All such attachments arouse out of
proceedings filed by the Municipality against São Marcos.
For further information regarding tax debts, including the aforesaid penhoras, please
refer to chapter on Tax Aspects of this Report.
7. Register before the Municipality
According to AV-59 of the matrícula, the Botafogo Praia Shopping Property is
registered before the Municipality under no. 0.560.132-3.
Botafogo Praia Shopping Property was registered under different numbers in the past
years. According to AV-58 of the matrícula, registry no. 0.560.132-3 was actually canceled on
10.13.1999, because it was divided into 207 registries, numbers 2.085.496-4 to 2.085.702-5.
On its turn, registry no. 0.560.132-3 was reactivated on 11.24.2009. We received copy
of a certificate issued with respect to this registry which states that the property is not under
aforamento with the Municipality.
8. Circumstances related to zoning and urban parameters
We have not received much data related to zoning and urban parameters for the
Botafogo Praia Shopping Property. Brookfield present a certificate (“Information Certificate”)
issued by the of the Municipal Office for Urban Matters (Secretaria Municipal de Urbanismo)
with respect to Botafogo Praia Shopping Property. However, there is a page missing from this
certificate, and therefore we cannot confirm all the information contained therein.
Please find hereunder a summary of the information we found in the Information
Certificate, in the website of the Municipal Office for Urban Matters and in the applicable
legislation:
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According to the Information Certificate, the Botafogo Praia Shopping Property
is located in the Residential Zone no. 3 of Rio de Janeiro, and it is not subject
to any act of property preservation due to historical or cultural value
(tombamento) or to expropriation action.
The Directory Plan of Rio de Janeiro was recently changed, due to the
approval of new legislation, under Complementary Law no. 111/2011 (“Rio de
Janeiro’s Directory Plan”). According to Rio de Janeiro’s Directory Plan, the
Botafogo neighborhood is located in a Controlled Macrozone of Rio de Janeiro.
A Controlled Macrozone is a zone of the city where population density is
considered to be high. As a result, new constructions to be made in this area
shall be limited. Urban renewal will preferably be made under reconstruction or
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DOCS - 351174v1
conversion of existing buildings, and commercial growth shall be controlled
wherever the existing infrastructure is deemed to be sufficient. Finally, the
predominance of residential areas shall be respected.
According to information extracted from the website of the Municipal Office for
Urban Matters (Secretaria Municipal de Urbanismo), Botafogo belongs to the
Planning Area 2.1, and it is under the Administrative Region no. IV. Also found
in this website is the information that the Botafogo Praia Shopping Property is
not subject to special guardianship (bem tutelado).
Under the law for urban zoning in Rio de Janeiro the activity of shopping center
is not listed as typical activity. Therefore, we cannot confirm if the activity of
shopping center in the Botafogo Praia Shopping Property is considered to be
an adequate or tolerated use of the property. Nevertheless, it is important to
point out that such activity was permitted by the City, accordingly to the
occupancy permit granted for the Botafogo Praia Shopping Property, which set
out the activity of shopping center as the use of the property.
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DOCS - 351174v1
CHAPTER 3 – CORPORATE ASPECTS – BPS
We analyze in this chapter the corporate aspects of BPS Shopping Center Ltda.
(”BPS”), based on copies of the following documents provided to us by Brookfield in the Data
Room: (i) Articles of Association and 1 st to 6 th Amendment to the Articles of Association of
BPS; (ii) Quotaholders’ Meetings dated July 08, 2003, February 19, 2004, February 19, 2004,
January 06, 2005, February 24, 2006, July 31, 2008, and August 20, 2010; (iii) certificate
issued by the Registry of Commerce of the State of Rio de Janeiro on September 15, 2011,
containing some information on BPS; (iv) proof of enrollment with the Brazilian Taxpayers’
Registry (“CNPJ”); and (v) municipal license of operation.
1. Introduction and brief history of BPS
As mentioned in Chapter 1, BPS is the company responsible for the management of
Botafogo Praia Shopping.
Although BPS delegated substantially all of its duties to Ancar Ivanhoe Administradora
de Shopping Centers Ltda. (“Ancar IC Administradora”) by entering with it into two contracts
for the provision by Ancar IC Administradora of management services, as better described in
Chapter 1 of this Section, BPS hires personnel for the Botafogo Praia Shopping and develops
other relevant management duties. BPS is also responsible for collecting the due rents from
the tenants and distributing the corresponding amounts to the co-owners of Botafogo Praia
Shopping.
BPS is a limited liability company (sociedade limitada), incorporated on November 9,
1999, duly organized and existing under the laws of Brazil, enrolled with the CNPJ under no.
03.497.430/0001-59 and registered with the Registry of Commerce of Rio de Janeiro under
no. 33.206400648/99.
2. Head Office and branches
The head office of BPS is located in the City of Rio de Janeiro, State of Rio de Janeiro,
at Praia de Botafogo no 400, 8 th floor, part, Zip Code 22250-040, Botafogo.
BPS does not have any branches.
3. Corporate purpose
BPS has the following corporate purpose: (i) management of assets and real estate of
its ownership; (ii) coordination, planning and management of Botafogo Praia Shopping; and
(iii) participation in the capital stock of other companies, as quotaholder or shareholder.
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4. Capital stock, quotaholders and transfer of quotas
According to the 6 th Amendment to the Articles of Association, the capital stock of BPS
is of R$ 10,000.00 represented by 10,000 quotas with a par value of R$ 1.00 each, fully
subscribed and paid-in in national currency, divided between its quotaholders as follows:
Quotaholder Quotas Value (R$) Interest
São Marcos Empreendimentos
Imobiliários Ltda.
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5,100 5,100.00 51%
Plaza Shopping Trust SPCO Ltda. 4,900 4,900.00 49%
Total 10,000 10,000,00 100%
The quotas of BPS cannot be transferred to third parties without the prior approval of
the other quotaholders. The quotaholder who wants to sell its quotas to a third party shall
notify the other quotaholders, who shall respond in 30 days if they want to exercise their rights
of first refusal relating to the acquisition of the offered quotas in the same conditions as offered
by the selling quotaholder and in the proportion of each quotaholder´s respective interest in
BPS. This provision shall not apply in case any of the quotaholders decides to transfer its
interest in Botafogo Praia Shopping. In this case, the selling quotaholder shall have the right to
transfer to the acquiring third party(ies), in the proportion of the transferred interest in the
Botafogo Praia Shopping, the corresponding quotas representing the capital stock of BPS,
without the consent of the other quotaholder of BPS.
Additionally, the Articles of Association forests forth that in case a real estate fund is
created and interests in Botafogo Praia Shopping are sold through such real estate fund, the
third parties that acquire interests in the real estate fund shall not have any right for the
acquisition of quotas of BPS. This provision applies, for example, with respect to the sale of
quotas of the Fundo de Investimento Imobiliário Ancar IC (one of the current co-owners of
Botafogo Praia Shopping), which will not entitle the respective purchaser to acquire quotas of
BPS.
The Articles of Association do not have any provision concerning a right of first refusal
in cases of change of control of the quotaholder.
5. Quotaholders’ resolutions
The quotaholders’ resolutions shall be taken in a quotaholders’ meeting by a majority
vote, except if a higher quorum is required by law and except for the following resolutions that
depend on the vote of quotaholders representing 100% of the capital stock of BPS: (i)
amendment to the Articles of Association; (ii) appointment of the officers; (iii) transformation of
BPS into another corporate structure; (iv) purchase, sale, mortgage or any alienation of real
estate; (v) acquisition, alienation or encumbrance of any interests BPS has in other
companies; (vi) loans or financings granted by BPS in an amount exceeding R$ 100,000.00
and those granted to BPS in an amount exceeding R$ 400,000.00; (vii) acquisition of any
assets with a value exceeding R$ 30,000.00; (viii) enter into or terminate any contracts with a
term exceeding 1 year, except for lease agreements of commercial spaces in the Shopping
39

Centers; and (ix) expenses that have not been previously approved in the annual budget
and/or expenses previously evaluated that exceeding in more than 10% the estimated
amount.
The 6 th Amendment to the Articles of Association also contains a “transitory provision”,
through which the quotaholders of BPS establish that, in case of execution of a condominium
convention between the co-owners of the Shopping, the convention will set forth that the
replacement of the management company shall depend on the approval of quotaholders
representing 90% of BPS’s capital stock.
According to the Minutes of Quotaholders’ Meetings provided to us, within the last five
years the quotaholders have approved, among other matters, the entering into financial
operation with Banco Safra S.A., in the maximum amount of R$ 400,000.00. Apparently such
financial operation has been liquidated, since Brookfield informed us that there is no financial
agreements in place specifically related to Botafogo Praia Shopping.
6. Management of BPS
BPS is managed by three officers, being one a Chief Executive Officer, another an
Operations Officer and the third an Officer without specific designation. The CEO and the
Operations Officers are indicated by São Marcos Empreendimentos Imobiliários Ltda. (“São
Marcos”), while the third officer is indicated by Plaza Shopping Trust SPCO Ltda. (“Plaza
SPCO”).
According to the Quotaholders’ Meeting held on August 20, 2010, the following
individuals were appointed officers: Marcelo Baptista Carvalho, as CEO; Marcos Baptista
Carvalho as Operations Officer; and Filipe Araújo Leite de Vasconcelos, as Officer with no
specific designation. Their terms of office shall expire on August 20, 2012.
BPS shall be represented by the CEO, and in his absence or impediment, by any of
the other Officers.
However, any act which creates responsibilities or obligations for BPS, including
contracts, promissory notes and other instruments of credit, as well as those which imply on
the alienation, mortgage or encumbrance of BPS’s real estates, depend on the signature of: (i)
two officers jointly, being one the CEO, or in his absence or impediment, the Operations
Officer; (ii) one officer jointly with an attorney-in-fact, such officer having to be the CEO, or in
his absence or impediment, the Operations Officer; or (iii) two attorneys-in-fact.
7. Powers of attorney
Powers of attorney shall be granted by 2 officers jointly, being one the CEO, or in his
absence or impediment, the Operations Officer, and shall indicate the acts that can be
practiced in the name of the company and a term of duration of up to 1 year, except for those
granting “ad judicia” powers, which may be granted for an undetermined period of time.
DOCS - 351174v1
40

We have requested to Brookfield copies of the powers of attorney granted by BPS, but
they have not been provided so far.
DOCS - 351174v1
41

DOCS - 351174v1
CHAPTER 4 – LEASE AGREEMENTS
This Chapter is dedicated to the lease agreements of Botafogo Praia Shopping.
The lease agreements of Botafogo Praia Shopping are no different, in their essence,
from the lease agreements generally celebrated in most shopping centers in Brazil.
We were provided with and examined copies of some lease agreements of Botafogo
Praia Shopping.
Accordingly, the charts below present a brief description of the main clauses of (i) the
general lease agreements; (ii) the lease agreements of the anchor stores and of the mega
stores; and (iii) the lease agreements of the stores with an area exceeding 300 square meters.
We also summarise the most important provisions in the “General Clauses” of
Botafogo Praia Shopping.
Finally, in the end of this chapter we analyse the right of first refusal granted to
Tenants by Law no. 8,245/1991 and present specific charts listing the existence of any
contractual clause involving the right of first refusal in the agreements submitted to our
analysis.
1. General Provisions of the Lease Agreements
The most important clauses of the general lease agreements are the following:
Lessors: Fundo de Investimento Imobiliário Ancar IC (São Marcos
Empreendimentos Imobiliários Ltda.’s successor) and Brookfiled Brasil
Shopping Centers (later nominated Brascan Shopping Centers Ltda.;
Plaza Shopping Empreendimentos Ltda.’s successor).
Tenant:
Object: Lease of store no.___, with a total area of _______m 2 .
Price: The greater between the two following amounts: (i) minimum monthly
rent, established in the agreement (such rent may be staggered); or (ii) a
percentage of the gross revenues.
Rent shall be subject to an annual adjustment for inflation according to
the variation of IGP-M, of Fundação Getúlio Vargas, or of IGP-DI, of
Fundação Getúlio Vargas, in case IGP-M is extinguished.
The minimum monthly rent shall be paid until the 1 st day of the following
month and the percentage rent shall be paid until the 10 th day of the
following month.
Tenant shall also pay (i) the charges related to the rented area; and (ii) a
monthly contribution to the Promotional Fund (“Fundo de Promoção”) of
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DOCS - 351174v1
the Storeowners’ Association (“Associação dos Lojistas”).
The Storeowner’s Association (“Associação dos Lojistas”) shall be
maintained with the resources of the Promotional Fund (“Fundo de
Promoção”) that shall be constituted by monthly contributions paid by
the co-owners of the shopping and by Tenants. The contribution paid by
Tenants shall correspond to 25% of the minimum monthly rent. The
contribution paid jointly by the owners of the shopping shall correspond
to 25% of the total contribution paid by Tenants.
Regarding the tax on urban property (“IPTU”), the General Rules
(“Normas Gerais”) impose to Tenants the obligation of paying such tax.
Some agreements mention specifically the obligation of paying the
IPTU, while others refer to the obligation set forth in the “General
Clauses”.
Such contribution shall be submitted to an annual adjustment for inflation
according to the variation of IGP-M, of Fundação Getúlio Vargas.
The contribution to the Promotional Fund of the Storeowner’s
Association shall be calculated according to the Chapter 7 of the By-
Laws of the Association and paid to the Association.
The payment of the contribution for common expenses arising out of the
lease agreement shall be calculated based on the rate of splitting of
expenses (“coeficiente de rateio de despesas” – CRD) as indicated in
the General Rules (“Normas Gerais”).
Term: ________ months, counted from its effective date.
Guarantee: Personal guarantee
Transfer: Any assignment, transference or sublease of the rights arising out of the
lease agreement must have the prior authorization of Lessors.
In the case of an assignment, transference or sublease expressly
authorized by Lessors, Tenant shall pay to Lessors a fee corresponding
to ten times the minimum monthly rent in force at the moment of the
assignment, transference or sublease.
Lessors may assign or transfer to third parties, without the approval of
Tenant, totally or partially, the rights and obligations arising out of the
lease agreement, especially in case of sale of its participation in
Botafogo Praia Shopping to third parties. Lessors may also constitute a
guarantee upon its rights arising out of the lease agreement to third
parties in credit and financing operations.
The assignment of quotes or shares of Tenant that represents more
than 50% of the capital stock without the previous authorization of
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DOCS - 351174v1
Lessors, even though said assignment involves others commercial
establishments or third parties, shall cause the legally termination of the
lease agreement.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Amending:
Right of First
Refusal:
Tenant directly waives such right at the fifteenth clause of the lease
agreement.
Comments: At the end of the lease agreement Tenant shall not have neither right to
indemnification nor lien.
It is an event of default if Tenant does not incorporate a company in a
90-day period after the opening of the store.
The obligations of Tenant shall be personal guaranteed and the
guarantors shall assume jointly liability with Tenant regarding the
obligations of Tenant arising out of the lease agreement.
The Declaratory Deed of General Rules which Govern the Functioning,
Utilization and the Leases of Botafogo Praia Shopping (“Escritura
Declaratória de Normas Gerais Regedoras do Funcionamento,
Utilização e das Locações do Botafogo Praia Shopping”), the Internal
Regiment (“Regimento Interno”), the Technical, Operational and
Working Rules (“Normas Técnicas e Operacionais e Normas de
Obras”), the By-Laws of the Storeowners Association (“Estatuto da
Associação de Lojistas”), the indicating plan of the rented area and the
croquis of the physical configuration of the rented area are part of the
lease agreement.
Lessors may terminate the lease agreement if Tenant explores the same
activity it explores in the shopping center with less than 400 meters
distance from the mall and without a prior notice given to Lessors,
except for other shopping centers located in such distance (radius
restriction). 10
As informed by Ancar, this clause resulted from a Performance
Commitment (“Termo de Compromisso de Desempenho”) agreed upon
Brascan and CADE (the Brazilian Antitrust Agency) according to which
the radius restriction in Botafogo Praia Shopping lease agreements
should not exceed 400 meters and would not apply to stores located in
other shopping centers. The reason of this exigency was the fact that
Brascan was co-owner of Shopping Rio Sul, which is located in a
10 Although radius restrictions are not illicit per se under Brazilian Antitrust Law, in some circumstances
CADE (the Brazilian Antitrust Agency) had considered such restrictions abusive and illegal.
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DOCS - 351174v1
distance inferior to 400 meters from Botafogo Praia Shopping.
2. General Rules (“Normas Gerais”)
In addition to the lease agreements, leases in Botafogo Praia Shopping are also
regulated by the Declaratory Deed of General Rules (“Escritura Pública Decalaratória de
Normas Gerais Regedoras do Funcionamento, Utilização e das Locações do Botafogo Praia
Shopping”), of June 26, 1998. The General Rules’ important provisions are:
i. the owners of the shopping center are free to alter its tenant mix at any time;
ii. the owners of the shopping center are free to alter any aspect of its
engineering project at any time;
iii. whether the rented area is increased more than 5% of what was settled in the
agreement, the amount of the monthly rent and of the contribution for the
common expenses shall be automatically adjusted. There is no provision
related to the hypothesis of an increase inferior to 5%. In this regard, the
monthly rent and the contribution for the common expenses shall be
maintained as settled in the lease agreement.
iv. Tenant is prohibited to open another store to explore the same activity it
explores in the shopping center or with the same trade name within 2,000
meters from the mall (radius restriction);
v. Tenants are not entitled to any exclusivity in their activities;
vi. Tenants shall pay for all costs of a security service for the shared areas;
vii. the owners of the shopping can execute lease or free lease agreements of the
circulation areas and others shared areas by and between third parties without
any relation with the development; in this case, the payment of the common
expenses by said third parties shall benefit all Tenants being accounted in the
general account of shared expenses of the development;
viii. The minimum monthly rent shall be calculated in double every month of
December;
ix. Tenant shall present to Lessors all the documents that make evidence of the
monthly gross revenues of its commercial area; otherwise, Tenant shall pay
twice the value of the minimum monthly rent, being Lessors entitled to verify
the real volume of the sales in such months and collect from Tenant any
observed difference;
x. in case of delay in the payment of any amount due to Lessors, the Tenant is
obliged to the payment of a fine of 15% of the minimum monthly rent, as well
45

DOCS - 351174v1
as an interest of 1%/month, court costs and attorney’s fees, with no prejudice
to the resolution of the agreement;
xi. the above mentioned penalties are also due in case Tenant deceits or
diminishes the real amount of its revenues or prevent Lessors from examining
its registries and commercial books;
xii. Tenant shall render its books to Lessors in order to allow Lessors to examine
its sales and verify the correct payment of the percentage rent;
xiii. Lessors shall audit the Tenants’ sales by indicating an auditor to verify the
stores sales;
xiv. Tenant shall pay for all costs, taxes and insurance expenses in connection with
the use and occupation of both the commercial and the shared areas of the
mall; and the services rendered for the maintenance of the regular and safe
use, management and upgrading of the mall, including the costs with
landscaping and gardening (the last expense is forbidden, according to the
article 54, first paragraph, “b”, of Law no. 8.245/1991, which regulates the
lease agreements).
xv. it is also due by Tenants a 5% administration fee over all expenses paid by all
Tenants; such administration fee is collected by BPS, who forwards it entirely
to Ancar.
xvi. Tenant shall reimburse Lessors for all tort claims and for all costs related to
damages caused to third parties in connection with its activities in the
commercial areas; if the damage occurres in the shared areas, all Tenants
shall reimburse Lessors accordingly to its participation in the shared expenses;
xvii. the obligation of personal guaranty in every lease agreement;
xviii. Tenant must be a member of the Storeowners’ Association (“Associação dos
Lojistas do Botafogo Praia Shopping”);
xix. in case of resolution of the lease agreement Tenant shall pay to Lessors not
only of all its debts with the corresponding interests an amendments, but also
an amount corresponding to the expenses for possession retaking and for the
reorganization of the rented area in order to permit a new lease plus
commissions and, if applicable, judicial costs and attorney’s fees.
3. Special Provisions of the Lease Agreements
As mentioned above, we have also examined some lease agreements celebrated with
important retailers, which occupy anchor stores, mega stores and stores exceeding 300
square meters of area. The lease agreements contain some provisions substantially different
46

from the standard lease agreements, much of them changing relevant provisions established
on the General Rules which are emphasized on the charts below:
1. Lojas Americanas
Lessors: São Marcos Empreendimentos Imobiliários Ltda. and Plaza Shopping
Empreendimentos Ltda.
Tenant: Lojas Americanas S.A.
Object: Lease of an anchor store located in the underground, with a gross area
of 1,919 m 2 . Lessors shall provide to Tenant the following outside areas
that shall not be considered for the purpose of rent payment and
common expenses payment: an area for electric installations, dynamo,
docks, parabolic antenna, charge and discharge area and a stand in
front of the store.
Price: The greater between the two following amounts: (i) minimum semestral
rent of R$ 150,000.00; or (ii) 3% of the net revenues, being the concept
of net revenues established on the lease agreement. Net revenues is a
defined term in the agreement comprehending the revenues obtained by
Tenant with sales performed in the commercial area, excluding taxes
and amounts related to return of merchandise and discounts on
merchandises.
Execution Date: February 1, 1999.
DOCS - 351174v1
Rent shall be subject to an annual adjustment for inflation according to
the variation of IGP-M, of Fundação Getúlio Vargas, or of IGP-DI, also of
Fundação Getúlio Vargas, in case of IGP-M is extinguished.
The amounts shall be paid until the 10 th day of the following month.
Tenant is entitled to a 70% reduction on the payment of the contribution
to the common expenses, being Lessors liable for the payment of any
amount greater than this limit. Nevertheless, Tenant is liable for the
payment of the expenses of the commercial area itself, including taxes,
consume of electric energy and the costs of the insurance agreement of
the commercial area.
Regarding the tax on urban property (“IPTU”), the lease agreement
specifically imposes to Tenants the obligation of paying such tax. Tenant
shall also pay a monthly contribution to the Promotional Fund (“Fundo
de Promoção”) of the Storeowners’ Association (“Associação dos
Lojistas”) in the amount of R$ 200.00. Such contribution shall be
submitted to an annual adjustment for inflation according to the variation
of IGP-M, of Fundação Getúlio Vargas.
Effective Date: November 15, 1999 (scheduled date for the opening of the mall and of
the store).
Term: The agreement had an initial term of 120 months, counted from the
47

Guarantee: None.
DOCS - 351174v1
opening date, which leads to a final term in November 14, 2009.
Therefore, as the contract has already expired, Tenant filed a renewal
suit, which is still in course, as examined in the Litigation Chapter
(lawsuit no. 2009.001.119158-9).
Transfer: Tenant may assign, borrow or sublease, with the previous authorization
of Lessors, part of the rented area to a financing affiliated company or
one belonging to the same economic group, which offers credit to
clients, without any increase up on the rent or burdens to be paid by
Tenant.
Tenant may also sublease to third parties, with the previous
authorization of Lessors, a part of the rented area. Such sublease does
not create any obligations between Lessors and the sub-Tenant,
remaining Tenant sole liable for all obligations. If the sublease or the
assignment agreement comprehends the total area Tenant shall pay to
Lessors a tax corresponding to ten times the minimum monthly rent in
force at the moment of the assignment or the sublease.
Lessors may assign or transfer to third parties the rights or obligations
arising out of the agreement, especially in the event of sale to third
parties of Lessors’ interest in Botafogo Praia Shopping. Lessors may
also constitute a guarantee upon its rights arising out of the lease
agreement to third parties in credit and financing operations.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Amending: No amendments were signed in relation to this agreement.
Right of first
refusal:
In case Lessors sell the rented store, excepting the sale of a percentage
of the entire Real Estate, Tenant is entitled to a right of first refusal,
which shall be executed in a 30-day term after receiving the prior
notification. However, in the documents presented to our exam there is
no evidence that the lease agreement has been registered by the Real
Estate Registry, what is a condition to the exercise of such right against
third parties.
If Tenants waive the right of first refusal, Lessors are obliged to mention
the existence of the lease agreement in the sales agreement or in any
other agreement that involves the disposal of the real estate and the
lease shall be fully respected by the acquirers.
Comments: Tenant shall use the commercial area for the installation of a retail
department store.
The agreement excepts the application of some items of the General
Rules.
The supply of power for the rented area shall be paid by Lessors from
the main station to the Tenant’s Station. The power used by Tenant
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2. Leader Magazine
DOCS - 351174v1
shall be directly paid by Tenant.
Lessors shall supply cold water for the air conditioner system to Tenant.
The use of it by Tenant shall be measured, but the share of Tenant shall
not exceed to R$ 3,000.00 per month. This amount shall be adjusted for
an annually period for inflation according to the variation established on
the agreement.
Tenant is not obliged to open the store on Sundays and holidays when
the shopping is opened.
Tenant shall install spotlights on the front wall of the shopping center
and on the inside front wall of the rented area turned to the mall.
Every 03 months and after a 03-day prior notice sent to Lessors, the
Tenant may close the commercial area for 02 consecutive days in order
to make an inventory of goods.
Tenant may anticipate the termination of the agreement as of the 60 th
month of the term, through a 180-day prior notice sent to Lessors, being
Tenant obliged to give back the commercial area to Lessors in a 90-day
period from the notice. In case of resolution, Tenant shall remove all of
its equipments, installations, and machines from the commercial area
without causing any damage to it.
Lessors: Fundo de Investimento Imobiliário Ancar IC (São Marcos
Empreendimentos Imobiliários Ltda’s successor) and Brascan Shopping
Centers Ltda. (Plaza Shopping Empreendimentos Ltda.’s successor)
Tenant: União de Lojas Leader Ltda.
Object: Lease of anchor stores nos. 601, 602 and 603, located in the 6 th floor,
with a gross area of 1,400,000.00m 2 .
Price: The greater between the two following amounts: (i) minimum monthly
rent of: R$ 13,000.00 for the 1 st year of the lease; R$ 15,000.00 for the
2 nd year of the lease; R$ 18,000.00 for the 3 rd year of the lease; and
R$ 25,000.00 for the 4 th year of the lease until the end of the term of the
lease agreement; or (ii) the following percentage of the gross revenues:
3% of the gross revenues up to R$ 800,000.00 and 2% of the gross
revenues superior to said amount.
Rent shall be subject to an annual adjustment for inflation according to
the variation of IGP-M, of Fundação Getúlio Vargas, or of IGP-DI, also of
Fundação Getúlio Vargas, in case of IGP-M is extinguished.
The lease agreement first established that the minimum monthly rent
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DOCS - 351174v1
should be paid until the 5 th day of the following month and the
percentage rent should be paid until the 10 th day of the following month.
Nevertheless, as of amendment of March 1, 2010, the parties adjusted
that, from April 15, 2010 onward, the minimum monthly rent shall be
paid until the 1 st day of the following month.
The minimum monthly rent on December shall have an increase up of
50%.
Tenant shall also pay a monthly contribution to the Promotional Fund
(“Fundo de Promoção”) of the Storeowners’ Association (“Associação
dos Lojistas”) in the amount of R$ 200.00. Such contribution shall be
submitted to an annual adjustment for inflation according to the variation
of IGP-M of Fundação Getúlio Vargas.
The contribution to the common expenses shall be limited to
R$ 16,800.00 and shall be annually adjusted according to the variation
of IGP-M, calculated by FGV. The totality of the expenses, including the
rent, the common expenses and the contribution for the Promotional
Fund shall not be superior to 5% of the gross revenues of Tenant.
Nevertheless, the minimum monthly rent, the common expenses and the
contribution to the Promotional Fund (the two latter which sum is R$
17,000.00) shall be paid.
Tenant is also liable for the payment of the expenses of the commercial
area itself, including taxes, consume of electric energy and the costs of
the insurance agreement of the commercial area.
Regarding the tax on urban property (“IPTU”), the lease agreement
specifically imposes to Tenants the obligation of paying such tax.
Execution Date: December 8, 1999.
Effective Date: April 15, 2000 (scheduled date for the opening of the store).
Term: The agreement had an initial term of 120 months counted from the
opening date (April 15, 2000). However, as of amendment of September
4, 2009, the parties established that this term should be extended to 126
months, also counted from the opening date (April 15, 2000).
Afterwards, as of amendment of March 1, 2010, such term was
extended by the parties to 246 months, also counted from the opening
date mentioned above.
Guarantee: Personal guarantee granted by Max Administradora de Imóveis Ltda.,
acquiring company of Maxpar S.A. Empreendimentos e Participações
(new corporate name of Leader S.A. Empreendimentos e Participações)
as of amendments of July 12, 2006 and March 1, 2010.
The original grantors - Newton Fernandes Gouvêa (CPF no.
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DOCS - 351174v1
007.387.948-72), Gizelia Aparecida Rodrigues Gouvêa (CPF no.
759.448.557-20), José Laênio de Gouvêa (CPF no. 016.300.597-49)
and Oneida Maria Barros Gouvêa (CPF no. 759.448.807-59) - shall
remained liable for any pending payment until the date of the
amendment (July 12, 2006).
Transfer: Tenant may only assign, transfer or sublease the rights and obligations
arising out of the lease agreement after the previous authorization of
Lessors.
In case of assignment, transference or sublease Tenant shall pay to
Lessors a tax corresponding to five times the minimum monthly rent in
force at the moment of the assignment, transference or sublease.
Lessors may assign or transfer to third parties the rights and obligations
arising out of the agreement, especially in the event of sale to third
parties of Lessors interest in Botafogo Praia Shopping. Lessors may
also constitute a guarantee upon its rights arising out of the lease
agreement to third parties in credit and financing operations.
The assignment of quotes or shares of Tenant that represents more
than 50% of the capital stock without the previous authorization of
Lessors, even though said assignment involves others commercial
establishments or third parties, shall cause the legally termination of the
lease agreement.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Amending: As of amendment of July 12, 2006, the parties entered into a free lease
agreement referred to an area of 76.00m 2 on the fifth floor identified in
the plants attached to the agreement.
Right of first
refusal:
In case Lessors sell the rented store, excepting the sale of a percentage
of the entire Real Estate, Tenant is entitled to a right of first refusal,
which shall be executed in a 30-day term after receiving the prior
notification. However, in the documents presented to our exam there is
no evidence that the lease agreement has been registered with the Real
Estate Registry, what is a condition to the exercise of such right against
third parties.
If Tenants waive the right of first refusal, Lessors are obliged to mention
the existence of the lease agreement in the sales agreement or in any
other agreement that involves the disposal of the real estate and the
lease must be fully respected by the acquirers.
Comments: Tenant shall use the commercial area for the installation of a retail
department store.
Tenant shall open the store on Sundays and holidays when the
shopping is opened, excepting on the Mothers’ Day (Dia das Mães),
Fathers’ Day (Dia dos Pais), Souls’ Day (Finados), Carnival, Christmas,
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3. Saraiva
DOCS - 351174v1
New Year’s Eve and one Sunday per year, when Tenant shall make a
training of its employees through a 30-day prior notice given to Lessors.
The agreement excepts the application of some items of the General
Rules and modifies the content of others, which most important are the
following:
(i) Although the owners of the shopping center are free to alter its tenant
mix at any time, the lease agreement shall be fully respected, not
interfering, modifying or prejudicing the location of the store and its
activity.
(ii) If the public authorities determine any modification in the project of
the shopping or of the commercial areas, Tenant shall receive a prior
notice justifying the measures to be taken and said modification must
not cause any prejudice to Tenant.
(iii) The clause that prevent Tenant from opening another store to
explore the same activity it explores in the shopping center or with the
same trade name with less than a 2,000 meters distance from the mall
(radius restriction) shall only prevail during the first 30 months of the
agreement.
(iv) In case Tenant does not deliver to the owners of the shopping the
documents that make evidence of the monthly gross revenues of the
commercial area Tenant will be obliged to pay a daily penalty
corresponding to 1% of the minimum monthly rent.
On the termination of the lease agreement Tenant will be entitled to
renew it accordingly to the legal provisions applicable.
Tenant shall install spotlights in the front wall of the shopping center and
on the inside front wall of the rented area turned to the mall.
By the end of the lease agreement Tenant shall remove the equipments
and machines listed on the agreement without causing any damage to
the commercial area.
Lessors: São Marcos Empreendimentos Imobiliários Ltda. and Plaza Shopping
Trust SPCO Ltda.
Tenant: Siciliano S.A.
Object: Lease of store nos. 408 and 409, with a total area of 609.48m 2 .
Price: The greater between the two following amounts: (i) minimum monthly
rent of R$ 36,988.56 from November 23, 2004 as of amendment of
52

Execution Date: July 6, 1998.
DOCS - 351174v1
October 11, 2004; or (ii) a percentage rent of 5% of the gross revenues.
Rent shall be subject to an annual adjustment for inflation according to
the variation of IGP-M, of Fundação Getúlio Vargas, or of IGP-DI, of
Fundação Getúlio Vargas, in case IGP-M is extinguished.
The minimum monthly rent shall be paid until the 5 th day of the following
month and the percentage rent shall be paid until the 10 th day of the
following month.
Regarding the tax on urban property (“IPTU”), although the lease
agreement does not mention it specifically, the General Rules (“Normas
Gerais”) impose to Tenants the obligation of paying such tax.
Effective Date: November 15, 1999 (scheduled date for the opening of the mall and of
the store).
Term: The agreement had an initial term of 60 months counted from the date
of the opening of the shopping center. Therefore, as the contract has
already expired, Tenant filed a renewal suit, which is still in course, as
examined in the Litigation Chapter (lawsuit no. 2009.001.126242-0).
Guarantee: Personal guarantee granted by Oswaldo Siciliano Junior (CPF no.
042.341.228-07) and Rejane Garcia Fonseca Siciliano (CPF no.
730.783.019-15).
Transfer: Tenant may assign, borrow or sublease, with the previous authorization
of Lessors, part of the rented area to a financing affiliated company or
one belonging to the same economic group, which offers credit to
clients, without any increase up on the rent or burdens to be paid by
Tenant.
Tenant may also sublease to third parties, after the previous
authorization of Lessors, a part of the rented area. Such sublease does
not create any obligations between Lessors and the sub-Tenant,
remaining Tenant sole liable for all obligations. If the sublease or the
assignment agreement comprehends the total area Tenant shall pay to
Lessors a tax corresponding to ten times the minimum monthly rent in
force at the moment of the assignment or the sublease.
Lessors may assign or transfer to third parties the rights or obligations
arising out of the agreement, especially in the event of sale to third
parties of Lessors’ interest in Botafogo Praia Shopping. Lessors may
also constitute a guarantee upon its rights arising out of the lease
agreement to third parties in credit and financing operations.
The assignment of quotes or shares of Tenant that represents more
than 50% of the capital stock without the previous authorization of
Lessors, even though said assignment involves others commercial
53

DOCS - 351174v1
establishments or third parties, shall cause the legally termination of the
lease agreement.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Amending: July 12, 2000 and October 11, 2004.
Right of first
refusal:
There is no specific provision on the lease agreement related to the right
of first refusal. However, there is a contractual clause establishing that
Lessors may assign or transfer to third parties the rights arising out of
this contract without Tenant’s authorization, especially in case of the
sale of the shopping shares. Lessors may also give those rights as
guarantee of credit or financing operations executed with third parties.
Nevertheless, the above mentioned clause does not indicate or mean an
express waiver of the right of first refusal.
Comments: The same clauses of the general lease agreement.
4. Centauro
Tenant shall only explore in the store named Livraria Siciliano the line of
bookshop, newspapers, magazines, CD’s, coffee and multimedia.
Lessors: Fundo de Investimento Imobiliário Ancar IC and Brascan Shopping
Centers Ltda.
Tenant: SBF Comércio de Produtos Esportivos Ltda.
Object: Lease of the stores nos. 237, 238 and 239, located in the 2 nd floor, with
a gross area of 300,85 m 2 .
Price: The greater between the two following amounts: (i) minimum monthly
rent of R$ 15,000.00 for the 2 nd year of the lease, with an annual
increase of 50% until the end of the agreement; or (ii) 3% of the gross
revenues.
Rent shall be subject to an annual adjustment for inflation according to
the variation of IGP-M, of Fundação Getúlio Vargas, or of IGP-DI, also of
Fundação Getúlio Vargas, in case of IGP-M is extinguished.
The minimum monthly rent shall be paid until the 1 st day of the following
month and the percentage rent until the 10 th day of the following month.
Tenant shall also pay (i) the charges related to the rented area; and (ii) a
monthly contribution to the Promotional Fund (“Fundo de Promoção”) of
the Storeowners’ Association (“Associação dos Lojistas”) in the amount
of R$ 500,00. Such contribution shall be submitted to an annual
adjustment for inflation according to the variation of IGP-M, of Fundação
Getúlio Vargas.
The contribution to the common expenses shall be limited to R$
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18,000.00 and shall be annually adjusted according to the variation of
IGP-M, calculated by FGV.
Tenant is also liable for the payment of the expenses of the commercial
area itself, including taxes, consume of electric energy and the costs of
the insurance agreement of the commercial area.
Regarding the tax on urban property (“IPTU”), the lease agreement
specifically imposes to Tenants the obligation of paying such tax.
Execution Date: September 21, 2009.
Effective Date: October 15, 2009.
Term: 120 months, counted from October 15, 2009.
Guarantee: Personal guarantee granted by Sebastião Vicente Bonfim Filho (CPF
no. 198.909.316-72).
Transfer: Tenant may not assign, borrow or sublease, without the previous
authorization of Lessors. In case of Lessors’ express authorization,
Tenant shall pay to Lessors a tax corresponding to three times the
minimum monthly rent in force at the moment of the assignment or the
sublease.
Lessors may assign or transfer to third parties the rights or obligations
arising out of the agreement, especially in the event of sale to third
parties of Lessors’ interest in Botafogo Praia Shopping. Lessors can
also constitute a guarantee upon its rights arising out of the lease
agreement to third parties in credit and financing operations.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Amending: None.
Right of first
refusal:
There is no specific provision on the lease agreement related to the right
of first refusal. However, there is a contractual clause establishing that
Lessors may assign or transfer to third parties the rights arising out of
this contract without Tenant’s authorization, especially in case of the
sale of the shopping shares. Lessors may also give those rights as
guarantee of credit or financing operations executed with third parties.
Nevertheless, the above mentioned clause does not indicate or mean an
express waiver of the right of first refusal.
Comments: Tenant shall use the commercial area for the installation of an athletic
equipment and sportswear store.
The agreement excepts the application of some items of the General
Rules.
Tenant is free to have sales in all national stores of his retail chain.
Lessors may enter in the rented area in order to fix or repair any
problems related to pipelines, air conditioner or electric system by a 72-
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5. Da Silva
DOCS - 351174v1
hour prior notice given to Tenant.
Lessors may have access to all documents related to Tenant’s financial
books and records, even to verify the gross revenue, by a 72-hour prior
notice given to Tenant.
Tenant shall exhibit all the documents that prove the respective gross
revenue if asked to by Lessors. In other case, Tenant will be subjected
to a penalty equivalent to 1/30 of the minimum monthly rent in force for
each day of noncompliance.
Merchandise return or intercompany sales are not included in the gross
revenue’s concept.
There is a clause preventing Tenant from opening another store to
explore the same activity it explores in the shopping center with less
than 400 meters distance from the mall (radius restriction) without a prior
notice given to Lessors. This clause shall not be applied if the other
store is located inside another shopping center in such distance.
As informed by Ancar, this clause resulted from a Performance
Commitment (“Termo de Compromisso de Desempenho”) agreed upon
Brascan and CADE ( the Brazilian Antitrust Agency) according to which
the radius restriction in Botafogo Praia Shopping lease agreements
should not exceed 400 meters and would not apply to stores located in
other shopping centers. The reason of this exigency was the fact that
Brascan was co-owner of Shopping Rio Sul, which is located in a
distance inferior to 400 meters from Botafogo Praia Shopping.
Lessors: Fundo de Investimento Imobiliário Ancar IC and Brookfield Brasil
Shopping Centers Ltda.
Tenant: Antônio Manuel Silva Gomes Perico
Object: Lease of store no. 504B, with a gross area of 311.70m².
Price: The greater between the two following amounts: (i) minimum monthly
rent of R$ 17,000.00, subjected to an annual adjustment; or (ii) 5% of
the gross revenues.
Rent shall be subject to an annual adjustment for inflation according to
the variation of IGP-M, of Fundação Getúlio Vargas, or of IGP-DI, also of
Fundação Getúlio Vargas, in case of IGP-M is extinguished.
The minimum monthly rent shall be paid until the 1 st day of the following
month and the percentage rent shall be paid until the 10 th day of the
following month.
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Execution Date: August 20, 2010.
Effective Date: October 16, 2010.
DOCS - 351174v1
Tenant shall also pay a monthly contribution to the Promotional Fund
(“Fundo de Promoção”) and to the Storeowners’ Association
(“Associação dos Lojistas”) in the amount of 10% of the minimum
monthly rent.
The contribution to the common expenses shall be limited to R$
12.468,00 and shall be annually adjusted according the variation of IGP-
M, calculated by FGV.
Tenant is also liable for the payment of the expenses of the commercial
area itself, including taxes, consume of electric energy and the costs of
the insurance agreement of the commercial area.
Regarding the tax on urban property (“IPTU”), the lease agreement
specifically imposes to Tenants the obligation of paying such tax.
Term: 60 months counted from October 16, 2010.
Guarantee: Personal guarantee granted by Manuel Francisco Belchior Pires (CPF
no. 549.913.587-87) and Natividade Marques Espanhol Sande Pires
(CPF no. 014.938.897-70).
Transfer: Tenant may assign, borrow or sublease, with the previous authorization
of Lessors, part of the rented area to a financing affiliated company or
one belonging to the same economic group, which offers credit to
clients, without any increase up on the rent or burdens to be paid by
Tenant.
Tenant may also sublease to third parties, with the previous
authorization of Lessors, a part of the rented area. Such sublease does
not create any obligations between Lessors and the sub-Tenant,
remaining Tenant sole liable for all obligations. If the sublease or the
assignment agreement comprehends the total area Tenant shall pay to
Lessors a tax corresponding to ten times the minimum monthly rent in
force at the moment of the assignment or the sublease.
Lessors may assign or transfer to third parties the rights or obligations
arising out of the agreement, especially in the event of sale to third
parties of Lessors’ interest in Botafogo Praia Shopping. Lessors can
also constitute a guarantee upon its rights arising out of the lease
agreement to third parties in credit and financing operations.
The assignment of quotes or shares of Tenant that represents more
than 50% of the capital stock without the previous authorization of
Lessors, even though said assignment involves others commercial
establishments or third parties, shall cause the legally termination of the
57

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lease agreement.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Amending: None.
Right of first
refusal:
Tenant directly waives of such right at the fifteenth clause of the lease
agreement.
Comments: Tenant shall use the commercial area for the installation of a restaurant.
6. Mc Donald’s
Tenant shall inaugurate the restaurant up to 120 days after the effective
date, October 16, 2010, or will have to pay a fine corresponding to 10%
of the minimum monthly rent for each day of noncompliance. If the delay
exceeds 30 days, the penalty shall be raised up to 20% of such
minimum monthly rent.
During the 120 initial days, Tenant is not obliged to pay the minimum
monthly rent stipulated on the lease agreement.
Lessors may terminate the lease agreement if Tenant explores the same
activity it explores in the shopping center with less than 400 meters
distance from the mall without a prior notice given to Lessors, except for
other shopping centers located inside such distance.
As informed by Ancar, this clause resulted from a Performance
Commitment (“Termo de Compromisso de Desempenho”) agreed upon
Brascan and CADE (the Brazilian Antitrust Agency) according to which
the radius restriction in Botafogo Praia Shopping lease agreements
should not exceed 400 meters and would not apply to stores located in
other shopping centers. The reason of this exigency was the fact that
Brascan was co-owner of Shopping Rio Sul, which is located in a
distance inferior to 400 meters from Botafogo Praia Shopping.
If Tenant decides to prematurely rescind the lease agreement, Tenant
shall give Lessors a 90-day prior notice and pay accordingly the rent
and all the applicable charges, with no provision of any penalty in case
of noncompliance
Lessors: São Marcos Empreendimentos Imobiliários Ltda. and Plaza Shopping
Empreendimentos Ltda.
Tenant: McDonald’s Comércio de Alimentos Ltda.
Object: Lease of the store no. 701, with a total area of 269,00m², and a stall
located on the 2 nd floor, with a total area of 10,00m 2 .
Price: The greater between the two following amounts: (i) minimum monthly
rent of R$ 4,500.00 by November 15, 1999; or (ii) a percentage rent of
3.5% of the net revenues. Net revenues is a defined term in the
agreement comprehending the revenues obtained by Tenant with sales
58

Execution Date: June 10, 1999.
DOCS - 351174v1
performed in the commercial area, excluding taxes and amounts related
to return of merchandise and discounts on merchandises.
Rent shall be subject to an annual adjustment for inflation according to
the variation of IGP-M, of Fundação Getúlio Vargas, or of IGP-DI, of
Fundação Getúlio Vargas, in case IGP-M is extinguished.
During the 1 st year of the lease, Tenant shall pay in advance R$
54,000.00 equivalent to 12 months of minimum monthly rent. Therefore,
in the event of the percentage rent is greater than the minimum monthly
rent, the exceeding difference shall be paid on the 10 th day of the
following month of the accounted quarter or on the first business day.
Tenant shall also pay (i) a monthly contribution to the Promotional Fund
(“Fundo de Promoção”) and to the Storeowners’ Association
(“Associação dos Lojistas”); (ii) a contribution to the common expenses;
and (iii) the tax on urban property (“IPTU”). These expenses, except for
the “IPTU”, shall be limited to 1% of the net revenue. Therefore, Tenant
shall not pay any sum above such limit.
Effective Date: November 15, 1999 (scheduled date for the opening of the mall and of
the store).
Term: 20 years counted from the date of the opening of the shopping center.
Guarantee: None.
Transfer: Tenant may assign, borrow or sublease the rented area to a financing
affiliated company or one belonging to the same economic group, which
offers credit to clients, without any increase up on the rent or burdens to
be paid by Tenant.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Amending: June 07, 2004.
Right of first
refusal:
In case Lessors intend to sell the rented store as a separate unit, Tenant
is entitled to a right of first refusal, which shall be executed in a 30-day
term after receiving the prior notice.
If Tenant waives the right of first refusal, Lessors are obliged to mention
the existence of the lease agreement in the sales agreement and the
lease must be fully respected by the acquirers.
However, in the documents presented to our exam there is no evidence
that the lease agreement has been registered with the Real Estate
Registry, what is a condition to the exercise of such right against third
parties.
Nevertheless, accordingly to the contractual clause n. 6.4, while such
lease agreement is not yet registered with the Real Estate Registry, in
case Lessors sell the rented store, they are still obliged, as a previous
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DOCS - 351174v1
and essential condition to the sales agreement validity, to compromise
the future acquires to fully respect the lease.
The disobedience of such obligation by Lessors gives Tenant the right to
claim not only for damages and losses (including loss of profits), but also
for any other expense related to relocation. Tenant has also the right to
claim for indemnification of all the improvements that he has done,
including equipments, machinery and constructions, taking into
consideration their price or value at the time of their respective
purchase, reposition, construction or importation.
Comments: Tenant shall use the commercial area for the installation of a
McDonald’s fast food restaurant.
7. Vila Romana
The supply of power for the rented area from the main station to the
Tenant’s Station shall be paid by Lessors. The power used by Tenant
shall be paid by him.
Lessors shall supply cold water for the air conditioner system to Tenant
and the use of it by Tenant shall be measured.
If one of the parties violate any clause of the lease agreement, the
infractor shall pay a penalty equivalent to 3 times the value of the
minimum monthly rent in force.
If Tenant decides to prematurely terminate the lease agreement, Tenant
shall give Lessors a 180-day prior notice and pay accordingly the rent
and all the applicable charges, with no provision of any penalty in case
of noncompliance.
Lessors: Fundo de Investimento Imobiliário Ancar IC and Brascan Shopping
Centers Ltda.
Tenant: New Work Comércio e Participações Ltda.
Object: Lease of the megastore no. 504, with a total area of 241m².
Price: The greater between the two following amounts: (i) minimum monthly
rent of R$ 12,000.00 by June, 2010, subjected to an annual adjustment;
or (ii) 5% of the gross revenues.
The minimum monthly rent shall be calculated in double every month of
December.
The minimum monthly rent shall be paid on the first business day of the
following month. In the event of the percentage rent is greater than the
minimum monthly rent, the exceeding difference shall be paid on the
10 th day of the subsequent month of the accounted quarter or on the first
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DOCS - 351174v1
business day.
Execution Date: June 1, 2010.
Rent shall be subject to an annual adjustment for inflation according to
the variation of IGP-M, of Fundação Getúlio Vargas.
If, at the end of each year, the inflation rate is equivalent or superior to
20%, Tenant shall also pay a “supplementary rent” on the 15 th day of the
following year, as stipulated on the contract.
Tenant shall also pay a monthly contribution to the Promotional Fund
(“Fundo de Promoção”) and to the Storeowners’ Association
(“Associação dos Lojistas”) in the amount of R$ 1.500,00. Such
contribution shall be submitted to an annual adjustment for inflation
according to the variation of IGP-M, of Fundação Getúlio Vargas.
The contribution to the common expenses shall be limited to 50% of
such common expenses and shall be annually adjusted according the
variation of IGP-M, calculated by FGV.
Tenant is also liable for the payment of the expenses of the commercial
area itself, including taxes, consume of electric energy and the costs of
the insurance agreement of the commercial area.
Regarding the tax on urban property (“IPTU”), the lease agreement
specifically imposes to Tenants the obligation of paying such tax.
Effective Date: December 1, 2010.
Term: 60 months counted from December 1, 2010.
Guarantee: Personal guarantee granted by Carlos Alberto Isaac (CPF no.
118.876.808-53).
Transfer: Tenant may assign, borrow or sublease, with the previous authorization
of Lessors, part of the rented area to a financing affiliated company or
one belonging to the same economic group, which offers credit to
clients, without any increase up on the rent or burdens to be paid by
Tenant.
Tenant may also sublease to third parties, with the previous
authorization of Lessors, a part of the rented area. Such sublease does
not create any obligations between Lessors and the sub-Tenant,
remaining Tenant sole liable for all obligations. If the sublease or the
assignment agreement comprehends the total area Tenant shall pay to
Lessors a tax corresponding to ten times the minimum monthly rent in
force at the moment of the assignment or the sublease.
Lessors may assign or transfer to third parties the rights or obligations
arising out of the agreement, especially in the event of sale to third
61

DOCS - 351174v1
parties of Lessors’ interest in Botafogo Praia Shopping. Lessors can
also constitute a guarantee upon its rights arising out of the lease
agreement to third parties in credit and financing operations.
The assignment of quotes or shares of Tenant that represents more
than 50% of the capital stock without the previous authorization of
Lessors, even though said assignment involves others commercial
establishments or third parties, shall cause the legally termination of the
lease agreement.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Amending: None.
Right of first
refusal:
Tenant directly waives of such right at the fifteenth clause of the lease
agreement.
Comments: The same clauses of the general lease agreement.
8. Old Factory
Tenant shall only use the rented area as a feminine and masculine
clothes store.
Lessors: Fundo de Ivestimento Imobiliário Ancar IC and Brookfield Brasil
Shopping Centers Ltda.
Tenant: Arikha Comércio de Vestuário Ltda.
Object: Lease of the megastore no. 503, with a gross area of 202m².
Price: The greater between the two following amounts: (i) minimum semestral
rent of R$ 11,200.00; or (ii) 6% of the gross revenues.
Rent shall be subject to an annual adjustment for inflation according to
the variation of IGP-M, of Fundação Getúlio Vargas, or of IGP-DI, also of
Fundação Getúlio Vargas, in case of IGP-M is extinguished.
The minimum monthly rent shall be paid on the first business day of
each month subsequently to the respective month. In the event of the
percentage rent is greater than the minimum monthly rent, the
exceeding difference shall be paid on the 10 th of the subsequent month
of the accounted quarter or on the first business day.
The minimum monthly rent shall be calculated in double every month of
December.
However, Tenant has the right of a discount over the minimum monthly
rent, which shall be limited up to: (i) R$10.000,00 in the 1 st year of the
lease agreement; (ii) R$ 10.500,00 in the 2 nd year of the lease
agreement. From the 3 rd year of the lease agreement until its final term
there will be no discount.
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If, at the end of each year, the inflation rate is equivalent or superior to
20%, Tenant shall also pay a “supplementary rent” by the 15 th day of the
following year, as stipulated on the contract.
Tenant shall also pay a monthly contribution to the Promotional Fund
(“Fundo de Promoção”) and to the Storeowners’ Association
(“Associação dos Lojistas”) in the amount of 25% of the minimum
monthly rent and shall participate in the payment of the common
expenses in the percentage set for in the agreement. Such contributions
shall be annually adjusted according to the variation of IGP-M,
calculated by FGV.
Tenant is also liable for the payment of the expenses of the commercial
area itself, including taxes, consume of electric energy and the costs of
the insurance agreement of the commercial area.
Regarding the tax on urban property (“IPTU”), the General Rules
(“Normas Gerais”) impose to Tenants the obligation of paying such tax.
Execution Date: December 2, 2010.
Effective Date: December 1, 2010.
Term: 60 months counted from December 1, 2010.
Guarantee: Personal guarantee granted by José Alberci Braga (CPF no.
562.573.337-68) and Loide Florindo de Paula Braga (CPF no.
821.925.027-53).
Transfer: Tenant may assign, borrow or sublease, with the previous authorization
of Lessors, part of the rented area to a financing affiliated company or
one belonging to the same economic group, which offers credit to
clients, without any increase up on the rent or burdens to be paid by
Tenant.
Tenant may also sublease to third parties, with the previous
authorization of Lessors, a part of the rented area. Such sublease does
not create any obligations between Lessors and the sub-Tenant,
remaining Tenant sole liable for all obligations. If the sublease or the
assignment agreement comprehends the total area Tenant shall pay to
Lessors a tax corresponding to ten times the minimum monthly rent in
force at the moment of the assignment or the sublease.
Lessors may assign or transfer to third parties the rights or obligations
arising out of the agreement, especially in the event of sale to third
parties of Lessors’ interest in Botafogo Praia Shopping. Lessors can
also constitute a guarantee upon its rights arising out of the lease
agreement to third parties in credit and financing operations.
The assignment of quotes or shares of Tenant that represents more
63

DOCS - 351174v1
than 50% of the capital stock without the previous authorization of
Lessors, even though said assignment involves others commercial
establishments or third parties, shall cause the legally termination of the
lease agreement.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Amending: None.
Right of first
refusal:
Tenant directly waives of such right at the fifteenth clause of the lease
agreement.
Comments: The same clauses of the general lease agreement.
9. Cinemark Brasil
Tenant shall only use the rented area as a feminine and masculine
clothes store, accessories and decoration items.
Lessors: Fundo de Investimento Imobiliário Ancar IC (São Marcos
Empreendimentos Imobiliários Ltda.’s successor) and Plaza Shopping
Trust SPCO Ltda., as of amendment of June 23, 2009.
Tenant: Cinemark Brasil S.A.
Object: Lease of stores nos. 811, 812, 813, 814, 815 and 816, in which shall be
constructed a stadium seating multiscreen cinema, with a total area of
2,420m 2 .
Price: The greater between the two following amounts: (i) minimum monthly
rent of R$ 10.00 per square meter; or (ii) 12% of the net revenues of the
ticket sales and of the sales of food and others articles.
Net revenues is a defined term in the agreement comprehending the
revenues obtained by Tenant with sales performed in the commercial
area, excluding taxes, copyrights, amounts related to return of
merchandise and discounts on merchandises and amount paid to the
owners of the electronic games installed in the commercial area.
The total square meter area for purposes of calculating the minimum
monthly rent shall be the total area of the ground floor of the rented area
as shown in Attachment A1 (approximately 2,420m 2 ).
The percentage rent shall be calculated and accounted in a quarterly
basis and shall be paid every month when its amount exceeds the
amount of the minimum monthly rent. In this case, the minimum rent
paid in the quarter shall be deducted from the percentage rent and
Tenant shall only pay the exceeding amount.
The minimum monthly rent shall be paid on the first business day of
each month subsequent to the respective month. In the event of the
percentage rent is greater than the minimum monthly rent; the
exceeding difference shall be paid on the 10 th of the subsequent month
64

Execution Date: January 29, 1999.
DOCS - 351174v1
of the accounted quarter or on the first business day.
In the event of the effective leases and occupied area of the shopping is
less than 70% of the gross rented area of the shopping (excluding the
cinema area) and during the period such event occurs, Tenant shall
solely be obliged to the percentage rent. During all the occasions in
which the effective lease and occupied area of the shopping exceeds
70% of the gross leasable area, the minimum monthly rent shall be due
as summarized above.
Rent shall be subject to an annual adjustment for inflation according to
the variation of IGP-M, of Fundação Getúlio Vargas.
Tenant shall contribute to the Promotional Fund with a monthly payment
of R$ 350.00 (as of July 31, 1998), monthly adjusted for inflation
according to IGP-M, of FGV (Brazilian law do not permit adjustments for
inflation in a periods inferior to one year).
Effective Date: December 3, 1999, as of amendment of July 27, 2000.
Term: 10-year period renewable at Tenant’s option for an additional 03-year
period and another consecutive 05-year period. Tenant’s right of
renewing shall be exercised if Tenant does not otherwise notify Lessors
upon a 06-month prior notice. The parties shall execute an amendment
to the agreement evidencing such extension. We have been informed
that such amendment is now being negotiated.
Guaranty: None
Transfer: Tenant shall only assign the rights and obligations arising out of the
lease agreement with the previous authorization of Lessors.
Tenant may assign, borrow or sublease the rented area to a financing
affiliated company or one belonging to the same economic group.
Tenant shall only assign, borrow or sublease the rented area to any
legal entity with a net worth equal or above the amount equivalent to
US$ 10,000,000.00, upon Lessors prior approval.
Venue: There is an arbitration clause that shall not be applicable in the case of
the filing of a renewal lawsuit, which may be filed in the venue of Rio de
Janeiro, State of Rio de Janeiro.
All disputes shall be resolved by a panel of 3 arbitrators. Each party
shall appoint one of the arbitrators and the third one shall be chosen by
Tenant among a list of 5 arbitrators appointed by Lessors.
The arbitration shall be held in Rio de Janeiro and shall be conducted in
Portuguese language under the UNCITRAL rules and proceedings.
Amending: July 27, 2000 and June 23, 2009.
65

Right of first
refusal:
DOCS - 351174v1
If Lessors intend to sell the rented store as a separate unit, Lessors
shall give to Tenant right of first refusal upon a 30-day prior notice.
If such option is not exercised, also as an independent unit, the
surveillance and respect by potential purchasers to this agreement, its
extension and/or renewals are expressly foreseen. Thus, the registration
and filling of this agreement with the Real Estate Registry is an essential
condition of this transaction.
Therefore, in the event of Tenant does not exercise the right of first
refusal and the property come to be transferred to third parties, the
agreement shall be observed and respected by the purchaser.
However, in the documents presented to our exam there is no evidence
that the lease agreement has been registered with the Real Estate
Registry, what is a condition to the exercise of such rights against third
parties.
Nevertheless, accordingly to the contractual clause no. 21.3, while such
lease agreement is not yet registered with the Real Estate Registry, in
case Lessors sell the rented store, they are still obliged, as a previous
and essential condition to the sales agreement validity, to compromise
the future acquires to fully respect the lease.
The disobedience of such obligation by Lessors gives Tenant the right to
claim not only for damages and losses (including loss of profits), but also
for any other expense related to relocation. Tenant has also the right to
claim for indemnification of all the improvements that he has done,
including equipments, machinery and constructions, taking into
consideration their price or value at the time of their respective
purchase, reposition, construction or importation.
Comments: Tenant shall use the rented area as a screen motion picture theater
complex containing approximately 1,360 seats, for exhibition of motion
pictures, telecasts, meetings, style shows and others.
Tenant may also deal activities related with those above mentioned,
such as restaurant and concession stands for the sale of snack food,
candy, soft drinks and such other food and refreshment items
customarily sold on cinemas, including coffee, as well as the incidental
sale or rent of toys, video tapes, recordings, posters, clothes and
novelties sold in connection with the exhibition of motion pictures.
If another motion picture theater or cinema shall be established in the
shopping, the minimum monthly rent and the percentage rent shall be
reduced by 90%.
66

DOCS - 351174v1
If an erotic massage parlor, bar or nightclub featuring nude
entertainment or any adult bookstore or video rental shall be established
in the shopping during the term of the lease agreement, the minimum
monthly rent and the percentage rent shall be reduced in 50%.
The minimum monthly rent and the percentage rent shall also be
reduced in 50% if it shall be established on the same floor of the cinema
a popcorn stand, a candy shop, a gum machine, separate arcade
machines, a video rental, a billiard hall, a bingo parlor, a used
merchandise establishment or a nightclub.
Alternatively, in any of the events above, Tenant shall have the right to
terminate the agreement.
Tenant’s customers shall pay the minimum parking lot charge for the
first 3 hours, upon presentation of their stamped ticket for the cinema.
Lessors shall maintain a minimum number of 860 parking places for
Tenant’s customers.
Tenant may install a spotlight on the front wall of the shopping center
and on the area faced to the beach, as high as possible on the structure
of the building.
Lessors shall keep and repair the floor slab and the outside of the rented
area, all supporting structures of the rented area, all structure parts of
the cinema and the roof (including keeping it free from leaks) at their
own expenses, provided the repairs to be done are not in connection
with the non proper use by Tenant.
Lessors shall maintain the areas of parking lot indicated in Attachment A
illuminated up to 30 minutes after the last movies, at their expenses.
Lessors shall provide permanent security in the entire shopping,
including in the parking lot.
Lessors shall pay and Tenant shall reimburse Lessors the equivalent to
half of its proportional share of the expenses for the maintenance above
contemplated (including Lessors management fee no greater than 5% of
the condominium expenses, excluding real estate tax (IPTU) and other
taxes, fire insurance, civil liability insurance, Promotional Fund and
expenses with water, energy, gas and telephone) (hereinafter referred to
as the “proportional share”). The proportional share shall not exceed R$
9.00 per square meter of the rented area, that shall be monthly adjusted
for inflation according to IGP-M, of Fundação Getúlio Vargas (Brazilian
law does not permit adjustments for inflation in periods inferior to one
67

DOCS - 351174v1
year).
3. Right of First Refusal
The following fines shall be due in the event of each violation listed
bellow:
(i) in case of delay in the payment of any amount due by Tenant,
Tenant shall pay a fine equal to 10% of the total amount due, plus an
interest of 1% per month or fraction thereof, adjusted for inflation
according to the variation of IGP-M, of FGV;
(ii) in the event of a breach of any obligation set forth in the
agreement, Tenant shall pay a daily fine corresponding to 1/30 of the
minimum monthly rent prevailing on the date of the payment, due per
day of breach;
(iii) in the event of losses and damages caused by any party, the
defaulting party shall reimburse the other party and shall also pay a fine
of 10% plus an interest of 1% per month or fraction, levied on the
amount of the losses and damages;
(iv) in case of court proceedings, the defaulting party shall pay
attorney’s fees limited to 20% of the due amount.
The stipulations in the General Rules regarding to the double minimum
rent on December shall not be applicable.
As of amendment of June 23, 2009, Tenant shall install a 3D equipment,
including a specific screen, in one of the theatres. Therefore, Lessors
will compensate such investment, estimated in R$ 250.000,00, with a
monthly rent discount of R$ 10.416,67 during a 24-month period,
counted from July, 2009.
Tenant shall keep such equipments in use for, at least, 10 years, or as
long as the lease remains effective. Otherwise, Tenant shall refund the
discount offered by Lessors, with 1% monthly interest and a 10%
penalty. Such amount shall also be subject to an annual adjustment for
inflation according to the variation of IGP-M, of Fundação Getúlio
Vargas until the refund date.
According to Law no. 8,245/1991, in case Lessor wishes to sell the leased property it is
granted to Tenant a right of first refusal to acquire the real estate property under the same
conditions of the proposal and under the payment of the same price.
68

Brazilian law sets forth that the right of first refusal in principle shall only affect third
parties (the buyers) if the lease agreement in question is registered with the Real Estate
Registry at least 30 days prior to the transaction. None of the lease agreements of Botafogo
Praia Shopping were registered with the Real Estate Registry. Nevertheless, Tenants that
have not registered the lease agreements with the Real State Registry prior to the transaction
may at any moment decide to do so. In that case, such registration would generate a right of
first refusal with possible impact on future buyers of the properties.
On the other hand, Brazilian Law guarantees to Tenants that have not duly registered
the lease agreements as stated above the right to claim losses and damages from Lessor.
Therefore if Tenants are not offered opportunity to exercise their right of first refusal, they may
have a claim against the sellers. Nevertheless there is a possibility of such claim affects the
buyers in case the sellers do not have sufficient assets to cover such liability or under the
argument that the buyer was aware of the existence of the lease agreement (although it was
not duly registered) and had somehow contributed to the default of Lessor. However, the right
for indemnification only prevails if Tenant has financial conditions to buy the property and
prove the existence of damages upon the disrespect of the right of first refusal.
The right of first refusal of the co-owners prevails in relation to the right of first refusal
of Tenants. In practical view, the right of first refusal of Tenants of Botafogo Praia Shopping is
overcome because Ancar will be one of the purchasers.
Although most Tenants waive the right of first refusal in the lease agreements
executed with the co-owners of the shopping centers, allowing the co-owners to freely sell
their interests on the real estates that compose the shopping centers, part of the doctrine
understands that a previous waiver in the agreement shall be deemed as null and void
because it would be contrary to the finality of the law. In order to avoid any argument in this
sense, Lessor should send a prior notification to all the Tenants as explained above,
independently of the waiver clause.
If the purchase and sale comprises more than one autonomous unit the right of first
refusal shall encompass the totality of the properties involved in the transaction.
The lease agreements of Botafogo Praia Shopping submitted to our analysis contain
the following clauses addressing the right of first refusal:
Right of First
Refusal
There is a specific
clause stipulating
such right in favor of
Tenant:
There is a contractual
clause in the
following lease
DOCS - 351174v1
1. Lojas Americanas
2. Cinemark
3. Leader
4. Mc Donald’s
1. Afghan
2. Aldeia dos Ventos
3. Andarella
Lease Agreements
42. Montana Grill Express
43. Morana
44. Mr. Cat
69

agreements
establishing that
Lessors may assign
or transfer to third
parties the rights
arising out of these
contracts without
Tenant’s
authorization,
especially in case of
the sale of the
shopping shares.
Lessors may also
give those rights as
guarantee of credit or
financing operations
executed with third
parties.
Nevertheless, the
above mentioned
clause does not
indicate or mean an
express waiver of the
right of first refusal,
which, in case, is
granted by Law in
favor of Tenant.
The lease agreement
does not have any
clause related to the
right of first refusal.
DOCS - 351174v1
4. Animale
5. Armadillo
6. Aviator
7. Batata Inglesa (Baked
Potato)
8. Banco de Areia
9. Banco Itaú
10. Cacau Show
11. Café Hum
12. Café Sorelle
13. Camarão & Cia.
14. Cassino
15. Catran
16. Centauro
17. Cheklist
18. City Shoes
19. Commcenter
20. Contém 1g
21. Crepelocks
22. CVC Viagens
23. Dimpus
24. Enjoy
25. Farmácia Drogasmil
26. Ferni
27. First Class
28. Físico & Forma
29. Fuss Conection
30. Hemisfério
31. Hering
32. Koni Express
33. L’Acqua di Fiori
34. Le Postiche
35. Leeloo
36. Lidador
37. Livorno
38. Madame MS
39. Maria Filó
40. Mega Matte
41. Mercatto
1. Bebê Carioca
2. Chilli Beans
3. DNA Natural
4. Filtros Soft Barra
45. Mundo Verde
46. New Order
47. Nyhaün
48. O Boticário
49. Ortobom
50. Óticas do Povo
51. Parmê
52. Paty Elly
53. Pax Delícia
54. Raffas
55. Rei dos Quadros
56. Rio Color
57. Salad Creations
58. Santa Lolla
59. Saraiva
60. SNC
61. Starbucks
62. Taco
63. Tim Vip
64. Tiramisú
65. Toon
66. Uncle K
67. Via Torino
68. Via Uno
69. Visão Mil Ótica
70. Vivara
71. Vivenda do Camarão
72. Wanda K
73. X Site
74. Yogoberry
75. Zinzane
7. Swatch
8. Tapyoca
9. Tempo de Recreio
10. Tortely
70

However, such right
is granted by Law in
favor of Tenant.
Tenant expressly
waives such right in
the following lease
agreements:
DOCS - 351174v1
5. Fundição Filomena
6. Geneal
1. Alice Disse
2. Aquamar
3. Arezzo
4. Avelã
5. Baloné
6. Bebê Básico
7. Bob’s
8. Botequim Informal
9. Broxton
10. Brownieria
11. Cafeína
12. Celular Station
13. Claro
14. Colchões Sleep Stars
15. Confidence Câmbio
16. Corner Surf Shop
17. Da Silva
18. Daniele Dessin
19. Del Rey
20. Di Santini
21. Eclectic
22. Empório Naka
23. Euro Colchões
24. Face
25. Feliz da Vida
11. Touch
12. Wash Center
26. Folic
27. Frans Café
28. Game Tech
29. Geammal L’Parfums
30. Grande Muralha
31. Havaianas
32. Hope
33. Imaginarium
34. Joana João
35. Kopenhagen
36. Kotobuki
37. La Folie
38. Leah K
39. Lupo
40. Luttier
41. Mahogany
42. Myth
43. Net Box
44. Oi
45. Old Factory
46. Panna
47. Puket
48. Sellkit
49. Só Socks
50. Spoleto
51. Subway
52. Viena Express
53. Vila Romana
Regarding the exercise of the right of first refusal, Lessors decided to send a
notification to some Tenants, in which they described the original conditions of acquisition of
Brookfield participation in Botafogo Praia Shopping and Cidade Shopping, also indicating:
a) the global price, which is equivalent to R$ 283,000,000.00;
b) form of payment, which shall be immediate;
c) the existence of any in rem guarantee (there is an easement related to the
property registered with the 1 st Real State Registry of Belo Horizonte/MG under
Matrícula no. 108.566, some mortgages in favor of Bradesco S.A. and
71

DOCS - 351174v1
attachments related to the debts of the IPTU of the property registered with the
3 rd Real State Registry of Rio de Janeiro/RJunder Matrícula no. 39.571;
d) the right of first refusal granted to co-owners would prevail in relation of the right
of first refusal of Tenants.
Despite the sending of the notification, in our view it did not fulfill the applicable legal
requirements as sets forth in Law no. 8,245/91 and, therefore, should not be considered as a
ROFR notification for the purposes of Brazilian law. We have the following points of concern:
A) Scope of the exercise of the ROFR: The notification indicates that the ROFR
holder may exercise the ROFR for the whole set of assets being sold, that is,
the 49% stake in Botafogo Praia Shopping, the 50% stake in Shopping Cidade
and the participation in the management companies. In this approach, if a
Tenant decides to exercise its ROFR with respect to Botafogo Praia Shopping,
it would also have to buy the ownership in Shopping Cidade. We do not believe
that this approach is correct, considering that Brookfield is selling the
ownership in each separate asset. Accordingly, in our opinion Brookfield
should grant to the Tenants of Botafogo Praia Shopping a separate ROFR
letter for the exercise of the ROFR in said shopping and do the same with the
Tenants of Shopping Cidade.
B) Conditions of the sale. According to Brazilian law, the ROFR notification should
contain all of the terms and conditions of the transaction. The notification sent
by Brookfield does not fulfill this requirement. Indeed, considering that such
terms and conditions have not yet been fully negotiated with
Ivanhoe/CPP/Ancar, it would be impossible to fulfill this requirement at this
moment. The notification simply indicates that the price for the exercise of the
ROFR is of R$ 283,000,000, making it clear that this price is not final, since the
losses identified by the acquires in the due diligence may be taken into account
in the calculation of the final price.
The referred notifications were sent to the following Tenants of the stores located in
Botafogo Praia Shopping, for which the corresponding documents were made available for a
period of 10 days, counted from the date of receipt of the notification, and it was given a 30day
term to exercise their respective right of first refusal:
1. Afghan
2. Aldeia dos Ventos
3. Andarella
4. Animale
5. Armadillo
6. Aviator
7. Banco de Areia
8. Banco Itaú
9. Batata Inglesa (Baked Potato)
45. Maria Filó
46. Mc Donald’s
47. Mega Matte
48. Mercatto
49. Mr. Cat
50. Montana Grill Express
51. Morana
52. Mundo Verde
53. New Order
72

10. Bebê Carioca
11. Brownieria
12. Cacau Show
13. Café Hum
14. Café Sorelle
15. Camarão e Cia.
16. Cassino
17. Catran
18. Centauro
19. Checklist
20. Chilli Beans
21. Cinemark
22. City Shoes
23. Commcenter
24. Contém 1g
25. Crepelocks
26. CVC Viagens
27. DNA Natural
28. Enjoy
29. Farmácia Drogasmil
30. Ferni
31. Filtros Soft Barra
32. First Class
33. Físico & Forma
34. Fundição Filomena
35. Fuss Conection
36. Geneal
37. Hering
38. Koni Express
39. L’Acqua di Fiori
40. Le Postiche
41. Lee Loo
42. Lidador
43. Livorno
44. Madame MS
DOCS - 351174v1
54. Nyhaün
55. O Boticário
56. Ortobom
57. Óticas do Povo
58. Parmê
59. Patty Elly
60. Pax Delícia
61. Raffa’s
62. Rei dos Quadros
63. Rio Color
64. Salad Creations
65. Santa Lolla
66. Saraiva
67. SNC
68. Starbucks
69. Swatch
70. Taco
71. Tapyoca
72. Tempo de Recreio
73. Tim Vip
74. Tiramisú
75. Toon
76. Tortely
77. Touch
78. Uncle K
79. Via Torino
80. Via Uno
81. Visão Mil Ótica
82. Vivara
83. Vivenda do Camarão
84. Wanda K
85. Wash Center
86. X Site
87. Yogoberry
88. Zinzane
As far as we are informed, none of the Tenants showed interest in acquiring the totality
of the properties for sale.
Also regarding such letters of notification, we have compared the list of notified
Tenants above with the list of existent lease agreements of the stores of Botafogo Praia
Shopping and realized that many Tenants were probably not notified until this moment to
exercise their respective rights of first refusal. As we were not provided with copies of such
73

letters, we do not know if Brookfield has already sent them to the missing Tenants related
below or is waiting to later take this precaution.
1. Alice Disse
2. Aquamar
3. Arezzo
4. Avelã
5. Baloné
6. Bebê Básico
7. Bob’s
8. Botequim Informal
9. Broxton
10. Cafeína
11. Celular Station
12. Claro
13. Colchões Sleep Stars
14. Confidence Câmbio
15. Corner Surf Shop
16. Da Silva
17. Daniele Dessin
18. Del Rey
19. Di Santini
20. Dimpus
21. Eclectic
22. Empório Naka
23. Euro Colchões
24. Face
25. Feliz da Vida
26. Folic
27. Frans Café
28. Game Tech
29. Geammal L’Parfums
30. Grande Muralha
31. Havaianas
32. Hemisfério
33. Hope
34. Imaginarium
DOCS - 351174v1
35. Joana João
36. Kopenhagen
37. Kotobuki
38. La Folie
39. Leader
40. Leah K
41. Lojas Americanas
42. Lupo
43. Luttier
44. Mahogany
45. Myth
46. Net Box
47. Oi
48. Old Factory
49. Panna
50. Puket
51. Sellkit
52. Só Socks
53. Spoleto
54. Subway
55. Viena Express
56. Vila Romana
74

DOCS - 351174v1
CHAPTER 5 – GENERAL AGREEMENTS
We summarize in this chapter all the general agreements (including insurance policies)
executed by BPS Shopping Center Ltda. or the co-owners of Botafogo Praia Shopping that
were made available in the Data Room or that were provided directly to us by BPS, at the
request of Ancar Ivanhoe, except for lease agreements, which are examined in a separate
chapter of this Report.
Firstly we summarize the general agreements related to Botafogo Praia Shopping.
Subsequently, we summarize the existing insurance policies.
1. General Agreements
1.1. Security Services
Parties: BPS Shopping Center Ltda.
Hércules Vigilância e Segurança Ltda. (“Hércules Vigilância”)
Date: May 25, 2010
Object: Provision of armed security services.
Price: Total amount of R$ 699,710.40
Armed security: R$ 11.41 per man/hour
Motorcyclist: R$ 12.10 per man/hour
Term: From July 20, 2009, with the possibility of being renewed after
evaluation by BPS.
Termination: Any party may terminate the agreement with a 30 days prior notice.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Other Comments: The price shall be adjusted according to the applicable collective
convention.
According to the confidentiality clause, Hércules Vigilância and their
staff shall not disclose any information of the interest of BPS.
1.2. Management of Parking Lot
Parties: Rolcan Brasil Estacionamentos Ltda. (this company belongs to the
Brookfield group – we do not know why it executed this agreement,
instead of BPS)
Verzani & Sandrini Parking Estacionamento Ltda. (“Verzani &
Sandrini”)
Date: April 27, 2010 and amendment of March 29, 2011
Object: Coordination and operation of parking lot inside the area of
“Botafogo Praia Shopping”
Price: R$ 79,018.25 monthly (by amendment of March 29, 2011)
Term: 24 mouths counting from April 1 st , 2010.
75

Termination: Any party may terminate the agreement with a 60 days prior notice.
In case of termination, Rolcan Brasil Estacionamentos Ltda. shall
pay only the amount related to the services executed until the
termination date.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Other Comments: According to the clause of inexistence of employment relationship,
there is no employment relationship between Rolcan Brasil
Estacionamentos Ltda. and the staff responsible for the provision of
the services.
According to the confidentiality clause, Verzani & Sandrini, staff,
subcontractors, providers of services and agents shall not disclose
any information related to the present contract, the company Rolcan
Brasil Estacionamentos Ltda. or any enterprise of Rolcan Brasil
Estacionamentos Ltda., except in case of express and written
consent of the other party.
The price shall be adjusted annually according to the variation of
IGP-M/FGV rate.
Late payments shall be accrued of monetary correction plus a 2%
penalty and a 1% monthly interest.
1.3. Services of Gardening
Parties: BPS Shopping Center Ltda.
Sítio Carvalho Plantas Ltda. (“Sítio Carvalho”)
Date: August 1, 2010
Object: Provision of services of gardening.
Price: R$ 10,300.00 monthly.
Term: 12 months
Termination: Any party may terminate the agreement with a 30 days prior notice.
Any party may also terminate the agreement immediately in case
of (i) infractions or irregular execution of the specification and terms
of any contractual clause; (ii) noncompliance by Sítio Carvalho of
regular determinations of public authorities related to legal
exigencies for the provision of services; (iii) failure to achieve the
purpose of the contract; (iv) bankruptcy, Chapter 11 or notorious
insolvency of the other party; (v) act of God or force majeure.
BPS may further terminate the agreement if Sítio Carvalho (i)
transfers or promises of transfer rights or obligations related to the
contract without the express consent of BPS; and (ii) acts with
negligence, bad faith or commits of technical faults in the execution
of the contracted services.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Other Comments: According to the confidentiality clause, Sítio Carvalho shall not
disclose any technical or operational information associated to the
DOCS - 351174v1
76

DOCS - 351174v1
contract without the consent of BPS. In addiction to this, the parties
shall not disclose the existence, terms and conditions of the
contract and its values.
1.4. Technical Support of Electrical and Hydraulic Lifts
Parties: BPS Shopping Center Ltda.
Elevadores Otis Ltda. (“Elevadores Otis”)
Date: Julho 13, 2009
Object: Provision of technical support of electrical and hydraulic lifts
Price: The value is divided in 12 installments, being the first of R$
19,085.74 and the other 11 of R$ 22,000.00.
Term: 12 months. The original term was from July 1 t , 2009, to June 30,
2010. We are assuming that this contract was renewed for
subsequent 12 month periods, and shall be valid up to June 30,
2012.
Termination: The agreement will be renewed for the same period unless any of
the parties terminates the contract with a 90 days prior notice.
The agreement will be immediately terminated in the occurrence of
any of the events: (i) if any of the parties disobey any of the
clauses or conditions of this contract and do not resolve the fault in
10 days counting from the receipt of written notification of the other
part in this way; (ii) if any of the parties transfers the contract to
third parties, without the previous written authorization of the other
party; (iii) in case of bankruptcy, Chapter 11 proceeding,
intervention or nonpayment of protested bill by any of the parties.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Other Comments: On June 13, 2009, the parties entered into an amendment in order
to provide the responsibility of Elevadores Otis for all the labor and
tax obligations and general incumbencies related to the agreement.
1.5. Lease agreement of two real estates
Parties: BPS Shopping Center Ltda.- Tenant
São Marcos Empreendimentos Imobiliários Ltda. - Guarantor
Aloisianum (Companhia de Jesus – Jesuítas) - Lessor
Date: January 1, 2004.
Object: Lease agreement of two real estates, as follows:
(i) Real estate located at Rua Muniz Barreto no. 646, registered
on the 3 rd Real estate Registry on the number 14,493; and
(ii) Real estate located at Rua Bambina no. 115, registered on
the 3 rd Real estate Registry on the number 19,114.
These properties shall be used only for parking of vehicles.
Value of the rent: R$ 20,449.69 monthly (this is a historical value, and was valid up to
December 31, 2004). We were not informed of the updated amount of
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the lease.
Term: December 31, 2006, but the agreement is automatically renewed for
subsequent periods of 12 months.
Termination: The agreement may be terminated by Aloisianum with a 30-day prior
notice, or by BPS with a 60-day prior notice.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Other Comments: The price shall be adjusted annually according to the variation of
IGPM/FGV rate or for the shortest period allowed by law.
Late payments shall be accrued of monetary correction plus a 10% fine
and a 1% monthly interest.
All improvements shall be owned by Lessor.
The Tenant shall have to pay a fine in the amount of 03 monthly rents in
the case of termination of this agreement because of bankruptcy,
infringement of any clause or change in the control of the Guarantor or in
its address (this penalty shall not be applied if another guarantor is
indicated within a 30-day term).
1.6. Services of inspection and preservation of the air quality
Parties: BPS Shopping Center Ltda.
Aqualab Química e Serviços Ltda.
Date: February 12, 2003.
Object: Inspection and preservation of the air quality.
Price: R$ 326.62.00 monthly.
Term: Until February 12, 2004, but the agreement is automatically renewed for
subsequent periods of 12 months.
Termination: The agreement may be terminated with a 30-days prior notice.
Venue: Undetermined.
Other Comments: The price shall be adjusted annually according to the variation of IGP-
M/FGV rate.
The parties established a penalty equal to 5% of the price in case of
breach of the agreement.
1.7. Preventive and corrective maintenance of the air conditioner system
Parties: BPS Shopping Center Ltda.
Álamo Engenharia S.A.
Date: March 1, 2002 and amendment of April 20, 2011.
Object: Services of preventive and corrective maintenance of the air conditioner
system
Price: R$ 11,129.18 monthly.
In case of rendering services out of business hours, there will be an
additional payment.
Term: Until April 1, 2004, but the agreement is automatically renewed for
subsequent periods of 12 months.
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Termination: The agreement may be terminated with a 30-days prior notice.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Other Comments: The price shall be adjusted between the parties according to
deliberations imposed by Collective Bargaining Agreement of the
temporary and/or worker’s category or raise of wages determined by the
government.
Álamo shall withhold 11% of the price as contribution to the Social
Security Institute.
Late payments shall be accrued of monetary correction plus a 2% fine.
1.8. Maintenance of the Montele Station
Parties: BPS Shopping Center Ltda.
Rentalmac Elevadores e Máquinas Ltda.
Date: November 3, 2003.
Object: Services of preventive and corrective maintenance of the Montele
Station, model PL-241, that shall be rendered from 9 a.m. to 17 p.m..
Price: R$ 170.00 monthly.
R$ 33.00 is the amount that shall be considered as the value of
employees’ work per hour to basis the calculation of the values of extra
services.
Term: November 3, 2004, but the agreement is automatically renewed for
subsequent periods of 12 months.
Termination: The agreement may be terminated with a 30-days prior notice by BPS or
with a 60-days prior notice by Rentalmac.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Other Comments: The price shall be adjusted annually according to the variation of
IPC/FGV rate.
1.9. Legal services
Parties: BPS Shopping Center Ltda.
Bergqvist, Alvarez & Barbosa Advogados
Date: May 24, 2004.
Object: Legal assistance to be rendered in connection with a lawsuit involving
the nullity declaration of a debt regarding to the amount of ICMS
collected on the electric energy demand.
Price: 18% of the economical benefit received.
Term: Undetermined.
Termination: Undetermined.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Other Comments: Late payments shall be accrued of monetary correction plus a 5%
penalty.
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1.10. Legal services
Parties: BPS Shopping Center Ltda.
Carrico, Côrrea & Mascarenhas Advogados
Date: August 28, 2000 and amendment of May 23, 2006.
Object: Legal services.
Price: We were not provide with copy of the agreement. We just analyzed
letters sent by Carrico, Côrrea & Mascarenhas Advogados informing the
increase up of the fees of its services because of an adjustment
according to the variation of IGP-M/FGV rate.
Term: Not mentioned.
Termination: Not mentioned.
Venue: Not mentioned.
Other Comments: The price shall be adjusted annually according to the variation of IGP-
M/FGV rate.
1.11. Legal services
Parties: BPS Shopping Center Ltda.
Thompson& Moraes Advogados.
Date: October 1, 2001.
Object: Legal services in connection with the follow up of criminal judicial and
administrative proceedings.
Price: The price shall be calculated based on the hours effectively worked by
the members of the firm, pursuant to the following table:
During the week, from 9 a.m. to 18 p.m.:
Partner – R$ 175.00 per hour
Associate – R$ 120.00 per hour
Trainee – R$ 60.00 per hour
During the week, from 18 p.m. to 9 a.m., on Saturdays and on Sundays:
Partner – R$ 350.00 per hour
Associate – R$ 200.00 per hour
The price shall be paid until the 15 th day of the subsequently month.
Term: October 1, 2002, but the agreement is automatically renewed for
subsequent periods of 12 months.
Termination: The agreement may be terminated with a 30-day prior notice by any of
the parties.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Other Comments: The price shall be adjusted annually according to the variation of IGP-
M/FGV rate.
Late payments shall be accrued of monetary correction plus a 10% fine
and a 1% monthly interest.
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1.12. Maintenance of the power suppliers
Parties: BPS Shopping Center Ltda.
STEMAC S.A. – Grupos Geradores.
Date: December 1, 2000.
Object: Services of preventive and corrective maintenance of the power
suppliers that shall be rendered on two periods: from 8 a.m. to 12 p.m.
and from 13 p.m. to 18 p.m..
Price: R$ 640.00 monthly.
Term: December 1, 2001, but the agreement is automatically renewed for
subsequent periods of 12 months.
Termination: The agreement may be terminated by any of the parties with a 30-days
prior notice.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Other Comments: The price shall be adjusted annually according to the variation of IGP-
M/FGV rate.
Late payments shall be accrued of monetary correction plus a 2% fine
and a 1% monthly interest.
1.13. Commercial proposal for cleaning of the water recipients
Parties: BPS Shopping Center Ltda.
Kinágua Tecnologia e Serviços Ltda.
Date: August 4, 2005.
Object: Services of cleaning of the water recipients.
Price: R$ 528.00 monthly.
Term: The validity of the proposal presented by Kinágua had a 15-days term,
but it appears that BPS accepted it timely.
Termination: Undetermined.
Venue: Undetermined.
1.14. Banking collection (cobrança escritural) services
Parties: BPS Shopping Center Ltda.
Banco Bradesco S.A.
Date: March 18, 2009.
Object: Use of the system for banking collection.
Price: Free.
Term: Undetermined.
Termination: The agreement may be terminated by any of the parties with a 30-days
prior notice.
Venue: Rio de Janeiro, State of Rio de Janeiro.
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1.15. Electronic Tax Payment Services
Parties: BPS Shopping Center Ltda.
Banco Bradesco S.A.
Date: March 18, 2009.
Object: Use of exclusive software for electronic tax payments.
Price: Free.
Term: Undetermined.
Termination: The agreement may be terminated by any of the parties with a 30-days
prior notice.
Venue: São Paulo, State of São Paulo.
1.16. Purchase of Electricity
Parties: BPS Shopping Center Ltda.
Light ESCO Prestação de Serviços Ltda.
Date: February 11, 2010.
Object: Purchase of electricity (1.6MW monthly).
Price: The price shall depends on the electricity used by the company with a
average amount of 1.6MW monthly.
January 1, 2012 to December 31, 2016: R$ 158.00 per MWh
January 1, 2017 to December 31, 2025: R$ 162.00 per MWh
The prices shall be monetarily adjusted.
Term: From January 1 st , 2012 to December 31, 2025.
Termination: Any party may terminate the agreement immediately in case of (i)
infractions or irregular execution of the specification and terms of any
contractual clause; (ii) noncompliance of regular determinations of public
authorities related to legal exigencies for the provision of services; (iii)
default in payment for more than 15 days; (iv) bankruptcy or notorious
insolvency of the other party; (v)
change in the control of the parties that change that endangers the
fulfillment of obligations within 30 days.
Venue: All disputes shall be decided by arbitration, pursuant to the rules of the
Arbitration Chamber of FGV.
Other comments: Late payments shall be accrued of monetary correction plus a 2% fine
and a 1% monthly interest.
The agreement is guaranteed by a banking letter.
There is a confidentiality clause.
1.17. Distribution of Electricity
Parties: BPS Shopping Center Ltda.
Light Serviços de Eletricidade S.A.
Date: March 1 st , 2007.
DOCS - 351174v1
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Object: Distribution of electricity (2,950Up).
Price: The amount shall be calculated each month by a formula based on the
electricity distributed.
Term: 1 year, automatically renewed for another periods. Any party may
terminate the agreement with a 90-days prior written notice
Termination: Any party may terminate the agreement immediately in case of (i)
infractions or irregular execution of the specification and terms of any
contractual clause; (ii) noncompliance of regular determinations of public
authorities related to legal exigencies for the provision of services; (iii)
default in payment for more than 60 days; (iv) bankruptcy or notorious
insolvency of the other party.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Other comments: Late payments shall be accrued of monetary correction plus a 2% fine
and a 1% monthly interest.
The agreement is guaranteed by a banking letter.
There is a confidentiality clause.
1.18. Maintenance of elevators
Parties: BPS Shopping Center Ltda.
Otis Master Ltda.
Date: August 1, 2007.
Object: Services of conservation and preventive maintenance of elevators.
Price: R$ 16,920.00 monthly.
Term: 24 months counted from August 1 st , 2007 to July 31, 2009, renewable
automatically.
Termination: Any party may terminate the agreement with a 60-day prior notice through
registered letter.
The termination of the agreement without fair cause shall result in a 25%
penalty of the coming to due parcels.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Other
Comments:
DOCS - 351174v1
The price shall be adjusted for an annually period according to the
variation of IGP-DI/FGV rate, or for the shortest period allowed by law.
Late payments shall be accrued of monetary correction according to IGP-
DI/FGV plus a 10% fine and a 1% monthly interest.
The agreement is covered by insurance, for damages caused by the
services rendered by Otis.
Otis shall not be liable for damages caused by third parties allowed to
perform the same services, in which case it may terminate the agreement
without prior written notice.
BPS shall be liable for damages in case of denying the request of
changing default parties.
In case of lack of payment for 02 times, Otis shall have the right to
suspend the services.
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1.19. Security and Surveillance Services
Parties: BPS Shopping Center Ltda.
Verzani e Sandrini Segurança Patrimonial Ltda.
Date: August 17, 2006.
Object: Specialized services of patrimonial security and surveillance as well as
brigade security (“vigilância brigadista”).
Price: R$ 22,161.05, monthly.
Term: 12 months counted from August 17, 2006, but the agreement is
automatically renewed for subsequent periods of 12 months.
Termination: Any party may terminate the agreement with a 30-days prio written notice.
In case of lack of notice, a penalty shall apply.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Other
Comments:
DOCS - 351174v1
The price shall be adjusted annually according to the adjustment rate of
wages of the brigade security professional category, granted by collective
convention, collective bargaining agreement, labor dispute or any other
wage adjustment.
The service shall be rendered only inside territorial limits of internal
dependences of BPS.
1.20. Use of CryptoCard and Sinercom system
Parties: BPS Shopping Center Ltda.
Câmara de Comercialização de energia elétrica
Date: October 20, 2006.
Object: Use of the system Sinercom and 5 cryptocards.
Price: Free.
Term: 5 years counted from October 20, 2006.
Termination: Any party may terminate the agreement with a 30-day prior written notice.
Any party may terminate the agreement immediately in case of (i) infractions
or irregular execution of the specification and terms of any contractual
clause; (ii) bankruptcy or notorious insolvency of the other party; (v) act of
God.
Venue: São Paulo, State of São Paulo.
1.21. Legal Services
Parties: BPS Shopping Center Ltda.
Lobo & Ibeas Advogados
Date: May 19, 2009 and amendment of November 11, 2010
Object: Legal assistance to be rendered in connection with lawsuits involving
eviction, compensation, renewal and execution.
Price: Eviction Actions:
R$ 3,500.00 as pro-labore which shall be paid in the filing date; plus a
percentage (from 3% to 5%) of the debt in case of eviction for default in
payment and charges of 10% of the amount of the debt in the case of
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Term: Undetermined.
Termination: Undetermined.
DOCS - 351174v1
the execution of an amicable agreement.
Compensation Actions:
Special Civil Court – Fees of 10% of the amount with a minimum of
R$ 1,000.00 plus 10% of the economical benefit.
Civil Court – The fees shall be determined in each case.
Renewal Actions:
The pro-labore fees shall be equivalent to the price of one minimal rent
in the date of the filing of the action. If such amount is superior to the
indicated in the action, it shall be a premium charge regarding to twice
the difference between the amount of the minimal rent and the amount
indicated in the action.
Execution Actions:
R$ 2,000.00 as pro-labore fees and shall be paid in the filing date plus
10% of the economical benefit.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Other Comments: The price shall be adjusted for an annually period according to the
variation of IGP-M.
2. Insurance Policies
2.1. Policy no. 1-51-4007092-0
Insurer: Itaú Seguros S.A.
Insured entities: This is a general insurance contracted by Ancar Gestão de
Empreendimentos Ltda. (a company belonging to the Ancar Ivanhoe
group), covering the following entities:
Administradora Shopping Nova América Ltda.
Condomínio do Conjunto Nacional Brasil
Condomínio Civil pro indiviso do Natal Shopping Center
Condomínio São Gonçalo Shopping Rio
Condomínio Civil Pantanal Shopping
Shopping Metrô Itaquera
Condomínio do Edifício Rio Design Barra
Setor Lojas do Condomínio Rio Flat Services
Centervale Administração e Participações Ltda.
Porto Velho Shopping S.A.
BPS Shopping Center Ltda.
Object: This policy guarantees the payment of the indicated amount for general
civil responsibility deriving from the covered risks, as below:
1) Operations in the shopping mall: up to R$ 15,000,000.00;
2) Damages to store’s content: up to R$ 1,500,000.00;
3) Employment obligations: up to R$ 1,000,000.00;
4) Contingent risks of vehicles: up to R$ 500,000.00;
5) Civil works, installation and/or mounting: up to R$ 500,000.00;
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DOCS - 351174v1
6) Collision, burning, robbery and/or theft of vehicles: up to R$
400,000.00 as an isolated insured capital;
7) Flooding: up to the sublimit of R$ 200,000.00 as an isolated insured
capital;
8) Small collisions of vehicles: up to the sublimit of R$ 50,000.00 as an
isolated insured capital;
9) Civil responsibility derived from pain and suffering related to the
covered risks above: up to R$ 400,000.00.
Term: From March 31 st , 2011 to March 31 st , 2012.
Premium: The total value of the premium is R$ 414,689.29, of which R$ 28,500.71
are taxes on financial transactions (IOF) and R$ 14,991.58 interest of
1.00% per month. The value is divided in 7 installments (in the
approximate amount of R$ 59 thousand each), the first due on May 12,
2011, the second due on May 31, 2011 and each other due on the last
day of the subsequent months (the last one being due on October 31,
2011).
In addition to the premium, it is due an amount of R$ 100.00 as policy
costs.
Deductible: Operations in the shopping mall: 10% of the cash loss, with a minimum of
R$ 10,000.00;
Leakage or pouring: 20% of the cash loss, with a minimum of R$
50,000.00 for São Gonçalo Mall and R$ 10,000.00 for the other shopping
malls;
Damages to the store’s content: 10% of the cash loss, with a minimum of
R$ 2,000.00;
Employment issues: 10% of the cash loss, with a minimum of R$
2,000.00;
Civil works and/or mounting: 20% of the cash loss, with a minimum of R$
10,000.00;
Collision, burning, robbery and/or thievery of vehicles: 10% of the cash
loss, with a minimum of R$ 5,000.00 except for Metro Mall, Itaquera Mall
and Nova America Mall, where the percentage is 10% with a minimum of
10,000.00;
Flooding of the garage: 10% of the cash loss, with a minimum of R$
5,000.00;
Small collisions: 10% of the cash loss, with a minimum of R$ 2,000.00;
Pain and suffering related to the covered risks: 10% of the cash loss.
2.2. Policy no. 1-18-447672-0
Insurer: Itaú Seguros S.A.
Insured entity: Ancar Gestão de Empreendimentos Ltda.
Object: Locations covered by this insurance policy:
Administradora Shopping Nova América
Condomínio do Conjunto Nacional Brasília
Natal Shopping Center SA
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Condomínio do São Gonçalo Shopping
Condomínio Civil do Pantanal Shopping
Consórcio Shopping Metrô Itaquera
Condomínio do Edifício Rio Design Barra
Condomínio do Edifício Rio Flat Service
Shopping Centervale
Porto Velho Shopping
Botafogo Praia Shopping
The policy covers the following risks:
(a) basic coverage – fire, thunderbolt, explosions, airplane crash,
smoke, removal of rubble, salvage: up to the amount of R$ 200 million;
(b) loss of profits: R$ 60.5 million.
Term: March 31 st , 2011 to March 31 st , 2012.
Premium: The total value of the premium is R$513,844.52, of which R$ 35,315.44
are in the quality of taxes on financial transactions and R$ 18,577.08 in
the quality of interest of 1.00% per month. The value is divided in 7
installments of approximately R$ 73 thousand each, the first one due on
May 11, 2011, the second on May 31, 2011 and the others on the last
day of each subsequent month (the last one being due on October 31,
2011).
In addiction to the premium, it is due an amount of R$100.00 in the
quality of policy costs.
Deductible: For the basic coverage, there is no deductible. For the loss of profits, the
deductible shall correspond to the loss of profits of the first 5 days.
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CHAPTER 6 – INTELLECTUAL PROPERTY
This Chapter describes and examines Intellectual Property matters, comprising
trademarks and domain names registrations. The information summarized below is grounded
on the data made available by Brookfield, as well as on a complementary research at the
Brazilian competent registries.
1. Trademarks
São Marcos Empreendimentos Imobiliários Ltda. owns four valid registrations for
“Botafogo Praia Shopping” trademarks and BPS Shopping Center Ltda., as described below:
Registration no. Trademark:
BOTAFOGO
Class: Status:
200034804 PRAIA
SHOPPING
36 Registration valid until March 1 st , 2013.
200043579
820444200
821705474
BOTAFOGO
PRAIA
SHOPPING
35
Registration valid until February 3 rd ,
2014.
35 Registration valid until March 1 st , 2013.
36
Registration valid until February 3 rd ,
2014.
BPS Shopping Center Ltda., on its turn, has recently made an application for the
registration for the “Botafogo Praia Shopping” trademark, as indicated below:
Application no. Trademark: Class: Status:
-
35 Application filed on February 10, 2011.
This application is at the very initial phase and so far no term for the filing of
oppositions has been initiated. The registration of a trademark in Brazil usually takes more
than four years.
Note that class 35 encompasses “shopping centers management”. Class 36, on its
turn, encompasses “real estate management, leasing of real estate, renting of offices and real
estate agencies”.
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Under the Brazilian IP Act (Federal Law 9,279/1996), a trademark registration shall be
valid for a 10-year period, renewable for further 10-year successive periods, upon request
submitted to the PTO within the legal term.
As you are aware, São Marcos Empreendimentos Imobiliários Ltda. is a company
belonging to the Ancar Ivanhoe Group. This latter currently holds a 51% stake in Botafogo
Praia Shopping, through the investment fund Fundo de Investimento Imobiliário Ancar IC
(please refer to Chapter 1 of the Section). As far as we are informed, there is currently no
agreement between São Marcos Empreendimentos Imobiliários Ltda. and the co-owners of
Botafogo Praia Shopping concerning the use of the trademarks mentioned above.
2. Domain Names
According to the information available in the site of the Brazilian Internet Registry, São
Marcos Empreendimentos Imobiliários Ltda. owns five domain names regarding to Botafogo
Praia Shopping, as follows:
DOCS - 351174v1
Domain Name Registration Date
Botafogo-praia-shopping.com.br June 24, 2021.
Botafogopraia.com.br August 8 th , 2015
Botafogopraiashopping.com.br November 28, 2020
Botafogoshopping.com.br August 8 th , 2015
Shoppingbotafogo.com.br August 8 th , 2015
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CHAPTER 7 – LABOR ASPECTS
We examine in this chapter the labor aspects related to the workers (employees and
trainees) of BPS. Since Botafogo Praia Shopping does not have a building condominium, the
workers used in the shopping center, as we have been informed by Brookfield, are all hired by
BPS.
It is worth mentioning that in the scope of this work did not include examination of labor
routines adopted by BPS and the analysis of the BPS group payroll in order to check the
correctness of the payments and collection of taxes due (including social security and FGTS).
1. Workforce
1.1. Employees
Considering the payroll relating to July, 2011, BPS has 166 direct workers, being 163
employees and 3 trainees. There are: one administrative and financing manager, one
architecture coordinator, one cleaning manager, one audit coordinator, one security manager
and four security supervisors. In general terms, BPS direct workforce is divided among the
following areas:
Areas Number of Employees
Administrative/Financing 16
Architecture and the Environment 04 (and 02 trainees)
Audit 11
Customer Service 08
Electrical Maintenance/Automation 06
Fire Brigade 05
General Services/Cleaning 62
Human Resources 01 trainee
Maintenance and Operations 01
Marketing 04
Security 34
Building Supervisor 12
Total 166
The total payroll of BPS in July, 2011 amounted to R$231,706.31. On that same
month, other burdens, like social security and FGTS contributions, totalized to R$69,360.65.
The highest salary paid by BPS amounts to R$9,115.20 (administrative and financing
manager) and the lowest amounts to R$646.04 (auxiliary storage and cleaning), being
approximately R$1,421.50 the average salary considering all the employees.
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BPS did not provide copies of the CAGED (General Record of Employed and
Unemployed), but only information on the employees that were dismissed between August,
2008 and August, 2011. The charts below summarize the number of dismissals:
DOCS - 351174v1
Period/Year Dismissals
August, 2008 up to August, 2009 19
September, 2009 up to August, 2010 106
September, 2010 up to August, 2011 76
It is worth mentioning that according to RAIS 2010 (Annual Relation of Social
Information) there are 260 employees, which indicates that from July, 2010 up to July, 2011
almost 100 employees were dismissed.
Also, according to the documents provided, we could verify that 80 employees
resigned and 102 were dismissed during the period from September, 2009 to August, 2011.
No information on the reason for the high number of terminations was given.
It is important to note that the statute of limitation of 2 years for the potential filing of
labor claims is still in course.
BPS executes written contracts with their employees when they are hired, usually
beginning with a probation for a period of 45 days. That probation period can be once
extended up to 90 days. It is worth mentioning that Brazilian law establishes that after the end
of the probation period, the employment contract becomes automatically an undetermined
period of time contract.
In addition to the workforce mentioned above, BPS also uses the service of many
employees of outsourcing companies, which render services to BPS in different areas, such
as parking, security, etc. (for more information regarding this issue, please refer to item 8 of
this Chapter).
As Brookfield has informed us, all the employees are properly registered.
Brazilian law establishes that companies shall hire at least 5% of the total number of
employees in each facility as minor apprentices. According to the information available, BPS
does not comply with this rule. For that reason, BPS can be subject to penalties imposed by
the labor authorities. Recalcitrant non-compliance subjects the employer to civil public action
to be filed by the competent authorities.
As per article 93 of Law nº 8.213/91, companies with 100 or more employees shall
occupy from 2% to 5% of the vacancies with disabled people, in the following proportion: from
100 to 200 employees – 2%; from 201 to 500 – 3%; from 501 to 1000 – 4%; above 1000 – 5%.
Brookfield informed that BPS does not hire disabled people, for that reason BPS can be
subject to penalties imposed by the labor authorities. Recalcitrant non-compliance subjects the
employer to civil public action to be filed by the competent authorities.
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1.2. Working Hours
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BPS employees’ journey is variable, depending on each function.
The working hours are in general registered by the employees, except for two
employees who occupy positions of trust: the architecture coordinator and the financial
manager.
BPS informed that maintains a bank of hours, agreed with employees’ Union, in
accordance with Brazilian law (“bank of hours”), involving only the employees of the
administrative areas. Overtime is only paid to maintenance and operations employees.
It was not possible to verify, according to the information available in the data room, if
the mandatory daily break for lunch and meal is complied with (according to the applicable
legislation, the non-compliance subjects the employer to the payment of 50% of the normal
hourly remuneration), as well as if the overtime is considered for the calculation of 13 th salary,
vacation and indemnified prior notice.
1.3. Trainees
BPS provided the trainee’s agreements executed with educational entities, which are
in accordance with the applicable legislation.
There are three trainees working in BPS and their monthly remuneration is of
R$900.00. Transportation allowance is also granted.
Trainees are not considered as employees, not being, thus, entitled to receive the
usual employment burdens, such as vacation, 13 th salary, overtime, etc.
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1.4. Temporary Workers
The hiring of temporary workers is only allowed whenever necessary to support a
temporary need to substitute employer’s own regular and permanent employees, and/or to
support an extraordinary increase of employer’s service. Under Brazilian labor legislation,
temporary work contracts cannot exceed 90 days.
According to the information available in the data room, BPS hires temporary workers
from “Afamar Assessoria em Recursos Humanos Ltda.” and “Tratesg Trabalho Temporário
São Gonçalo Ltda.”. There are nine temporary workers in BPS, in the following functions:
Name Job Monthly Salary
Eliane Santos Magalhães General Services/Cleaning R$646.04
Gerson Santos da Silva Júnior General Services R$640.00
Cid Alves General Services R$640.00
Brian de Oliveira Severiano General Services R$640.00
Arthur Onório Neto General Services R$640.00
José Carlos Monteiro da Silva General Services R$640.00
Luiz Henrique Monteiro da Silva General Services R$640.00
Marcus Vinicius Augusto da Silva General Services R$640.00
Wladimir Silva Bizzo General Services R$640.00
According to the agreements provided by BPS, the duration of the temporary labor contracts
was established as the maximum of 90 days (in case of “Afamar Assessoria em Recursos
Humanos Ltda.”) or 3 months (in case of “Tratesg Trabalho Temporário São Gonçalo Ltda.”),
with the possibility of being extended for the same period, through an authorization of the
Labor Authorities, in accordance to article 10 of Law n° 6.019, of January 3, 1974.
1.5. Stability (employees entitled to tenure job)
According to the information provided in the data room, the employees indicated
bellow are entitled to temporary stability, which prevents the termination of their employment
contract without justified cause. They are members of the Internal Accident Prevention
Commission - “CIPA” (the stability covers the period from the registering as candidate up to
the twelfth month after the end of the mandate), as shown in the table below:
Name Job Month salary Stability up to
Priscila C. Kabarite Audit R$691.18 April 28, 2012
Jeovane C. Silva Security R$1,092.96 April 28, 2012
José A. Pereira Building Supervisor R$1,491.76 April 28, 2012
Ivan C. S. Silva Security R$950.40 April 28, 2013
Fábio E. Santos Security R$1,576.28 April 28, 2013
Rodrigo C. Aguiar Security R$1,092.96 April 28, 2013
Carlos A. Silva Maintenance R$646.04 April 28, 2013
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93

2. Benefits
BPS offers to their employees some benefits. In some cases, BPS deducts from the
employees’ salary part of the costs related to the benefits. In other cases, BPS grants the
benefits on its exclusive account.
Whenever a benefit is granted by virtue of a collective bargaining agreement, the
employer may, in principle, suppress or modify the benefit at the end of the term of such
agreement, provided that the obligation is not renewed in a new enforceable collective
bargaining agreement. On the other hand, if the benefit is granted by mere liberality of the
employer or by reason of law, the suppression or modification of the benefit may be
considered illegal if prejudicial to the employee, even if the benefit has an indemnification
nature, such as medical and dental assistance, life insurance, contribution to private pension
plans, etc.
2.1. Meals
BPS presented a copy of the receipt evidencing enrolment with the “Programa de
Alimentação do Trabalhador – PAT” (the official program to incentive the granting of meals by
the employers) dated as of July, 2000.
BPS should have renewed such enrollment in 2004, as determined by the
Administrative Rule nº 66/2003 (of “Secretaria de Segurança e Saúde do Trabalhador”).
Evidence of the renewal was not presented.
According to the applicable legislation, without the enrollment in PAT the meals
provided by the employer to the employees are qualified as “in natura” salary and as a
consequence the correspondent value is considered as part of the remuneration paid to the
employees.
BPS offers to its employees vouchers (tickets), but it was not possible to verify the
number of employees that receive such benefit nowadays.
It was also not possible to verify if the deduction made from the employees’ salaries
are within the limits established by the applicable legislation to meet the PAT’s requirements,
that is, up to 20% of the meals’ direct cost.
2.2 Medical Plan
BPS maintains an agreement with “Amil Assistência Médica Internacional S/A” for the
granting of medical assistance to the employees. No additional information was provided.
2.3. Dental assistance
BPS maintains an agreement with “Amil Assistência Médica Internacional S/A” for the
granting of dental assistance to the employees. No additional information was provided.
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94

It is worth mentioning that Brazilian law determines that medical and dental assistance
are not considered as part of the employees’ remuneration for any purpose.On the other hand,
the social security legislation establishes that such benefits shall not be considered as bases
for the calculation of the social security contributions, provided that the benefits are granted to
all employees – we were not able to verify if it is indeed granted to all employees according to
the information available in data room.
So, if those benefits are not granted to all employees, there is a risk that they can be
considered as part of the employees’ remuneration, for the purpose of the collection of the
social security contributions and FGTS (Law n° 8.03 0/90 and Decree n° 99.684/90).
2.4. “Participation on Results Program”
The Program available in data room expired in December, 2010 and no information
was furnished about its renewal.
The Program was established through an agreement executed between BPS and the
employees, with the intervention of one member indicated as the representative of the
employees’ union.
The Program, with the duration of one year, is directed to employees working for more
than six months in BPS and is based on the achievement of the goals therein proposed,
considering qualitative and quantitative criteria and also individual performance. In case such
goals are reached, the employees are entitled to receive an extra annual salary (exceptions
are: managers - up to 5 salaries; architect, accountant and sectors leaders - up to 2 salaries).
As per Law n° 10.101/2000 and applicable legislatio n, this benefit does not integrate
the employee’s remuneration for the purposes of the calculation of FGTS, social security,
vacation and any other labor related cost.
3. Unions and Related Matters
According to the applicable legislation, as a general rule, every company is
represented by a union, which is defined according to its main economic activity and the place
where it is located; the respective employees are represented by the employees’ union
corresponding to such activity.
BPS’s employees are represented by the Union of the Workers in “Casas de Diversão,
Empresas de Turismo e Empresas de Compra, Venda, Locação e Administração de Imóveis
do Município do Rio de Janeiro” (Entertainment Places, Tourism Companies and Real Estate
Companies of the City of Rio de Janeiro) and BPS is represented by the Union of “Empresas
de Compra, Venda, Locação e Administração de Imóveis e dos Condomínios Residenciais e
Comerciais de Todo o Estado do Rio de Janeiro” (Real State Companies and of Residential
and Commercial Condominius of the State of Rio de Janeiro).
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95

Collective bargaining agreements may be executed between an employers’ union and
an employees’ union (collective convention) or between an employees’ union and a specific
company (collective agreement). The purpose of collective bargaining agreements is to set
forth general rules which shall govern the labor relationship between a given category of
employers and employees.
The most relevant provisions of the collective convention executed by the Union of the
Workers in Entertainment Places, Tourism Companies and Real Estate Companies of the City
of Rio de Janeiro and the Union of the Real State Companies and of Residential and
Commercial Condominiums of the State of Rio de Janeiro on June 28, 2011, which will be in
force up to April 30, 2012, are the following:
DOCS - 351174v1
(i) date for negotiation: the professional category “base date” is May 1;
(ii) overtime payment: the exceeding hours shall be paid with an addition of 60%
over the ordinary working hours;
(iii) bonus for long-time services: after 5 years of work to the same company, the
employees shall receive a monthly bonus of 5% over their basic monthly
salaries; every 5 year period correspond to an increase of 5%, limited to 20%;
(iv) employment guarantee: (a) pregnant: 60 days after the legal period of tenure
job, which is 5 months after delivery; (b) military service: 30 days after returning
from military service leave; (c) medical leave: 30 days after the return from
medical leave if longer than 30 days and if the employee received the benefit
from the official social security entity (INSS);
(v) absence in death cases: authorized absence for three days in the case of
death of parents or husband/wife;
(vi) guarantee of social contribution payment: if an employee is dismissed without a
justified cause during the period of 12 months preceding the retirement, the
company shall pay the social contribution up to the retirement, provided that
such employee has worked for the company for more than 5 years;
(vii) prior notice: the prior notice for employees who are more than 50 years old and
have worked in the company for more than 2 years shall be of 60 days, instead
of 30 days, as provided by the applicable legislation;
(viii) holiday: the third Monday of October will be a holiday due to the celebration of
“Dia do Administrador de Imóveis”.
There are rules which apply specifically to professional category of the vigilants. The
most relevant provisions of the collective convention executed by the Union of the “Vigilantes,
Seguranças, Vigilantes de Transporte de Valores e Conexos do Município do Rio de Janeiro”
(Workers in Vigilants, Security, Values Transport Vigilants and Related of the City of Rio de
96

Janeiro”) and the Union of “Empresas de Segurança Privada, Vigilância Patrimonial, Sistemas
de Segurança, Escolta, Segurança Pessoal e Cursos de Formação no Estado do Rio de
Janeiro” (Private Security Companies, Property Surveillance, Security Systems, Escort,
Personal Safety and Training Courses of the State of Rio de Janeiro) on June 10, 2011, which
will be in force up to February 29, 2012, are the following:
DOCS - 351174v1
(i) date for negotiation: the professional category “base date” is March 1;
(ii) bonus for long-time services: after 3 years of work to the company, the
employees shall receive a bonus of 2% over their basic monthly salaries;
(iii) salary complementation guarantee in case of occurrence of a labor accident: in
case a labor accident occurs, the company shall complement the employee
salary, during six months, if the benefit received from the official social security
entity is lower than the salary on the month of the accident;
(iv) life insurance: the companies are obliged to grant group life insurance,
covering natural death and death occasioned by other causes (even if out of
the work). Depending on the situation, the value of the indemnification may
vary from 26 to 55 times the minimum wage;
(v) employment guarantee: 60 days after returning from medical leave longer than
15 days;
(vi) employment guarantee: provided the employee has worked for the company
for at least 24 months, the company shall guarantee the employment during
the period of 24 months preceding the retirement, except in the case of
dismissal with a justified cause.
4. Health and Safety
4.1. Activities Performed under Unhealthy and Hazardous Conditions
According to the pertinent legislation, employees may be entitled to receive monthly
risk premium for work under unhealthy or hazardous conditions, depending on the risk they
are exposed to, such as dust, noise, heat, inflammable or explosive materials or electricity.
The classification of the activities is provided in regulatory acts issued by departments of the
Labor Ministry.
The risk premium for unhealthy conditions is calculated as a percentage over the
minimum salary (the minimum salary is currently R$545.00 - approximately US$290.00),
varying according to the level of risk (10% for low risk, 20% for medium risk and 40% for high
risk).
The risk premium for work in hazardous conditions amounts to 30% of the basic
monthly salary received by the employee.
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As per “Technical Report of Unhealthy Conditions” provided in the data room, there
aren’t any employees entitled to the risk premium for work in unhealthy conditions.
On the other hand, “Technical Report of Hazardous Conditions” pointed that risk
premium for work in hazardous conditions shall be paid to some employees: (i) firemen, for
work with gas cylinders (GLP – liquefied petroleum gas); (ii) electricians and maintenance
leaders, for inspection and supply the level of diesel oil in the tanks; (iii) electricians and
maintenance leaders, for inspection and repair of the electric power system of high tension;
and (iv) storekeeper.
According to the payroll provided, BPS does not pay the risk premium to the
storekeeper and maintenance leaders.
For those that the additional is paid it was not possible to verify if the corresponding
amounts are correct.
4.2. Individual Protection Equipment (EPI) Supply and Control
According to the information furnished, BPS maintains control over the supply of the
individual protection equipment to employees.
4.3 Internal Accident Prevention Commission (“CIPA”)
CIPA’s objectives are basically the following: (i) identification of the risks involved in
work and the preparation of the map of risks; (ii) creation of preventive solutions for the
problems of labor security and health; and (iii) periodic inspections of the work environment
and conditions to identify situations of risk.
In view of the classification of activities approved by the labor authorities and the code
of activities adopted by BPS, BPS maintains the “CIPA”.
5. Reports on Safety and Health
5.1. Prevention of Environmental Risk Program
According to the applicable legislation, the Prevention of Environmental Risk Program
(“Programa de Prevenção de Riscos Ambientais - PPRA”) seeks the preservation of the
employee health and integrity through the early prevention, diagnosis and identification and
consequently the control of the existing or potential existing risks related to the work.
BPS presented the PPRA dated as of August 19, 2010, which was prepared in
accordance with the applicable legislation.
According to the results mentioned in the PPRA, some risks in the activities conducted
by BPS’ employees were identified, such as noise, cleaning products, dust, viruses, bacteria
DOCS - 351174v1
98

and fungi (arising from the garbage collection in the food court and bathrooms). A
recommendation was included in the PPRA in the sense that the employees must use EPI and
BPS must adopt some proceedings in order to avoid the effects of those risks in employee’s
healthy.
DOCS - 351174v1
It was not possible to verify if BPS is complying with such recommendation.
5.2. Periodic Exams – PCMSO
According to the applicable legislation, the companies are obliged to perform the so
called Program of Medical Control of Occupational Health (“Programa de Controle Médico de
Saúde Ocupacional – PCMSO”), which main purpose is the implementation of evaluation,
preservation and follow-up health programs for the company’s employees, since their
admission until their dismissal, focusing on their physical and mental welfare.
BPS did not present the PCMSO. The lack of the PCMSO subjects the employer to
fine penalties imposed by the labor authorities.
On the other hand, BPS informed that in January 7, 2010 hired one technician on labor
security.
6. Labor Audits
BPS did not present the full copy of the Labor Inspection Book (“Livro de Inspeção do
Trabalho”). On the other hand, BPS informed that has never been subjected to any labor
audit.
According to the information available in the data room, in February 25, 2011 BPS
received a notification requesting the presentation of some documents. Such request was not
accomplished and consequently an infraction notice was issued by the labor authorities. No
additional information was furnished.
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7. FGTS (mandatory fund for unemployment benefit)
BPS presented a Certificate issued by Caixa Econômica Federal attesting that there
are no pending amounts due with regard to FGTS (covering the period up to July 20, 2011).
8. Outsourcing
Some rendering services agreements, regarding for example to security, technical
support of electrical and hydraulic lifts and gardening were executed by BPS and are
summarized in Chapter 5 of Section II of this Report.
The dominant precedents of the Labor Courts, reflected in Interpretation 331 from the
Superior Labor Court (“Enunciado” 331), establish that the client company shall be responsible
for labor obligations that are not met by the supplying company in an outsourcing relationship,
on the grounds of a subsidiary responsibility.
Social security legislation also provides for the joint responsibility of the client company
and the outsourced company for the payment of the social security contributions relating to the
employees of the supplying company. However, for some activities such as cleaning, security,
etc., the social security legislation in effect determines that the client company should withhold
a percentage equal to 11% of the respective invoices for the payment of the contributions due
by the supplying company and collect the corresponding amount.
BPS informed that “Elevadores Otis Ltda.”, “Hércules Vigilância e Segurança Ltda.”,
“Rolcan Brasil Estacionamentos Ltda.” and “Sítio Carvalho Plantas Ltda.”, accomplish the
obligation to present evidence of the payment of the social security contributions and FGTS in
relation to their employees allocated to BPS.
9. Labor Litigation
As per the external law firms “Carriço, Corrêa & Mascarenhas” and “Liane Gasse
Galvão Advogada” reports, which render services to BPS, and also according to a report
without identification, there are 26 labor lawsuits filed against the following corporate names:
“BPS SHOPPING CENTER LTDA.”, “Botafogo Praia Shopping”, “BSP SHOPPING CENTER
LTDA.” AND “CONDOMÍNIO DE BOTAFOGO PRAIA SHOPPING”, AS SUMMARIZED BELOW.
1.
DOCS - 351174v1
Copies of the documents pertaining to the lawsuits were not provided.
Lawsuit nº 0161600-10.2005.5.01.0064
Plaintiff Genival Correia Rodrigues
Defendant Botafogo Praia Shopping; LLA Trânsito Ltda.; Ligia de
Fatima Barbosa Tinoco; Luiz Alexandre Ferreira Rangel
Court 64 th Labor Court of Rio de Janeiro
Object Subsidiary liability of BPS; severance pay funds; holidays
payment; additional allowance for night work; differences in
100

2.
3.
4.
DOCS - 351174v1
paid weekly rest; fine of the article 477 of CLT; FGTS plus
the fine of 40%; unemployment insurance forms
Status Plaintiff was notified about the execution in November 07,
2011
Value involved R$13,300.00
Chances of success Remote
Lawsuit nº 0099700-47.2009.5.01.0044
Plaintiff Flávio Alves Veloso
Defendant Botafogo Praia Shopping; Proban Segurança e Proteção
Bancária Ltda.
Court 44 th Labor Court of Rio de Janeiro
Object Subsidiary or joint responsibility of BPS; salaries withheld;
severance pay funds; overtime payment and labor
accessory amounts; additional allowance for night work;
fine of the article 477 of CLT; FGTS plus the fine of 40%;
indemnification for moral damage; transportation allowance;
cancellation of the prior notice; integration of values related
to the meal ticket; attorney's fees
Status Hearing scheduled to February 01, 2012
Value involved R$22,000.00
Chances of failure Remote
Lawsuit nº 0141300-31.2009.5.01.0082
Plaintiff Márcia Maria da Silva Jesus
Defendant BPS Shopping Center Ltda.; Verzani e Sandrini Ltda.
Court 82 nd Labor Court of Rio de Janeiro
Object Subsidiary liability of BPS; overtime payment and labor
accessory amounts; additional allowance for night work;
severance pay funds and prior notice; refund of discounts;
indemnification for moral damage; fine of the article 477 of
CLT; attorney's fees
Status Final decision not subjected to appeal in August 5, 2011
Value involved R$20,000.00
Chances of success Remote
Lawsuit nº 0000021-74.2010.5.01.0065
Plaintiff Maria Hélia Batista da Silva
Defendant BPS Shopping Center Ltda.; Verzani e Sandrini Ltda.
Court 65 th Labor Court of Rio de Janeiro
Object Employment relationship recognition; fine of the article 477
of CLT; overtime payment and labor accessory amounts;
attorney's fees
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5.
6.
7.
Status Hearing scheduled to January 26, 2012
Value involved R$20,403.00
Chances of success Probable
Lawsuit nº 0000023-21.2010.5.01.0008
Plaintiff Tania Regina da Costa
Defendant Botafogo Praia Shopping; Verzani e Sandrini Ltda.
Court 8 th Labor Court of Rio de Janeiro
Object Subsidiary liability of BPS; overtime payment and labor
accessory amounts; fines of the articles 467 and 477 of
CLT
Status Parties reached to an agreement, ratified by the Judge in
September 29, 2011
Value involved R$20,535.27
Chances of success Remote
Lawsuit nº 0000031-75.2010.5.01.0047
Appellant José da Silva
Appellee Botafogo Praia Shopping; Versani e Sandrini Ltda.
Court 47 th Labor Court of Rio de Janeiro
Object Subsidiary liability of BPS; overtime payment and labor
accessory amounts; fine of the article 477 of CLT; FGTS’
differences plus the fine of 40%; attorney's fees
Status Plaintiff’s appeal denied in November 08, 2011
Value involved R$1,000.00
Chances of success Possible
Lawsuit nº 0000251-19.2010.5.01.0065
Plaintiff Marcelo Ferreira Rivelli
Defendant BSP Shopping Center Ltda.; Verzani e Sandrini Segurança
Patrimonial Ltda.; Condomínio Geral Norteshopping
Court 65 th Labor Court of Rio de Janeiro
Object Subsidiary liability of BPS; function rectification; indirect
request for termination; FGTS plus the fine of 40%;
payments and severance pay funds; overtime payment and
labor accessory amounts; indemnification for moral
damage; fines of the articles 467 and 477 of CLT
Status Court decision in October 10, 2011
Value involved R$30,000.00
Chances of success Remote
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102

8.
9.
Lawsuit nº 0000252-63.2010.5.01.0013
Appellant Marcus Vinícius da Silva
Appellee Botafogo Praia Shopping; Verzani e Sandrini Segurança
Patrimonial Ltda.; Condomínio Geral Norteshopping; BR
Malls Participações S.A.
Court 13 th Labor Court of Rio de Janeiro
Object Subsidiary liability of BPS; function rectification; indirect
request for termination; overtime payment and labor
accessory amounts; additional allowance for night work;
payments and severance pay funds; FGTS payment form
and unemployment compensation or replacement
indemnification; risk premium for work in hazardous
conditions; indemnification for moral damage; fines of the
articles 467 and 477 of CLT; attorney's fees
Status Plaintiff appeal presented in August 8, 2011
Value involved R$10,000.00
Chances of success Possible
Lawsuit nº 0000397-62.2010.5.01.0032
Plaintiff João do Amaral Andrade
Defendant Botafogo Praia Shopping; RJS Revestimentos SS Ltda.
Court 32 nd Labor Court of Rio de Janeiro
Object Subsidiary liability of BPS; salaries withheld; severance pay
funds; overtime payment and labor accessory amounts;
fines of the articles 467 and 477 of CLT; FGTS plus the fine
of 40%; indemnification for moral damage; FGTS and
unemployment insurance forms; registry of the contract;
attorney's fees
Status Final decision not subjected to appeal in September 16,
2011
Value involved R$21,000.00
Chances of success Probable
10.
Lawsuit nº 0000604-07.2010.5.01.0050
Plaintiff Jorge Luiz de Carvalho
Defendant Condomínio de Botafogo Praias Shopping; Verzani e
Sandrini Parking Estacionamento Ltda.
Court 50 th Labor Court of Rio de Janeiro
Object Subsidiary liability of BPS; overtime payment and labor
accessory amounts; payments and severance pay funds;
FGTS and unemployment insurance forms; transportation
allowance; indemnification for moral damage; fines of the
articles 467 and 477 of CLT; attorney's fees
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103

Status Claim deemed groundless on October 10, 2011
Value involved R$21,000.00
Chances of success Possible
11.
Lawsuit nº 0000127-17.2010.5.01.0039
Plaintiff Leandro de Mello Almeida
Defendant BPS Shopping Center Ltda.; Condomínio Geral
Norteshopping; Verzani e Sandrini Segurança Patrimonial
Ltda.
Court 39 th Labor Court of Rio de Janeiro
Object Subsidiary liability of BPS; rectification of function; indirect
request for termination; overtime payment and labor
accessory amounts; additional allowance for night work;
payments and severance pay funds; FGTS payment form
and unemployment compensation or replacement
indemnification; risk premium for work in hazardous
conditions; compensatory damages relating to food aid;
indemnification for moral damage; fines of the articles 467
and 477 of CLT; attorney's fees
Status Calculation ratified in August 30, 2011
Value involved R$19,554.85
Chances of success Probable
12.
Lawsuit nº 0000386-77.2010.5.01.0082
Plaintiff Joyce Cardoso Lima
Defendant BPS Shopping Center Ltda.
Court 82 nd Labor Court of Rio de Janeiro
Object Salaries withheld, severance pay funds; overtime payment
and labor accessory amounts; registry of the contract; fines
of the articles 467 and 477 of CLT; FGTS plus the fine of
40%; severance pay funds; attorney's fees
Status Claim deemed groundless on May 24, 2011.
Value involved R$22,000.00
Chances of success Probable
13.
Lawsuit nº 0073500-28.2008.5.01.0047
Plaintiff Elaine do Sacramento Claudio
Defendant BPS Shopping Center Ltda.; Verzani e Sandrine Ltda.
Court 47 th Labor Court of Rio de Janeiro
Object Employment relationship recognition; companies joint
responsibility; reintegration to work and payment of salaries
due and coming due or indemnification; severance pay
funds; indemnification for moral damage; integration of
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104

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meal ticket; overtime payment and labor accessory
amounts; “in natura” salary
Status Plaintiff’s calculation of condemnation presented in
14.09.2011
Value involved R$905.00
Chances of success Remote
14.
Lawsuit nº 0000092-23.2010.5.01.0018
Plaintiff Claudinei Alves dos Santos
Defendant BPS Shopping Center Ltda.; Condomínio Geral
Norteshopping; Verzani e Sandrini Segurança Patrimonial
Ltda.
Court 18 th Labor Court of Rio de Janeiro
Object Subsidiary liability of BPS; rectification of function; indirect
request for termination; overtime payment and labor
accessory amounts; additional allowance for night work;
payments and severance pay funds; FGTS payment form
and unemployment compensation or replacement
indemnification; risk premium for work in hazardous
conditions; indemnification for moral damage; fines of the
articles 467 and 477 of CLT; attorney's fees
Status Awaiting decision
Value involved R$30,000.00
Chances of success Possible
15.
Lawsuit nº 0052900-83.2006.5.01.0005
Plaintiff Robson Nunes Loureiro
Defendant BPS Shopping Center Ltda.
Court 5 th Labor Court of Rio de Janeiro
Object Overtime payment and labor accessory amounts; additional
allowance for night work; refund of discounts; 14 th salary;
indemnification for moral damage; fine of the article 467 of
CLT
Status Awaiting decision
Value involved R$1,134.53
Chances of success Remote
16.
Lawsuit nº 0022700-72.2008.5.01.0054
Appellant José Cassiano da Silva
Appellee BPS Shopping Center Ltda.; Condomínio Solar da Vila; Asa
Serviços de Limpeza Ltda. (massa falida); Max Mix
Comercial Ltda.; Car Rental Systems do Brasil Locação de
Veículos Ltda.; Vivo S.A.; Atento Brasil S.A.; União de
105

DOCS - 351174v1
Bancos Brasileiros S.A. (UNIBANCO)
Court 54 th Labor Court of Rio de Janeiro
Object Subsidiary liability of BPS; payments and severance pay
funds; FGTS; unemployment insurance form or replacement
indemnification; indemnification for moral damage; fines of
the articles 467 and 477 of CLT; attorney's fees
Status Awaiting decision in second level
Value involved R$1,000.00
Chances of success Possible
17.
Lawsuit nº 0141200-86.2009.5.01.0014
Appellant José Roberto Dias
Appellee BPS Shopping Center Ltda.; Plaza Shopping; Alcastle
Imobiliária Ltda.; Proban Segurança e Proteção Bancária
Ltda.; Ilha Plaza Shopping; Edifício Bokel
Court 14 th Labor Court of Rio de Janeiro
Object Subsidiary liability of BPS; the fines fixed up in the articles
467 and 477 of CLT; FGTS plus the fine of 40%; salary
balance; salary withheld; severance pay funds; attorney's
fees
Status Plaintiff’s and Alcastle Imobiliária Ltda.’s appeals denied in
September 23, 2011
Value involved R$21,231.00
Chances of success Possible
18.
Lawsuit nº 0000693-62.2011.5.01.0028
Plaintiff Vitor Ribeiro de Souza
Defendant BPS Shopping Center Ltda.
Court 28 th Labor Court of Rio de Janeiro
Object Conversion of the justified cause of dismissal in unjustified
cause of dismissal; severance pay funds; indemnification
for moral damage; fines of the articles 467 and 477 of CLT;
attorney's fees
Status Plaintiff’s calculation of condemnation presented in
07.10.2011
Value involved R$24,000.00
Chances of success Remote
19.
Lawsuit nº 0001329-83.2010.5.01.0021
Plaintiff Fabiano José de Paula Rocha
Defendant Botafogo Praia Shopping
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Court 21 st Labor Court of Rio de Janeiro
Object Subsidiary liability of Botafogo Praia Shopping; overtime
payment and labor accessory amounts; indemnification for
moral damage; fines of the articles 467 and 477 of CLT
Status Hearing scheduled to December 15, 2011
Value involved R$35,000.00
Chances of success Possible
20.
Lawsuit nº 0000974-70.2011.5.01.0043
Plaintiff Patrícia dos Santos Ubaldo
Defendant BPS Shopping Center Ltda.
Court 43 rd Labor Court of Rio de Janeiro
Object Health plan restoration; indemnification for moral damage;
reimbursement for medical expenses
Status Parties reached to an agreement, ratified by the Judge in
September 20, 2011
Value involved R$6,120.00
Chances of success Probable
21.
Lawsuit nº 0131800-81.2006.5.01.0037
Plaintiff Kelson Fernando Vicente
Defendant BPS Shopping Center Ltda.; Asa Serviços de Limpeza Ltda.
Court 37 th Labor Court of the State of Rio de Janeiro
Object Subsidiary liability of BPS Shopping Center Ltda.; overtime
payment and labor accessory amounts; additional
allowance for night work; attorney's fees
Status BPS excluded from the action in August 10, 2007
Value involved R$15,000.00
Chances of success Possible
22.
Lawsuit nº 0143200-55.2005.5.01.0481
Appellant Heleno Lucio Moraes Vieira
Appellee Zenit Realty S/A (São Marcos Agropecuária Ltda.)
Court 1 st Labor Court of Macaé
Object
Status Defendant´s appeal
Value involved
Chances of success
23.
Lawsuit nº 0000595-65.2010.5.01.0011
Plaintiff Selmi Souza Pautusco
DOCS - 351174v1
107

Defendant BPS Shopping Center Ltda.; Verzani e Sandrini Ltda.
Court 59 th Labor Court of the State of Rio de Janeiro
Object
Status BPS excluded from the action in June 10, 2011
Value involved
Chances of success
24.
Lawsuit nº 0000676-98.2010.5.01.0080
Plaintiff Cláudio Eduardo Barbosa Ferreira
Defendant BPS Shopping Center Ltda.
Court 80 th Labor Court of the State of Rio de Janeiro
Object
Status Filed in July 28, 2011
Value involved
Chances of success
25.
Lawsuit nº 0000008-17.2010.5.01.0052
Plaintiff Reginaldo Felismino de Souza Gomes
Defendant BPS Shopping Center Ltda.; Verzani e Sandrini Ltda.
Court 52 nd Labor Court of the State of Rio de Janeiro
Object
Status Filed in August 23, 2011
Value involved
Chances of success
26.
Lawsuit nº 0173000-05.2005.5.01.0037
Plaintiff Paulo Davidson Gomes
Defendant BPS Shopping Center Ltda.
Court 37 th Labor Court of the State of Rio de Janeiro
Object
Status Filed in June 6, 2011
Value involved
Chances of success
As per Certificates of Labor Claims of the State of Rio de Janeiro, there are: (i) 17
labor lawsuits filed against “BPS SHOPPING CENTER LTDA.”, OF WHICH 03 ARE ALREADY
CLOSED; (ii) 09 labor lawsuits filed against the corporate name “Botafogo Praia SHOPPING”
AND (II) 01 LAWSUIT FILED AGAINST THE corporate name “Shopping Botafogo”.
It is important to note that the Certificates do not mention the objects and the values of
the lawsuits and that 13 of them lawsuits were not mentioned in the reports available, as
follows:
DOCS - 351174v1
108

27.
Lawsuit nº 0000854-94.2011.5.01.0053
Plaintiff Amanda dos Santos Portella Miguel
Defendant BPS Shopping Center Ltda.
Court 53 rd Labor Court of Rio de Janeiro
28.
Lawsuit nº 0001479-67.2010.5.01.0020
Plaintiff Luciano Ribeiro Machado
Defendant BPS Shopping Center Ltda.
Court 20 th Labor Court of Rio de Janeiro
29.
Lawsuit nº 0000597-31.2011.5.01.0001
Plaintiff Márcio André Oliveira da Silva
Defendant BPS Shopping Center Ltda.
Court 1 st Labor Court of Rio de Janeiro
30.
Lawsuit nº 0079300-85.2009.5.01.0052
Plaintiff Roberto Woyames do Nascimento
Defendant BPS Shopping Center Ltda.; Brookfield Brasil Shopping
Centers Ltda.; Ancar Ivanhoé Shopping Centers
Court 52 nd Labor Court of Rio de Janeiro
31.
Lawsuit nº 0001379-09.2010.5.01.0022
Plaintiff Cintia Cristina Santos de Moura
Defendant BPS Shopping Center Ltda.
Court 22 nd Labor Court of Rio de Janeiro
32.
Lawsuit nº 0000840-12.2011.5.01.0021
Plaintiff Marcos Figueiredo da Silva
Defendant BPS Shopping Center Ltda.
Court 21 st Labor Court of Rio de Janeiro
33.
Lawsuit nº 0053200-49.2005.5.01.0015
Plaintiff Creuton Galvão da Silva
Defendant Botafogo Praia Shopping
Court 15 th Labor Court of Rio de Janeiro
34.
DOCS - 351174v1
109

Lawsuit nº 0001066-87.2010.5.01.0009
Plaintiff Paulo Sérgio de Jesus Bezerra
Defendant Botafogo Praia Shopping
Court 9 th Labor Court of Rio de Janeiro
35.
Lawsuit nº 0001285-73.2010.5.01.0018
Plaintiff Solange Francisco
Defendant Botafogo Praia Shopping
Court 18 th Labor Court of Rio de Janeiro
36.
Lawsuit nº 0000775-33.2011.5.01.0048
Plaintiff Celso Américo da Silva
Defendant Botafogo Praia Shopping
Court 48 th Labor Court of Rio de Janeiro
37.
Lawsuit nº 0000789-18.2011.5.01.0080
Plaintiff José Ailton Pires Nogueira
Defendant Botafogo Praia Shopping
Court 80 th Labor Court of Rio de Janeiro
38.
Lawsuit nº 0001492-61.2010.5.01.0054
Plaintiff Priscila Aparecida Silva
Defendant Botafogo Praia Shopping
Court 20 th Labor Court of Rio de Janeiro
39.
Lawsuit nº 0000817-86.2011.5.01.0079
Plaintiff Anderson Jesus de Oliveira
Defendant Shopping Botafogo
Court 79 th Labor Court of Rio de Janeiro
DOCS - 351174v1
Copies of the documents pertaining to the lawsuits were not provided.
It is worth mentioning, finally, that the value involved indicated in the reports does not
represent the real liability, but is only an estimative pointed by the plaintiffs when filing the
claim.
110

DOCS - 351174v1
CHAPTER 8 – CIVIL LITIGATION
In this chapter we summarize the lawsuits involving Botafogo Praia Shopping based on
the information made available in the reports prepared by external attorneys hired by the coowners
to represent them.
According to the information provided in the Data Room, there are 83 lawsuits related
to Botafogo Praia Shopping that can be described as follows: (i) 26 evictions; (ii) 23
executions of lease debts; (iii) 13 lease renewals; (iv) 2 declaratory lawsuits for lease renewal;
(v) 18 indemnifications; and (vi) 1 possession lawsuit. The claims reported are not different, in
their essence, from the litigation matters generally verified in most shopping centers in Brazil.
Below we present a summary of each one of the lawsuits referred to in the reports
made available in the data room. The chances of success related to those lawsuits correspond
to an estimate provided by the counsel responsible for the case. In addition, please note that
the values informed below correspond to the amount indicated in the lawsuit by the Plaintiff for
tax purposes and, therefore, they do not necessarily correspond to the real economic benefit
or liability involved.
We have also examined the reports prepared by the external attorneys of Brookfield
made available in the data room and verified that the civil lawsuits against Brookfield referred
to therein do not represent relevant matters or values to be mentioned, excepting from one
proceeding summarized in the end of this Chapter.
1. Eviction
1.
Lawsuit no. 2001.001.129644-7
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Ltda.
Defendant Elizabeth Jorge Silva and Others
Commercial room 228
Court 2 nd Civil Court of Rio de Janeiro
Nature Eviction coupled with collection of rental debt.
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The summon of one of the Defendants is pending. As the
commercial room is already vacated the pending request is
related to the collection of the rental debt.
Value involved R$ 191,622.50 (on November, 8, 2001)
Chances of
success
Probable
111

2.
Lawsuit no. 2003.001.090320-8
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Defendant Musicland Comércio de Artigos Musicais e Presentes Ltda.
Commercial room 301
Court 10 th Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The eviction was successfully accomplished and the execution of
the attorney fees is in course.
Value involved R$ 92,870.16 (on February 3, 2004)
Chances of
success
3.
DOCS - 351174v1
Probable
Lawsuit no. 2003.001.043114-1
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO
Defendant Prim & Proper Comercial Ltda. and Other
Commercial room 330
Court 13 rd Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The eviction was successfully accomplished and the execution of
the attorney fees and of the judicial expenses is in course.
Value involved R$ 648,512.33 (on April 8, 2003)
Chances of
success
4.
Probable
Lawsuit no. 2005.001.114064-0
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Defendant Sandra Maria Dietrich Paes Leme (Chucrute & Cia)
Commercial room 801
Court 25 th Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The eviction was successfully accomplished and the execution of
the attorney fees and of the judicial expenses is in course.
Value involved R$ 62,556.12 (on May 19, 2005)
112

Chances of
success
5.
DOCS - 351174v1
Probable
Lawsuit no. 2002.001.006789-1
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Ltda.
Defendant Alexandre Dias da Rocha and Other
Commercial room 346
Court 28 th Civil Court of Rio de Janeiro
Nature Eviction coupled with collection of rental debt.
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The eviction was successfully accomplished and the judicial seizure
(penhora judicial) of assets of the Defendant is pending.
Value involved R$ 79,228.58 (on January 10, 2002)
Chances of
success
6.
Probable
Lawsuit no. 2009.001.278276-9
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Brascan
Shopping Centers Ltda.
Defendant Luciene Ramalhães de Almeida
Commercial room Not informed
Court 31 st Civil Court of Rio de Janeiro
Nature Eviction
Object Eviction of the Defendant in consequence of the termination of the
lease agreement.
Status The Defendant’s summon is pending.
Value involved R$ 43,101.84 (on October 08, 2009)
Chances of
success
7.
Probable
Lawsuit no. 2007.001.009204-6
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Ltda.
Defendant M5 Indústria e Comércio Ltda.
Commercial room 215, 216 and 217
Court 31 st Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the
Defendant due to breach of contract.
Status The eviction was successfully accomplished and the execution of
113

DOCS - 351174v1
the attorney fees and of the judicial expenses is in course.
Value involved R$ 32,134.68 (on January 24, 2002)
Chances of
success
8.
Probable
Lawsuit no. 2001.001.094616-1
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Imobiliários Ltda.
Defendant Alcir Machado Eiras and Other
Commercial room 236
Court 33 rd Civil Court of Rio de Janeiro
Nature Eviction coupled with collection of rental debt.
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The eviction was successfully accomplished and the parties
signed an agreement concerning the rental debt. However, the
Defendant did not accomplish the terms of the agreement and
therefore the Plaintiffs requested the judicial seizure (penhora
judicial) of assets of the Defendant.
Value involved R$ 168,346.34 (on August 17, 2001)
Chances of
success
9.
Probable
Lawsuit no. 2002.001.022705-5
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Imobiliários Ltda.
Defendant Conceição Tussini do Cariri and Others
Commercial room 334
Court 34 th Civil Court of Rio de Janeiro
Nature Eviction coupled with collection of rental debt.
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The eviction was successfully accomplished and the judicial seizure
(penhora judicial) of assets of the Defendant is pending.
Value involved R$ 234,600.83 (on March 1, 2002)
Chances of
success
10.
Probable
Lawsuit no. 2007.001.007379-9
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Ltda.
Defendant Marcellus Cunha Ribeiro Comércio Ltda
114

Commercial room 143
Court 34 th Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The eviction was successfully accomplished and the execution of
the attorney fees and of the judicial expenses is in course.
Value involved R$ 67,124.12 (on January 22, 2007)
Chances of
success
11.
DOCS - 351174v1
Probable
Lawsuit no. 2008.001.063358-8
Plaintiff São Marcos Empreendimentos Imobiliários and Plaza Shopping
Trust SPCO Ltda.
Defendant Versatille Comércio de Bijouterias Ltda and Other
Commercial room 316
Court 35 th Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The eviction was successfully accomplished and the execution of
the attorney fees and of the judicial expenses is in course.
Value involved R$ 35,994.84 (on March 18, 2008)
Chances of
success
12.
Probable
Lawsuit no. 2004.001.150988-7
Plaintiff São Marcos Emprendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Ltda.
Defendant Photomaton Equipamentos Fotográficos Ltda.
Commercial room Q-12
Court 37 th Civil Court of Rio de Janeiro
Nature Eviction
Object Eviction of the Defendant in consequence of the termination of the
lease agreement.
Status The eviction was successfully accomplished and the execution of
the attorney fees and of the judicial expenses is in course.
Value involved R$ 12,111.98 (on December 17, 2004)
Chances of
success
Probable
115

13.
Lawsuit no. 2007.001.264706-6
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Ltda.
Defendant Flávio Leal Martins and Other
Commercial room 104
Court 39 th Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The parties celebrated an agreement and the store has already
been vacated. The lawsuit is finished.
Value involved R$ 39,267.12 (on December 18, 2007)
Chances of
success
14.
DOCS - 351174v1
Probable
Lawsuit no. 2007.001.201813-5
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Ltda.
Defendant ImportCell Comércio e Serviços Ltda.
Commercial room 307
Court 40 th Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The eviction was successfully accomplished and the execution of
the attorney fees and of the judicial expenses is in course.
Value involved R$ 66,982.08 (on November 21, 2007)
Chances of
success
15.
Probable
Lawsuit no. 2009.001.278288-5
Plaintiff Fundo de Investimento Imobiliário Ancar IC and Brascan Shopping
Centers Ltda.
Defendant Catia Maria Trindade Almeida
Commercial room Not informed
Court 41 th Civil Court of Rio de Janeiro
Nature Eviction
Object Eviction of the Defendant in consequence of the termination of the
lease agreement.
Status The eviction was successfully accomplished and the execution of
the attorney fees and of the judicial expenses is in course.
Value involved R$ 43,443.00 (on October 08, 2009)
116

Chances of
success
16.
DOCS - 351174v1
Probable.
Lawsuit no. 2009.001.093246-6
Plaintiff Fundo de Investimento Imobiliário Ancar IC and Plaza Shopping
Empreendimentos Ltda.
Defendant Maria Ana Bebê Gestante Ltda.
Commercial room 206
Court 43 rd Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The eviction was successfully accomplished.
Value involved R$ 68,128.56 (on April 15, 2009)
Chances of
success
17.
Probable
Lawsuit no. 2003.001.137705-1
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Defendant TSR Acessórios de Moda Ltda and Others
Commercial room Q 21
Court 44 th Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The eviction was successfully accomplished and the execution of
the attorney fees and of the judicial expenses is in course.
Value involved R$ 124,903.88 (on November 12, 2003)
Chances of
success
18.
Probable
Lawsuit no. 2001.001.093424-9
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Ltda.
Defendant Marcelo Reis Teixeira and Others
Commercial room 120/121
Court 44 th Civil Court of Rio de Janeiro
Nature Eviction coupled with collection of rental debt.
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The eviction was successfully accomplished and the judicial seizure
117

DOCS - 351174v1
(penhora judicial) of assets of the Defendant is pending.
Value involved R$ 207,348.13 (on August 8, 2001)
Chances of
success
19.
Probable
Lawsuit no. 2001.001.147711-9
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Ltda.
Defendant Érica Zanatta and Other
Commercial room 220
Court 22 nd Civil Court of Rio de Janeiro
Nature Eviction coupled with collection of rental debt.
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The eviction was successfully accomplished and the judicial seizure
(penhora judicial) of assets of the Defendant is pending.
Value involved R$ 176,303.99 (on December 12, 2001)
Chances of
success
20.
Probable
Lawsuit no. 2001.001.147711-9
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Ltda.
Defendant Toca do Pé Ltda. and Other
Commercial room 254
Court 41 st Civil Court of Rio de Janeiro
Nature Eviction coupled with collection of rental debt.
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The eviction was successfully accomplished and the judicial seizure
(penhora judicial) of assets of the Defendant is pending.
Value involved R$ 219,161.55 (on August 8, 2001)
Chances of
success
21.
Probable
Lawsuit no. 2009.001.291860-6
Plaintiff Fundo de Investimento Imobiliário Ancar IC (São Marcos’s
successor) and Brascan Shopping Centers Ltda.
Defendant Eugenio da Silva Carmo Neto and Andrea Freire Szczupak (B-52)
Court 9 th Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
118

DOCS - 351174v1
in consequence of rent’s lack of payment.
Status The Plaintiff and the Defendant settled an agreement in order to
terminate the lawsuit. However, the Defendant disobeyed the terms
of the agreement not paying an installment due to the Plaintiffs.
Value involved R$ 120,713.76 (on October 19, 2009)
Chances of
success
22.
Not informed
Lawsuit no. 0089819-91.2010.8.19.0001
Plaintiff Fundo de Investimento Imobiliário Ancar IC (São Marcos’s
successor)
Defendant Casablanca Hair Style Boutique e Serviços de Estética Ltda.
Court 1 th Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of the termination of the lease agreement.
Status The Defendant has voluntarily vacated the commercial room.
Value involved R$ 114,845.76 (on March 3, 2010)
Chances of
success
23.
Not informed
Lawsuit no. 0081568-84.2010.8.19.0001
Plaintiff Fundo de Investimento Imobiliário Ancar IC (São Marcos’s
successor) and Brascan Shopping Centers Ltda.
Defendant Filipe José Fulco do Rego Barros (Raffa’s)
Court 39 th Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The Plaintiff and the Defendant settled an agreement terminating
the lawsuit. However, the Defendant disobeyed the terms of the
agreement not paying and installment due to the Plaintiffs.
Accordingly, the Plaintiffs filed a petition requesting the immediate
eviction of the Defendant, which is pending decision.
Value involved R$ 82,560.00 (on March 9, 2009)
Chances of
success
24.
Not informed
Lawsuit no. 0190992-61.2010.8.19.0001
Plaintiff Fundo de Investimento Imobiliário Ancar IC (São Marcos’s
successor) and Brookfield Brasil Shopping Centers Ltda.
Defendant Vanilla Confecções Ltda. (XSite)
119

Court 39 th Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The Defendant filed a petition informing that the company is in a
judicial recuperation proceeding, which means that all its debts will
be rescheduled.
Value involved R$ 95,292.00 (on June 8, 2010)
Chances of
success
25.
DOCS - 351174v1
Not informed
Lawsuit no. 0045958-21.2011.8.19.0001
Plaintiff Fundo de Investimento Imobiliário Ancar IC (São Marcos’s
successor) and Brookfield Brasil Shopping Centers Ltda.
Defendant Nobrega Rocha e Faria Alimentos Ltda. (Sorvete Itália)
Court 17 th Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of rent’s lack of payment.
Status The Defendant’s response is pending.
Value involved R$ 120,000.00 (on February 2, 2011)
Chances of
success
26.
Not informed
Lawsuit no. 0122959-82.2011.8.19.0001
Plaintiff Fundo de Investimento Imobiliário Ancar IC (São Marcos’s
successor) and Brookfield Brasil Shopping Centers Ltda.
Defendant JVAM 2006 Nutrição e Artigos Esportivos Ltda. (Omnia Vita)
Court 52 nd Civil Court of Rio de Janeiro
Nature Eviction
Object Termination of the lease agreement and the eviction of the Defendant
in consequence of the termination of the lease agreement.
Status The fulfillment of the eviction is pending.
Value involved R$ 24,000.00 (on April 27, 2011)
Chances of
success
2. Execution
1.
Not informed
Lawsuit no. 2008.001.068411-0
Plaintiff São Marcos Empreendimentos Imobiliários Ltdda. and Plaza
Shopping Trust SPCO Ltda.
120

Defendant Tânia Maria Coscarelli Maio and Other
Commercial room 243
Court 4 th Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The Plaintiff executed an agreement with the guarantor and the
lawsuit continues only against the Tenant, involving the execution
of the amount of R$ 69,896.68. The Defendant’s summon is
pending.
Value involved R$ 94,346.83 (on March 25, 2008)
Chances of
success
2.
DOCS - 351174v1
Probable
Lawsuit no. 2005.001.012366-9
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Defendant Ramaciote Comércio de Jóias e Artigos para Presente and Others
Commercial room 304
Court 4 th Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The judicial seizure (“penhora judicial”) of assets of the Defendant
to guarantee the execution is pending.
Value involved R$ 71,494.56 (on February 03, 2006)
Chances of
success
3.
Probable
Lawsuit no. 2005.001.046050-9
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Defendant Musicland Comércio de Artigos Musicais and Others
Commercial room 301
Court 4 th Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The trial court decision is pending.
Value involved R$ 435,081.31 (on April 25, 2005)
Chances of
success
4.
Probable
Lawsuit no. 2007.001.264723-0
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
121

DOCS - 351174v1
Shopping Empreendimentos Ltda.
Defendant Flávia Leal Martins and Others
Commercial room 104
Court 5 th Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The parties executed an agreement and the termination of the
lawsuit is pending.
Value involved R$ 259,525.42 (on December 18, 2007)
Chances of
success
5.
Probable.
Lawsuit no. 2006.001.016490-0
Plaintiff São Marcos and Plaza Shopping Trust SPCO Ltda.
Defendant Sandra Maria Dietrich Paes Leme
Commercial room 801
Court 14 th Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The judicial seizure (“penhora judicial”) of assets of the Defendant
to guarantee the execution is pending.
Value involved R$ 596,891.08 (on February 09, 2006)
Chances of
success
6.
Probable.
Lawsuit no. 2007.001.027974-2
Plaintiff São Marcos and Plaza Shopping Trust SPCO Ltda.
Defendant UTI das Canetas Ltda.
Commercial room 116
Court 17 th Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The parties executed an agreement establishing the following
conditions of the payment of the debt, in the total amount of R$
188,000.00: R$ 20,000.00 on demand and the rest in 48 monthly
installments in the amount of R$ 3,500.00 each.
Value involved R$ 166,212.17 (on March 13, 2007)
Chances of
success
7.
Probable (an agreement was settled)
Lawsuit no. 2001.001.148878-6
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
122

DOCS - 351174v1
Shopping Ltda.
Defendant Érica Zanata and Others
Commercial room 221
Court 21 st Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The judicial seizure (“penhora judicial”) of assets of the Defendant
to guarantee the execution is pending.
Value involved R$ 213,372.55 (on December 18, 2001)
Chances of
success
8.
Probable.
Lawsuit no. 2003.001.045289-2
Plaintiff São Marcos Empreendimentos Imobiliários and Plaza Shopping
Trust SPCO Ltda.
Defendant Brasimac S/A Eletrodomésticos and Other
Commercial room 312
Court 23 rd Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The judicial seizure (“penhora judicial”) of assets of the Defendant
to guarantee the execution is pending.
Value involved R$ 28,976.62 (on April 15, 2003)
Chances of
success
9.
Probable
Lawsuit no. 2003.001.150955-3
Plaintiff São Marcos Empreendimentos Imobiliários and Plaza Shopping
Trust SPCO Ltda.
Defendant Firmino Marques de Almeida.
Commercial room 220
Court 23 rd Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The judgment of the stay of execution is pending.
Value involved R$ 74,378.64 (on December 17, 2004)
Chances of
success
10.
Probable
Lawsuit no. 2007.001.201622-9
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
123

Defendant Importcell Comércio e Serviços Ltda and Other
Commercial room 307
Court 24 th Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The judicial seizure (“penhora judicial”) of assets of the Defendant
to guarantee the execution is pending.
Value involved R$ 101,408.27 (on November 21, 2007)
Chances of
success
11.
DOCS - 351174v1
Probable
Lawsuit no. 2009.001.168598-7
Plaintiff Fundo de Investimento Ancar and Plaza Shopping Trust SPCO
Ltda.
Defendant Maria Ana Bebê e Gestante and Other
Commercial room 206
Court 25 th Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The judicial seizure (“penhora judicial”) of assets of the Defendant
to guarantee the execution is pending.
Value involved R$ 599,318.75 (on July 02, 2009)
Chances of
success
12.
Probable
Lawsuit no. 2007.001.123555-2
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Imobiliários
Defendant Marcellus Cunha Ribeiro Comércio Ltda.
Commercial room 143
Court 27 th Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The Defendant’s summon is pending.
Value involved R$ 425,393.76 (on January 22, 2007)
Chances of
success
13.
Probable
Lawsuit no. 2007.001.105047-3
Plaintiff São Marcos and Plaza Shopping Trust SPCO Ltda.
Defendant Bertonav Couros Exportação Ltda
Commercial room 304
124

Court 28 th Civil Court of Rio de Janeiro
Nature Execution
Object Lease debts
Status The Defendant’s summon is pending.
Value involved R$ 149,136.70 (on July 20, 2007)
Chances of
success
14.
DOCS - 351174v1
Probable
Lawsuit no. 2007.001.154460-3
Plaintiff São Marcos and Plaza Shopping Trust SPCO Ltda.
Defendant Buzz Ltda. And Others
Commercial room 246
Court 32 nd Civil Court
Nature Execution
Object Lease debt
Status The parties executed an agreement involving the amount judicially
attached (R$ 58,213.90).
Value involved R$ 108,694.95 (on September 24, 2007)
Chances of
success
15.
Probable
Lawsuit no. 2005.001.106466-1
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Defendant Adiasm Tabacos Ltda. and Other.
Commercial room 123
Court 38 th Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The judicial seizure (“penhora judicial”) of assets of the Defendant
to guarantee the execution is pending.
Value involved R$ 380,526.42 (on August 30, 2005)
Chances of
success
16.
Probable
Lawsuit no. 2002.001.153424-5
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Ltda.
Defendant Marcelo Georges Khoury and Others
Commercial room 302/303
Court 42 nd Civil Court of Rio de Janeiro
Nature Execution
125

Object Lease debt
Status The Plaintiffs are searching for properties owned by the Defendants
to be judicially seizured.
Value involved R$ 311,558.64 (on December 16, 2002)
Chances of
success
17.
DOCS - 351174v1
Probable
Lawsuit no. 2008.001.063383-7
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Defendant Versatille Comércio de Bijouterias Ltda and Other
Commercial room 316
Court 45 th Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The Plaintiffs executed an agreement with the guarantor and the
lawsuit continues only against the Tenant, involving the amount of
R$ 193.281,36.
Value involved R$ 206,885.21 (on March 18, 2008)
Chances of
success
18.
Probable
Lawsuit no. 2005.209.011285-1
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Defendant Explosão 2000 Comércio e Varejista de Produtos de Informática
Ltda. and Others
Commercial room 312
Court 1 st Civil Court of Barra da Tijuca
Nature Execution
Object Lease debt
Status The Plaintiff executed an agreement with one of the guarantors
involving the payment of R$ 36,548.41 and the lawsuit continues
against the other Defendants.
The judicial seizure (penhora judicial) is pending.
Value involved R$ 257,417.43 (on December 22, 2005)
Chances of
success
19.
Probable
Lawsuit number 2006.203.008547-0
Plaintiff São Marcos Empreendimentos Imobiliários Ltda and Plaza
126

DOCS - 351174v1
Shopping Trust SPCO Ltda.
Defendant Jaqueline Lobo Isoppo
Commercial room Q-310
Court 2 nd Civil Court of Jacarepaguá
Nature Execution
Object Lease debt
Status The judgement of the stay of execution is pending.
Value involved R$ 469,510.07 (on July 07, 2006)
Chances of
success
20.
Probable
Lawsuit no. 2006.212.002195-9
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Defendant TSR Acessórios de Moda Ltda and Other
Commercial room Q-21
Court 1 st Civil Court of Niterói
Nature Execution
Object Lease debt
Status The judgement of the stay of execution is pending.
Value involved R$ 252,358.35 (on July 13, 2006)
Chances of
success
21.
Probable
Lawsuit no. 2007.001.169578-2
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Imobiliários Ltda.
Defendant Marcellus Cunha Ribeiro Comércio Ltda. and Other
Commercial room 143
Court 27 th Civil Court of Rio de Janeiro
Nature Execution
Object Reservation of area
Status The judicial seizure (penhora judicial) is pending.
Value involved R$ 25,155.93 (on October 05, 2007)
Chances of
success
22.
Probable
Lawsuit no. 2003.001.045289-2
Plaintiff São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Defendant Brasimac S/A Eletrodomésticos and Other
127

Commercial room 312
Court 23 rd Civil Court of Barra da Tijuca
Nature Execution
Object Lease debt
Status The Plaintiffs are searching for Defendant’s assets to guarantee the
execution.
Value involved R$ 28,976.62 (on April 15, 2003)
Chances of
success
23.
DOCS - 351174v1
Probable
Lawsuit no. 2008.001.014062-6
Plaintiff São Marcos and Other
Defendant Textura e Cor Confecções e Comércio de Roupas Ltda.
Commercial room 205
Court 24 th Civil Court of Rio de Janeiro
Nature Execution
Object Lease debt
Status The judgment of the stay of execution is pending.
Value involved R$ 5,079.23 (on January 18, 2008)
Chances of
success
3. Lease renewal
1.
Probable
Lawsuit no. 2004.001.059076-2
Plaintiff Erzel Calçados Ltda.
Defendants São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Ltda.
Commercial room 329
Court 5 th Civil Court of Rio de Janeiro
Nature Lease renewal
Object The Plaintiff claims for the renewal of the lease agreement for
another 60-month period, beginning on May 19, 2004.
Status The court expertise is pending.
Value involved R$ 69,923.88 (on May 19, 2004)
Chances of
success
2.
Possible
Lawsuit no. 2009.001.123810-7
Plaintiff Chicle Comércio de Roupas Esportivas Ltda.
Defendant Brascan Shopping Centers and Ancar Shopping Centers
Commercial room 248
128

Court 22 nd Civil Court of Rio de Janeiro
Nature Lease renewal
Object The Plaintiff claims for the renewal of the lease agreement for another
60-month period, beginning on May 19, 2009.
Status The court expertise is pending.
Value involved R$ 47,233.44 (on May 19, 2009)
Chances of
success
3.
DOCS - 351174v1
Possible
Lawsuit no. 2009.001.126074-5
Plaintiff Erzel Calçados Ltda.
Defendant São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Imobiliários Ltda.
Commercial room 329
Court 21 st Civil Court of Rio de Janeiro
Nature Lease renewal
Object The Plaintiff claims for the renewal of the lease agreement for another
60-month period, beginning on May 21, 2009.
Status The court expertise is pending.
Value involved R$ 69,923.88 (on May 21, 2009)
Chances of
success
4.
Possible
Lawsuit no. 0124909-63.2010.8.19.0001
Plaintiff Tellerina Comércio de Presentes e Artigos para Decoração S.A.
Defendant São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Commercial room 129/130
Court 31 st Civil Court of Rio de Janeiro
Nature Lease renewal
Object The Plaintiff claims for the renewal of the lease agreement for another
60-month period, beginning on April 19, 2010.
Status The Defendant’s response is pending.
Value involved R$ 72,807.36 (on April 19, 2010)
Chances of
success
5.
Possible
Lawsuit no. 2009.001.124875-7
Plaintiff Tiramisú Pizzaria Ltda.
Defendant São Marcos Empreendimentos Imobiliários Ltda. and Fundo de
Investimentos Imobiliários Ancar IC
129

Commercial room 805
Court 34 th Civil Court of Rio de Janeiro
Nature Lease renewal
Object The Plaintiff claims for the renewal of the lease agreement for another
60-month period.
Status The expert evidence is pending.
Value involved R$ 138,084.96 (on May 20, 2009)
Chances of
success
6.
DOCS - 351174v1
Possible
Lawsuit no. 2009.001.126494-5
Plaintiff Calçados e Confecções Di Santini (Di Santini)
Defendants São Marcos Empreendimentos Imobiliários Ltda. and Brascan
Shopping Centers Ltda.
Court 20 th Civil Court of Rio de Janeiro
Nature Lease renewal
Object The Plaintiff claims for the renewal of the lease agreement for
another 60 month-period, beginning on March 20, 2009.
Status The trial court decision extinguished the lawsuit as the parties
agreed to terminate the lease contract.
Value involved R$ 18,673.88 (on May, 21, 2009)
The Plaintiff offered the minimum monthly rent in the amount of R$
18,673.88 and the Defendant requested the setting of the minimum
monthly rent in the amount of R$ 20,550.00
Chances of
success
7.
Not informed
Lawsuit no. 2009.001.126814-8
Plaintiff Empório Pax Delícia Ltda. (Emporium Pax)
Defendant São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Court 52 nd Civil Court of Rio de Janeiro
Nature Lease renewal
Object The Plaintiff claims for the renewal of the lease agreement for another
60-month period, beginning on November 22, 2009.
Status The trial court decision is pending, but the Plaintiff presented a
petition informing that a new contract had been signed by and
between the parties.
The Defendant has not accepted the guarantee offered by the
Plaintiff.
Value involved R$ 108,000.00 (on May, 21, 2009)
The Plaintiff offered the minimum monthly rent in the amount of R$
9,000.00 and the Defendant requested the setting of the minimum
130

Chances of
success
8.
DOCS - 351174v1
monthly rent in the amount of R$ 11,000.00.
Not informed
Lawsuit no. 2009.001.126242-0
Plaintiff Saraiva e Siciliano S.A. (Livraria Siciliano)
Defendant São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Court 23 rd Civil Court of Rio de Janeiro
Nature Lease renewal
Object The Plaintiff claims for the renewal of the lease agreement for another
60-month period, beginning on May 19, 2009.
Status The Defendant’s summon is pending.
Value involved R$ 555,844.56 (on May 21 st , 2009)
The Plaintiff offered the minimum monthly rent in the amount of R$
41,688.35.
Chances of
success
9.
Not informed
Lawsuit no. 2009.001.119158-9
Plaintiff Lojas Americanas S.A.
Defendant São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Court 41 st Civil Court of Rio de Janeiro
Nature Lease renewal
Object The Plaintiff claims for the renewal of the lease agreement for another
10-year period, beginning on November 5, 2009, with a percentage
rent of 3% of the gross revenue and a minimum monthly rent of R$
315,238.00 for the first semester of each year, and R$ 385,290.00 for
the second semester of each year.
Status The conclusion of the court expertise is pending.
Value involved R$ 600,000.00 (on May 14, 2009)
The Plaintiff offered the minimum rent in the amount of R$
315,238.00 for the first semester of each year, and R$ 385,290.00
for the second semester of each year. The Defendant requested the
setting of the minimum semester rent in the amount of R$
408,865.05.
Chances of
success
10.
Not informed
Lawsuit no. 2008.001.355173-0
Plaintiff Le Sac Comercial Center Couros Ltda (Le Postiche)
Defendant São Marcos Empreendimentos Imobiliários Ltda.
131

Court 4 th Civil Court of Rio de Janeiro
Nature Lease renewal
Object The Plaintiff claims for the renewal of the lease agreement for another
60-month period, beginning on October 29, 2008.
Status The Defendant’s summon is pending.
Value involved Not informed
Chances of
success
11.
DOCS - 351174v1
Possible
Lawsuit no. 2009.001.124942-7
Plaintiff Om Saint Germain Com.Prod.Nat.Ltda (Mundo Verde)
Defendant São Marcos and Brascan Shopping Centers
Court 33 rd Civil Court of Rio de Janeiro
Nature Lease renewal
Object The Plaintiff claims for the renewal of the lease agreement for another
60-month period, beginning on November 25, 2009.
Status The conclusion of the court expertise is pending.
Value involved R$ 90,000.00 (on May 20, 2009)
The Plaintiff offered the minimum monthly rent in the amount of R$
7,523.64 and the Defendant requested the setting of the minimum
monthly rent in the amount of R$9,300.00.
Chances of
success
12.
Not informed
Lawsuit no. 2009.001.221082-8
Plaintiff Banco Itaú S.A.
Defendant São Marcos Empreendimentos Imobiliários Ltda., Plaza Shopping
Trust SPCO Ltda. and Vendex do Brasil – Indústria e Comércio
Ltda.
Court 20 th Civil Court of Rio de Janeiro
Nature Lease renewal
Object The Plaintiff claims for the renewal of the lease agreement for another
60-month period, beginning on March 3, 2010.
Status The Defendant’s summon is pending.
Value involved R$ 198,000.00 (on August 21 st , 2009)
The Plaintiff offered the minimum monthly rent in the amount of R$
16,500.00.
Chances of
success
13.
Not informed
Lawsuit no. 0124909-63.2010.8.19.0001
Plaintiff Tellerina Comércio de Presentes e Artigos para Decoração SA
132

DOCS - 351174v1
(Vivara)
Defendant São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Trust SPCO Ltda.
Court 31 st Civil Court of Rio de Janeiro
Nature Lease renewal
Object The Plaintiff claims for the renewal of the lease agreement for another
60-month period, beginning on April 14, 2010.
Status Defendants presented their defense.
Value involved R$ 72,807.36 (on April 19, 2010)
The Plaintiff offered the minimum monthly rent in the amount of R$
6,067.28 and the Defendant requested the setting of the minimum
monthly rent in the amount of R$ 11,220.00.
Chances of
success
Not informed
4. Declaratory lawsuit for lease renewal
1.
Lawsuit no. 00009263-05.2010.8.19.0001
Plaintiff Casablanca Hair Style Boutique e Serviços de Estética Ltda.
Defendants Fundo de Investimento Imobiliário Ancar IC (São Marcos’s
successor) and Brascan Shopping Centers Ltda.
Court 1 st Civil Court of Rio de Janeiro
Nature Declaratory lawsuit for the purpose of renewing the lease
agreement
Object The Plaintiff claims for the renewal of the lease agreement for
another 60-month period, beginning on September, 18, 2009.
Status The trial court decision is pending
Value involved R$ 60,666.76 (on January 1 st , 2010)
Chances of
success
2.
Not informed
Lawsuit no. 0116264-49.2010.8.19.0001
Plaintiff Bernardo Cabral Guedes e Cia Ltda. ( Lidador)
Defendant São Marcos and Plaza Shopping Trust SPCP Ltda.)
Court 51 st Civil Court of Rio de Janeiro
Nature Declaratory action for lease renewal
Object The Plaintiff claims for the renewal of the lease agreement for another
60-month period, beginning on April 11, 2010, with a percentage rent
of 5% of the gross revenue and a minimum monthly rent of R$ 14,000.
The minimum monthly rent in force is in the amount of R$ 4,905.83.
Status The trial court decision is pending.
Value involved R$ 60.000,00 (on April 12, 2010)
Chances of
success
Not informed
133

5. Indemnification Lawsuits
1.
Lawsuit no. 0039350-07.2011.8.19.0001
Plaintiff Adriana Glória Sleman Brahim
Defendants Botafogo Praia Shopping and Arika Comércio de Vestuário Ltda.
Court IV Small Claims Court of Rio de Janeiro
Nature Indemnification
Object The Plaintiff claims for indemnification for moral damages arguing
he was stolen inside a store located in the shopping.
Status The Plaintiff’s request was dismissed in the trial court decision.
Value involved R$ 10,000.00 (on February 08, 2011)
Chances of
success
2.
DOCS - 351174v1
Probable
Lawsuit no. 0053190-21.2010.8.19.0001
Plaintiffs Christian Marques Ferreira and Renata Rosa Ferreira
Defendants Botafogo Praia Shopping and Cinemas Cinemark
Court IV Small Claims Court of Rio de Janeiro
Nature Indemnification coupled with the condemnation of the Defendants
to accomplish an obligation.
Object Not informed
Status The trial court decision is pending.
Value involved R$ 20,400.00 (on February 05, 2010)
Chances of
success
3.
Possible
Lawsuit no. 0116618-11.2009.8.19.0001
Plaintiff Christianne Fabíola Silva Fontes
Defendant Botafogo Praia Shopping
Court 25 th Civil Court of Rio de Janeiro
Nature Indemnification
Object The Plaintiff claims for indemnification grounded on the theft of a
purse.
Status The Plaintiff’s request was dismissed in the trial court decision. An
appeal filed by the Plaintiff is pending decision.
Value involved R$ 20,000.00 (on May 13, 2009)
Chances of
success
4.
Possible
Lawsuit no. 0071494-34.2011.8.19.0001
134

Plaintiff Haya Purisch Acherman
Defendants BPS Shopping Center Ltda. and and Cinemark Brasil S.A.
Third-party
complaint
DOCS - 351174v1
Generali Brasil Seguros S.A.
Court 40 th Civil Court of Rio de Janeiro
Nature Indemnification
Object Not informed
Status The trial court decision is pending.
Value involved R$ 4,787.62 (on March 03, 2011)
Chances of
success
5.
Possible
Lawsuit no. 0291995-93.2009.8.19.0001
Plaintiff Heloisa Tibau da Silva
Defendant Botafogo Praia Shopping
Court 29 th Civil Court of Rio de Janeiro
Nature Indemnification
Object The Plaintiff claims for indemnification due to a fall in an escalator
of the shopping.
Status The court expertise is pending.
Value involved R$ 69,750.00 (on October 20, 2009)
Chances of
success
6.
Possible
Lawsuit no. 0139634-09.2000.8.19.0001
Plaintiff Marcus Vinícius de Sant’Ana
Defendants BPS Shopping Center Ltda. and Music Land
Court 8 th Civil Court of Rio de Janeiro
Nature Indemnification
Object The Plaintiff claims for indemnification due to an inspection in his
backpack.
Status The trial court decision granted the claim for indemnification against
the co-Defendant (Music Land) but dismissed it against BPS. The
Court of Appeal granted the appeal filed by the Defendant in order
to jointly condemn Music Land and BPS to pay an indemnification
to the Plaintiff in the amount of R$ 12,000.00. BPS made a judicial
deposit of the total amount of the indemnification as set for in the
decision of the Court of Appeals. A difference of the amount of the
condemnation is under discussion.
Value involved R$ 100,000.00 (on October 04, 2000)
Chances of
success
Possible
135

7.
Lawsuit no. 0346008-42.2009.8.19.0001
Plaintiff Marilena Anesio Abrahão
Defendant BPS Shopping Center Ltda.
Court 14 th Civil Court of Rio de Janeiro
Nature Indemnification
Object The Plaintiff claims for indemnification for material and moral
damages due to an accident allegedly occurred in Botafogo Praia
Shopping.
Status The trial court decision is pending.
Value involved R$ 20,000.00 (on November 13, 2009)
Chances of
success
8.
DOCS - 351174v1
Remote
Lawsuit no. 0267679-16.2009.8.19.0001
Plaintiff Nilton Correa Alves Júnior
Defendant BPS Shopping Center Ltda.
Court IV Small Claims Court of Rio de Janeiro
Nature Indemnification
Object The Plaintiff claims for indemnification for material and moral
damages due to a fall in an escalator of the shopping.
Status The trial court decision granted the claim and condemned BPS to
pay an indemnification to the Plaintiff for moral damages in the
amount of R$ 6,000.00. BPS filed an appeal but the result of the
judgment by the Court of Appeals was not informed.
Value involved R$ 8,190.00 (on October 01, 2009)
Chances of
success
9.
Possible
Lawsuit no. 0114429-89.2011.8.19.0001
Plaintiff Paula Braga da Fonseca
Defendant BPS Shopping Center Ltda. and Rodean Restaurante Ltda. (Viena
Express)
Court IV Small Claims Court of Rio de Janeiro
Nature Indemnification
Object Material damages
Status The Plaintiff’s request was dismissed in the trial court decision.
There is no information whether the Plaintiff appealed against said
decision.
Value involved R$ 6,000.00 (on April 18, 2011)
Chances of
success
Remote
136

10.
Lawsuit no. 0271650-72.2010.8.19.0001
Plaintiff Paulo Jorge Medeiros and Mônica Pinto de Resende
Defendant Empreendimentos Botafogo Praia Shopping
Court IV Small Claims Court of Rio de Janeiro
Nature Indemnification
Object Plaintiff’s fell inside the shopping center.
Status The Plaintiff’s request was dismissed in the trial court decision.
There is no information whether the Plaintiff appealed against said
decision.
Value involved R$ 5,014.00 (on August 24, 2011)
Chances of
success
11.
DOCS - 351174v1
Remote
Lawsuit no. 0093375-67.2011.8.19.0001
Plaintiff Raquel de Souza Daumerie
Defendant Botafogo Praia Shopping
Court IV Small Claims Court of Rio de Janeiro
Nature Indemnification
Object Indemnification for material and moral damages
Status The trial court decision is pending.
Value involved R$ 20,000.00 (on March 30, 2011)
Chances of
success
12.
Remote
Lawsuit no. 0312069-37.2010.8.19.0001
Plaintiff Sandra de Siqueira Franco
Defendant Botafogo Praia Shopping
Court IV Small Claims Court of Rio de Janeiro
Nature Indemnification
Object The Plaintiff claims for indemnification grounded on the theft of a
purse.
Status The trial court decision granted the claim and condemned BPS to
pay an indemnification to the Plaintiff for moral damages in the
amount of R$ 3,000.00. BPS filed an appeal but the result of the
judgment by the Court of Appeals is pending.
Value involved R$ 11,736.44 (on September 09, 2011)
Chances of
success
13.
Remote
Lawsuit no. 0325645-97.2010.8.19.0001
137

Plaintiff Simone Kalil Magalhães
Defendant Botafogo Praia Shopping
Court IV Small Claims Court of Rio de Janeiro
Nature Indemnification
Object Indemnification for moral damages because a chair of the food
court has broken when the Plaintiff was seated on it.
Status The trial court decision granted the claim and condemned BPS to
pay an indemnification to the Plaintiff for moral damages in the
amount of R$ 4,000.00. BPS filed an appeal but the result of the
judgment by the Court of Appeals was not informed.
Value involved R$ 4,000.00 (on October 14, 2011)
Chances of
success
14.
DOCS - 351174v1
Remote
Lawsuit no. 0111554-80.2010.8.19.0002
Plaintiff Suzana Duque Pinheiro
Defendant Botafogo Praia Shopping
Court IV Small Claims Court of Niterói - RJ
Nature Indemnification
Object Indemnification for material and moral damages due to an
accident in an escalator of the shopping.
Status The trial court decision granted the claim and condemned BPS to
pay an indemnification to the Plaintiff for moral damages in the
amount of R$ 2,500.00 and for material damages in the amount
of R$ 233.04. BPS filed an appeal which was partially granted to
dismiss the indemnification for material damages.
Value involved R$ 6,233.04 (on September 28, 2011)
Chances of
success
15.
Remote
Lawsuit no. 0067660-04.2003.8.19.0001
Plaintiff Associação dos Lojistas do Botafogo Praia Shopping – ALBPS
Defendant Wiilton e Frandia Produções e Eventos Ltda. e outros
Court 44 th Civil Court of Rio de Janeiro
Nature Indemnification
Object The Plaintiff claims indemnification for material damages due to the
breach of a contract signed by and between the parties.
Status On October 28, 2010 the trial court decision granted the claim
and condemned the Defendants to pay to the Plaintiffs the
amount of R$ 9,436.84.
Value involved R$ 9,436.84
Chances of Probable
138

success
16.
Lawsuit no. 0018549-21.2010.8.19.0061
Plaintiff Wilson Pereira dos Santos
Defendant Botafogo Praia Shopping
Court Small Claims Court of Teresópolis - RJ
Nature Indemnification
Object Indemnification for moral damages due to an alleged failure at the
rendering of services of security.
Status The Plaintiff’s request was dismissed in the trial court decision.
There is no information whether the Plaintiff appealed against
said decision.
Value involved R$ 5,000,00
Chances of
success
17.
DOCS - 351174v1
Probable
Lawsuit no. 2002.001.107827-6
Plaintiff Elisabeth Jorge Silva and Other
Defendants São Marcos
Commercial room 228
Court 2 nd Civil Court of Rio de Janeiro
Nature Indemnification
Object Reimbursement of the expenses related to the installation of the
store and accomplishment of contractual obligations.
Status This lawsuit will be judged jointly with the eviction lawsuit filed by
Lessors against Tenant (proceeding no. 2001.001.129644-7),
summarized above.
Value involved R$ 10,000.00 (on October 14, 2002)
Chances of
success
18.
Possible.
Lawsuit no. 2006.001.040763-7
Plaintiffs Cintra Jornais Revistas Tabacaria e Bazar Ltda.
Defendants São Marcos Empreendimentos Imobiliários Ltda., Plaza Shopping
Empreendimentos and Vendex do Brasil Indústria e Comércio
Ltda.
Commercial room 242
Court 12 nd Civil Court of Rio de Janeiro
Nature Indemnification
Object The Plaintiff claims for the devolution in double of the amount
paid for the reservation of the area (“reserva de area”).
Status The trial court decision is pending.
139

Value involved R$ 71,502.00 (on March 28, 2006)
Chances of
success
DOCS - 351174v1
Possible
6. Possession lawsuit
1.
Lawsuit no. 2006.001.153147-2
Plaintiff M5 Indústria e Comércio Ltda.
Defendant São Marcos Empreendimentos Imobiliários Ltda. and Plaza
Shopping Empreendimentos Imobiliários Ltda.
Commercial room 215/217
Court 31 st Civil Court of Rio de Janeiro
Nature Possession lawsuit
Object The Plaintiff claims for the lawful possession over the commercial
rooms 215 and 217.
Status The request of the Plaintiff was dismissed and the execution of
judicial expenses and attorney‘s fees is in course.
Value involved R$ 1,000.00 (on November 27, 2006)
Chances of
success
Possible
7. Lawsuit against Brookfield
Multiplan Empreendimentos Imobiliários Ltda. (“Multiplan”) filed a lawsuit against
Brascan, Plaza Shopping Trust SPCO, Plaza Shopping Empreendimentos Ltda., Manoel
Bayard Monteiro Lucas de Lima, Paulo Agnelo Malzoni, Victor Malzoni Junior and Alvaro
Domingos Malzoni claiming that the Defendants did not respect Multiplan’s right of first refusal
regarding the sale of the quotas of MPH Empreendimentos Imobiliários Ltda. (“MPH”) owned
by Plaza Shopping Trust SPCO. MPH was created with the sole objective of constructing and
administrating Shopping Vila Olímpia, in São Paulo.
The transaction involving the Defendants was not the direct sale of the quotas of MPH,
but the sale of the quotas of Grupo Malzoni on Plaza Shopping Trust SPCO, which was the
owner of interests in several shopping centers, including the quotas of MPH.
The trial court decision granted the claim grounded on the argument that the sale of the
quotas of Grupo Malzoni in Plaza Shopping Trust SPCO was an indirect sale of the quotas of
MPH and violated Multiplan’s right of first refusal regarding the acquisition of the quotas of
MPH. Accordingly, such decision made the sale of the quotes of MPH ineffective and therefore
awarded to Multiplan the quotas of MPH for the price of R$ 10,455,862.27 in 36 installments
according to clause 10.3 of the Quotaholders Agreement of MPH (to which we have not had
access). Besides, the decision condemned (i) Plaza Shopping Trust SPCO to indemnify
Multiplan for all losses and damages arisen out of the alleged default of the covenant to
maintain Grupo Malzoni as a co-owner of the shopping; and (ii) the other defendants, jointly,
including Brascan and Plaza Shopping Empreendimentos, to indemnify Multiplan for all losses
140

and damages arisen out of the alleged irregular sale of the quotas of MPH and to reimburse all
the costs for obtaining the evidentiary documents of the alleged fraud. The losses and
damages shall be evaluated in expert evidence to be produced in a later stage of the
proceeding. All the defendants filed appeals against said decision, which are pending
judgment by the Court of Appeals.
As the amount of the losses and damages are not identified and will be the object of
expert evidence, it is not possible to assess which impact they would have in Brookfield’s
financial situation.
DOCS - 351174v1
141

DOCS - 351174v1
CHAPTER 9 – TAX MATTERS
We analyze in this chapter the tax matters related to Botafogo Praia Shopping based
on the information made available in the data room.
However, it is important to point out that some of the information presented in this
chapter was obtained due to independent researches made by our Law Firm (as expressly
mentioned wherever applicable) in the present due diligence and also in the prior due
diligence conducted by Lobo & Ibeas, with regard to the acquisition, by Ancar Ivanhoe, of São
Marcos.
1. Urban Property Tax (IPTU)
No document has been provided by Brookfield in connection with the IPTU levied on
Botafogo Praia Shopping. Nonetheless, we are aware that the Municipality of Rio de Janeiro
changed the criteria of the assessment of such tax as of tax year 2009. At this time, the tax
authorities formally recognized that no complementary IPTU tax was due with regard to the
previous years.
Until tax year 2008, IPTU was imposed considering each suite, cinema and parking
area of the shopping as an independent real estate. Hence, until tax year 2008, the
Municipality of Rio de Janeiro has demanded the payment of IPTU based on two hundred and
seven tax enrollments, one for each suite, cinema and parking area of the shopping.
However, given the fact that Botafogo Praia Shopping is registered with the Real
Estate Registry in only one enrollment, the Municipality of Rio de Janeiro, as of 2009, changed
the criteria for assessing IPTU, considering the shopping as one real estate only, consolidating
the two hundred and seven tax enrollments with the Municipality in just one tax registry
(no. 0560132-3).
As a result, the total amount of IPTU was substantially increased, from January 01,
2009 on. In 2009, for instance, the total amount assessed was increased from R$ 1.8 million
to R$ 5.2 million.
The co-owners of Botafogo Praia Shopping are presently challenging in court the
assessments of IPTU regarding tax years 2009, 2010 and 2011, through two different
lawsuits, one related to tax years 2009 and 2011 (Annulment Action no. 0353562-
57.2011.8.19.001), and the other related to tax year 2010 (Writ of Mandamus no. 0079711-
03.2010.8.19.001), as described in the relevant report on lawsuits presented in this chapter.
The amount involved in such two lawsuits comprise the total of approximately R$ 18,7
million. We have evidence that the amounts referring to 2009, 2010 and 2011 have been
deposited by the co-owners of Botafogo Praia Shopping at the administrative level and
therefore such amounts will revert to the co-owners should they be successful in their
challenge.
142

Besides the referred IPTU debts in the amount of R$ 18,7 million (related to tax years
2009, 2010 and 2011), it was possible to verify that there are other IPTU debts, regarding
previous tax years from 2008, in the amount of R$ 11,6 million. Brookfield believes that such
amount of R$ 11,6 million, or at least part of it, has been deposited and undertook to confirm
this information with the lawyer that is in charge of the corresponding proceedings.
Nonetheless, Brookfield has not confirmed such information yet.
Therefore, considering the total amount of R$ 30,3 million (R$ 18,7 million + R$ 11,6
million), regarding the existing IPTU debts of Botafogo Praia Shopping, it was only possible to
confirm that part of it (R$ 18,7 million) has been subject to administrative deposits.
We recommend to confirm if the mentioned R$ 11,6 million has also been subject to
deposits because, according to the legislation in force, the purchaser of Botafogo Praia
Shopping would be responsible for the payment of existing debts of IPTU.
1.1. IPTU debts regarding the tax years previous to 2008
Regarding IPTU debts in connection with the tax years previous to 2008, Brookfield
has provided the certificates issued by the Municipality of Rio de Janeiro in name of São
Marcos Empreendimentos Imobiliários Ltda., related to each suite, cinema and parking area of
Botafogo Praia Shopping. As mentioned above, these certificates indicate debts in the total
amount of R$ 11,6 million (updated in November 2011).
Below, we present a schedule with the IPTU debts indicated in such certificates and in
the Municipality of Rio de Janeiro’s website:
Suite
Under
ground
101
102
103
104
DOCS - 351174v1
Tax
Enrollm.
2085496-
4
2085497-
2
2085498-
0
2085499-
8
2085500-
3
Tax
Year
CDA 11
/
Tax Foreclosure
IPTU
(R$)
Attorney’s
Fees 12
143
Judicial
Expenses
- - - - -
- - - - -
- - - - -
- - - - -
2000
01-150465-2002
/
2003.120.072372-1
0.00 0.00 181.09
11 CDA means certidão de dívida ativa, which is the certificate issued by the Municipality of Rio de Janeiro
evidencing that an overdue tax debt was recorded. With a CDA, the Municipality is eligible to file the
correspondent tax foreclosure in court.
12 Value that should be paid to the attorneys of the Municipality of Rio de Janeiro, if the debt is subject to tax
foreclosure.

105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
DOCS - 351174v1
2085501-
1
2085502-
9
2085503-
7
2085504-
5
2085505-
2
2085506-
0
2085507-
8
2085508-
6
2085509-
4
2085510-
2
2085511-
0
2085512-
8
2085513-
6
2085514-
4
2085515-
1
2085516-
9
2085517-
7
2085518-
5
2085519-
3
2005
2006
01-124790-2007
/
2009.001.290281-7
01-119656-2008
/
2009.001.290281-7
0.00 0.00
0.00 0.00
605.44
- - - - -
- - - - -
2005
01-124792-2007
/
2009.001.252495-1
0.00 0.00 397.07
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
2002
01-136441-2004
/
2006.120.024208-7
0.00 0.00 306.69
- - - - -
144

124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
DOCS - 351174v1
2085520-
1
2085521-
9
2085522-
7
2085523-
5
2085524-
3
2085525-
0
2085526-
8
2085527-
6
2085528-
4
2085529-
2
2085530-
0
2085531-
8
2085532-
6
2085533-
4
2085534-
2
2085535-
9
2085536-
7
2085537-
5
2085538-
3
2085539-
1
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
2000
01-150471-2002
/
2002.120.107945-0
0.00 0.00 601.29
- - - - -
2002
01-136445-2004
/
2006.120.038062-9
0.00 0.00 141.47
- - - - -
- - - - -
- - - - -
2002
2005
2006
01-136446-2004
/
2006.120.024209-9
01-124798-2007
/
2009.001.288282-0
01-119658-2008
/
0.00 0.00 141.47
0.00 0.00
0.00 0.00
736.94
145

144
145
146
147
148
149
150
151
152
153
154
201
202
203
204
205
206
207
DOCS - 351174v1
2085540-
9
2085541-
7
2085542-
5
2085543-
3
2085544-
1
2085545-
8
2085546-
6
2085547-
4
2085548-
2
2085549-
0
2085550-
8
2085551-
6
2085552-
4
2085553-
2
2085554-
0
2085555-
7
2085556-
5
2085557-
3
2009.001.288282-0
- - - - -
- - - - -
2001
01-139301-2003
/
2005.120.067451-9
0.00 0.00 141.47
- - - - -
- - - - -
2002
01-136447-2004
/
2006.120.048537-3
0.00 0.00 141.47
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
2005
2006
2007
2001
01-124800-2007
/
2009.001.267365-8
01-119661-2008
/
2009.001.267365-8
01-113302-2009
/
2009.001.267365-8
01-139305-2003
/
0.00 0.00
0.00 0.00
0.00 0.00
146
1,217.27
0.00 0.00 141.47

208
209
210
211
212
213
214
215
216
217
218
219
220
221
DOCS - 351174v1
2085558-
1
2085559-
9
2085560-
7
2085561-
5
2085562-
3
2085563-
1
2085564-
9
2085565-
6
2085566-
4
2085567-
2
2085568-
0
2085569-
8
2085570-
6
2085571-
4
2005.120.062431-0
- - - - -
- - - - -
- - - - -
- - - - -
2000
2001
2002
2003
2002
01-150475-2002
/
2004.120.035638-6
01-139306-2003
/
2004.120.035638-6
01-136450-2004
/
2006.120.020308-2
01-129015-2005
/
2006.120.020308-2
01-136451-2004
/
2006.120.030347-7
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
603.33
381.35
0.00 0.00 141.47
- - - - -
- - - - -
- - - - -
2007
01-113304-2009
/
0162103-
97.2010.819.0001
0.00 0.00 310.87
- - - - -
- - - - -
2004
2005
2001
01-139246-2006
/
2008.001.254459-5
01-124801-2007
/
2008.001.254459-5
01-139309-2003
/
0.00 0.00
0.00 0.00
997.51
0.00 0.00 745.60
147

222
223
224
225
226
227
228
229
230
231
232
233
DOCS - 351174v1
2085572-
2
2085573-
0
2085574-
8
2085575-
5
2085576-
3
2085577-
1
2085578-
9
2085579-
7
2085580-
5
2085581-
3
2085582-
1
2085583-
9
2002
2005.120.032150-7
01-136454-2004
/
2005.120.032150-7
0.00 0.00
- - - - -
2000
2001
2002
2003
2004
01-150476-2002
/
2004.120.027488-6
01-139310-2003
/
2004.120.027488-6
01-136455-2004
/
2006.120.030348-9
01-129017-2005
/
2006.120.030348-9
01-139247-2006
/
2006.120.030348-9
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
534.39
706.33
- - - - -
- - - - -
- - - - -
- - - - -
2001
2002
01-139311-2003
/
2005.120.049210-7
01-136457-2004
/
2005.120.049210-7
0.00 0.00
0.00 0.00
874.21
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
234 2085584- - - - - -
148

235
236
237
238
239
241
242
243
244
245
246
247
248
249
250
251
252
253
254
DOCS - 351174v1
7
2085585-
4
2085586-
2
2085587-
0
2085588-
8
2085589-
6
2085591-
2
2085592-
0
2085593-
8
2085594-
6
2085595-
3
2085596-
1
2085597-
9
2085598-
7
2085599-
5
2085600-
1
2085601-
9
2085602-
7
2085603-
5
2085604-
3
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
2000
2001
2002
01-150482-2002
/
2004.120.043538-9
01-139312-2003
/
2004.120.043538-9
01-136459-2004
/
2006.120.038063-0
0.00 0.00
0.00 0.00
805.20
0.00 0.00 642.08
149

255
256
257
301
302
303
304
305
306
307
308
309
310
DOCS - 351174v1
2085605-
0
2085606-
8
2085607-
6
2085609-
2
2085610-
0
2085611-
8
2003
01-129022-2005
/
2006.120.038063-0
0.00 0.00
- - - - -
2000
01-150483-2002
/
2004.120.031442-2
0.00 0.00 257.91
- - - - -
- - - - -
2000
2001
2002
2003
2000
2085612-
6 -
2085613-
4
2085614-
2
2085615-
9
2085616-
7
2085617-
5
2085618-
3
2001
2001
01-150484-2002
/
2003.120.014472-1
01-139313-2003
/
2005.120.036106-2
01-136460-2004
/
2005.120.036106-2
01-129023-2005
/
2005.120.036106-2
01-150485-2002
/
2002.120.107823-7
0.00 0.00 374.96
0.00 0.00
0.00 0.00
0.00 0.00
808.60
0.00 0.00 325.38
- - - -
01-139315-2003
/
2005.120.039409-2
01-139316-2003
/
2005.120.052509-5
0.00 0.00 146.89
0.00 0.00 152.40
- - - - -
- - - - -
- - - - -
2000
2001
01-150486-2002
/
2004.120.039581-1
01-139317-2003
/
0.00 0.00
0.00 0.00
742.99
150

311
312
313
314
315
316
317
318
319
320
321
322
323
324
325
DOCS - 351174v1
2085619-
1
2085620-
9
2085621-
7
2085622-
5
2085623-
3
2085624-
1
2085625-
8
2085626-
6
2085627-
4
2085628-
2
2085629-
0
2085630-
8
2085631-
6
2085632-
4
2085633-
2
2005
2006
2004.120.039581-1
01-124803-2007
/
2009.001.276868-2
01-119665-2008
/
2009.001.276868-2
0.00 0.00
0.00 0.00
483.89
- - - - -
2002
01-136463-2004
/
2006.120.042118-8
0.00 0.00 346.57
- - - - -
- - - - -
2001
2002
2003
01-139318-2003
/
2005.120.039410-9
01-136464-2004
/
2005.120.039410-9
01-129026-2005
/
2005.120.039410-9
0.00 0.00
0.00 0.00
0.00 0.00
151
2,007.62
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
326 2085634- 2000 01-150490-2002 0.00 0.00 157.83

327
328
329
330
331
332
333
334
336
337
339
340
341
342
343
DOCS - 351174v1
0 /
2002.120.108115-7
2085635-
7
2000
2085636-
5 -
2085637-
3 -
2085638-
1
2085639-
9
2085640-
7
2085641-
5
2085642-
3
2085644-
9
2085645-
6
2085647-
2
2085648-
0
2085649-
8
2000
2001
2002
2003
01-150491-2002
/
2002.120.108209-5
0.00 0.00 157.83
- - - -
- - - -
01-150492-2002
/
2002.120.108506-0
01-139324-2003
/
2005.120.049211-9
01-136469-2004
/
2005.120.049211-9
01-129030-2005
/
2005.120.049211-9
152
0.00 0.00 1,764.14
0.00 0.00
0.00 0.00
0.00 0.00
4,350.35
- - - - -
- - - - -
2005
2002
2085650-
6 -
2085651-
4
01-124805-2007
/
2009.001.240676-0
01-136470-2004
/
2006.120.020309-4
2,214.60 221.46 191.75
0.00 0.00 315.78
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
2004
- - - -
01-139253-2006
/
2008.001.317104-0
0.00 0.00 309.46

344
345
346
348
349
350
351
352
353
354
355
DOCS - 351174v1
2085652-
2
2004
2085653-
0 -
2085654-
8
2085656-
3
2085657-
1
2085658-
9
2085659-
7
2085660-
5
2085661-
3
2085662-
1
2085663-
9
2000
2001
2002
2003
2004
2005
2006
01-139254-2006
/
2008.001.317963-3
0.00 0.00 309.46
- - - -
01-150495-2002
/
2004.120.043539-0
01-139325-2003
/
2004.120.043539-0
01-136471-2004
/
2006.120.038064-2
01-129033-2005
/
2006.120.038064-2
01-139255-2006
/
2006.120.038064-2
01-124809-2007
/
2009.001.254779-3
01-119669-2008
/
2009.001.254779-3
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
399.22
857.51
659.42
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
2001
2002
01-139327-2003
/
2005.120.039411-0
01-136472-2004
/
2005.120.039411-0
0.00 0.00
0.00 0.00
343.35
153

356
401
402
403
501
502
503
504
601
602
603
701
702
703
704
705
801
802
803
804
DOCS - 351174v1
2085664-
7 -
2085665-
4
2085666-
2
2085667-
0
2085669-
6
2085670-
4
2085671-
2
2085672-
0
2085675-
3
2085676-
1
2085677-
9
2085680-
3
2085681-
1
2085682-
9
2085683-
7
2085684-
5
2085687-
8
2085688-
6
2085689-
4
2085690-
2
2000
- - - -
01-179714-2002
/
2004.120.051424-1
154
0.00 0.00 2,599.71
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
2002
01-140744-2004
/
2005.120.067452-0
0.00 0.00 148.87
- - - - -
- - - - -
2005
2006
01-124819-2007
/
2009.001.274704-6
01-119677-2008
/
2009.001.274704-6
0.00 0.00
0.00 0.00
720.60
- - - - -
- - - - -
- - - - -

805
806
807
808
809
810
Cinema
1
Cinema
2
Cinema
3
Cinema
4
Cinema
5
Cinema
6
Parking
Area 1
DOCS - 351174v1
2085691-
0
2085692-
8
2085693-
6
2085694-
4
2085695-
1
2085696-
9
2085697-
7
2085698-
5
2085699-
3
2085700-
9
2085701-
7
2085702-
5
2085668-
8
- - - - -
- - - - -
- - - - -
- - - - -
2001
01-139338-2003
/
2005.120.059174-2
0.00 0.00 404.39
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
2005
01-005011-2007
/
2008.001.201496-0
0.00 0.00 332.93
- - - - -
2000
2001
2003
2004
2004
2005
2006
01-150498-2002
/
2004.120.039582-3
01-139329-2003
/
2004.120.039582-3
01-129034-2005
/
2007.001.144817-1
01-139256-2006
/
2007.001.144817-1
01-005003-2007
/
2007.001.144817-1
01-124812-2007
/
2009.001.276869-4
01-119670-2008
/
257,969.73 25,796.97
6,243.18 624.31
214,674.63 21,467.46
200,239.57 20,023.95
1,441.90 144.19
185,809.22 18,580.92
171,375.41 17,137.54
155
11,665.38
18,307.70
15,810.43

Parking
Area 2
Parking
Area 3
DOCS - 351174v1
2085673-
8
2085674-
6
2007
2000
2001
2003
2004
2004
2005
2006
2007
2000
2001
2003
2004
2004
2005
2009.001.276869-4
01-113307-2009
/
0260999-
44.2011.819.0001
01-150500-2002
/
2004.120.027489-8
01-139330-2003
/
2004.120.027489-8
01-129035-2005
/
2007.001.140176-2
01-139257-2006
/
2007.001.140176-2
01-005004-2007
/
2007.001.140176-2
01-124813-2007
/
2009.001.252496-3
01-119671-2008
/
2009.001.252496-3
01-113308-2009
/
2009.001.252496-3
01-150501-2002
/
2004.120.043540-7
01-139331-2003
/
2004.120.043540-7
01-129036-2005
/
2007.001.157421-8
01-139258-2006
/
2007.001.157421-8
01-005005-2007
/
2007.001.157421-8
01-124814-2007
/
156
109,502.69 10,950.26 4,875.50
333,140.97 33,314.09
6,184.00 618.40
277,234.24 27,723.42
258,594.26 25,859.42
5,367.40 536.74
239,956.85 23,995.68
221,318.15 22,131.81
141,295.20 14,129.52
333,140.97 33,314.10
6,183.94 618.39
277,234.24 27,723.42
258,594.26 25,859.43
5,367.40 536.74
14,954.90
21,532.09
21,532.09
14,954.90
21,532.09
239,956.85 23,995.68 21,532.09

Parking
Area 4
Parking
Area 5
DOCS - 351174v1
2085678-
7
2085679-
5
2006
2007
2000
2001
2001
2003
2004
2005
2006
2007
2000
2001
2001
2003
2009.001.254780-0
01-119672-2008
/
2009.001.254780-0
01-113309-2009
/
2009.001.254780-0
01-150503-2002
/
2004.120.039583-5
01-139332-2003
/
2004.120.039583-5
01-139333-2003
/
2004.120.039583-5
01-129037-2005
/
2007.001.144818-3
01-139259-2006
/
2007.001.144818-3
01-124815-2007
/
2007.001.144818-3
01-119673-2008
/
0032938-
94.2010.819.0001
01-113310-2009
/
0032938-
94.2010.819.0001
01-150504-2002
/
2004.120.047442-5
01-139334-2003
/
2004.120.047442-5
01-139335-2003
/
2004.120.047442-5
01-129038-2005
/
2007.001.162722-3
221,318.15 22,131.81
141,295.20 14,129.52
333,140.97 33,314.10
6,184.00 618.40
86,265.53 8,626.55
277,234.24 27,723.42
258,594.26 25,859.43
239,956.85 23,995.68
221,318.15 22,131.81
141,295.20 14,129.52
333,140.97 33,314.10
6,184.00 618.40
86,265.53 8,626.55
277,234.24 27,723.42
2004 01-139260-2006 258,594.26 25,859.43
157
18.731,84
21,532.09
16,049.29
18,731.84
21,532.09

Parking
Area 6
Parking
Area 7
DOCS - 351174v1
2085685-
2
2085686-
0
2005
2006
2007
2000
2001
2003
2004
2004
2005
2006
2007
2000
2001
2003
/
2007.001.162722-3
01-124816-2007
/
2007.001.162722-3
01-119674-2008
/
0035433-
14.2010.819.0001
01-113311-2009
/
0035433-
14.2010.819.0001
01-150505-2002
/
2004.120.051425-3
01-139336-2003
/
2004.120.051425-3
01-129039-2005
/
2007.001.128625-0
01-139261-2006
/
2007.001.128625-0
01-005006-2007
/
2007.001.128625-0
01-124817-2007
/
2009.001.264917-6
01-119675-2008
/
2009.001.264917-6
01-113312-2009
/
2009.001.264917-6
01-150506-2002
/
2004.120.031443-4
01-139337-2003
/
2004.120.031443-4
01-129040-2005
/
2007.001.142047-1
239,956.85 23,995.68
221,318.15 22,131.81
141,295.20 14,129.52
333,140.97 33,314.10
6,184.00 618.40
277,234.24 27,723.42
258,594.26 25,859.43
5,367.40 536.74
239,956.85 23,995.68
221,318.15 22,131.81
141,295.20 14,129.52
333,140.97 33,314.10
7,647.94 764.79
158
16,049.29
14,954.90
21,532.09
21,532.09
15,019.00
277,234.24 27,723.42 21,532.09

DOCS - 351174v1
2004
2004
2005
2006
2007
01-139262-2006
/
2007.001.142047-1
01-005007-2007
/
2007.001.142047-1
01-124818-2007
/
2009.001.267366-0
01-119676-2008
/
2009.001.267366-0
01-113313-2009
/
2009.001.267366-0
258,594.26 25,859.43
1,742.18 174.22
239,956.85 23,995.68
221,318.15 22,131.81
141,295.20 14,129.52
159
21,532.09
TOTAL 10,207,652.27 1,020,765.12 426,591.16
As mentioned above, it is important to highlight that:
(i) the total amount of R$ 11,6 million is already subject to tax foreclosures; and
(ii) Brookfield has not confirmed weather such amount was deposited either in
court or administratively.
According to the certificate issued on October 04, 2011, there are judgment liens
(penhoras) registered in the enrollment of Botafogo Praia Shopping with the Real State
Registry in relation with the following tax foreclosures:
Suite Tax Enrollment CDA / Tax Foreclosure
136 2085532-6 01-150471-2002 / 2002.120.107945-0
303 2085611-8 01-1504852002 / 2002.120.107823-7
223 2085573-0
212 2085562-3
310 2085618-3
254 2085604-3
346 2085654-8
330 2085638-1
01-150476-2002 and 01-139310-2003 /
2004.120.027488-6
01-150475-2002 and 01-139306-2003 /
2004.120.035638-6
01-150486-2002 and 01-139317-2003 /
2004.120.039581-1
01-150482-2002 and 01-139312-2003 /
2004.120.043538-9
01-150495-2002 and 01-139325-2003 /
2004.120.043539-0
01-139324-2003, 01-136469-2004 and 01-
129030-2005 / 2005.120.049211-9
306 2085614-2 01-139316-2003 / 2005.120.052509-5
401 2085665-4 01-179714-2002 / 2004.120.051424-1

DOCS - 351174v1
302 2085610-0
315 2085623-3
160
01-139313-2003, 01-136460-2004 and 01-
129023-2005 / 2005.120.036106-2
01-139318-2003, 01-136464-2004 and 01-
129026-2005 / 2005.120.039410-9
305 2085613-4 01-1393152003 / 2005.120.039409-2
355 2085663-9
01-139327-2003 and 01-136472-2004 /
2005.120.039411-0
Cinema 5 2085701-7 01-005011-2007 / 2008.001.201496-0
Cinema 1 2085697-7 01-005008-2007 / 2008.001.207999-0
1.2. IPTU debts regarding the tax years from 2009 on
Regarding IPTU debts in connection with the tax years from 2009 on, Brookfield has
provided the certificate issued by the Municipality of Rio de Janeiro in name of São Marcos
Empreendimentos Imobiliários Ltda., related to the tax enrollment no. 0560132-3, in which the
total amount of R$ 18,7 million is indicated as follows:
Tax Year
IPTU
(Amount Assessed)
IPTU
(Amount updated in
September 2011)
2009 3,352,665.00 4,121,816.40
2010 5,428,980.00 7,968,853.43
2011 5,743,316.00 6,653,631.56
Total 14,524,961.00 18,744,301.39
As mentioned above, it is important to emphasize that such amount of R$ 18,7 million:
(i) is not recorded in the list of debtors of the Municipality of Rio de Janeiro and,
therefore, is not subject to tax foreclosures;
(ii) has been subject to deposits at the administrative level; and
(iii) is subject to two lawsuits (Annulment Action no. 0353562-57.2011.8.19.001
and Writ of Mandamus no. 0079711-03.2010.8.19.001).
2. Social Contributions
In order to proceed with the registry of the last habite-se, related to an expansion of
Botafogo Praia Shopping occurred in 1999, the Real Estate Registry is requiring the social
security contribution clearance certificate of construction works regarding such expansion.
With the registry of the last habite-se and the institution of a condominium (in which
suites of Botafogo Praia Shopping should represent independent real estates, for IPTU
purposes), we are aware that the co-owners of the shopping are planning to request to the
Municipality of Rio de Janeiro to change the criteria of the assessment of IPTU adopted as of
2009, as mentioned above in item “1. Urban Property Tax (IPTU)”.

Considering that the co-owners of Botafogo Praia Shopping do not have such
clearance certificate, a despachante was hired in the beginning of 2011 to obtain this
document. However, this certificate has not yet been issued by the Internal Revenue Service.
If the despachante is not able to obtain this certificate, the co-owners apparently would
be willing to pay the amount supposedly due to obtain this clearance certificate. When the
despachante was hired, she informed that such amount would be approximately R$ 700
thousand. However, in November 2011, she has informed that such amount was reduced to
R$ 20 thousand. It was not possible to validate such amount.
No document has been provided by Brookfield in connection with this clearance
certificate of social contributions of Botafogo Praia Shopping.
3. Tax Proceedings (Botafogo Praia Shopping)
According to the information obtained during this due diligence and during the due
diligence related to the acquisition of São Marcos Empreendimentos Imobiliários Ltda., there
are seventy four tax judicial proceedings (seventy two tax foreclosures and the two above
mentioned lawsuits filed by the co-owners of the shopping) and one administrative proceeding
involving Botafogo Praia Shopping. Brookfield, however, has not provided any information on
lawsuits involving Botafogo Praia Shopping.
that:
1.
DOCS - 351174v1
Below, we present a summary of each one of the above mentioned cases. Please note
(i) the chances of success related to each of the tax foreclosures is an estimate
provided by the counsel responsible for the case during the due diligence
related to the acquisition of São Marcos Empreendimentos Imobiliários Ltda.;
(ii) the State Court of Rio de Janeiro’s website does not mention which legal entity
or individual is the other defendant in the following tax foreclosures.
Considering that the taxpayers of the IPTU levied on Botafogo Praia Shopping
are its co-owners, probably the other defendant was co-owner of Botafogo
Praia Shopping when the correspondent tax foreclosure was filed; and
(iii) the amount subject to each tax foreclosure, that was obtained in the
Municipality of Rio de Janeiro’s website:
Lawsuit no.: 2004.120.039582-3
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
161

2.
DOCS - 351174v1
162
IPTU levied on Parking Area 1 of Botafogo Praia Shopping (tax
enrollment no. 2085668-8), regarding tax years 2000 and 2001.
Status: Stay of Execution no. 2006.001.120329-8 filed by the
defendants in which the following points were mentioned:
(i) the impossibility to demand IPTU according to the
progressive rates system; (ii) the impossibility to demand the
Garbage Duty, given the fact that the relevant service is not
effectively rendered by the Municipality; (iii) the parking area’s
address is Rua Professor Alfredo Gomes and not Praia de
Botafogo no. 400; and (iv) it is mandatory that the overdue
federal liabilities certificate indicates the relevant administrative
proceeding in which the IPTU was assessed. The proceeding
is pending of the decision to be granted on the stay of
execution.
Value of the matter in
controversy:
Chances of Success: N/A.
R$ 302,299.57, updated in November 2011 (R$ 257,969.73
(tax year 2000) + R$ 25,796,97 (attorney’s fee - tax year 2000)
+ R$ 6,243.18 (tax year 2001) + R$ 624.31 (attorney’s fee - tax
year 2001) + R$ 11,665.38 (judicial expenses)).
Comments: In accordance with the jurisprudence of the Supreme Court, the
municipal tax authorities are not allowed to demand IPTU
according to the progressive rates system during tax year
2000, and, consequently, we understand that the chances of
success in this lawsuit, regarding this particular issue, are
possible. In addition, according to the Supreme Court
Jurisprudence, the triggering event of tax is the use or potential
use of a given service to be rendered by the municipality, and,
as a result, we understand that the chances of success,
concerning the Garbage Duty, are remote. Regarding the issue
related to the parking area’s address, we understand that the
defendants’ chances of success are possible. Finally, in
accordance with the jurisprudence of the State Court of Rio de
Janeiro, it is not necessary that the overdue federal liabilities
certificate indicates the relevant administrative proceeding in
which the IPTU was assessed.
Lawsuit no.: 2004.120.027489-8
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on Parking Area 2 of Botafogo Praia Shopping (tax
enrollment no. 2085673-8), regarding tax years 2000 and 2001.
Status: Stay of Execution no. 2006.001.071697-0 filed by the

3.
Value of the matter in
controversy:
Chances of Success: N/A.
DOCS - 351174v1
163
defendants in which the following points were mentioned: (i) the
impossibility to demand IPTU according to the progressive
rates system; (ii) the impossibility to demand the Garbage Duty,
given the fact that the relevant service is not effectively
rendered by the Municipality; (iii) the parking area’s address is
Rua Professor Alfredo Gomes and not Praia de Botafogo no.
400; and (iv) it is mandatory that the overdue municipal
liabilities certificate indicates the relevant administrative
proceeding in which the IPTU was assessed. The proceeding is
pending of the decision to be granted on the stay of execution.
R$ 388,212.36, updated in November 2011 (R$ 333,140.97
(tax year 2000) + R$ 33,314.09 (attorney’s fee - tax year 2000)
+ R$ 6,184.00 (tax year 2001) + R$ 618.40 (attorney’s fee - tax
year 2001) + R$ 14,954.90 (judicial expenses)).
Comments: In accordance with the jurisprudence of the Supreme Court, the
municipal tax authorities are not allowed to demand IPTU
according to the progressive rates system during tax year 2000,
and, consequently, we understand that the chances of success
in this lawsuit, regarding this particular issue, are possible. In
addition, according to the Supreme Court Jurisprudence, the
triggering event of tax is the use or potential use of a given
service to be rendered by the Municipality, and, as a result, we
understand that the chances of success, concerning the
Garbage Duty, are remote. Regarding the issue related to the
parking area’s address, we understand that the defendants’
chances of success are possible. Finally, in accordance with
the jurisprudence of the State Court of Rio de Janeiro, it is not
necessary that the overdue municipal liabilities certificate
indicates the relevant administrative proceeding in which the
IPTU was assessed.
Lawsuit no.: 2004.120.043540-7
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on Parking Area 3 of Botafogo Praia Shopping (tax
enrollment no. 2085674-6), regarding tax years 2000 and 2001.
Status: Petition filed by the defendants, in which the following points
were mentioned: (i) statute of limitation, given that the
defendants’ summoning occurred on May 11, 2006; and (ii) the
IPTU debt has already been collected. The proceeding is
pending of first degree decision.

4.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
164
R$ 388,212.30, updated in November 2011 (R$ 333,140.97
(tax year 2000) + R$ 33,314.10 (attorney’s fee - tax year 2000)
+ R$ 6,183.94 (tax year 2001) + R$ 618.39 (attorney’s fee - tax
year 2001) + R$ 14,954.90 (judicial expenses)).
Comments: In accordance with the information made available on the due
diligence report related to the acquisition of São Marcos
Empreendimentos Imobiliários Ltda., the defendants’
summoning occurred after the five-year statute of limitation,
and, consequently, we understand that defendant’s chances of
success are probable. Regarding the payment of the debt
related to tax year 2001, during an independent research made
by our Law Firm, it was possible to verify that the referred
amount is still pending of payment.
Lawsuit no.: 2004.120.039583-5
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on Parking Area 4 of Botafogo Praia Shopping (tax
enrollment no. 2085678-7), regarding tax years 2000 and 2001.
Status: Stay of execution filed by the defendants in which the following
points were mentioned: (i) the impossibility to demand IPTU
according to the progressive rates system; (ii) the impossibility
to demand the Garbage Duty, given the fact that the relevant
service is not effectively rendered by the Municipality; (iii) the
parking area’s address is Rua Professor Alfredo Gomes and
not Praia de Botafogo no. 400; and (iv) it is mandatory that the
overdue municipal liabilities certificate indicates the relevant
administrative proceeding in which the IPTU was assessed.
The proceeding is pending of the decision to be granted on the
stay of execution.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 479,081.39, updated in November 2011 (R$ 333,140.97
(tax year 2000) + R$ 33,314.10 (attorney’s fee - tax year 2000)
+ R$ 6,184.00 and R$ 86,265.53 (tax year 2001) + R$ 618.40
and R$ 826.55 (attorney’s fee - tax year 2001) + R$ 18,731.84
(judicial expenses)).
Comments: In accordance with the jurisprudence of the Supreme Court, the
municipal tax authorities are not allowed to demand IPTU
according to the progressive rates system during tax year 2000,
and, consequently, we understand that the chances of success
in this lawsuit, regarding this particular issue, are possible. In

5.
6.
Lawsuit no.: 2004.120.047442-5
DOCS - 351174v1
165
addition, according to the Supreme Court Jurisprudence, the
triggering event of tax is the use or potential use of a given
service to be rendered by the Municipality, and, as a result, we
understand that the chances of success, concerning the
Garbage Duty, are remote. Regarding the issue related to the
parking area’s address, we understand that defendants’
chances of success are possible. Finally, in accordance with
the jurisprudence of the State Court of Rio de Janeiro, it is not
necessary that the overdue municipal liabilities certificate
indicates the relevant administrative proceeding in which the
IPTU was assessed.
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on Parking Area 5 of Botafogo Praia Shopping (tax
enrollment no. 2085679-5), regarding tax years 2000 and 2001.
Status: Petition filed by the defendants alleging the five-year statute of
limitation. The proceeding is pending of first degree decision.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 479,081.39, updated in November 2011 (R$ 333,140.97
(tax year 2000) + R$ 33,314.10 (attorney’s fee - tax year 2000)
+ R$ 6,184.00 and R$ 86,265.53 (tax year 2001) + R$ 618.40
and R$ 826.55 (attorney’s fee - tax year 2001) + R$ 18,731.84
(judicial expenses)).
Comments: We have not been provided with the necessary documentation
to analyze the statute of limitation matter and, as a result, we
are not able to analyze the defendants’ chances of success.
Lawsuit no.: 2004.120.051425-3
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th Sate Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on Parking Area 6 of Botafogo Praia Shopping (tax
enrollment no. 2085685-2), regarding tax years 2000 and 2001.
Status: Petition filed by the defendants alleging the statute of limitation.
The proceeding is pending of first degree decision.
Value of the matter in
controversy:
R$ 388,212.37, updated in November 2011 (R$ 333,140.97
(tax year 2000) + R$ 6,184.00 (tax year 2001) + R$ 33,314.10

7.
Chances of Success: N/A
DOCS - 351174v1
166
(attorney’s fee - tax year 2000) + R$ 618.40 (attorney’s fee - tax
year 2001) + R$ 14,954.90 (judicial expenses)).
Comments: We have not been provided with the necessary documentation
to analyze the statute of limitation matter and, as a result, we
are not able to analyze the defendants’ chances of success.
Lawsuit no.: 2004.120.031443-4
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on Parking Area 7 of Botafogo Praia Shopping (tax
enrollment no. 2085686-0), regarding tax years 2000 and 2001.
Status: Stay of Execution no. 2007.001.000504-6 filed by the
defendants in which the following points were mentioned: (i) the
impossibility to demand IPTU according to the progressive
rates system; (ii) the impossibility to demand the Garbage Duty,
given the fact that the relevant service is not effectively
rendered by the Municipality; and (iii) the parking area’s
address is Rua Professor Alfredo Gomes and not Praia de
Botafogo no. 400; and (iv) it is mandatory that the overdue
municipal liabilities certificate indicates the relevant
administrative proceeding in which the IPTU was assessed.
The proceeding is pending of the decision to be granted on the
stay of execution.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 389,886.80, updated in November 2011 (R$ 333,140.97
(tax year 2000) + R$ 33,314.10 (attorney’s fee - tax year 2000)
+ R$ 7,647.94 (tax year 2001). + R$ 764.79 (attorney’s fee - tax
year 2001) + R$ 15,019.00 (judicial expenses)).
Comments: In accordance with the jurisprudence of the Supreme Court, the
municipal tax authorities are not allowed to demand IPTU
according to the progressive rates system during tax year 2000,
and, consequently, we understand that the chances of success
in this lawsuit, regarding this particular issue, are possible. In
addition, according to the Supreme Court Jurisprudence, the
triggering event of tax is the use or potential use of a given
service to be rendered by the Municipality, and, as a result, we
understand that the chances of success, concerning the
Garbage Duty, are remote. Regarding the issue related to the
parking area’s address, we understand that defendants’
chances of success are possible. Finally, in accordance with
the jurisprudence of the State Court of Rio de Janeiro, it is not

8.
9.
Lawsuit no.: 2007.001.142047-1
DOCS - 351174v1
167
necessary that the overdue municipal liabilities certificate
indicates the relevant administrative proceeding in which the
IPTU was assessed.
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on Parking Area 7 of Botafogo Praia Shopping (tax
enrollment no. 2085686-0), regarding tax years 2003 and 2004.
Status: In accordance with the information provided by the State
Court’s website, the defendants filed the Stay of Execution no.
2008.001.032726-0. The proceeding is pending of the decision
to be granted on the stay of execution.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 537,570.68, updated in November 2011 (R$ 277,234.24
(tax year 2003) + R$ 27,723.42 (attorney’s fee - tax year 2003)
+ R$ 258,594.26 and R$ 1,742.18 (tax year 2004) +
R$ 25,859.43 (attorney’s fee - tax year 2004) + R$ 21,532.09
(judicial expenses)).
Comments: Given the fact that we were not provided with the copy of the
defense filed by the defendants, we have no elements to
analyze the defendants’ chances of success.
Lawsuit no.: 2006.120.024208-7
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 122 of Botafogo Praia Shopping (tax
enrollment no. 2085518-5), regarding tax year 2002.
Status: In accordance with the information provided by the State
Court’s website, the defendants were summoned of such tax
foreclosure in 2007. However, the referred website does not
mention if the defendants have filed any defense.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 306.69 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, this debt
was extinguished by payment.

10.
11.
12.
Lawsuit no.: 2005.120.067451-9
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 146 of Botafogo Praia Shopping (tax
enrollment no. 2085542-5), regarding tax year 2001.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
DOCS - 351174v1
R$ 141.47 (judicial expenses), updated in November 2011.
Chances of Success: The final decision was favorable to the defendants.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2001 were extinguished by payment.
Lawsuit no.: 2004.120.035638-6
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 212 of Botafogo Praia Shopping (tax
enrollment no. 2085562-3), regarding tax years 2000-2003.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 603.33 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2000 and 2001 were extinguished by
payment.
Lawsuit no.: 2005.120.032150-7
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
168

13.
14.
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 221 of Botafogo Praia Shopping (tax
enrollment no. 2085.571-4), regarding tax years 2001-2002.
Status: The proceeding is pending on first degree decision.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
R$ 745.60 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2001 and 2002 were extinguished by
payment.
Lawsuit no.: 2004.120.027488-6
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 223 of Botafogo Praia Shopping (tax
enrollment no. 2085573-0), regarding tax years 2000-2001.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
R$ 534.39 (judicial expenses), updated in November 2011.
Chances of Success: The final decision was favorable to the defendants.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2000 and 2001 were extinguished by
payment.
Lawsuit no.: 2006.120.030348-9
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 223 of Botafogo Praia Shopping (tax
enrollment no. 2085573-0), regarding tax years 2002-2004.
Status: In accordance with the information provided by the State
Court’s website, the defendants were summoned of such tax
foreclosure in 2007. However, the referred website does not
mention if the defendants have filed any defense.
Value of the matter in R$ 706,33 (judicial expenses), updated in November 2011.
169

15.
16.
controversy:
Chances of Success: N/A
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2002, 2003 and 2004 were extinguished by
payment.
Lawsuit no.: 2005.120.049210-7
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 228 of Botafogo Praia Shopping (tax
enrollment no. 2085578-9), regarding tax years 2001-2002.
Status: The proceeding is pending on first degree decision.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
R$ 874.21 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2001 and 2002 were extinguished by
payment
Lawsuit no.: 2004.120.031442-2
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 256 of Botafogo Praia Shopping (tax
enrollment no. 2085606-8), regarding tax year 2000.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
R$ 257.91 (judicial expenses), updated in November 2011.
Chances of Success: The final decision was favorable to the defendants.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2000 was extinguished by payment.
170

17.
18.
19.
Lawsuit no.: 2003.120.014472-1
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 302 of Botafogo Praia Shopping (tax
enrollment no. 2085.610-0), regarding tax year 2000.
Status: The proceeding is pending on first degree decision.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
R$ 374.96 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2000 was extinguished by payment.
Lawsuit no.: 2005.120.036106-2
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 302 of Botafogo Praia Shopping (tax
enrollment no. 2085610-0), regarding tax years 2001-2003.
Status: The final decision was favorable to the defendants.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 808.06 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2001, 2002 and 2003 were extinguished by
payment.
Lawsuit no.: 2002.120.107823-7
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 303 of Botafogo Praia Shopping (tax
enrollment no. 2085.611-8), regarding tax year 2000.
Status: In accordance with the information provided by the State
171

20.
21.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
172
Court’s website, the first instance decision was favorable to the
defendants.
R$ 325.38 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2000 was extinguished by payment.
Lawsuit no.: 2004.120.039581-1
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 310 of Botafogo Praia Shopping (tax
enrollment no. 2085.618-3), regarding tax years 2000-2001.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
R$ 742.99 (judicial expenses), updated in November 2011.
Chances of Success: The final decision was favorable to the defendants.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2000 and 2001 were extinguished by
payment.
Lawsuit no.: 2006.120.042118-8
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 312 of Botafogo Praia Shopping (tax
enrollment no. 2085.620-9), regarding tax year 2002.
Status: In accordance with the information provided by the State
Court’s website, the defendants were summoned of such tax
foreclosure in 2007. However, the referred website does not
mention if the defendants have filed any defense.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 346.57 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State

22.
23.
24.
Lawsuit no.: 2005.120.039410-9
DOCS - 351174v1
173
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2002 was extinguished by payment.
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 315 of Botafogo Praia Shopping (tax
enrollment no. 2085623-3), regarding tax years 2001-2003.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 2,007.62 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax year 2001, 2002 and 2003 were extinguished by
payment.
Lawsuit no.: 2002.120.108209-5
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 327 of Botafogo Praia Shopping (tax
enrollment no. 2085635-7), regarding tax year 2000.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 157.83 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the
referred debt was extinguished by payment.
Lawsuit no.: 2002.120.108506-0
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other

25.
26.
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 330 of Botafogo Praia Shopping (tax
enrollment no. 2085638-1), regarding tax year 2000.
Status: The proceeding is pending on first degree decision.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
R$ 1,764.14 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2000 was extinguished by payment.
Lawsuit no.: 2005.120.049211-9
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 330 of Botafogo Praia Shopping (tax
enrollment no. 2085.638-1), regarding tax years 2001-2003.
Status: The State Court’s website does not mention if the defendants
have already been summoned of such tax foreclosure.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 4,350.35 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax year 2001, 2002 and 2003 were extinguished by
payment.
Lawsuit no.: 2006.120.020309-4
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 334 of Botafogo Praia Shopping (tax
enrollment no. 2085.642-3), regarding tax year 2002.
Status: In accordance with the information provided by the State
Court’s website, the defendants were summoned of such tax
foreclosure in 2007. However, the referred website does not
mention if the defendants have filed any defense.
Value of the matter in R$ 315.78 (judicial expenses), updated in November 2011.
174

27.
28.
29.
controversy:
Chances of Success: N/A
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2002 was extinguished by payment.
Lawsuit no.: 2004.120.051424-1
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 401 of Botafogo Praia Shopping (tax
enrollment no. 2085.665-4), regarding tax year 2000.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
DOCS - 351174v1
R$ 2,599.71 (judicial expenses), updated in November 2011.
Chances of Success: The final decision was favorable to the defendants.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2000 was extinguished by payment.
Lawsuit no.: 2005.120.059174-2
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 809 of Botafogo Praia Shopping (tax
enrollment no. 2085.695-1), regarding tax year 2001.
Status: The State Court’s website does not mention if the defendants
have already been summoned of such tax foreclosure.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 404.39 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2001 was extinguished by payment.
Lawsuit no.: 2007.001.144817-1
Plaintiff (s): Municipality of Rio de Janeiro
175

30.
31.
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on Parking Area 1 of Botafogo Praia Shopping (tax
enrollment no. 2085.668-8), regarding tax years 2003 and
2004.
Status: In accordance with the information provided by the State
Court’s website, the defendants filed the Stay of Execution
no. 2008001132006-5. The proceeding is pending of the
decision to be granted on the stay of execution.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
176
R$ 476,229.40, updated in November 2011 (R$ 214,674.63
(tax year 2003) + R$ 21,467.46 (attorney’s fee - tax year 2003)
+ R$ 200,239.57 and R$ 1,441.90 (tax year 2004) +
R$ 20,023.95 and R$ 144.19 (attorney’s fee - tax year 2004) +
R$ 18,307.70 (judicial expenses)).
Comments: Given the fact that we were not provided with the copy of the
defense filed by the defendants, we have no elements to
analyze the defendants’ chances of success.
Lawsuit no.: 2007.001.140176-2
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on Parking Area 2 of Botafogo Praia Shopping (tax
enrollment no. 2085673-8), regarding tax years 2003-2004.
Status: In accordance with the information provided by the State
Court’s website, the defendants were summoned of such tax
foreclosure in 2007. However, the referred website does not
mention if the defendants have filed any defense.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 595,315.48, updated in November 2011 (R$ 277,234.24
(tax year 2003) + R$ 27,723.42 (attorney’s fee - tax year 2003)
+ R$ 258,594.26 and R$ 5,367.40 (tax year 2004). +
R$ 25,859.42 and R$ 536.74 (attorney’s fee - tax year 2004) +
R$ 21,532.09 (judicial expenses)).
Comments: We have no elements to analyze the defendants’ chances of
success.
Lawsuit no.: 2007.001.157421-8
Plaintiff (s): Municipality of Rio de Janeiro

32.
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on Parking Area 3 of Botafogo Praia Shopping (tax
enrollment no. 2085674-6), regarding tax years 2003-2004.
Status: In accordance with the information provided by the State
Court’s website, the defendants filed the Stay of Execution
no. 2008.001.122132-4. The proceeding is pending of the
decision to be granted on the stay of execution.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
177
R$ 616,847.58, updated in November 2011 (R$ 277,234.24
(tax year 2003) + R$ 27,723.42 (attorney’s fee - tax year 2003)
+ R$ 258,594.26 and R$ 5,367.40 (tax year 2004) +
R$ 25,859.43 and R$ 536.74 (attorney’s fee - tax year 2004) +
R$ 21,532.09 (judicial expenses)).
Comments: We have no elements to analyze the defendants’ chances of
success.
Lawsuit no.: 2007.001.144818-3
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on Parking Area 4 of Botafogo Praia Shopping (tax
enrollment no. 2085678-7), regarding tax years 2003-2005.
Status: In accordance with the information provided by the State
Court’s website, the defendants filed the Stay of Execution
no. 2009.001.221813-0. Even though the mentioned website
indicates that final decisions have already been granted in the
tax foreclosure and stay of execution, the State Court’s and
Municipal General Attorney’s website indicate that the debts
subject to such lawsuits remain unpaid.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 874,895.97, updated in November 2011 (R$ 277,234.24
(tax year 2003) + R$ 27,723.42 (attorney’s fee - tax year 2003)
+ R$ 258,594.26 (tax year 2004) + R$ 25,859.43 (attorney’s
fee - tax year 2004) + R$ 239,956.85 (tax year 2005) +
R$ 23,995.68 (attorney’s fee - tax year 2005) + R$ 21,532.09
(judicial expenses)).
Comments: Given the fact that we were not provided with the copy of the
defense filed by the defendants, we have no elements to
analyze the defendants’ chances of success.

33.
34.
Lawsuit no.: 2007.001.162722-3
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on Parking Area 5 of Botafogo Praia Shopping (tax
enrollment no. 2085.679-5), regarding tax years 2003, 2004
and 2005.
Status: In accordance with the information provided by the State
Court’s website, the defendants filed the Stay of Execution
no. 2008.001.137358-6. The proceeding is pending of the
decision to be granted on the stay of execution.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
178
R$ 874,895.97, updated in November 2011 (R$ 277,234.24
(tax year 2003) + R$ 27,723.42 (attorney’s fee - tax year 2003)
+ R$ 258,594.26 (tax year 2004) + R$ 25,859.43 (attorney’s
fee - tax year 2004) + R$ 239,956.85 (tax year 2005) +
R$ 23,995.68 (attorney’s fee - tax year 2005) + R$ 21,532.09
(judicial expenses)).
Comments: Given the fact that we were not provided with the copy of the
defense filed by the defendants, we have no elements to
analyze the defendants’ chances of success.
Lawsuit no.: 2007.001.128625-0
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on Parking Area 6 of Botafogo Praia Shopping (tax
enrollment no. 2085.685-2), regarding tax years 2003-2004.
Status: In accordance with the information provided by the State
Court’s website, the defendants filed the Stay of Execution
no. 2008.001.135731-3. The proceeding is pending of the
decision to be granted on the stay of execution.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 541,195.90, updated in November 2011 (R$ 277,234.24
(tax year 2003) + R$ 27,723.42 (attorney’s fee - tax year 2003)
+ R$ 258,594.26 and R$ 5,367.40 (tax year 2004) +
R$ 25,859.43 and R$ 536.74 (attorney’s fee - tax year 2004) +
R$ 21,532.09 (judicial expenses)).
Comments: Given the fact that we were not provided with the copy of the
defense filed by the defendants, we have no elements to

35.
36.
37.
Lawsuit no.: 2002.120.108115-7
DOCS - 351174v1
analyze the defendants’ chances of success.
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 326 of Botafogo Praia Shopping (tax
enrollment no. 2085.634-0), regarding tax year 2000.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 157.83 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the
referred debt was extinguished by payment.
Lawsuit no.: 2004.120.043538-9
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 254 of Botafogo Praia Shopping (tax
enrollment no. 2085.604-3), regarding tax years 2000 -2001.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
R$ 805.20 (judicial expenses), updated in November 2011.
Chances of Success: The final decision was favorable to the defendants.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2000 and 2001 were extinguished by
payment.
Lawsuit no.: 2004.120.043539-0
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
179

38.
39.
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 346 of Botafogo Praia Shopping (tax
enrollment no. 2085654-8), regarding tax years 2000-2001.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
DOCS - 351174v1
R$ 399.22 (judicial expenses), updated in November 2011.
Chances of Success: The final decision was favorable to the defendants.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax years 2000 to 2006 were extinguished by
payment.
Lawsuit no.: 2005.120.052509-5
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 306 of Botafogo Praia Shopping (tax
enrollment no. 2085614-2), regarding tax year 2001.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 152.40 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2001 was extinguished by payment.
Lawsuit no.: 2006.120.038063-0
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 254 of Botafogo Praia Shopping (tax
enrollment no. 2085604-3), regarding tax years 2002 and
2003.
Status: The State Court’s website does not mention if the defendants
have already been summoned of such tax foreclosure.
180

40.
41.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
R$ 642.08 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2002 and 2003 were extinguished by
payment.
Lawsuit no.: 2006.120.038064-2
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Property Tax levied on suite 346 of Botafogo Praia Shopping
(tax enrollment no. 2085.654-8), regarding tax years 2002,
2003 and 2004.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
R$ 857.51 (judicial expenses), updated in November 2011.
Chances of Success: The final decision was favorable to the defendants.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2002, 2003 and 2004 were extinguished by
payment.
Lawsuit no.: 2003.120.072372-1
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 104 of Botafogo Praia Shopping (tax
enrollment no. 2085500-3), regarding tax year 2000.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 181.09 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
181

42.
43.
Lawsuit no.: 2009.001.290281-7
DOCS - 351174v1
182
Court’s and Municipal General Attorney’s websites, the debt
regarding to the tax years 2000 was extinguished by payment.
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 104 of Botafogo Praia Shopping (tax
enrollment no. 2085500-3), regarding tax years 2005-2006.
Status: In accordance with the information provided by the State
Court’s website, the defendants were summoned of such tax
foreclosure in 2010. However, the referred website does not
mention if the defendants have filed any defense.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 605.44 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2005 and 2006 were extinguished by
payment.
Lawsuit no.: 2009.001.252495-1
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 107 of Botafogo Praia Shopping (tax
enrollment no. 2085503-7), regarding tax year 2005.
Status: In accordance with the information provided by the State
Court’s website, the defendants were summoned of such tax
foreclosure in 2010. However, the referred website does not
mention if the defendants have filed any defense.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 397.07 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2005 was extinguished by payment.

44.
45.
46.
Lawsuit no.: 2002.120.107945-0
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 136 of Botafogo Praia Shopping (tax
enrollment no. 2085532-6), regarding tax year 2000.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
R$ 601.29 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2000 was extinguished by payment.
Lawsuit no.: 2006.120.038062-9
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 136 of Botafogo Praia Shopping (tax
enrollment no. 2085534-2), regarding tax year 2002.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 141.47 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2002 was extinguished by payment.
Lawsuit no.: 2006.120.024209-9
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 142 of Botafogo Praia Shopping (tax
183

47.
48.
DOCS - 351174v1
enrollment no. 2085538-3), regarding tax year 2002.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 141.47 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2002 was extinguished by payment.
Lawsuit no.: 2009.001.288282-0
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 143 of Botafogo Praia Shopping (tax
enrollment no. 2085539-1), regarding tax years 2005-2006.
Status: In accordance with the information provided by the State
Court’s website, the defendants were summoned of such tax
foreclosure in 2010. However, the referred website does not
mention if the defendants have filed any defense.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 736.94 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2005-2006 were extinguished by payment.
Lawsuit no.: 2006.120.048537-3
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 149 of Botafogo Praia Shopping (tax
enrollment no. 2085545-8), regarding tax year 2002.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 141.47 (judicial expenses), updated in November 2011.
184

49.
50.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2002 and 2003 were extinguished by
payment.
Lawsuit no.: 2009.001.267365-8
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 206 of Botafogo Praia Shopping (tax
enrollment no. 2085556-5), regarding tax years 2005, 2006
and 2007.
Status: In accordance with the information provided by the State
Court’s website, the defendants were summoned of such tax
foreclosure in 2010. However, the referred website does not
mention if the defendants have filed any defense.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
R$ 1,217.27 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2005, 2006 and 2007 were extinguished by
payment.
Lawsuit no.: 2005.120.062431-0
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 207 of Botafogo Praia Shopping (tax
enrollment no. 2085557-3), regarding tax year 2001.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 141.47 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax year 2001 was extinguished by payment.
185

51.
52.
53.
Lawsuit no.: 2006.120.020308-2
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 212 of Botafogo Praia Shopping (tax
enrollment no. 2085562-3), regarding tax years 2002 and
2003.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
R$ 381.35 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2002 and 2003 were extinguished by
payment.
Lawsuit no.: 2006.120.030347-7
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 213 of Botafogo Praia Shopping (tax
enrollment no. 2085563-1), regarding tax year 2002.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 141.47 (judicial expenses), in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax year 2002 was extinguished by payment.
Lawsuit no.: 0162103-97.2010.8.19.0001
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda.
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
186

54.
55.
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 217 of Botafogo Praia Shopping (tax
enrollment no. 2085567-2), regarding tax year 2007.
Status: In accordance with the information provided by the State
Court’s website, the proceeding is pending of first degree
decision.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
R$ 310.87 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2007 was extinguished by payment.
Lawsuit no.: 2008.001.254459-5
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 220 of Botafogo Praia Shopping (tax
enrollment no. 2085570-6), regarding tax years 2004 and
2005.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 997.51 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2004 and 2005 were extinguished by
payment.
Lawsuit no.: 2005.120.039409-2
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 305 of Botafogo Praia Shopping (tax
enrollment no. 2085613-4), regarding tax year 2001.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
187

56.
57.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
R$ 146.89 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax year 2001 was extinguished by payment.
Lawsuit no.: 2009.001.276868-2
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 310 of Botafogo Praia Shopping (tax
enrollment no. 2085618-3), regarding tax years 2005 and
2006.
Status: In accordance with the information provided by the State
Court’s website, the defendants were summoned of such tax
foreclosure in 2010. However, the referred website does not
mention if the defendants have filed any defense.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 483.89 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2005 and 2006 were extinguished by
payment.
Lawsuit no.: 2009.001.240676-0
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 333 of Botafogo Praia Shopping (tax
enrollment no. 2085641-5), regarding tax year 2005.
Status: In accordance with the information provided by the State
Court’s website, the defendants were summoned of such tax
foreclosure in 2010. However, the referred website does not
mention if the defendants have filed any defense.
Value of the matter in
controversy:
Chances of Success: N/A
188
R$ 2,627.81, updated in November 2011 (R$ 2,214.60 (tax
year 2005) + R$ 221.46 (attorney’s fee) + 191.75 (judicial
expenses)).

58.
59.
60.
Comments: N/A
Lawsuit no.: 2008.001.317104-0
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 343 of Botafogo Praia Shopping (tax
enrollment no. 2085651-4), regarding tax year 2004.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
R$ 309.46 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2004 was extinguished by payment.
Lawsuit no.: 2008.001.317963-3
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
IPTU levied on suite 344 of Botafogo Praia Shopping (tax
enrollment no. 20856522), regarding tax year 2004.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 309.46 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2004 was extinguished by payment.
Lawsuit no.: 2009.001.254779-3
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
189

61.
62.
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Property Tax levied on suite 346 of Botafogo Praia Shopping
(tax enrollment no. 2085.654-8), regarding tax years 2005 and
2006.
Status: In accordance with the information provided by the State
Court’s website, the proceeding is pending of first degree
decision.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
R$ 659,42 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2005 and 2006 were extinguished by
payment.
Lawsuit no.: 2005.120.039411-0
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Property Tax levied on suite 355 of Botafogo Praia Shopping
(tax enrollment no. 2085663-9), regarding tax years 2001 and
2002.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 343.35 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2001 and 2002 were extinguished by
payment.
Lawsuit no.: 2005.120.067452-0
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Property Tax levied on suite 703 of Botafogo Praia Shopping
190

63.
64.
DOCS - 351174v1
(tax enrollment no. 2085682-9), regarding tax year 2001.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 148.87 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debt
regarding tax year 2001 was extinguished by payment.
Lawsuit no.: 2009.001.274704-6
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Property Tax levied on suite 801 of Botafogo Praia Shopping
(tax enrollment no. 2085687-8), regarding tax years 2005 and
2006.
Status: In accordance with the information provided by the State
Court’s website, the first instance decision was favorable to the
defendants. Such decision was made final.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 720.60 (judicial expenses), updated in November 2011.
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax years 2005 and 2006 were extinguished by
payment.
Lawsuit no.: 2008.001.201496-0
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Property Tax levied on Cinema 5 of Botafogo Praia Shopping
(tax enrollment no. 2085701-7), regarding tax year 2004.
Status: In accordance with the information provided by the State
Court’s website the first instance decision was favorable to São
Marcos. Such decision was made final.
Value of the matter in R$ 332.93 (judicial expenses), updated in November 2011.
191

65.
66.
controversy:
Chances of Success: N/A
Comments: In accordance with the information provided by the State
Court’s and Municipal General Attorney’s websites, the debts
regarding tax year 2004 was extinguished by payment.
Lawsuit no.: 2009.001.276869-4
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda.
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Property Tax levied on Parking Area 1 of Botafogo Praia
Shopping (tax enrollment no. 2085668-8), regarding tax years
2005 and 2006.
Status: The State Court’s website does not mention if the defendants
have already been summoned of such tax foreclosure.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
192
R$ 408,713.52, updated in November 2011 (R$ 185,809.22
(tax year 2005) + R$ 18,580.92 (attorney’s fee - tax year 2005)
+ R$ 171,375.41 (tax year 2006) + R$ 17,137.54 (attorney’s
fee - tax year 2006) + R$ 15,810.43 (judicial expenses)).
Comments: Given the fact that we were not provided with the copy of the
defense filed by the defendants, we have no elements to
analyze the defendants’ chances of success.
Lawsuit no.: 0260999-44.2011.8.19.0001
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda.
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Property Tax levied on Parking Area 1 of Botafogo Praia
Shopping (tax enrollment no. 2085668-8), regarding tax year
2007.
Status: The State Court’s website does not mention if the defendants
have already been summoned of such tax foreclosure.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 125,328.45, updated in November 2011 (R$ 109,502.69
(tax year 2007) + R$ 10,950.26 (attorney’s fee) + R$ 4,875.50
(judicial expenses)).
Comments: Given the fact that we were not provided with the copy of the
defense filed by the defendants, we have no elements to

67.
68.
Lawsuit no.: 2009.001.252496-3
DOCS - 351174v1
analyze the defendants’ chances of success.
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda.
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Property Tax levied on Parking Area 2 of Botafogo Praia
Shopping (tax enrollment no. 2085673-8), regarding tax years
2005, 2006 and 2007.
Status: The State Court’s website does not mention if the defendants
have already been summoned of such tax foreclosure.
Value of the matter in
controversy:
Chances of Success: N/A
193
R$ 684,359.30, updated in November 2011 (R$ 239,956.85
(tax year 2005) + R$ 23,995.68 (attorney’s fee - tax year 2005)
+ R$ 221,318.15 (tax year 2006) + R$ 22,131.81 (attorney’s
fee - tax year 2006) + R$ 141,295.20 (tax year 2007) +
R$ 14,129.52 (attorney’s fee - tax year 2007) + R$ 21,532.09
(judicial expenses)).
Comments: Given the fact that we were not provided with the copy of the
defense filed by the defendants, we have no elements to
analyze the defendants’ chances of success.
Lawsuit no.: 2009.001.254780-0
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda.
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Property Tax levied on Parking Area 3 of Botafogo Praia
Shopping (tax enrollment no. 2085674-6), regarding tax years
2005, 2006 and 2007.
Status: The State Court’s website does not mention if the defendants
have already been summoned of such tax foreclosure.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 684,359.30, updated in November 2011 (R$ 239,956.85
(tax year 2005) + R$ 23,995.68 (attorney’s fee - tax year 2005)
+ R$ 221,318.15 (tax year 2006) + R$ 22,131.81 (attorney’s
fee - tax year 2006) + R$ 141,295.20 (tax year 2007) +
R$ 14,129.52 (attorney’s fee - tax year 2007) + R$ 21,532.09
(judicial expenses)).
Comments: Given the fact that we were not provided with the copy of the
defense filed by the defendants, we have no elements to

69.
70.
DOCS - 351174v1
analyze the defendants’ chances of success.
Lawsuit no.: 0032938-94.2010.8.19.0001
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Property Tax levied on Parking Area 4 of Botafogo Praia
Shopping (tax enrollment no. 2085678-7), regarding tax years
2006 and 2007.
Status: The State Court’s website does not mention if the defendants
have already been summoned of such tax foreclosure.
Value of the matter in
controversy:
Chances of Success: N/A
194
R$ 414,923.97, updated in November 2011 (R$ 221,318.15
(tax year 2006) + R$ 22,131.81 (attorney’s fee - tax year 2006)
+ R$ 141,295.20 (tax year 2007) + R$ 14,129.52 (attorney’s
fee - tax year 2007) + R$ 16,049.29 (judicial expenses)).
Comments: Given the fact that we were not provided with the copy of the
defense filed by the defendants, we have no elements to
analyze the defendants’ chances of success.
Lawsuit no.: 0035433-14.2010.8.19.0001
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda.
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Property Tax levied on Parking Area 5 of Botafogo Praia
Shopping (tax enrollment no. 2085679-5), regarding tax years
2006 and 2007.
Status: The State Court’s website does not mention if the defendants
have already been summoned of such tax foreclosure.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 414,923.97, updated in November 2011 (R$ 221,318.15
(tax year 2006) + R$ 22,131.81 (attorney’s fee - tax year 2006)
+ R$ 141,295.20 (tax year 2007) + R$ 14,129.52 (attorney’s
fee - tax year 2007) + R$ 16,049.29 (judicial expenses)).
Comments: Given the fact that we were not provided with the copy of the
defense filed by the defendants, we have no elements to
analyze the defendants’ chances of success.

71.
72.
Lawsuit no.: 2009.001.264917-6
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda.
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Property Tax levied on Parking Area 6 of Botafogo Praia
Shopping (tax enrollment no. 2085685-2), regarding tax years
2005, 2006 and 2007.
Status: In accordance with the information provided by the State
Court’s website, the proceeding is pending of first degree
decision.
Value of the matter in
controversy:
Chances of Success: N/A
DOCS - 351174v1
195
R$ 684,359.30, updated in November 2011 (R$ 239,956.85
(tax year 2005) + R$ 23,995.68 (attorney’s fee - tax year 2005)
+ R$ 221,318.15 (tax year 2006) + R$ 22,131.81 (attorney’s
fee - tax year 2006) + R$ 141,295.20 (tax year 2007) +
R$ 14,129.52 (attorney’s fee - tax year 2007) + R$ 21,532.09
(judicial expenses)).
Comments: Given the fact that we were not provided with the copy of the
defense filed by the defendants, we have no elements to
analyze the defendants’ chances of success.
Lawsuit no.: 2009.001.267366-0
Plaintiff (s): Municipality of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Court: 12 th State Treasury Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Property Tax levied on Parking Area 7 of Botafogo Praia
Shopping (tax enrollment no. 2085673-8), regarding tax years
2005, 2006 and 2007.
Status: The State Court’s website does not mention if the defendants
have already been summoned of such tax foreclosure.
Value of the matter in
controversy:
Chances of Success: N/A
R$ 684,359.30, updated in November 2011 (R$ 239,956.85
(tax year 2005) + R$ 23,995.68 (attorney’s fee - tax year 2005)
+ R$ 221,318.15 (tax year 2006) + R$ 22,131.81 (attorney’s
fee - tax year 2006) + R$ 141,295.20 (tax year 2007) +
R$ 14,129.52 (attorney’s fee - tax year 2007) + R$ 21,532.09
(judicial expenses)).
Comments: Given the fact that we were not provided with the copy of the
defense filed by the defendants, we have no elements to
analyze the defendants’ chances of success.

73.
74.
Lawsuit no.: 0353562-57.2011.8.19.0001
Plaintiff (s): São Marcos Empreendimentos Imobiliários Ltda. and
Brookfield Brasil Shopping Centers Ltda.
Defendant (s): Municipality of Rio de Janeiro
Court: 12th State Treasury Court
Nature: Annulment Action
Object: Annulment action filed in order to annul the IPTU levied on
Botafogo Praia Shopping, regarding tax years 2009 and 2011.
As described in item “1. Urban Property Tax (IPTU)”, the
Municipality of Rio de Janeiro, as of 2009, changed the criteria
for assessing IPTU, considering the shopping as one real
estate only, consolidating the previous tax enrollments with the
Municipality in just one tax registry (no. 0560132-3). The
plaintiffs sustain that (i) such assessments did not respect the
legislation in what regards the due process of law, due to the
fact that the plaintiffs could not file their defense
administratively; (ii) the Municipality of Rio de Janeiro could
not assess any complementary IPTU in relation to tax year
2009; and (iii) the Municipality should assess IPTU considering
each suite of the shopping as an independent real estate.
Status: The proceeding is pending of first degree decision.
Value of the matter in
controversy:
Chances of Success: Possible
DOCS - 351174v1
196
R$ 10,775,447.96, updated in November 2011
(R$ 4,121,816.40 (tax year 2009) + R$ 6,653,631.56 (tax year
2011)). 13
Comments: The amount subject to this lawsuit was deposited at the
administrative level.
Lawsuit no.: 0079711-03.2010.8.19.0001
Plaintiff (s): São Marcos Empreendimentos Imobiliários Ltda. and other
Defendant (s): Coordinator of IPTU of the Municipality of Rio de Janeiro
Court: 12 th State Treasury Court
Nature: Writ of Mandamus
Object: Writ of Mandamus filed in order to annul the IPTU levied on
Botafogo Praia Shopping, regarding tax year 2010. As
described in item “1. Urban Property Tax (IPTU)”, the
Municipality of Rio de Janeiro, as of 2009, changed the criteria
for assessing IPTU, considering the shopping as one real
estate only, consolidating the previous tax enrollments with the
13 In case of a final decision not favorable to the plaintiffs, they can be sentenced to pay attorney’s fees to the
attorneys of the Municipality of Rio de Janeiro, in the maximum value of 20% of the updated value subject
to the lawsuit. In November 2011, such amount would correspond to the maximum of R$ 2,155,089.60.

75.
DOCS - 351174v1
Municipality in just one tax registry (no. 0560132-3).
Status: In accordance with the information provided by the State
Court’s website, the proceeding is pending of first degree
decision.
Value of the matter in
controversy:
R$ 7,968,853.43
Chances of Success: Possible
Comments: The amount subject to this lawsuit was deposited at the
administrative level.
Administrative Proceeding
no.:
E-08/16251405/2010
Plaintiff (s): Fire Department of the State of Rio de Janeiro
Defendant (s): São Marcos Empreendimentos Imobiliários Ltda.
Court: Administrative Cout of the State of Rio de Janeiro
Nature: Tax Assessment
Object: Tax Assessment demanding the payment of Fire Prevention
Duty related to Botafogo Praia Shopping, regarding tax years
2006-2010.
Status: In November 2011, the defendant requested a copy of such
proceeding and an extension of the term to present its
defense.
Value of the matter in
controversy:
Chances of Success: N/A
Comments: N/A
4. BPS Shopping Center Ltda.
R$ 7,351.25, updated in November 2011.
We analyze in this item of the Report the tax matters related to BPS Shopping Center
Ltda. (“BPS”) based on the information made available in the data room.
However, it is important to point out that some of the information presented in this part
of the Report was obtained due to independent researches made by our Law Firm (as
expressly mentioned wherever applicable) during this due diligence and during the due
diligence related to the acquisition of São Marcos Empreendimentos Imobiliários Ltda.
4.1. Tax Certificates (BPS)
Below, we examine the certificates related to tax matters provided by Brookfield,
issued in name of BPS, which are divided as follows:
(a) certificates issued by proceedings distributors (i.e., certificates evidencing the
existence of tax lawsuits filed against BPS); and
197

DOCS - 351174v1
(b) certificates issued by the Federal Government, the State of Rio de Janeiro and
the Municipality of Rio de Janeiro, evidencing the existence of tax debts owed
by BPS.
4.1.1. Certificates issued by proceedings distributors
Certificate Description (BPS)
Certificate issued by the Federal Court
proceedings distributor of Rio de Janeiro
(Certidão de Distribuição da Justiça Federal
do Rio de Janeiro)
Certificate issued by the Federal Court of
Appeals of Rio de Janeiro
(Certidão de Distribuição do Tribunal
Regional Federal da 2ª Região)
Certificate issued by the State Court tax
proceedings distributor – 9 th Distributor 15
(Certidão de Distribuição do 9º Distribuidor do
Estado do Rio de Janeiro)
198
Negative certificate issued on June 13, 2011,
which encompasses the period between April
25, 1967, and June 13, 2011.
N/A. 14
Negative certificate issued on July 22, 2011,
which encompasses the period between July
19, 1991, and July 19, 2011.
Negative certificate issued considering the
address of Botafogo Praia Shopping on
October 11, 2011, which encompasses the
period between October 08, 1991, and
October 08, 2011 16 .
According to the referred certificates, there is no tax lawsuit filed against BPS in the
Federal and State Courts of Rio de Janeiro.
Nonetheless, it is worth mentioning that Brookfield has not provided:
(i) the certificate issued by Federal Court of Appeals of Rio de Janeiro (which
presents the lawsuits filed directly with the Federal Court of Appeals of Rio de
Janeiro and the appeals related to lawsuits filed with the Federal Court of Rio
de Janeiro); and
14
N/A (not available), in this Report, means that Brookfield has not provided the document requested by our
Law Firm.
15 th
The 9 Distributor of Rio de Janeiro is responsible for register the distribution of all state and municipal tax
lawsuits filed against taxpayers, respectively, by the Municipality of Rio de Janeiro and the State of Rio de
Janeiro.
16
Considering that such certificate was issued with the tax enrolment no. 0560132-3, this document only
comprises the IPTU debts of Botafogo Praia Shopping assessed as of tax year 2009, as described above
in item “1. Urban Property Tax (IPTU)”.

DOCS - 351174v1
(ii) the certificates issued by the State Court tax proceedings distributor – 9 th
Distributor, regarding the two hundred and seven tax enrollments of Botafogo
Praia Shopping which were adopted by the Municipality of Rio de Janeiro to
assess the IPTU until tax year 2008, as described above in item “1. Urban
Property Tax (IPTU)”.
4.1.2. Certificates related to tax debts
Certificate Description – BPS
Clearance certificate with regard to federal
taxes and contributions 17
(Certidão Conjunta Negativa de Débitos
relativos a Tributos Federais e à Dívida Ativa
da União)
Clearance certificate with regard to
social security contributions 3
(Certidão Negativa de Débitos relativos às
Contribuições Previdenciárias e às de
Terceiros)
Clearance certificate with regard to State
overdue taxes duly recorded in the list of
debtors, issued by the State of Rio de Janeiro
(Certidão Negativa de Dívida Ativa do Estado
do Rio de Janeiro)
Clearance certificate with regard to State
taxes not recorded in the list of debtors,
issued by the State of Rio de Janeiro
(Certidão Negativa de Tributos Estaduais do
Rio de Janeiro)
Clearance certificate with regard Municipal
overdue taxes duly recorded in the list of
debtors, issued by the Municipality of Rio de
Janeiro
(Certidão de Dívida Ativa do Município do Rio
de Janeiro)
Clearance certificate with regard to Tax on
Services, issued by the Municipality of Rio de
Janeiro
199
Negative certificate issued on October 18,
2011 and valid until April 15, 2012.
Negative certificate issued on August 22,
2011, and valid until February 18, 2012.
Negative certificate issued on September 21,
2011, which encompasses the period
between 1977 and September 13, 2011 and
valid until March 12, 2012. Such certificate
indicates that BPS has not a State tax
enrollment.
N/A. According to Brookfield, BPS has not a
State tax enrollment, because its activities are
not subject to State taxes. We confirmed this
information with the tax authorities.
N/A. Brookfield informed that has already
requested such certificate to the Municipality
of Rio de Janeiro. However, such certificate
has not been provided by Brookfield.
N/A. Brookfield informed that has already
requested such certificate to the Municipality
of Rio de Janeiro. However, such certificate
has not been provided by Brookfield.
17 This certificate comprises (i) overdue debts duly recorded in the list of debtors (certidão de dívida ativa) of
the Federal Government –– which means that such debts can be subject to tax foreclosures in court ––;
and (ii) debts not recorded in the mentioned list.

(Certidão Negativa de Débitos de ISS do
Município do Rio de Janeiro)
Clearance certificate with regard to Urban
Property Tax, issued by the Municipality of
Rio de Janeiro
(Certidão Negativa de Débitos de IPTU do
Município do Rio de Janeiro)
DOCS - 351174v1
200
N/A. Brookfield, however, has provided the
certificates in connection with the IPTU levied
on Botafogo Praia Shopping, issued in name
of São Marcos Empreendimentos Imobiliários
Ltda., which indicate the existence of IPTU
debts in the total amount of R$ 30,3 million
(considering the integrality of the shopping
and not only São Marcos’ interest), as
described above in item “1. Urban Property
Tax (IPTU)”.
As described in the above schedule, Brookfield has only provided in name of BPS (i) a
valid clearance certificate with regard to federal taxes and contributions; (ii) a valid clearance
certificate with regard to social security contributions; and (iii) a valid clearance certificate with
regard to State overdue taxes duly recorded in the list of debtors issued by the State of Rio de
Janeiro.
We emphasize that it is important to analyze the missing certificates of BPS, as
informed above.
4.2. Tax Proceedings (BPS)
According to the information made available in the data room and obtained in our
independent research, there are three tax proceedings involving BPS: two judicial lawsuits and
one administrative proceeding.
1.
Below, we present a report on these cases:
Proceeding no.: 10070.001288/2003-11
Plaintiff (s): BPS
Defendant (s): Internal Revenue Service
Court: Internal Revenue Service
Nature: Tax Consultation
Object: Tax consultation requesting the recognition that BPS is not
required to file the Return on Real Estate Activities (DIMOB) to
the Internal Revenue Service. BPS sustains that it is not
required to present the DIMOB, because its activity is only
related to the administration of Botafogo Praia Shopping.
Status: The final decision granted in this proceeding stated that BPS is
not required to present the DIMOB.
Value of the matter in
controversy:
Chances of Success: --
--

2.
3.
Comments: --
Lawsuit no.: 2004.001.061284-8
Plaintiff (s): BPS
Defendant (s): Light Serviços de Eletricidade S.A. and State of Rio de Janeiro
Court: 11 th Treasury Court of Rio de Janeiro
Nature: Refund Action
Object: Ordinary Action filed in order to declare the BPS’s right to be
refunded of the ICMS (State VAT Tax) collected in connection
with the supply agreement entered into with Light Serviços de
Eletricidade S.A.
Status: The first degree decision was favorable to BPS, as well as the
second one. Such decision is final.
Value of the matter in
controversy:
DOCS - 351174v1
201
R$ 2,304,717.36 (according to the information provided during
the due diligence related to the acquisition of São Marcos
Empreendimentos Imobiliários Ltda.).
Chances of Success: The final decision was favorable to BPS.
Comments: --
Lawsuit no.: 2007.51.01.501884-6
Plaintiff (s): Federal Government
Defendant (s): BPS
Court: 3 rd Federal Foreclosures Court
Nature: Tax Foreclosure
Object: Tax Foreclosure filed in order to demand the payment of the
Corporate Income Tax (IRPJ) related to the overdue federal
liabilities certificate no. 7020500412084.
Status: Petition filed by BPS informing that the demanded amount was
already collected. It was granted a final decision extinguishing
this tax foreclosure.
Value of the matter in
controversy:
R$ 10,971.03 (according to the information provided during the
due diligence related to the acquisition of São Marcos
Empreendimentos Imobiliários Ltda.).
Chances of Success: The final decision was favorable to BPS.
Comments: During the independent research made by our law firm in the
General-Attorney of the National Treasury’s website, it was
possible to verify that the overdue federal liabilities certificate
no. 7020500412084 was cancelled.
Furthermore, it is important to mention that there are seven notices of infringement
against the Association of Tenants of Botafogo Praia Shopping (Notes of Infringement
no. 424651, 424652, 424655, 431419, 431420, 431421 and 431423). Brookfield, however,
has not provided any other information on such administrative proceedings.

Finally, it is worth mentioning that we were not provided with any information about tax
incentives granted to BPS and tax planning adopted by the referred legal entity.
5. Brookfield Brasil Shopping Centers Ltda.
We analyze in this item the tax matters related to Brookfield based on the information
made available in the data room.
5.1. Tax Certificates (Brookfield)
Below, we examine the tax certificates provided by Brookfield, issued in its name and
its previous denomination –– Brascan Shopping Centers Ltda. (“Brascan”) ––, which are
divided as follows:
DOCS - 351174v1
(a) certificates issued by proceedings distributors (i.e., certificates evidencing the
existence of tax lawsuits filed against Brookfield/Brascan); and
(b) certificates issued by the Federal Government, the States of Rio de Janeiro,
São Paulo and Minas Gerais and the Municipalities of Rio de Janeiro, São
Paulo and Belo Horizonte 18 , evidencing the existence of tax debts owed by this
legal entity.
5.1.1. Brookfield
5.1.1.1. Certificates issued by proceedings distributors in the States of Rio de
Janeiro, São Paulo and Minas Gerais
Certificate Description (Brookfield)
Certificate issued by the Federal Court
proceedings distributors
(Certidão de Distribuição da Justiça Federal)
202
State of Rio de Janeiro: Negative certificate
issued on February 16, 2011, by the Federal
Court proceedings distributor, which
encompasses the period between April 25,
1967, and February 16, 2011.
State of São Paulo: Negative certificate
issued on September 01, 2011, by the
Federal Court proceedings distributor, which
encompasses the period between April 25,
1967, and September 01, 2011.
State of Minas Gerais: Negative certificate
issued on August 03, 2011, by the Federal
Court proceedings distributor, which
encompasses the period between April
18 Places in Brazil where, according to the information provided by Brookfield, the legal entity carries out its
activities.

Certificate issued by the Federal Court of
Appeals
(Certidão de Distribuição do Tribunal
Regional Federal)
Certificate issued by the State Court tax
proceedings distributors
(Certidão de Distribuição da Justiça Estadual)
DOCS - 351174v1
25,1967, and August 03, 2011.
203
State of Rio de Janeiro: N/A. According to
Brookfield, the certificate regarding the
Federal Court of Appeals 19 was already
requested. Brookfield, however, has not
provided such certificate yet.
State of São Paulo: Negative certificate
issued on September 01, 2011, by the
Federal Court of Appeals 20 , which
encompasses the period between April 25,
1967, and September 01, 2011.
State of Minas Gerais: Negative certificate
issued on August 03, 2011, by the Federal
Court of Appeals 21 , which encompasses the
period between April 25, 1967, and August
03, 2011.
State of Rio de Janeiro: Negative certificate
issued on July 22, 2011, by the State Court –
9 th Distributor, which encompasses the period
between July 19, 1991, and July 19, 2011.
State of São Paulo: Negative certificate
issued on September 06, 2011, by the State
Court.
State of Minas Gerais: Negative certificate
issued on June 28, 2011, by the Distributor of
the Municipality of Contagem and positive
certificate issued on June 27, 2011, by the
Distributor of the Municipality of Belo
Horizonte.
According to the above mentioned certificates provided by Brookfield, there are no tax
proceedings filed against the legal entity in the States of Rio de Janeiro, São Paulo and Minas
Gerais with the Federal and State Courts. In such sense, it is worth mentioning that the only
lawsuit indicated in the certificate issued by the Distributor of Belo Horizonte is not related to
tax debts (Lawsuit no. 002409677600-0).
On the other hand, it is important to highlight that Brookfield has not provided the
certificate issued by the Federal Court of Appeals of Rio de Janeiro. This certificate presents
19 Tribunal Regional Federal da 2ª Região.
20 Tribunal Regional Federal da 3ª Região.
21 Tribunal Regional Federal da 1ª Região.

the lawsuits filed directly with the Federal Court of Appeals of Rio de Janeiro and the appeals
related to lawsuits filed with the Federal Court of Rio de Janeiro.
It is important to analyze the missing certificate, as it may have a negative impact on
the transfers of Brookfield’s interest in Botafogo Praia Shopping.
5.1.1.2. Certificates related to tax debts
DOCS - 351174v1
Certificate Description (Brookfield)
Clearance certificate with regard to federal
taxes and contributions
(Certidão Conjunta Negativa de Débitos
relativos a Tributos Federais e à Dívida Ativa
da União)
Clearance certificate with regard to
social security contributions 3
(Certidão Negativa de Débitos relativos às
Contribuições Previdenciárias e às de
Terceiros)
Clearance certificate with regard to State
overdue taxes duly recorded in the list of
debtors
(Certidão Negativa de Dívida Ativa do
Estado)
Clearance certificate with regard to State
taxes not recorded in the list of debtors
(Certidão Negativa de Tributos Estaduais)
Clearance certificate with regard Municipal
overdue taxes duly recorded in the list of
debtors
(Certidão de Dívida Ativa do Município)
Clearance certificate with regard to Tax on
Services
(Certidão Negativa de Débitos de ISS)
204
Negative certificate issued on July 19, 2011,
and valid until January 15, 2012.
Negative certificate issued on October 31,
2011 and valid until April 28, 2012.
State of Rio de Janeiro: Negative certificate
issued on September 14, 2011, and valid until
March 12, 2012.
State of São Paulo: N/A.
State of Minas Gerais: N/A.
State of Rio de Janeiro: N/A. Negative
certificate issued on September 27, 2010,
which was valid until March 26, 2011.
State of São Paulo: N/A.
State of Minas Gerais: N/A.
Municipality of Rio de Janeiro: Negative
certificate issued on October 13, 2011, and
valid until February 13, 2012.
Municipality of São Paulo: N/A.
Municipality of Belo Horizonte: N/A.
Municipality of Rio de Janeiro: Negative
certificate issued on September 23, 2010.
Such certificate indicates that the legal entity
is not a taxpayer of Tax on Services.

Clearance certificate with regard to Urban
Property Tax
(Certidão Negativa de Débitos de IPTU)
DOCS - 351174v1
Municipality of São Paulo: N/A.
Municipality of Belo Horizonte: N/A.
205
Municipality of Rio de Janeiro: N/A. However,
regarding the IPTU levied on Botafogo Praia
Shopping, Brookfield has provided the
certificates issued in name of São Marcos
Empreendimentos Imobiliários Ltda., which
indicate the existence of IPTU debts in the
total amount of R$ 30,3 million (considering
the integrality of the shopping and not only
São Marcos’s interest), as described in item
“1. Urban Property Tax (IPTU)”.
Municipality of São Paulo: N/A.
Municipality of Belo Horizonte: N/A.
As described above, the certificates provided by Brookfield show good standing of the
legal entity (i) with regard to federal taxes and contributions, (ii) social security contributions;
and (iii) state taxes duly recorded in the list of debtors by the State of Rio de Janeiro.
Nevertheless, Brookfield has not provided the other clearance certificates in connection with
state taxes mentioned in the schedule above. Furthermore, concerning to the Municipalities of
Rio de Janeiro, São Paulo and Belo Horizonte, Brookfield has not provided some certificates
related to municipal taxes.
It is important to analyze the missing tax certificates, as they may have an impact on
the transfers of Brookfield’s interest in Botafogo Praia Shopping.
5.1.2. Brascan
5.1.2.1. Certificates issued by proceedings distributors in the States of Rio de
Janeiro, São Paulo and Minas Gerais
Certificate Description (Brascan)
Certificate issued by the Federal Court
proceedings distributors
(Certidão de Distribuição da Justiça Federal)
State of Rio de Janeiro: Negative certificate
issued on September 20, 2011, by the
Federal Court proceedings distributor, which
encompasses the period between April 25,
1967, and September 20, 2011.
State of São Paulo: N/A.
State of Minas Gerais: Negative certificate,
issued on September 20, 2011, by the

Certificate issued by the Federal Court of
Appeals
(Certidão de Distribuição do Tribunal
Regional Federal)
Certificate issued by the State Court tax
proceedings distributors
(Certidão de Distribuição da Justiça Estadual)
DOCS - 351174v1
206
Federal Court Distributor, which
encompasses the period between April 25,
1967, and September 20, 2011.
State of Rio de Janeiro: N/A. According to
Brookfield, the certificate regarding to the
Federal Court of Appeals was already
requested. Brookfield, however, has not
provided such certificate yet.
State of São Paulo: Negative certificate
issued on September 19, 2011, by the
Federal Court of Appeals, which
encompasses the period between March 30,
1987, and September 20, 2011.
State of Minas Gerais: Negative certificate
issued on September 19, 2011, by the
Federal Court of Appeals, which
encompasses the period between April 25,
1967 and September 20, 2011.
State of Rio de Janeiro: N/A.
State of São Paulo: N/A.
State of Minas Gerais: N/A.
According to the referred certificates, there is no tax lawsuit filed against Brascan with
the Federal Courts of Rio de Janeiro and Minas Gerais. Brookfield, however, has not provided
the certificate issued by the Federal Court of São Paulo.
It was possible to verify that there is no tax lawsuit filed against Brascan with the
Federal Courts of Appeals of São Paulo e Minas Gerais. Nonetheless, Brookfield has not
provided the certificate issued by the Federal Court of Appeals of Rio de Janeiro.
In addition, Brookfield has not provided the certificates issued by the State Courts of
Rio de Janeiro, São Paulo and Minas Gerais, regarding tax proceedings in name of Brascan.
5.1.2.2. Certificates related to tax debts
Considering that the certificates related to tax debts are issued based on the taxpayer
enrollment and not based on the denomination of the taxpayer, no certificate related to tax
debts has been provided in name of Brascan, which has changed its denomination to
Brookfield.

5.2. Tax Proceedings (Brookfield)
According to the information made available in the data room, there are no tax
proceedings involving Brookfield/Brascan.
Brookfield has only informed that the Municipality of Rio de Janeiro has assessed the
ITBI levied on the acquisition of Brookfield’s interest in Botafogo Praia Shopping (49% of the
shopping), thorough the Administrative Proceeding no. 04/323.466/2009, in the amount of
R$ 2,074,000.00 and provided us with the evidence of the corresponding payment of ITBI
(which occurred on August 28, 2009), which has already been registered with the Real Estate
Registry, in the enrollment of Botafogo Praia Shopping.
Although Brookfield has not provided any other document related to this proceeding,
this legal entity has informed that such amount comprises the integrality of the ITBI due in
connection with the acquisition of 49% of Botafogo Praia Shopping.
5.3. Risk of the Transfer of Botafogo Praia Shopping be Considered Fraudulent by
Tax Authorities
In Brazil, a transfer of property made by an individual or legal entity that has
outstanding debts may be considered fraudulent if there is an ongoing lawsuit against such
individual or legal entity. Regarding taxes, since June 2005, when the legislation was
amended, it is not necessary that a lawsuit is started against the registered owners, for this
purpose.
Until June 2005, in order to have the ability of characterizing the disposition of property
as a fraudulent act by tax authorities, it was necessary that a lawsuit was started against the
registered owners, with their summoning before the registry of such transfer. In case of
existing tax lawsuits against the seller of property, the seller should have remaining assets
with sufficient value to cover the amount subject to such tax lawsuits.
Nevertheless, since June 2005, the legislation sets forth that the mere the existence of
overdue tax debts against the real estate owner, duly recorded by the government as a debt
(“certidão de inscrição em dívida ativa”) before the registry of the transfer of property, may
characterize such disposition as a fraudulent act. Hence, as of June 2005, in case of existing
overdue tax debts owned by the seller of a property, the seller must have remaining assets
with sufficient value to cover the amount of such overdue tax debts.
Therefore, in a purchase of property in Brazil registered as of June 2005, it is
necessary to verify if the owner had overdue tax debts recorded by the government at the time
in which the transfer of the property was registered.
DOCS - 351174v1
It is also necessary to examine if the previous owners had:
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DOCS - 351174v1
(i) been summoned of lawsuits related to tax matters filed against them at the
time in which they transferred the property, if such previous transfers were
registered until June 2005; or
(ii) overdue tax debts recorded by the government as a debt at the time in which
they transferred the property, if such previous transfers were registered from
June 2005 on.
The previous transfers of Brookfield’s interest in Botafogo Praia Shopping will be
analyzed in the relevant item of this Report. In this item we only examined the risk of a future
disposition of such property by Brookfield be considered fraudulent by tax authorities.
As mentioned above, the certificates provided by Brookfield do not indicate the
existence of overdue tax debts owed by Brookfield. Nonetheless, it is important to emphasize
that Brookfield has not provided some certificates.
5.4. Financial Statements (Brookfield)
We also examined Brookfield’s financial statements related to tax years 2006, 2007,
2008, 2009 and 2010. In the financial statements referring to the period 2006-2009, Brookfield
has not disclosed any overdue tax debt recorded by the government as a debt. Nevertheless,
regarding tax year 2010, Brookfield has informed tax debts in the amount of approximately
R$ 43 million, as described below:
Current Tax Liability
(R$)
Long Term Tax Liability
(R$)
2,893,000.00 39,061,000.00
Brookfield has not informed whether such amount of R$ 43 million (or even part of it)
has been already recorded as an overdue tax debt nor provided us with a breakdown of such
figure. However, as mentioned above, considering that Brookfield presented clearance
certificates with regard to (i) federal taxes and contributions and (ii) social contributions, both
issued in 2011 (and not positives certificates with effects of a negative certificate, which
indicate the existence of tax debts in regard to which the taxpayer offered a guarantee),
perhaps the legal entity paid such amount in 2011.
Brookfield has only informed that part of such debt (R$ 38,2 million), on December 31,
2010, was being paid in installments. Nonetheless, Brookfield has not provided any document
evidencing such payment in installments.
It is worth mentioning that Brookfield has not provided any Corporate Income Tax
Returns (DIPJ 22 ) or Book for the Assessment of Real Profits (LALUR 23 ).
22 Declaração de Informações Econômico-fiscais da Pessoa Jurídica.
23 Livro de Apuração do Lucro Real.
208

Finally, we were not provided with any information about tax incentives granted to
Brookfield and tax planning implemented by the referred legal entity in the last five years.
6. Previous Owners of Botafogo Praia Shopping
As mentioned in item 5.3 above, in a purchase of property in Brazil registered as of
June 2005, it is necessary to verify if the owner had overdue tax debts recorded by the
government at the time in which the transfer of the property was registered.
DOCS - 351174v1
It is also necessary to examine if the previous owners had:
(i) been summoned of lawsuits related to tax matters filed against them at the
time in which they transferred the property, if such previous transfers were
registered until June 2005; or
(ii) overdue tax debts recorded by the government as a debt at the time in which
they transferred the property, if such previous transfers were registered from
June 2005 on.
In such sense, it is worth mentioning that we analyze in this item the certificates
provided by Brookfield in name of the following previous owners of Brookfield’s interest in
Botafogo Praia Shopping, as well the certificate issued by the Real Estate Registry in
connection with the enrollment of Botafogo Praia Shopping in which these previous transfer
were registered:
(i) Plaza Shopping Trust SPCO Ltda., which transferred, due to a partial spin-off,
49% of Botafogo Praia Shopping to Brookfield (such transfer was registered
with the Real Estate Registry in November 2010, after June 2005);
(ii) Geminus do Brasil Comércio e Participações Ltda., which transferred, due to a
merger, 35% of Botafogo Praia Shopping to Plaza Shopping Trust SPCO Ltda.
(such transfer was registered with the Real Estate Registry in November 2004,
before June 2005); and
(iii) Plaza Shopping Empreendimentos Ltda., which transferred, due to a merger,
14% of Botafogo Praia Shopping to Plaza Shopping Trust SPCO Ltda. (such
transfer was registered with the Real Estate Registry in November 2002,
before June 2005).
6.1. Property Transfer Tax (ITBI)
The legislation of the Municipality of Rio de Janeiro imposes ITBI, at a rate of 2%, on
the transfer of property. The basis of calculation is the market value of the property and the
triggering event is the registration of the transaction with the Real Estate Registry. The
taxpayer is the acquirer of property, but the seller is jointly responsible for the payment of such
tax.
209

The mentioned legislation also prescribes that a total merger is exempt from the
payment of the ITBI. In this case, the acquirer of property located in the Municipality of Rio de
Janeiro does not need to observe any requirement in order to enjoy the referred exemption.
Nevertheless, if a transfer of property located in the Municipality of Rio de Janeiro
results from other type of corporate restructuring (for instance a spin-off or a winding up of a
legal entity), the legal entities, which main business purpose is the lease or sale of real estate,
are not eligible to enjoy the exemption of payment of ITBI.
In this case, however, the denial of such exemption is not immediate. The Municipality
of Rio de Janeiro shall issue a temporary certificate for exemption of payment of the ITBI and
request that the acquirer the real estate presents evidence that, in the period encompassing
four years (two years after the transaction and two years before the referred date), its main
activities were not related to the lease or sale of real estate. In case of non compliance with
such requirement, the Municipality of Rio de Janeiro may assess the ITBI levied on the
transaction, together with penalty and interests.
Therefore, if the previous owners of Brookfield’s interest in Botafogo Praia Shopping
did not pay the ITBI levied on each transfer and the Municipality of Rio de Janeiro takes the
position that this tax is due, the future owners of the property could be considered jointly
responsible for the payment of such taxes.
With regard to the referred previous transfers of Brookfield’s interest in Botafogo Praia
Shopping, the certificate issued by the Real Estate Registry on October 04, 2011, recognizes
that:
DOCS - 351174v1
(i) Brookfield has paid the ITBI in the amount of R$ 2,074,000.00, in connection
with the acquisition of 49% of Botafogo Praia Shopping;
(ii) Plaza Shopping Trust SPCO Ltda. has not paid the ITBI supposedly levied on
the acquisition of 35% of Botafogo Praia Shopping, based on a certificate of
exemption issued by the Municipality of Rio de Janeiro. Brookfield informed
that, in this case, the Municipality of Rio de Janeiro has not requested the
evidence that, in the period encompassing four years, the main activities of
Plaza Shopping Trust SPCO Ltda. were not related to the lease or sale of real
estate. In fact, the mentioned certificate issued by the Real Estate Registry
only mentions that the Municipality of Rio de Janeiro granted the exemption of
payment of ITBI in relation to this transfer.
(iii) Plaza Shopping Trust SPCO Ltda. has not paid the ITBI supposedly levied on
the acquisition of 14% of Botafogo Praia Shopping, based on a temporary
certificate of exemption issued by the Municipality of Rio de Janeiro.
According to the referred certificate issued by the Real Estate Registry, due to
the fact that such transfer resulted from the merger of Plaza Shopping
Empreendimentos Ltda. into Plaza Shopping Trust SPCO Ltda., the
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Municipality issued a temporary certificate of exemption of payment of ITBI,
but, on the other hand, requested that Plaza Shopping Trust SPCO Ltda.
present evidence that, in the period encompassing four years, its main
activities were not related to the lease or sale of real estate. Brookfield has not
provided any information on the compliance with of such requirement. Hence,
it was not possible to verify if the Municipality has assessed such ITBI or if
Plaza Shopping Trust SPCO Ltda. has paid the ITBI eventually assessed.
Considering the statute of limitation of five years (counted from January 01, of the
subsequent year after the registry of each transfer), it is possible to mention that if the
Municipality has not assessed the ITBI levied on the referred acquisitions of 14% and 35% of
Botafogo Praia Shopping, the Municipality cannot demand the payment of such taxes since,
respectively, December 31, 2008, and December 31, 2010.
6.2. Tax Certificates (Previous Owners of Botafogo Praia Shopping)
Below, we examine the certificates related to tax matters provided by Brookfield,
issued during this due diligence –– and not when the previous transfers of Brookfield’s interest
in Botafogo Praia Shopping were registered –– in name of Plaza Shopping Trust SPCO Ltda.,
Geminus do Brasil Comércio e Participações Ltda. and Plaza Shopping Empreendimentos
Ltda., which are divided as follows:
(a) certificates issued by proceedings distributors (i.e., certificates evidencing the
existence of tax lawsuits filed against the mentioned legal entities); and
(b) certificates issued by the Federal Government, the State of São Paulo 24 and
the Municipality of São Paulo evidencing the existence of tax debts owed by
them.
We also examine below the certificates related to tax debts mentioned in the report
made by Pinheiro Neto Advogados, which conducted the due diligence related to the
acquisition of Brookfield’s interest in Botafogo Praia Shopping.
6.2.1. Plaza Shopping Trust SPCO Ltda.
Considering that the transfer of 49% of Botafogo Praia Shopping to Brookfield was
registered with the Real Estate Registry in November 2010, it is important to verify if, at the
time of such transfer, Plaza Shopping Trust SPCO Ltda. had tax debts duly recorded as an
overdue debt.
24 Considering that Botafogo Praia Shopping is located in the Municipality of Rio de Janeiro, we requested to
Brookfield during this due diligence the tax certificates issued by the State of Rio de Janeiro and the
Municipality of Rio de Janeiro in name of Plaza Shopping Trust SPCO Ltda., Geminus do Brasil Comércio
e Participações Ltda. and Plaza Shopping Empreendimentos Ltda. However, according to Brookfield, it
was not possible to provide such certificates, because the referred legal entities do not carry out their
activities in the State of Rio de Janeiro. We have confirmed this information with the state and municipal
tax authorities of Rio de Janeiro.
211

6.2.1.1. Certificates issued by proceedings distributors of the States of Rio de
Janeiro and São Paulo
DOCS - 351174v1
Certificate Description
(Plaza Shopping Trust SPCO Ltda.)
Certificate issued by the Federal Court
proceedings distributor
(Certidão de Distribuição da Justiça Federal)
Certificate issued by the Federal Court of
Appeals
(Certidão de Distribuição do Tribunal
Regional Federal)
Certificate issued by the State Court tax
proceedings distributors
(Certidão de Distribuição da Justiça
Estadual)
State of Rio de Janeiro: Negative certificate
issued on August 23, 2011, by the Federal
Court proceedings distributor, which
encompasses the period between April 25,
1967, and August 23, 2011.
State of São Paulo: Negative certificate
issued on September 19, 2011, by the
Federal Court proceedings distributor, which
encompasses the period between April 25,
1967, and September 19, 2011.
State of Rio de Janeiro: N/A. Brookfield
informed that it has already requested such
certificate to the Federal Court of Appeals.
State of São Paulo: Positive certificate
issued on September 19, 2011, by the
Federal Court of Appeals, which
encompasses the period between March 30,
1989, and September 19, 2011.
State of Rio de Janeiro: Negative certificate
issued on August 24, 2011 by the 9 th
Distributor, which encompasses the period
between August 21, 1991, and August 21,
2011.
State of São Paulo: Positive certificate
issued on August 25, 2011, by the State
Court tax proceedings distributor, which
encompasses the period between August 17,
2001, and August 17, 2011.
The certificate issued by the Federal Court of Appeals of the State São Paulo indicates
the existence of four appeals involving Plaza Shopping Trust SPCO Ltda. According to the
Federal Court of the State São Paulo’s website:
(i) two appeals are related to the Writ of Mandamus no. 0011280-
74.2003.4.03.6100 (Appeals no. 0011280-74.2003.4.03.6100 and 0024363-
27.2003.4.03.0000);
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DOCS - 351174v1
(iv) two appeals are related to the Ordinary Action no. 0012617-98.2003.4.03.6100
(Appeals no. 0012617-98.2003.4.03.6100 and 0052413-58.2006.4.03.0000);
and
(iii) final decisions have already been granted in both lawsuits (it was not possible
to verify if these decisions were favorable or not to Plaza Shopping Trust
SPCO Ltda.).
In both lawsuits, according to the due diligence report made by Pinheiro Neto
Advogados, Plaza Shopping Trust SPCO Ltda. was alleging the unconstitutionality of PIS 25
and COFINS 26 and the amount subject to these lawsuit was approximately R$ 10,8 million.
Such report does not mention if this amount, or part of it, was recorded as an overdue tax
debt.
The certificate issued by the State Court tax proceedings distributor of São Paulo
shows the existence of three tax foreclosures filed against Plaza Shopping Trust SPCO Ltda.
by the Municipality of São Paulo, in the total amount of R$ 3,7 million (updated in December
2008), as described below:
Proceeding Tax Involved Tax Year
Amount –
December 2008
(R$)
0722350-28.0800.8.26.0090 ITBI 2002 822,418.69
0722351-13.0800.8.26.0090 ITBI 2002 411,209.34
0722352-95.0800.8.26.0090 ITBI 2002 2,489,410.35
According to the State Court of São Paulo’s website, no decision has been granted in
such tax foreclosures. Hence, considering that such lawsuits were filed before the transfer of
49% of Botafogo Praia Shopping, Plaza Shopping Trust SPCO Ltda. must have remaining
sufficient asset to cover the amount subject to such tax foreclosures.
Pinheiro Neto Advogados’ report also mentioned another lawsuit involving Plaza
Shopping Trust SPCO Ltda. with the State Court of São Paulo, which was filed before the
transfer of 49% of Botafogo Praia Shopping and is pending from a final decision, the Writ of
Mandamus no. 356/053.07.106115-6. According to such report, the legal entity is requiring
the exemption of the payment of ITBI (estimated in the amount of R$ 3 million), regarding the
acquisition of a property located in São Paulo (Shopping Paulista), resulting from the merger
of Geminus do Brasil Comércio e Participações Ltda. into Plaza Shopping Trust SPCO Ltda.
Pinheiro Neto Advogados estimated that the chances of success of this writ of mandamus are
remote, but has not informed if such amount was already recorded as an overdue debt.
25
Social Contribution for the Social Integration Program, regulated by Laws no. 9.718/1998 and
10,637/2002.
26
Social Contribution on Gross Revenues, regulated by Law no. 10,833/2003.
213

It is worth mentioning that Brookfield has not provided the certificate issued by the
Federal Court proceedings distributor and the Federal Court of Appeals of Rio de Janeiro.
6.2.1.2. Certificates related to tax debts
DOCS - 351174v1
Certificate Description
(Plaza Shopping Trust SPCO Ltda.)
Clearance certificate with regard to federal
taxes and contributions
(Certidão Conjunta Negativa de Débitos
relativos a Tributos Federais e à Dívida Ativa
da União).
Clearance certificate with regard to social
security contributions 2
(Certidão Negativa de Débitos relativos às
Contribuições Previdenciárias e às de
Terceiros).
Clearance certificate with regard to State
overdue taxes duly recorded in the list of
debtors
(Certidão Negativa de Dívida Ativa Estadual)
N/A. Brookfield has only provided a positive
certificate with effects of a negative
certificate 27 issued on April 28, 2011, which
was valid until October 25, 2011.
The Internal Revenue Service is presently
denying the issuance of a new clearance
certificate, alleging the existence of tax
obligations not complied with (possibly a tax
debt owed by the legal entity). However,
Brookfield has not provided any information
on such unfulfilled tax obligation.
Pinheiro Neto Advogados’ report informs that
Plaza Shopping Trust SPCO Ltda. presented
a positive certificate with effects of a negative
certificate at the time of the transfer of 49%
of Botafogo Praia Shopping. Such report,
however, does not mention if the existing tax
debts at this time were recorded or not as an
overdue debt.
Negative certificate issued on August 23,
2011, and valid until February 19, 2012.
State of São Paulo: N/A. Brookfield has only
provided a negative certificate issued on
September 22, 2011, and valid until October
22, 2011.
Pinheiro Neto Advogados’ report informs that
Plaza Shopping Trust SPCO Ltda. presented
its negative certificate related to state tax
debts at the time of the transfer of 49% of
27 This kind of certificate indicates the existence of tax debts in regard to which the taxpayer offered a
guarantee.
214

Clearance certificate with regard to State
taxes not recorded in the list of debtors
(Certidão Negativa de Tributos Estaduais)
Clearance certificate with regard to Municipal
overdue taxes duly recorded in the list of
debtors
(Certidão de Dívida Ativa Municipal)
Clearance certificate with regard to Tax on
Services, issued by the Municipality.
(Certidão Negativa de Débitos de ISS)
Clearance certificate with regard to Urban
Property Tax, issued by the Municipality.
(Certidão Negativa de Débitos de IPTU)
DOCS - 351174v1
Botafogo Praia Shopping.
State of São Paulo: Negative certificate
issued on September 01, 2011, and valid
until March 01, 2012.
Municipality of São Paulo: Negative
certificate issued on October 24, 2011, and
valid until January 24, 2012.
Municipality of São Paulo: N/A.
Pinheiro Neto Advogados’ report informs that
Plaza Shopping Trust SPCO Ltda. has not
presented its municipal tax certificates at the
time of the transfer of 49% of Botafogo Praia
Shopping.
Municipality of São Paulo: N/A.
Pinheiro Neto Advogados’ report informs that
Plaza Shopping Trust SPCO Ltda. has not
presented its municipal tax certificates at the
time of the transfer of 49% of Botafogo Praia
Shopping.
As described above, Plaza Shopping Trust SPCO Ltda. is not established in the State
of Rio de Janeiro and has presented its negative certificate of tax debts issued by the Sate of
São Paulo during the due diligence related to the transfer of 49% of Botafogo Praia Shopping
to Brookfield.
Therefore, it is only necessary to analyze the certificates issued, at the time of such
transfer, by the Federal Government and the Municipality of São Paulo.
Concerning the certificates issued by the Federal Government, Brookfield provided (i)
a negative with regard to social security contributions; and (ii) a positive certificate with effects
of a negative certificate with regard to federal taxes and contributions, which was valid until
October 25, 2011. Brookfield has only informed that Plaza Trust SPCO Ltda. is presently
enjoying a special program, issued by Law 11,941/09, to pay federal tax debts in installments.
With regard to federal taxes and contributions, Pinheiro Neto Advogados’ report also
informs that Plaza Shopping Trust SPCO Ltda. presented a positive certificate with effects of a
negative certificate at the time of the transfer of 49% of Botafogo Praia Shopping to Brookfield.
Such report does not mention if the existing tax debts at this time were recorded or not as an
overdue debt.
215

According to Brookfield, the total amount subject to such program is presently
estimated in R$ 28 million. Brookfield has provided documents indicating that such amount
was not already recorded as an overdue when Plaza Shopping Trust SPCO Ltda. requested,
in 2009, the payment in installments. Therefore, we understand that such tax debts cannot
negatively impact the acquisition of Brookfield’s interest in Botafogo Praia Shopping, which
was registered in 2010.
Regarding the certificates issued by the Municipality of São Paulo, Brookfield has not
provided any document.
Hence, it was not possible to confirm the total amount of overdue tax debts in name of
Plaza Shopping Trust SPCO Ltda. at the time of the transfer of 49% of Botafogo Praia
Shopping to Brookfield.
6.2.2. Geminus do Brasil Comércio e Participações Ltda.
Considering that the transfer of 35% of Botafogo Praia Shopping to Plaza Shopping
Trust SPCO Ltda. was registered with the Real Estate Registry in November 2004, it is
important to verify if, at the time of such transfer, Geminus do Brasil Comércio e Participações
Ltda. had tax lawsuits filed against it.
6.2.2.1. Certificates issued by proceedings distributors of the States of Rio de
Janeiro and São Paulo
DOCS - 351174v1
Certificates
Certificate issued by the Federal Court
proceedings distributor
(Certidão de Distribuição da Justiça Federal)
Certificate issued by the Federal Court of
Appeals
(Certidão de Distribuição do Tribunal
Regional Federal)
216
Description (Geminus do Brasil Comércio
e Participações Ltda.)
State of Rio de Janeiro: Negative certificate
issued by the Federal Court on August 23,
2011, which encompasses the period
between April 25, 1967, and August 23, 2011.
State of São Paulo: Negative certificate
issued by the Federal Court on September
01, 2011, which encompasses the period
between April 25, 1967, and September 01,
2011.
State of Rio de Janeiro: N/A.
State of São Paulo: Negative certificate
issued by the Federal Court on September
19, 2011, which encompasses the period
between March 30, 1989, and September 19,
2011.

Certificates issued by the State Court tax
proceedings distributors
(Certidões de Distribuição da Justiça
Estadual).
DOCS - 351174v1
217
State of Rio de Janeiro: Negative certificate
issued by the 9 th Distributor on September 02,
2011, which encompasses the period
between August 30, 1991, and August 30,
2011.
State of São Paulo: Positive certificate
issued by the State Court tax proceedings
distributor on August 25, 2011, which
encompasses the period between August 17,
2001, and August 17, 2011.
According to the certificate issued by the State Court tax proceedings distributor of São
Paulo, there are two tax foreclosures filed against Geminus do Brasil Comércio e
Participações Ltda., both in 2008, as described below:
Proceeding Object Tax Year
0000345794/2008-0 Garbage Duty 2003
0000691981/2008-0 IPTU 2006
Value
(R$)
3,107.56
(April 2008)
285,230.94
(October 2008)
Considering that both lawsuits were filed in 2008, we understand that such lawsuits
cannot negatively impact the transfer of 35% of Botafogo Praia Shopping, which was
registered with the Real Estate Registry in November 2004.
It is worth mentioning that Brookfield has not provided the certificate issued by the
Federal Court proceedings distributor of São Paulo and the Federal Court of Appeals of Rio de
Janeiro.
Furthermore, it is important to mention that Pinheiro Neto Advogados has not audited
Geminus do Brasil Comércio e Participações Ltda. in the due diligence report provided by
Brookfield.
6.2.2.2. Certificates related to tax debts
Certificate
Clearance certificate with regard to federal
taxes and contributions
(Certidão Conjunta Negativa de Débitos
relativos a Tributos Federais e à Dívida Ativa
da União)
Description (Geminus do Brasil Comércio
e Participações Ltda.)
Negative certificate issued on October 13,
2011, and valid until April 10, 2012.
Clearance certificate with regard to social Negative certificate issued on October 13,

DOCS - 351174v1
security contributions
(Certidão Negativa de Débitos relativos às
Contribuições Previdenciárias e às de
Terceiros)
Clearance certificate with regard to State
overdue taxes duly recorded in the list of
debtors
(Certidão Negativa de Dívida Ativa Estadual)
Clearance certificate with regard to State
taxes not recorded in the list of debtors
(Certidão Negativa de Tributos Estaduais)
Clearance certificate with regard to Municipal
overdue taxes duly recorded in the list of
debtors
(Certidão de Dívida Ativa Municipal)
Clearance certificate with regard to Tax on
Services, issued by the Municipality.
(Certidão Negativa de Débitos de ISS)
Clearance certificate with regard to Urban
Property Tax, issued by the Municipality.
(Certidão Negativa de Débitos de IPTU)
2011 and valid until April 10, 2012.
218
State of São Paulo: N/A. Brookfield has only
provided the negative certificate issued on
October 14, 2011, which was valid until
November 14, 2011.
State of São Paulo: N/A.
Municipality of São Paulo: Negative
certificate issued on October 24, 2011, and
valid until January 24, 2012.
Municipality of São Paulo: N/A.
Municipality of São Paulo: N/A.
As described above, Brookfield has provided some negative certificates related to tax
debts. However, Brookfield has not provided all the clearance certificates.
Considering that the transfer of 35% of Botafogo Praia Shopping to Plaza Shopping
Trust SPCO Ltda. was registered in November 2004, it would be recommended to analyze the
tax lawsuits filed against Geminus do Brasil Comércio e Participações Ltda. at the time of
such transfer, in order to verify whether such lawsuits may have a negative impact in the
transaction. Brookfield, however, has not provided all the certificates requested.
6.2.3. Plaza Shopping Empreendimentos Ltda.
Considering that the transfer of 14% of Botafogo Praia Shopping to Plaza Shopping
Trust SPCO Ltda. was registered with the Real Estate Registry in November 2002, it is
important to verify if, at the time of such transfer, Plaza Shopping Empreendimentos Ltda. had
tax lawsuits filed against it.

6.2.3.1. Certificates issued by proceedings distributors of the States of Rio de
Janeiro and São Paulo
DOCS - 351174v1
Certificates Description
Certificate issued by the Federal Court
proceedings distributor
(Certidão de Distribuição da Justiça Federal)
Certificate issued by the Federal Court of
Appeals
(Certidão de Distribuição do Tribunal
Regional Federal)
Certificates issued by the State Court tax
proceedings distributors
(Certidões de distribuição da Justiça
Estadual).
219
State of Rio de Janeiro: Negative certificate
issued by the Federal Court on August 23,
2011, which encompasses the period between
April 25, 1967, and August 23, 2011.
State of São Paulo: Positive certificate issued
by the Federal Court proceedings distributor
on September 20, 2011, which encompasses
the period between April 25, 1967, and
September 20, 2011.
State of Rio de Janeiro: N/A.
State of São Paulo: Positive certificate issued
by the Federal Court of Appeals on September
19, 2011, which encompasses the period
between March 30, 1989, and September 19,
2011.
State of Rio de Janeiro: Negative certificate
issued by the 9 th Distributor on August 24,
2011, which encompasses the period between
August 21, 1991 and August 21, 2011.
State of São Paulo: Positive certificate issued
by the State Court tax proceedings distributor
on August 25, 2011, which encompasses the
period between August 17, 2001, and August
17, 2011.
According to the certificate issued by the Federal Court proceedings distributor of São
Paulo, there are two tax foreclosures filed against Plaza Shopping Empreendimentos Ltda.
(Lawsuits no. 0044753-52.2010.4.03.6182 and 0005742-79.2011.4.03.6182).
Regarding the information made available by the Federal Court of the State of São
Paulo’s website, these lawsuits presently involve the total amount of R$ 10 million (updated in
October 2011). However, due to the fact that such lawsuits were filed, respectively, in 2010
and 2011, we understand that these lawsuits cannot negatively impact the transfer of 14% of
Botafogo Praia Shopping to Plaza Shopping Trust SPCO Ltda.
In addition, according to the certificate issued by the Federal Court of Appeals of São
Paulo, there are the two appeals pending of final decision involving Plaza Shopping
Empreendimentos Ltda., Appeals no. 0010786-44.2005.4.03.6100 and no. 0005380-

13.2003.4.03.6100. With regard to such proceedings, the report made by Pinheiro Neto
Advogados informs that:
DOCS - 351174v1
(i) there is no tax contingency related to the first appeal (in which Plaza Shopping
Empreendimentos Ltda. claims for the refund of paid tax debts); and
(ii) in the second appeal, Plaza Shopping Empreendimentos Ltda. is sustaining
the unconstitutionality of PIS and COFINS and the amount subject to such
lawsuit was approximately R$ 6,3 million.
In our opinion, these lawsuits, which were filed in 2005 and 2003, respectively, cannot
negatively impact the transfer of 14% of Botafogo Praia Shopping to Plaza Shopping Trust
SPCO Ltda.
It is important to note that the certificate issued by the Federal Court of Appeals of São
Paulo also mentions the following proceedings in which final decisions were granted:
0106192-79.1993.4.03.0000, 0028773-16.1993.4.03.6100, 0011145-29.2003.4.03.0000,
0015336-20.2003.4.03.0000, 0013994-12.2000.4.03.6100, 0040760-25.2007.4.03.0000,
0008008-33.2007.4.03.6100 and 0020380-05.1993.4.03.6100. In fact, four of these
proceedings were filed before the registry of the transfer of 14% of Botafogo Praia Shopping,
however, it was not possible to verify if the relevant decisions were favorable or not to Plaza
Shopping Empreendimentos Ltda.
The State Court tax proceedings distributor of São Paulo attests the existence of one
hundred and seventy two tax foreclosures. Nonetheless, all these lawsuits were filed after the
transfer of 14% of Botafogo Praia Shopping and therefore we understand that such tax
proceedings represent no risk to the present transaction of Botafogo Praia Shopping.
Brookfield provided a report made by Luiz Felipe Law Office, which mentions one
lawsuit involving Plaza Shopping Empreendimentos Ltda., with the State Court of São Paulo,
regarding to alleged irregularities in the works of expansion the Shopping Pátio Higienópolis
(Lawsuit no. 0021334-19.2009.8.26.0053). This lawsuit also represents no risk to the present
transaction of Botafogo Praia Shopping, since it as filed in 2009.
The report made by Pinheiro Neto Advogados mentions other lawsuits involving Plaza
Shopping Empreendimentos Ltda., which, according to them, do not represented risks for the
acquisition of Brookfield’s interest in Botafogo Praia Shopping, as described below:
(i) Writ of Mandamus no. 508/053.02.007977-7 (the legal entity has deposited the
amount subject to such lawsuit – R$ 3 million);
(ii) Tax Foreclosure no. 0257826/2006 (the tax debt has been paid);
(iii) Tax Foreclosure no. 77828/2003 (pending final decision –– amount in
controversy: R$ 1,6 million, in June 2006);
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(iv) Tax Foreclosure no. 52885/2007 (pending final decision –– amount in
controversy: R$ 642 thousand, in May 2007);
(v) Tax Foreclosure no. 122750/2005 (pending final decision –– amount in
controversy: R$ 38 thousand, in 2001); and
(vi) Tax Foreclosure no. 2005.61.82.026802-0 (the tax debt has been paid).
It is worth mentioning that Brookfield has not provided the certificate issued by the
Federal Court of Appeals of Rio de Janeiro.
Apparently, all the above mentioned lawsuits represent no risk to the transfer of
Botafogo Praia Shopping. However, it is worth mentioning that Brookfield has not provided
the certificate issued by the Federal Court of Appeals of Rio de Janeiro, which is a relevant
information to verify whether any lawsuit may have a negative impact in the transaction.
6.2.3.2. Certificates related to tax debts
Certificate
Clearance certificate with regard to federal
taxes and contributions
(Certidão Conjunta Negativa de Débitos
relativos a Tributos Federais e à Dívida Ativa
da União).
Clearance certificate with regard to social
security contributions
(Certidão Negativa de Débitos relativos às
Contribuições Previdenciárias e às de
Terceiros).
Clearance certificate with regard to State
overdue taxes duly recorded in the list of
debtors
Description (Plaza Shopping
Empreendimentos Ltda.)
N/A. According to the Internal Revenue
Service’s website, there is an overdue tax
debt already recorded as a debt. Brookfield,
however, has not provided any information
on such existing tax debt.
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Pinheiro Neto Advogados’ report informs that
Plaza Shopping Empreendimentos Ltda.
presented a positive certificate with effects of
a negative certificate during the due diligence
related to the acquisition of Brookfield’s
interest in Botafogo Praia Shopping. Such
report also mentions that the debts which
were avoiding the issuance of the negative
certificate were not subject to tax
foreclosures in November 2002.
Negative certificate issued on October 13,
2011, and valid until April 10, 2012.
State of São Paulo: N/A.
Pinheiro Neto Advogados’ report informs that

(Certidão Negativa de Dívida Ativa Estadual)
Clearance certificate with regard to State
taxes not recorded in the list of debtors
(Certidão Negativa de Tributos Estaduais)
Clearance certificate with regard to Municipal
overdue taxes duly recorded in the list of
debtors
(Certidão de Dívida Ativa Municipal)
Clearance certificate with regard to Tax on
Services, issued by the Municipality.
(Certidão Negativa de Débitos de ISS)
Clearance certificate with regard to Urban
Property Tax, issued by the Municipality.
(Certidão Negativa de Débitos de IPTU)
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Plaza Shopping Empreendimentos Ltda.
presented its negative certificate related to
state tax debts during the due diligence
related to the acquisition of Brookfield’s
interest in Botafogo Praia Shopping.
State of São Paulo: N/A.
Pinheiro Neto Advogados’ report informs that
Plaza Shopping Empreendimentos Ltda.
presented its negative certificate related to
state tax debts during the due diligence
related to the acquisition of Brookfield’s
interest in Botafogo Praia Shopping.
Municipality of São Paulo: Negative
certificate issued by the Municipality of São
Paulo on October 24, 2011, and valid until
January 24, 2012.
Municipality of São Paulo: N/A.
Pinheiro Neto Advogados’ report informs that
Plaza Shopping Empreendimentos Ltda. has
not presented its negative certificate related
to municipal tax debts during the due
diligence related to the acquisition of
Brookfield’s interest in Botafogo Praia
Shopping.
Municipality of São Paulo: N/A.
Pinheiro Neto Advogados’ report informs that
Plaza Shopping Empreendimentos Ltda. has
not presented its negative certificate related
to municipal tax debts during the due
diligence related to the acquisition of
Brookfield’s interest in Botafogo Praia
Shopping.
As described above, Brookfield has not provided some clearances certificates in name
of Plaza Shopping Empreendimentos Ltda.
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CHAPTER 10 – ENVIRONMENTAL ASPECTS
We examine in this Chapter the environmental matters related to Botafogo Praia
Shopping.
1. Environmental Permitting
There are no evidences in the Data Room which demonstrate that Botafogo Praia
Shopping has been licensed by any environmental agency or dismissed from obtaining any
Environmental Permit (Previous, Installation or Operation).
However, it should be noted that, according to the Decree no. 28,329/07 of the
Municipality of Rio de Janeiro – which regulates the local environmental permitting process –
shopping centers are not included in the list of activities subject to environmental permitting. 28
Thus, as a rule, it is possible to understand that the operation of the Shopping is not
subject to environmental permit.
2. Water Supply and Effluents
According to the Golder Report, the water used and the effluents produced by
Botafogo Praia Shopping are, respectively, provided by and discharged into the public system
operated by CEDAE (the Water and Sewage Agency of the State of Rio de Janeiro). Such
information was verbally confirmed by Brookfield’s representatives.
Please note that we were not provided with any information that indicates the
existence of any sort of irregularity concerning this matter.
3. Waste and Residues
We received information concerning waste and residues from two different sources:
the Golder Report and Brookfield’s representatives.
According to the Golder Report, the wastes and residues originated from Botafogo
Praia Shopping are managed by two companies: (i) CRR – Centro de Reciclagem Rio Ltda.
(which holds the Operation Permit no. 015562, granted by INEA, the environmental agency of
the State of Rio de Janeiro, and valid until January 24, 2016), and (ii) Multiambiental (which
holds the Operation Permit no. 017155, granted by INEA and valid until July 13, 2016).
As verbally informed by Brookfield’s representatives: (i) CRR is in charge of the
management and disposal of cardboard, rubble, plastic, and aluminum cans; and (ii)
28 Please note that the local environmental permitting was regulated by Decree no. 26,912/06, which
established that the construction and operation of shopping centers entailing local environmental impact
depended on environmental permit by the Municipal Bureau for the Environment ("Secretaria Municipal de
Meio Ambiente - SMAC"). However, such Decree was substituted by the Decree no. 28,329/97, which, as
said, does not include shopping centers in the list of activities subject to environmental permitting process.
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Multiambiental is in charge of the collection of organic waste 29 . Fluorescent bulbs are
collected by a specialized company (which, however, was not informed). Still according to
Brookfield’s representatives, INEA issues Waste Manifests (“Manifesto de Resíduos”) for all
material collected by the management companies.
Please note that we were only provided with a copy of the CRR’s Operation Permit.
We did not have access to other permits or to any contract of rendering of services entered
into with the companies referred above.
It should be stressed that, according to the Golder Report, asbestos-containing
material (roof sheets and tiles of the movie theater area) is discharged together with rubble.
Thus, Golder considers the current disposal of said residues a “relevant environmental issue”
as “this represents a non-conformance, since the Brazilian legislation classify asbestoscontaining
solid waste Class 1”. Indeed, the Brazilian legislation treats that kind of waste as
hazardous waste, which must have a special and proper final disposal. 30
According to the law, this non-compliance may lead to civil (in case of the existence of
damages to the environment or the human health), administrative 31 and criminal 32 liabilities.
Furthermore, according to Brazilian Law 33 , Botafogo Praia Shopping must have a
Waste Management Plan. However, we were not provided with any information on this
matter.
4. Liquefied Petroleum Gas (LPG) Containers
According to the Golder Report, the Fire Brigade issued a report (Requirement Report
no. P-11437/10, dated June 14, 2010) stating that the current localization and the use of the
LPG containers would be prohibited, unless previously approved by the General Board of
Technical Services (DGST). As this circumstance represents a non-compliance, Golder
considered it a “relevant environmental issue”.
In spite of this, please note that the Golder Report informs that Botafogo Praia
Shopping has the “Certificate of approval – 1 st BM – Humaitá, no. CA-11710/10, Fire
Department of the State of Rio de Janeiro, dated July 21 st , 2010, which certifies fulfillment of
all requirements listed in the Requirement Report P-11437/10 DGST”.
29 Please note that, according to the Golder Report, Multiambiental is responsible for the final destination of
potential infecting clinic waste.
30 CONAMA Resolution no. 348/04.
31 The company may be subject to an administrative fine that may range from R$ 1.000,00 to R$
50.000.000,00, depending on the circumstances and damages verified, or a daily penalty fine (article 61,
paragraph 1, V, of the State Law no. 3,467/00).
32 In this case, the agent is subject to an incarceration of one to five years or a detention of one to six months
and a penalty fine, depending on the culpability, circumstances and damages verified (article 54 of the
Federal Law no. 9,605/98). Sanctions for environmental crimes established for legal entities are: penalty
fines, rights-restrictive measures , and/or rendering of services to the community (article 21 of the Federal
Law no. 9,605/1998). It should be stressed, however, that, in this specific case, the imposition of criminal
sanctions, though possible, seems to be unlikely, based on the information we had access to.
33 Articles 20 and 38 of the Federal Law no. 12,305/10 (National Waste Policy).
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Brookfield did not provide us with any information on this matter.
5. Diesel Oil Storage
According to the Golder Report, there are four aboveground tanks for diesel oil storage
at the Botafogo Praia Shopping, next to the power generators. Due to their characteristics
(flammability, corrosivity and toxicity) such products must be stored properly.
As informed in the Golder Report, the four tanks do not have the proper containment
system, which would represent a non-compliance with the requirements regarding the storage
of flammable and combustible liquids. 34
According to the Brazilian environmental legislation, the storage of hazardous products
or substances in violation to legal and technical requirements may be regarded as
administrative infraction 35 and criminal violation 36 .
Please note that the documents provided by Brookfield do not indicate the existence of
pollution from leaks or any type of accident in the tanks for diesel oil storage. Anyhow, it
would be important to conduct a technical inspection on site to verify any risk.
6. Gas Station
Golder Report refers that “there is a gas station that no longer operates (…) next to the
Mall”. According to Golder, “the reasons for discontinuation of the gas station activities are not
known”; thus, Golder considered the current status of the area a “relevant environmental issue
as it poses a potential risk to human health due to exposure to hydrocarbons”.
From a strictly legal viewpoint, even if the Botafogo Praia Shopping did not give direct
cause to a contamination/damage (v.g., directly caused by the gas station), the co-owners of
Botafogo Praia Shopping may still be held liable if it – even involuntarily and unknowingly –
contributed to such contamination/damage. Thus, according to the law, the co-owners of
Botafogo Praia Shopping may be held liable for decontaminating its site and for providing
compensation to third parties if a damage to their health is caused or is likely to be caused by
34 See, e.g., ABNT/NBR 17505/06, which establishes requirements and guidelines for projects storage
facilities, handling and use of flammable and combustible liquids, including liquid waste, contained in
stationary tanks and / or containers, which are subject to constant inspections by involving risks to human
health and the environment.
35 The company may be subject to an administrative fine that may range from R$ 5.000,00 to R$
1.000.000,00, depending on the circumstances and damages verified (article 63 of the State Law no.
3,467/00).
36 In this case, the agent would be subject to the penalty of “reclusão” of one to four years or ”detenção” of
one to six months and a penalty fine , depending on the culpability, circumstances and damages verified
(article 56 of the Federal Law no. 9,605/98). Sanctions for environmental crimes established for legal
entities are: penalty fines, rights-restrictive measures, and/or rendering of services to the community
(article 21 of the Federal Law no. 9,605/1998). It should be stressed, however, that, in this specific case,
the imposition of criminal sanctions, though possible, seems to be unlikely, based on the information we
had access to.
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such contamination. Should this hypothesis occur, the co-owners of the Shopping would have
a civil action (ação de regresso) to recover expenses from the direct polluter (the gas station).
Notwithstanding, the factual and legal circumstances mentioned above apply to a
myriad of activities that are carried out in the vicinity of deactivated gas stations throughout
Brazil, specially in densely populated urban areas.
In the specific case, it seems to us that there would be no effective reason for the
imposition on the co-owners of the Shopping of the extremely severe rules concerning
environmental liability in Brazil, as per the factual assumptions taken into account on our email
dated October 17, 2011, which is attached hereto as Annex B.
7. Administrative and judicial proceedings
As per the information provided in the Data Room, there are no proceedings
(administrative or judicial) involving Botafogo Praia Shopping regarding environmental issues.
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SECTION III – BRADESCO LOAN
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BRADESCO LOAN
On December 10, 2007, Brookfield issued the Bank Credit Certificate no. 2,192,719
(“Credit Certificate”) based on which Banco Bradesco S.A. extended a loan to Brookfield (the
“Bradesco Loan”) in the amount of R$1,680,000,000.00 (one billion and six hundred and
eighty million Reais). The Credit Certificate regulates repayment of the loan and its
guarantees, among other matters.
Among other guarantees securing payment of the debt covered by the Credit
Certificate, Brookfield mortgaged its stake in Botafogo Shopping Property and assigned its
right to receive rent revenue from the tenants of both Botafogo Praia Shopping and Cidade
Shopping. Plaza Trust’s and MG Mall’s quotas were assigned on a fiduciary basis, and, latter,
as a result of a corporate restructure, Brookfield’s own quotas were also assigned.
The Credit Certificate was the object of 8 amendments. According to the 8 th
amendment to the Credit Certificate, executed on May 17, 2011 (“8 th Amendment”), Bradesco
authorized the sale of Brookfield’s interest in Brascan Open Mall, Office Floors of Edifício
Corporate Brascan Century Plaza, Botafogo Praia Shopping, Cidade Shopping and Itaupower
Shopping (the “Assets”), as well as the quotas of BPS BPS and CAE.
The authorization is effective until February 28, 2012, and is conditioned upon the
following minimum prices for the relevant assets: for the sale of 49% interest in Botafogo
Property and BPS, sale is authorized for the minimum amount of R$119,070,000.00 (one
hundred and nineteen million and seventy thousand Reais); for the sale of 50% interest in the
Cidade Properties and CAE, sale is authorized for the minimum amount of R$117,450,000.00
(one hundred and seventeen million and four hundred and fifty thousand Reais).
Part of the Bradesco Loan was already repaid with the sale of Brookfield’s interest in
Shopping Crystal and Shopping Piracicaba. Accordingly, as it is set forth in the 8 th
Amendment, the outstanding balance of the debt, on May 17, 2011, was of
R$1,660,344,568.57 (one billion, six hundred and sixty million, three hundred and forty four
thousand, five hundred and sixty eight Reais and fifty seven cents).
The 8 th Amendment also states that all amounts received from the sales of the Assets
shall be used to repay the loan, provided that Brookfield is authorized to retain a total of
R$85,000,000.00 (eighty five million Reais) from the sale of the Assets. In consideration to
such authorization, Bradesco also agreed that upon the sale, all guarantees that set an
encumbrance upon the properties (including the fiduciary assignment of the credit rights
arising from the lease of commercial spaces in the properties) shall be released.
With respect to the Botafogo Shopping Property, Brookfield undertook to inform
Bradesco of the sale with 5 days in advance so that Bradesco can issue a formal authorization
for the release of the mortgage set upon the property.
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There exist two other mortgages upon the Botafogo Shopping Property also set to
guarantee debts with Bradesco that are not related to the Credit Certificate 37 . Therefore,
although the cancelation of the mortgage created to guarantee the Credit Certificate has
already been agreed with Bradesco, no understanding has so far been reached with respect to
those other mortgages or to the debt that they guarantee.
Such other mortgages are related to a Conditional Assignment Agreement 38 , a
contract entered into by Plaza Trust and other companies previously to the acquisition of the
interest by Brookfield. Brookfield has confirmed that this debt is still outstanding, and a
separate authorization will have to be negotiated with Bradesco in relation to it.
It is important to point out that, upon the execution of the Credit Certificate, Brookfield
undertook to notify the banks where the rent revenue are deposited and the companies that
manage the shoppings to inform them of the fiduciary assignment of the credit rights.
Therefore, it is advisable that upon the sale of Botafogo Praia Shopping and Cidade Shopping,
such entities be again notified.
Finally, it seems that since the 8 th Amendment does not specify the particular
conditions under which the sale is authorized, it should be assumed that Bradesco has agreed
to sales made with payment in a singular installment. If payment is made in a different
manner, or any special conditions are set upon the sale agreement, Bradesco should
intervene to expressly authorize the sale.
37 There is also another mortgage, with a second creditor. Please refer to Chapter 2 of Section II of this
Report for further information on the mortgages on Botafogo Praia Shopping.
38 Please refer to Chapter 2 of Section II of this Report for further information on the Conditional Assignment
Agreement.
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