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MULTIPLAN Empreendimentos Imobiliarios S.A. Board of Directors' Meeting held On May 28 th, 2014. Meeting called in accordance with the Article 17 th of the Company's bylaws. Resolutions: Approved the new Company's stock buyback program.
MULTIPLAN Empreendimentos Imobiliarios S.A. Board of Directors' Meeting held On May 28 th, 2014. Meeting called in accordance with the Article 17 th of the Company's bylaws. Resolutions: Approved the new Company's stock buyback program.
MULTIPLAN Empreendimentos Imobiliarios S.A. Board of Directors' Meeting held On May 28 th, 2014. Meeting called in accordance with the Article 17 th of the Company's bylaws. Resolutions: Approved the new Company's stock buyback program.
Minutes of the Board of Directors Meeting held on May 28 th , 2014
1. Date, time and place: On May 28 th , 2014, at 11:00 am, at the Multiplan Empreendimentos Imobilirios S.A. (Company) head office in the City and State of Rio de Janeiro, Av. das Amricas No. 4.200, block 2, room 501, Barra da Tijuca.
2. Call notice and attendance: Meeting called in accordance with the Article 17 th of the Company's bylaws with the presence of all its members of the Board of Directors.
3. Presiding Board: Chairman: Mr. Jos Paulo Ferraz do Amaral; Secretary: Mr. Marcelo Vianna Soares Pinho.
4. Agenda: Discuss about the following matters: (i) New Stock Buyback Program; (ii) Amendment of the Company's Code of Conduct to reflect the recent changes in Brazilian legislation; (iii) Amendment to the Companys Relevant Act or Fact Disclosure Policy to reflect the recent changes in Brazilian legislation; (iv) Presentation of the 2014 first quarter results, Company's funding and its cash availability; (v) Update on the status of ongoing projects; and (vi) General matters.
5. Resolutions: The members of the Board of Directors decided, unanimously and without exceptions, the following:
5.1. Approved the New Companys Stock Buyback Program, according to the following terms:
(a) Number of shares to be acquired: up to 3,600,000 common shares with no par value, issued by the Company, without reduction of the capital stock, which amount represents, in May 27 th , 2014, 4.71% of the 76,421,595 total outstanding common shares as per Article 5 of Instruction CVM No. 10/80.
(b) Companys Purpose in the transaction: The program aims to invest the available resources of the Company to maximize value creation for the shareholders. The shares to be acquired under the repurchase may be used: (a) to fulfill exercise of options under the Company stock options programs; (b) to be held in treasury; (c) be cancelled; or (d) sold; all at the discretion of the Executive Board.
(c) Maximum term for the Shares Acquisition: 365 days, starting May 29 th , 2014, ending May 28 th , 2015.
(d) Financial institutions to act as intermediaries in the acquisition of shares: (a) Bradesco S/A Corretora de Ttulos e Valores Mobilirios, with headquarters at Rua lvares Penteado, n. 151, So Paulo, SP; (b) Credit Suisse Brasil S.A. CTVM, with headquarters at Av. Brigadeiro Faria Lima, n. 3.064, 13 andar, So Paulo, SP; (c) Ita Corretora de Valores S.A., with headquarters at Av. Engenheiro Armando de Arruda Pereira, n. 707, 15 andar, So Paulo, SP; (d) BTG Pactual Corretora de Ttulos e Valores Mobilirios S.A., with headquarters at Av. Brigadeiro Faria Lima, n. 3729, 10 andar, So Paulo, SP.
5.1.1. The shares, while held in treasury, shall have no equity or political rights.
5.2. Approved the proposed new wording of the Company's Code of Conduct, in order to adjust it to the provisions of Federal Law No. 12,846 of August 1, 2013, as per the proposal submitted by Management to the Board of Directors.
5.2.1. The Code of Conduct will remain filed at the Companys head office and is available in the website of the Company (http://ri.multiplan.com.br) and CVM (http://www.cvm.com.br).
5.3. Approved the proposed new wording of the Companys Relevant Act or Fact Disclosure Policy, in order to adjust it to the provisions of Instruction CVM No. 547 of February 5 th , 2014, as per the proposal submitted by Management to the Board of Directors.
5.3.1. The Companys Relevant Act or Fact Disclosure Policy will remain filed at the Companys head office and is available in the website of the Company (http://ri.multiplan.com.br) and CVM (http://www.cvm.com.br).
5.4. Discussed without exceptions the results for the first quarter of 2014, Company's funding and its cash availability.
5.5. Discussed without exceptions the Companys ongoing projects;
5.6. Discussed the Companys general matters.
5.7. The Companys officers are hereby authorized to practice whatever acts are necessary to implement the resolutions mentioned above.
6. Closing, Drawing Up, and Approval of the Minutes: With no further issues to be addressed, these minutes were read, approved and duly signed by the members of the Board of Directors which attended the meeting.