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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
CNPJ/MF No. 07.816.890/0001-53
NIRE 33.3.0027840-1
Publicly-held Company
Minutes of the Board of Directors’ Meeting
held on April 16th, 2014
1. Date, time and place: On April 16th, 2014, at 4:30 pm, at the Multiplan
Empreendimentos Imobiliários S.A. (“Company”) head office in the city and state of
Rio de Janeiro, at Av. das Américas, 4.200, block 2, 5th floor.
2. Call notice and attendance: Meeting called in accordance with the Company's
bylaws and held by conference call, as authorized by Article 17, 2nd paragraph of
the Bylaws. The meeting was held with the presence of the majority of members of
the Board of Directors. The member of the Board of Directors Mr. José Carlos de
Araújo Sarmento Barata justified his absence.
3. Presiding the Board: Chairman: Mr. José Isaac Peres; Secretary: Mr. Marcelo
Vianna Soares Pinho.
4. Agenda: Examine and discuss the granting of stock options in 2014 to the
Company’s employees.
5. Resolutions: The members of the Board of Directors discussed the item of the
Agenda and approved, unanimously and without any exceptions, the following:
5.1. Approved the granting of stock options for the purchase of 2,214.550
(two million, two hundred and fourteen thousand, five hundred fifty) shares issued
by the Company, to be granted in the financial year of 2014, under the terms of
the Company’s Stock Option Plan approved by the Extraordinary General Meeting
held on July 6th, 2007 (the “Plan”), as per the proposal submitted by Company’s
Management to the Board of Directors. The beneficiaries of the options shall
settle a Stock Option Grant Agreement with the Company (the “Option
Agreement”) under the terms of item 4.3 of the Plan, up to 30 days of the present
date, being considered, for settlement of the strike price, this day of April 16th,
2014 as the options granting date. The strike price will be R$ 48.03 per share,
which corresponds to the average of prices of the Company´s shares (same class
and type) in the last 20 trading sessions at BM&FBOVESPA immediately prior to
the date of the stock option granting, according to the trading volume, as set forth
in the section 6.1 of the Company´s Stock Option Plan. According to the section
171, paragraph 3 of Law n. 6.404/76 and section 8, paragraph 1 of the
Company´s By-Laws, as well as section 5.3 of the Company’s Stock Option Plan,
the Company´s shareholders shall not have the privilege on the granting or on the
exercise of the option under the Stock Option Grant Agreement.
5.2. The Board of Directors authorized the Company’s Management to
implement the resolutions herein approved.
6. Closing, Drawing Up, and Approval of the Minutes: With no further issues to be
addressed, these minutes were approved, as per the terms of the Company’s By-
laws, and were duly signed by the members of the Board of Directors which
attended the meeting. The members of the Board of Directors Mr. John Michael
Sullivan, Mr. Russell Todd Goin and Mr. José Paulo Ferraz do Amaral will send
their votes in writing.
April 16th, 2014.
_________________________
Marcelo Vianna Soares Pinho
Secretary
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