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

DOCS - 351174v1
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.
24