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

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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