MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
CNPJ/MF No. 07.816.890/0001-53
NIRE No. 33.3.0027840-1
Publicly-held Company
Minutes of the Board of Directors’ Meeting
held on June 17th, 2015
1. Date, time and place: On June 17th, 2015, at 5:00 pm, at the Multiplan
Empreendimentos Imobiliários S.A. (“Company”) head office in the city and state of Rio de
Janeiro, at Av. das Américas No. 4.200, block 2, 5th floor, Barra da Tijuca.
2. Call notice and attendance: Meeting called in accordance with the Company's Bylaws,
with the attendance of the totality of the Board of Directors’ members.
3. Presiding the Board: Chairman: Mr. José Paulo Ferraz do Amaral; Secretary: Mr.
Marcelo Vianna Soares Pinho.
4. Agenda: Discuss about the following matters: (i) new Company’s Stock Buyback
Program; and (ii) the execution of an amendment to the Lease Agreement, between the
Company and Divertplan Entretenimento Ltda. (“Divertplan”), related to the area located at
“BH Shopping”.
5. Resolutions: The members of the Board of Directors decided, without caveat, the
following:
5.1. Approve the new Company’s Stock Buyback Program, according to the following terms:
(i) Number of shares to be negotiated: Up to 3,600,000 common shares with no par value,
issued by the Company, without reduction of the capital stock, also subject to the threshold
of 10% of the total outstanding Company’s common shares, as per Article 3 of Instruction
CVM No. 10/80. The Company currently has a total of 79,780,368 outstanding shares, as per
definition of Article 5 of the aforesaid Instruction.
(ii) Company’s purpose in the transaction: The program aims to invest the available
resources of the Company to maximize value creation for the shareholders. The shares
eventually acquired under the Stock Buyback Program may be used (a) to fulfill exercise of
options under the Company stock options programs; (b) to be held in treasury; (c) to be
cancelled; or (d) subsequent sale; all at the discretion of the Executive Board, at the time it
deems convenient, subject to the terms and limits established in the Stock Buyback
Program.
(iii) Deadline for the consummation of the authorized transactions: 365 days, starting June
17th, 2015, ending June 16th, 2016.
(iv) Financial institutions to act as intermediaries in the authorized transactions: (a) Bradesco
S/A Corretora de Títulos e Valores Mobiliários, with headquarters at Avenida Paulista No.
1450, 7th floor, São Paulo, SP; (b) Credit Suisse Brasil S.A. CTVM, with headquarters at Rua
Leopoldo Couto Magalhaes Jr. No. 700, 10th, 12th, 13th and 14th floors, São Paulo, SP; (c)
Itaú Corretora de Valores S.A., with headquarters at Avenida Brigadeiro Faria Lima No.
3400, 10th floor, São Paulo, SP; (d) BTG Pactual Corretora de Títulos e Valores Mobiliários
S.A., with headquarters at Av. Brigadeiro Faria Lima No. 3477, 14th floor - part, São Paulo,
SP.
5.1.1. The shares, while held in treasury, shall have no equity or political rights.
5.2. In accordance with Article 22, item “o” of the Company’s Bylaws, approve the execution
of an amendment to the Lease Agreement executed between the Company, as lessor, and
Divertplan, as lessee, related to the stores numbers NL-37/38/39/40/41/42/43, with a total
area of 1,009.35 square meters, located at “BH Shopping”, in the City of Belo Horizonte,
State of Minas Gerais, which has as purpose the renewal of the lease term, on the date of its
termination, for the same period of the agreement currently in force, without any other
changes to the terms and conditions of the above mentioned Lease Agreement.
5.3. The Board of Directors authorized the Management of the Company to practice all
necessary acts to implement the discussed matters, directly by the Company and/or through
its subsidiaries.
6. Closing, Drawing Up, and Approval of the Minutes: With no further issue to be
addressed, these minutes were approved as per Article 17, 2nd paragraph and Article 19 of
the Company’s Bylaws, and were duly signed by the members of the Board of Directors who
attended the meeting. The members of the Board of Directors’, Messrs. José Carlos de
Araújo Sarmento Barata, Leonard Peter Sharpe, John Michael Sullivan and Salvatore Iacono
sent their votes in writing.
Rio de Janeiro, June 17th, 2015.
______________________________
Marcelo Vianna Soares Pinho
Secretary