BR PROPERTIES S.A. CNPJ/MF nº 06.977.751/0001-49 NIRE 35.300.316.592 MINUTES OF THE ANNUAL SHAREHOLDERS MEETING HELD ON 28 APRIL 2017 Date, Time and Place: Held on 28 April 2017, at 10:30 a.m., at BR Properties S.A. s ( Company ) headquarters, in the city of São Paulo, State of São Paulo, at Av. Das Nações Unidas, No. 12.495, Centro Empresarial Berrini, Torre A Torre Nações Unidas, 18th Floor, Room 181, Brooklin Novo. Call Notice and Publications: (a) The management s report, Company's financial statements and independent auditors report for the fiscal year ended 31 December 2016 were published in the newspapers Diário Oficial do Estado de São Paulo and Valor Econômico on 14 February 2017; and (b) the Call Notice was published in the newspapers Diário Oficial do Estado de São Paulo on 13, 14 and 18 April 2017 and Valor Econômico on 13, 15 and 18 April 2017. All documents related to the matters to be resolved, pursuant to CVM Instruction 481, of 17 December 2009, as amended ( CVM Instruction 481 ), were made available to shareholders at the headquarters of the Company and/or on the internet (www.brpr.com.br, www.cvm.gov.br and www.bmfbovespa.com.br). Attendance: Shareholders representing approximately 86.21% (eighty six point twenty two per cent) of the Company s capital stock, according to (a) the signatures included in the Company s Record of Attendance of Shareholders; and (b) the summarized voting map made available by the Company on 27 April 2017, drafted based on the valid remote voting forms received through the institutions and/or brokers registered with the BM&FBOVESPA, by Itaú Corretora de Valores S.A., in its capacity of bookkeeping agent of the Company s shares, and also directly by the Company, pursuant to CVM Instruction 481 ( Summarized Map ). The following persons also attended the Meeting: the Chief Executive Officer, Mr. Martín Andrés Jaco; and Mr. Ederson Rodrigues de Carvalho, legal representative from KPMG Auditores Independentes, the auditing firm responsible for auditing the Company s financial statements for the fiscal year ended 31 December 2016. Board: After confirming that a quorum was present, the presiding board was formed by the Chairman, Mr. Martín Andrés Jaco and by the Secretary, Ms. Vanessa Rizzon. Reading of documents, votes and transcription of the minutes: (a) the reading of the documents related to the matters to be discussed in this Meeting was waived, as they were fully understood by the shareholders and had been (i) made available to the shareholders at the Company s headquarters; (ii) made available to the shareholders at the Company s Investors Relations website; (iii) sent to BM&FBOVESPA, pursuant to article 124, Paragraph 6, of Law No. 6.404, of 15 December 1976, as amended ( Brazilian Corporate Law ); and (iv) made available to the Company s shareholders at the Brazilian Securities and Exchange Comission - CVM s website; (b) the Summarized Map was read and and made available to the attending shareholders for consultation, pursuant to Article 21-W, paragraph 4, of CVM Instruction 481;
(c) votes, protests and dissidences submitted by the shareholders, including the consolidated voting map of the votes performed through remote voting forms, were numbered, received and certified by the Board and filed at the Company's headquarters, pursuant to article 130, Paragraph 1, of the Brazilian Corporate Law; and (d) the transcription of these minutes in summary form and its publication without the signatures of all shareholders was authorized, pursuant to article 130, Paragraph 1, of the Brazilian Corporations Law. Agenda: To discuss and resolve on the following matters: (i) examination of the Company's financial statements and independent auditors report for the fiscal year ended 31 December 2016; (ii) approval of the allocation of income for the fiscal year ended 31 December 2016; (iii) approval of the Company s capital budget for the fiscal year of 2017; and (iv) approval of the annual compensation of the Company's management for the fiscal year of 2017. Resolutions: After examining and discussing the matters on the Agenda, the Company s shareholders approved: (i) (ii) Unanimously, with abstentions duly noted, and with no exceptions, the financial statements and the independent auditors report for the fiscal year ended 31 December 2016; Unanimously, with abstentions duly noted, and with no exceptions, the allocation of the net income for the fiscal year ended 31 December 2016 of R$28,845,989.26 (twenty eight million, eight hundred forty five thousand, nine hundred eighty nine reais and twenty six cents): (a) (b) (c) legal reserve of 5% (five percent) of the net income, or R$1,442,299.46 (one million, four hundred forty two thousand, two hundred ninety nine reais and forty six cents); payment of the minimum mandatory dividend of 25% (twenty five percent) of the net income (net of the 5% allocated to the legal reserve), or R$6,850,922.45 (six million, eight hundred fifty thousand, nine hundred twenty two reais and forty five cents), corresponding to R$0.023055083 per share, excluding the shares held in treasury on this date and withholding income tax, pursuant to the applicable law; and allocation of the remaining balance of R$20,552,767.35 (twenty million, five hundred fifty two thousand, seven hundred sixty seven reais and thirty five cents) to the Company s capital budget to be approved in item (iii) below. Shareholders who will be entitled to such dividends mentioned in item (b) above are those registered as such on 28 April 2017, the date of this Meeting. As of 02 May 2017, the Company's shares will be traded "ex-dividend". The payment of dividends shall be made by the Company within sixty (60) days from the date of this resolution (iii) Unanimously, with abstentions duly noted and with no exceptions, the Company s capital budget for the fiscal year of 2017 of R$2,207,529,215.13 (two billion, two hundred seven million, five hundred twenty nine thousand, two hundred fifteen reais and thirteen cents). Such resources shall be allocated as follows: 2
(a) (b) (c) R$74,927,820.07 (seventy four million, nine hundred twenty seven thousand, eight hundred twenty reais and seven cents) for the development or incorporation/maintenance of properties; R$2,125,750,523.64 (two billion, one hundred twenty five million, seven hundred fifty thousand, five hundred twenty three reais and sixty four cents) for amortizations and financial expenses; and R$6,850,922.45 (six million, eight hundred fifty thousand, nine hundred twenty two reais and forty five cents) for the payment of dividends as mentioned in item (ii) above. (iv) By a majority of the votes, with abstentions duly noted and with no exceptions, the amount of R$13,130,052.00 (thirteen million, one hundred thirty thousand, fifty two reais) for the annual compensation of the Company's management (Board of Officers and Board of Directors) for the fiscal year of 2017, comprised of: (a) (b) (c) (d) R$2,960,052.00 (two million, nine hundred sixty thousand, fifty two reais) as bonus to be paid for the fiscal year of 2017, including the minimum and maximum amount expected on the remuneration plan, considering the target met and the amount effectively recognized in the income of the fiscal year of 2017; R$1,185,000.00 (one million, one hundred eighty five thousand reais) for the Board of Officers; R$2,766,000.00 (two million, seven hundred sixty six thousand reais) for remuneration and indirect benefits of the Board of Directors; and R$6,219,000.00 (six million, two hundred nineteen thousand reais) for amortization expenses regarding the stock options and subscription of shares by the members of the Board of Directors, which shall be incurred in the fiscal year of 2017. The Company informs that, pursuant to article 21, paragraph 6, of CVM Instruction 480, of 7 December 2009, as amended, the number and percentages of votes in favor, dissenting and abstentions for each one of the matters in the agenda above which were discussed are contained in the Voting Map attached to this minutes as Exhibit I. Closing: There being no further matters to be discussed, the attendants were given the opportunity to speak, and there being no intentions to do so, the Meeting was closed and the minutes were produced. After the meeting s reopening, the minutes were read, approved and signed by all attendants. Board: Martín Andrés Jaco President; Vanessa Rizzon Secretary. Attending shareholders: GP REAL PROPERTIES II C, LLC STICHTING PENSIOENFONDS VOOR HUISARTSEN VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F THE CHURCH COMISSIONERS FOR ENGLAND PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO AQR EMERGING SMALL CAP EQUITY FUND, L.P. EMINENCE HOLDINGS LLC 3
PS LATIN AMERICA LLC PS INTL LATAM LLC VINTAGE MACRO MASTER FUNDO DE INVESTIMENTO MULTIMERCADO VINTAGE MACRO PLUS MASTER FI MULTIMERCADO IE PARAMETRIC EMERGING MARKETS CORE FUND CARNEGGIE LLC ADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFO ALPINE EMERGING MARKETS REAL ESTATE FUND CAISSE DE DEPOT ET PLACEMENT DU QUEBEC AMERICAN FUNDS INS SER GL SMALL CAPITALIZ FD CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM CANADA PENSION PLAN INVESTMENT BOARD CF DV ACWI EX-U.S. IMI FUND COLLEGE RETIREMENT EQUITIES FUND CORNERSTONE ADVISORS GLOBAL PUBLIC EQUITY FUND EMERGING MARK SMALL CAPITALIZAT EQUITY INDEX NON-LENDA FD B EMERGING MARKETS SMALL CAPIT EQUITY INDEX NON-LENDABLE FUND EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX FUND FAMA SMALL & MID CAPS MASTER FIA FEBE VALOR FUNDO DE INVESTIMENTO EM ACOES FIDELITY INVESTMET TRUST FIDELITY EMERGING MARKETS DISCOVER FLORIDA RETIREMENT SYSTEM TRUST FUND FORD MOTOR CO DEFINED BENEF MASTER TRUST GOLDMAN SACHS GIVI GLOBAL EQUITY - GROWTH M TILT PORTFOLIO INTERNATIONAL MONETARY FUND INVESCO FUNDS INVESCO PERPETUAL LATIN AMERICAN FUND ISHARES III PUBLIC LIMITED COMPANY ISHARES MSCI BRAZIL SMALL CAP ETF ISHARES MSCI EMERGING MARKETS SMALL CAP ETF JAPAN TRUSTEE SERV BANK, LTD. A T F RB M S F E C R E FUND KAPITALFORENINGEN INVESTIN PRO, GLOBAL EQUITIES I LATIN AMERICA REAL ESTATE ETF LAZARD INTERNATIONAL REALTY EQUITY PORTFOLIO LEGAL AND GENERAL ASSURANCE PENSIONS MNG LTD MARKET VECTORS BRAZIL SMALL-CAP ETF NORGES BANK NORTHERN FUNDS GLOBAL REAL ESTATE INDEX FUND NORTHERN TRUST COLLECTIVE EAFE SMALL CAP INDEX FUND-NON LEND NTGI-QM COMMON DAC WORLD EX-US INVESTABLE MIF LENDING OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM PIMCO EQUITY SERIES PIMCO RAE FUNDAMENTAL EMERGING MARKETS F PIMCO FUNDS GLOBAL INVESTORS SERIES PLC PIMCO RAE FUNDAMENTAL EMERGING MARKETS FUND LLC SCHWAB FUNDAMENTAL GLOBAL REAL ESTATE INDEX FUND SMALLCAP WORLD FUND.INC SPDR S&P EMERGING LATIN AMERICA ETF SPDR S&P EMERGING MARKETS SMALL CAP ETF SSBAT CO INVESTMENT FDS FOR TAX ERP - MSCI EMS CAP ISL FD ST ST MSCI EMERGING MKT SMALL CI NON LENDING COMMON TRT FUND ST STR RUSSELL FUND GL EX-U.S. INDEX NON-LEND COMMON TR FD ST STR MSCI ACWI EX USA IMI SCREENED NON LENDING COMM TR FD STATE ST B AND T C INV F F T E RETIR PLANS SUNSUPER SUPERANNUATION FUND THE BANK OF NEW YORK MELLON EMP BEN COLLECTIVE INVEST FD PLA 4
THE HIGHCLERE INTERNATIONAL INVESTORS EMERGING M SMID FUND THE PENSION RESERVES INVESTMENT MANAG.BOARD UTAH STATE RETIREMENT SYSTEMS VANGUARD EMERGING MARKETS STOCK INDEX FUND VANGUARD FTSE ALL-WORLD EX-US SMALL-CAP INDEX FUND ASOVIEIF VANGUARD GLOBAL EX-U.S. REAL ESTATE INDEX F A S O V I E I F VANGUARD TOTAL WSI FD, A SOV INTERNATIONAL EQUITY INDEX FDS VIRGINIA RETIREMENT SYSTEM WASHINGTON STATE INVESTMENT BOARD WELLS FARGO BK D OF T ESTABLISHING INV F FOR E BENEFIT TR. This is a true copy of the minutes recorded in the proper corporate book. São Paulo, 28 April 2017. Martín Andrés Jaco Chairman Vanessa Rizzon Secretary 5
Exhibit I Voting Map Agenda Item In Favor Dissenting Abstentions Number of Shares % Number of Shares % Number of Shares % (i) Financial statements and independent auditors report 254,535,228 99.01 0 0.00 2,555,371 0.99 (ii) Allocation of income 255,734,399 99.47 0 0.00 1,356,200 0.53 (iii) Capital budget 255,734,399 99.47 0 0.00 1,356,200 0.53 (iv) Management s compensation 241,904,658 94.09 13,829,741 5.38 1,356,200 0.53 6