Multiplus : Material Fact | Operation between related parties

Barueri, September, 28, 2017 - Multiplus S.A. (B3: MPLU3) ('Company'), pursuant to the Provisions of Law No. 6.04/76 and CVM [Brazilian Securities Commission] Instruction No. 358/02, as amended, hereby informs its shareholders and the market in general, that the Company's Board of Directors, following discussions between the Company and the LATAM group about ways of expanding the Company's international operations, has approved, on this date, the basic assumptions which will provide the guidelines for the definitive documents to be agreed and signed with the LATAM group (' Operation'), as described below:

(i)Maintenance of the two coalitions 'MULTIPLUS' and 'LATAMPASS';

(ii)the Company will thus have unrestricted access to the flights of airline companies that are part of, and/or will become part of the LATAM group -including, but not limited to, LATAM Brasil and LATAM Chile ('Airline Companies'), doubling the airline ticket redemption options for members of the Company's coalition network; with destinations in Sydney, Melbourne, Miami, New York, Los Angeles, Barcelona, Madrid, Lima, Cusco, Cartagena, Buenos Aires, Bariloche, Ilha de Pascoa.

(iii)the company will have the right to operate exclusively as coalition in the following regions: Brazil, Paraguay, Mexico, the United States, and all European countries, while LATAM will have the right to operate as coalition exclusively in Central America and South America (except for Paraguay, Brazil and Mexico); and

(iv)the Company and the LATAM group will make their best efforts to define which of the two coalitions, will serve the other countries not listed above, when these countries exceed a level of 200,000 members. Provisionally, until the level of 200,000 members is reached, residents in Canada will accrue MULTIPLUS points, while residents of other countries will accrue LATAMPASS.

The Company's management believes that the implementation of this Operation is positive, furthermore allowing for the possible maximization of growth opportunities in several markets and regions. Any partners and members impacted in the Company's coalition network will be informed in a timely manner about the specific changes in their relationship with the Company and the new rules that will apply to them.

Approval by the Company's Board of Directors was given following a favorable opinion by the Committee for Finance, Audit, Governance and Related Parties and a favorable 'fairness opinion' issued by the consulting firm Stern Value Management. The Company does not expect this operation to produce any material accounting and/or tax impacts.

For this operation, the law firm BMA - Barbosa Müssnich Aragão was hired as the legal advisor to the Company.

It is estimated that the Operation will be concluded by the first semester of 2018, with the Company undertaking to keep its shareholders and the market informed about matters relating to this Material Fact notice.

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