MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A.

CNPJ/MF N. 07.816.890/0001-53
NIRE 33.3.0027840-1
Publicly-held Company
Minutes of the Board of Directors Meeting
held on February 20th, 2015

1. Date, time and place: On February 20th, 2015, at 15:00 pm, at the head office of
Multiplan Empreendimentos Imobilirios S.A. (Company) in the City and State of Rio
de Janeiro, Av. das Amricas, 4.200, block 2, 5th floor.
2. Call notice and attendance: Meeting called in accordance with the Company's
Bylaws, with the attendance by all members of the Board of Directors.
3. Presiding Board: Chaired the meeting, pursuant article 19 of the Companys
Bylaws, Mr. Eduardo Kaminitz Peres and Mr. Marcelo Vianna Soares Pinho to act as
the secretary.
4. Agenda: Discuss about the following matters: (i) proposal to the Companys
Annual Business Plan, including the capital budget and operational budget to the
financial year of 2015; (ii) Auditors report, Managements report, officers account and
Companys Financial Statements regarding the fiscal year ended on December 31st,
2014, to be submitted to the Companys Annual Meeting; (iii) proposal of destination of
net income and distribution of complementary dividends by the Company, to be
submitted to the Companys Annual Meeting; and (iv) feasibility study of the
expectation of future taxable income generation to permit the deferred tax assets.
5. Resolutions: The members of the Board of Directors decided, unanimously and
without caveat, the following:
5.1. Approval of the Annual Business Plan submitted by Companys Management,
including the capital budget and operational budget for the financial year of 2015.
5.2. Approval of the Auditors Report, the Managements Report, the Officers Account
and the Companys Financial Statements regarding the fiscal year ended on
December 31st, 2014, to be submitted to the Companys Annual Meeting approval,
which call notice will be made in accordance with the law and the Companys Bylaws.
5.3. Approval of the proposal of destination of net income regarding the fiscal year
ended on December 31st, 2014, submitted by Companys Management, in the total
amount of R$ 368,201,493.46, to be submitted to the Companys Annual Meeting,
according to the following terms: R$ 18,410,074.67 to Legal Reserve; R$
174,895,709.40 to Expansion Reserve; and R$ 174,895,709.39 as distribution of
dividends and interest on shareholders equity to the Companys shareholders, of that
amount, R$ 19,895,709.39 as complementary dividends to be paid up to 60 days from
the Companys Annual Meetings date, all as set forth below:

Proposal on Destination of the Net Income 2014

Net income for the year
Legal Reserve
Adjusted Net Income

R$
368,201,493.46
(-) 18,410,074.67
349,791,418.79

Minimum Mandatory Dividends*

87,447,854.70

*Amount not distributed, due to the distribution of interest on shareholders'

equity have been made higher than the minimum mandatory dividend.

Interest on shareholders equity approved on 2014 (gross amount)

Destination Percentage (gross amount)
Income tax withheld at Interest on shareholders equity
Interest on shareholders equity approved on 2014 (net of taxes)
Destination Percentage (net of taxes)
Complementary Dividends

155,000,000.00
44.31%
21,966,758.00
133,033,242.00
38.03%
19,895,709.39

Interest on shareholders equity approved on 2014 (gross

amount) + Complementary Dividends
Destination Percentage

174,895,709.39

Expansion/ Development Reserve

174,895,709.40

50.00%

5.4. Approval of the feasibility study of the expectation of future taxable income
generation of the deferred tax assets in compliance with CVM Rule N. 371/02, as per
the proposal submitted by Companys Management to the Board of Directors.
5.5. The Board of Directors authorized the management of the Company to practice all
necessary acts to implement the resolutions herein approved by the Company and/or
through its subsidiaries companies.
6. Closing, Drawing Up, and Approval of the Minutes: With no further issue to be
addressed, these minutes was approved as per article 17, 2nd paragraph and article 19
of the Bylaws, and was duly signed by the members of the Board of Directors which
attended the meeting. The members of the Board of Directors, Messrs. Jos Paulo
Ferraz do Amaral, Jos Carlos de Arajo Sarmento Barata, John Michael Sullivan and
Russell Todd Goin sent their votes in writing.
Rio de Janeiro, February 20th, 2015.

______________________________
Marcelo Vianna Soares Pinho
Secretary