MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.

CNPJ/ME N. 07.816.890/0001-53

NIRE 33.3.0027840-1

Publicly traded Company

Minutes of the Board of Directors' Meeting

held on June 21, 2022

  1. Date, time and place: On the 21st of June 2022, at 4:00 PM, at the head office of
    Multiplan Empreendimentos Imobiliários S.A. ("Company") in the City and State of Rio de Janeiro, Av. das Américas, 4.200, block 2, suite 501, Barra da Tijuca.
  2. Call notice and attendance: The call notice was waived, and it was verified the attendance of the totality of the Board of Directors' members, in accordance with the Company's Bylaws.
  3. Presiding Board: Chairman: Mr. José Paulo Ferraz do Amaral; Secretary: Mr. Marcelo Vianna Soares Pinho.
  4. Agenda: Discuss and decide on the following matters: (i) payment of interest on shareholders´ equity in the gross amount of R$ 145,000,000.00 (one hundred and forty- five million reais); and (ii) new stock buyback program of the Company.
  5. Resolutions: The members of the Board of Directors decided, unanimously and without caveat, the following:

5.1. To approve the payment of interest on shareholders´ equity, regarding the period from January to June 2022, in the gross amount of R$ 145,000,000.00 (one hundred and forty-five million reais), which corresponds to R$ 0.24715441155 per share.

  1. Except for shareholders that are not subject to the tax under the terms of the applicable legislation, the payment of interest on shareholders´ equity will be made net of the withholding income tax of 15% (fifteen per cent), which shall result in an interest of R$ 0.21008124981 per share.
  2. The payment of the interest on shareholders´ equity will be made to shareholders registered in the Company´s books on June 24, 2022. The Company's shares shall be traded "ex interests" as of June 27, 2022, and the payment of the interest on shareholders´ equity to shareholders will be made up to June 30, 2023.
  3. Regardless of any dividends that may be declared by the Annual General Shareholders' Meeting to be held up to April 30, 2023, interest on shareholders´ equity shall be considered as part of the amount of the minimum mandatory dividend in connection with the fiscal year that ends on December 31, 2022, for its net value, i.e., deducted of income tax, in the terms of article 9, paragraph 7 of Law No. 9,249/95 and

in accordance with item III of Resolution No. 683/2012 of the Brazilian Securities Exchange Commission (Comissão de Valores Mobiliários) ("CVM").

  1. The total amount of interest on shareholders´ equity mentioned in the resolutions above respects the limits established in the article 9, paragraph 1 of Law No. 9,249/95.
  2. To authorize the Executive Officers of the Company to practice all necessary acts to implement the resolution approved in this item 5.1.

5.2. To approve the Company's new stock buyback program, through which the Company may trade up to fourteen million (14,000,000) own common shares, in accordance with the terms and conditions of Exhibit I hereto and subject to the provisions of CVM Resolution No. 77 of 03/29/2022 ("Buyback Program").

  1. The deadline for the trade of the authorized transactions is of twelve (12) months, starting June 22, 2022 through June 22, 2023 (including the starting and ending dates).
  2. To authorize the Executive Officers of the Company to practice all necessary acts to implement the Buyback Program, so that the Board of Executive Officers may trade with shares and derivatives authorized under the Buyback Program, at the time it deems appropriate, subject to the terms and limits established in the Buyback Program and in the applicable rules. The authorization hereby granted to the Board of Executive Officers includes, without limitation, (i) the acquisition of shares (a) to fulfill the Company's stock- based incentive programs; (b) to be held in treasury; and/or (c) to subsequent cancellation or transfer; and (ii) the transfer of shares eventually acquired under the Buyback Program, as well as shares currently held in treasury remaining from previous buyback programs.

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 Bylaws, and were duly signed electronically, and the members of the Board of Directors', Messrs. Gustavo Henrique de Barroso Franco, John Michael Sullivan and Duncan George Osborne sent their votes in writing.

Rio de Janeiro, June 21, 2022.

Marcelo Vianna Soares Pinho

Secretary

EXHIBIT I

INFORMATION REGARDING THE APPROVAL OF TRADING WITH OWN SHARES (as per Exhibit G of CVM Resolution No. 80, dated 03/29/2022)

1. Provide detailed justification on the objectives and expected economic effects of the transactions.

The Buyback Program aims to invest the available resources of the Company to maximize value creation for the shareholders. The transactions of shares and derivatives authorized under the Buyback Program may be carried out at the discretion of the Executive Board, at the time it deems appropriate, subject to the terms and limits established in the Buyback Program and in the applicable rules, and includes, without limitation, (i) the acquisition of shares (a) to fulfill the Company's stock-based incentive programs; (b) to be held in treasury; and/or (c) to subsequent cancellation or transfer; and (ii) the transfer of shares eventually acquired under the Buyback Program, as well as shares currently held in treasury remaining from previous buyback programs. No relevant economic effects are expected resulting from the approved transactions.

2. Inform the amount of (i) free float shares; and (ii) treasury shares.

On June 14, 2022, the Company had (i) 280,903,429 free float shares; and (ii) 14,083,101 treasury shares.

3. Inform the amount of shares that may be acquired or sold by the company.

The Company may negotiate up to 14,000,000 (fourteen million) 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 that may be kept in treasury, as per Article 9 of CVM Resolution No. 77, of March 29, 2022 ("CVM Resolution 77").

4. Description of the main features of the derivative instruments that the company may use, if any.

Within the scope of the Buyback Program, derivative instruments may be used, such as swap contracts, options and future structures with Company's shares as underlying asset, subject to the provisions of the applicable regulations.

5. Description, if any, of vote agreements or orientations entered into between the company and the counterparty of the transaction.

There won't be.

6. In the event of transactions performed out of the organized markets, information on (a) the highest (lowest) price at which the shares will be acquired (sold); and (b) if applicable, the reasons that justify the carrying out of the transaction at a price more than 10% (tem per cent) higher, in case of acquisition, or more than 10% (ten per cent) lower, in case of sale, than the average of the price weighted by the trade volume, in the last ten (10) auctions in the stock exchange.

Not applicable since the stock trading will not be performed out of the organized markets. In case of using derivative instruments, the transactions will comply with the price parameters established in Art. 4, § 4, of CVM Resolution 77.

7. If applicable, information on the effects that the negotiation will have on the control or administrative structures of the company.

Not applicable, as the Company estimates no relevant effects of the trades on its stock control on its ownership structure or administration.

8. Identify the counterparties, if known, and, if such counterparty is a company's related party, as defined in the accounting rules regarding this matter, provide the information required by Article 9 of CVM Resolution No. 81, of March 29, 2022.

The stock trading will be performed through the stock exchange, and it is not possible to identify the counterparties in the operations. Notwithstanding, the Company, through its Securities Trading Policy, adopts mechanisms to prevent that their controlling shareholders, managers and members of the fiscal council (if in operation) act as counterparts in any transactions carried out by the Company on organized markets. The derivative instruments eventually used will be contracted under market conditions with qualified financial institutions who will not be related parties of the Company.

9. Indicate the destination of the funds raised, if applicable.

The shares eventually acquired may be used (a) to fulfill the Company's stock-based incentive programs; (b) to be held in treasury; (c) to be cancelled; in which cases the Company will not raise funds. However, in the event the Company decides to transfer shares, as permitted by the program, the funds raised will join the Company's general resources and may be destined to the Company's operations, as well as the funds eventually obtained with derivative operations.

10. Indicate the deadline for settlement of the authorized operations.

The deadline for the trade of the authorized transactions is of twelve (12) months, starting June 22, 2022 through June 22, 2023 (including the starting and ending dates).

11. Identify the institutions that will act as intermediaries, if any.

For trading on the stock exchange, the Company may use one or more of the following intermediary institutions: (a) Bradesco S/A CTVM, with headquarter at Avenida Paulista No. 1450, 7th floor, São Paulo, SP; (b) Credit Suisse Brasil S.A. CTVM, with headquarter at R. Leopoldo Couto Magalhaes Jr. No. 700, 10th, 12th, 13th and 14th floors, São Paulo, SP; (c) Credit Suisse Proprio Ativos de Formador de Mercado - FIM IE, with headquarter at R. Leopoldo Couto Magalhaes Jr. No. 700, 11th, 13th and 14th floors (part), São Paulo, SP; (d) Itaú CV S.A., with headquarter at Av. Brigadeiro Faria Lima No. 3400, 10th floor, São Paulo, SP; and (e) BTG Pactual CTVM S.A., with headquarter at Av. Brigadeiro Faria Lima No. 3477, 14th floor, part, São Paulo, SP.

12. Specify the available funds to be used, pursuant to art. 8, § 1st, of CVM Resolution No. 77, of March 29, 2022.

According to financial statements regarding the quarter ended on March 31, 2022, the Company has R$ 3,450,656 thousand in capital budget reserve deemed as available funds pursuant to Article 8, § 1st, of CVM Resolution 77.

13. Specify the reasons why the members of the Board feel comfortable that the buyback of shares will not adversely affect the fulfillment of the obligations entered into by the Company with its creditors or the payment of mandatory dividends, either fixed or minimum.

The Company has, on this date, full capacity in paying its financial commitments, since its operations are consistently cash-generating.

Even in the event of buyback of totality of the 14,000,000 shares subject of the Company's Buyback Program, the Company, according to the management's judgement, would preserve full capacity to pay its financial obligations, based on the financial statements regarding the quarter ended on March 31, 2022. Additionally, before each transaction, it will be taken all necessary steps to ensure that the financial situation of the Company supports the settlement of such transaction.

In view of the above reasons, as well as the Board of Directors' overall evaluation regarding the Company's financial situation, there are no reason, on this date, indicating that the execution of the Buyback Program may adversely affect the fulfillment of the obligations entered into by the Company with its creditors or the payment of mandatory dividends, either fixed or minimum.

*****

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Multiplan Empreendimentos Imobiliários SA published this content on 21 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 June 2022 22:04:05 UTC.