MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.

CNPJ/MF N. 07.816.890/0001-53

NIRE 33.3.0027840-1

Publicly traded Company

Minutes of the Board of Directors' Meeting

held on February 27, 2023

  1. Date, time and place: On the 27th of February 2023, at 11:00 AM, at the head office of Multiplan Empreendimentos Imobiliários S.A. ("Company"), on Av. das Américas No. 4.200, Block 2, suite 501, Barra da Tijuca, in the City and State of Rio de Janeiro.
  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) proposal for payment of bonus to the former CEO for the 2022 fiscal year; and (ii) the grant of restricted shares to Company's executives regarding 2022, under the terms of the Company's Restricted Shares' Grant Plan (as defined below).
  5. Resolutions: The members of the Board of Directors decided, without caveat, with abstention of the those legally prevented, as the case may be, the following:
  1. To approve the bonus to be paid to the Company's former Chief Executive Officer
    (CEO) related to fiscal year ended on December 31, 2022, as per proposal submitted by Management to the Board of Directors.
  2. To approve the granting of two million, one hundred and seventy two thousand and five hundred (2,172,500) restricted shares regarding the fiscal year of 2022, under the terms of the Company's Restricted Shares' Grant Plan approved by the Company´s Extraordinary General Meeting held on July 20, 2018 ("Restricted Shares Plan"), as per the list of participants proposed by the Company's Management, and according to the terms and conditions of the 5th Program of Grant of Restricted Shares ("5th Program") and of the Grant Agreement template ("Grant Agreement"), which are attached hereto as Exhibit I.

5.2.1. The grant of the restricted shares to the participants of the 5th Program shall be consummated upon execution of the respective Grant Agreement, under the terms of Section 5.2 of the Restricted Shares Plan, up to thirty (30) days from the grant date, it being considered, for the purposes of setting the reference price, February 27, 2023 as the grant date of the restricted shares. The reference price per restricted share shall

correspond to the closing quote of the Company's shares at B3 S.A. - Brasil, Bolsa, Balcão on the trading session of the grant date.

5.2.2. The wording of the 5th Program and the Grant Agreement template refer specifically to the fifith grant of restricted shares resolved under the Restricted Shares Plan, and the subsequent programs will be opportunely discussed and decided by the Board of Directors of the Company. Subject to the general conditions of the Restricted Shares Plan and the limits established by law and by the Company's Bylaws, the Board of Directors shall have full powers to approve new programs with different rules in relation to the 5th Program, as well as to take all the steps necessary and appropriate to the administration of the Restricted Shares Plan and the current and subsequent programs.

5.3. To authorize the Executive Officers of the Company to practice all necessary acts to implement the resolutions herein approved, 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 and were duly signed by the attendants. As per article 19 of the Company's Bylaws, the members of the Board of Directors', Messrs.

José Paulo Ferraz do Amaral, Gustavo H. de Barroso Franco, John Michael Sullivan and Duncan George Osborne sent their votes in writing.

Rio de Janeiro, February 27, 2023.

Marcelo Vianna Soares Pinho

Secretary

5th PROGRAM OF GRANT OF RESTRICTED SHARES

The specific conditions of the 5th Program of Grant of Restricted Shares under the Restricted Shares' Grant Plan ("Plan") approved at the Extraordinary General Meeting of Multiplan Empreendimentos Imobiliários S.A. ("Company") held on July 20, 2018 ("5th Program") are described below, and the individual conditions of each Participant shall be listed in the relevant Grant Agreement.

  1. Defined Terms: Any terms starting with capital letters in this 5th Program shall have the meanings attributed to them in the Plan, except if defined otherwise herein.
  2. Participants: The Participants indicated in Annex I of this 5th Program are elected and invited to participate in the Plan and in this 5th Program.
  3. Number of Restricted Shares to be granted: Up to two million, one hundred and seventy two thousand and five hundred (2,172,500) Restricted Shares, as set forth in Annex I, which once fully acquired pursuant to this 5th Program will represent two million, one hundred and seventy two thousand and five hundred (2,172,500) common, nominative, book-entry and no-par value shares issued by the Company, corresponding to 0.3616% of its corporate capital.
  4. Moment of Transfer of the Restricted Shares: The Effective Transfer (as defined below) of the Restricted Shares to Participants will only occur after the implementation of the terms and conditions set forth in Section 5 below, provided that the right to receive Shares granted to the Participants on the Grant Date does not in itself ensure the Participant any rights on the Restricted Shares or even represents a guarantee of their receipt.

4.1. The Participants shall only have rights and privileges inherent to the Company's shareholder status with respect to the Restricted Shares, including the right to vote and to receive proceeds, after the Effective Transfer of the Shares to the Participants, pursuant to the terms of Clause 6 below.

5. Grace Periods: Without prejudice to other specific conditions established in the relevant Grant Agreements, the acquisition of the right to effectively receive the Restricted Shares granted will be subject to continuous permanence of the Participant as administrator, employee or service provider of the Company or of a company under its control, as the case may be, during the period comprised between the Grant Date and the dates below, in the proportions established below, it being established that the Restricted Shares which become due to the Participant pursuant to the terms of this

Clause shall be referred to as "Vested Restricted Shares":

  1. 33.34% (thirty-three and thirty-four hundredths percent) on February 27, 2024;
  2. 33.33% (thirty-three and thirty-three hundredths percent) on February 27, 2025;
    and
  3. 33.33% (thirty-three and thirty-three hundredths percent) on February 27, 2026.

5.1. For the purposes of this 5th Program, the Grant Date shall be February 27, 2023, which means the date of approval of the granting of the relevant Restricted Shares by the Company's Board of Directors.

  1. Transfer: Once the conditions established in Clause 5 above and in the relevant Grant Agreements have been satisfied, and provided that the applicable legal and regulatory requirements have been complied with, the Company, within 15 (fifteen) days, without need of any prior notice or act by the Participant under this 5th Program (except for any measure that may be required by the bookkeeping agent), shall send the order to the financial institution that performs the bookkeeping of the shares issued by the
    Company for transferring to the Participant's name, through a private transaction, the number of Vested Restricted Shares to which the Participant is entitled (after the due withholdings of taxes pursuant to the terms of Clause 9 below) ("Effective Transfer"), provided that the Company shall bear eventual costs for the transfer of such Vested Restricted Shares to the Participant.
  2. Events of Withdrawal of the Company and its Effects: If, at any time, the Participant:
  1. withdraws from the Company (a) through its own will, by voluntary termination, submission of resignation from the office of administrator or termination of the service agreement; (b) through the will of the Company, by termination by the Company and/or companies controlled by it, with or without just cause; or (c) as a result of retirement previously agreed with the Company or permanent disability: the Participant will lose all and any right related to the Restricted Shares that has not become Vested Restricted Shares, which will be automatically extinguished on the date of Withdrawal, legally, regardless of prior notice or notification, and without any right to any indemnity to the Participant, it being established that the Vested Restricted Shares existing on the date of Withdrawal, which have not been effectively transferred by the Company to the Participant, will be delivered within the deadline and pursuant to the terms set forth in this 5th Program. Notwithstanding the above, in exceptional cases, the Board of Directors may, at its sole discretion, decide to advance, partially or totally, the grace period of the Restricted Shares.
  2. dies: 50% (fifty percent) of the total Restricted Shares granted but not yet transferred to the Participant pursuant to the Clause 6 above shall become Vested Restricted Shares on the date of Withdrawal, at which time the estate or heirs of the Participant, as the case may be, shall receive the Vested Restricted Shares, which will

be delivered within the deadline and pursuant to the terms set forth in this Grant Agreement, it being established that the Participants will lose all and any rights related to the other 50% (fifty percent) of the Restricted Shares granted but not yet transferred to him pursuant to Clause 6 above, which will be automatically terminated on the Withdrawal date, legally, regardless of prior notice or notification and without right to any indemnity to the Participant. Notwithstanding the above, in exceptional cases, the Board of Directors may, at its sole discretion, decide to advance, partially or totally, the grace period of the Restricted Shares.

  1. For purposes of this 5th Program, the date of Withdrawal will take into account any eventual term of prior notice, if applicable.
  2. Notwithstanding the provisions of Clause 7 above, the Board of Directors may, at its sole discretion, whenever it deems that the interests will be better met by such measure, apply several rules provided in this Clause 7, conferring differentiated treatment upon certain Participant.
  1. Grant Agreements: The Participants elected by the Board of Directors who accept the grants conferred to them under this 5th Program shall do so upon the execution of a Grant Agreement in the form of the template attached hereto as Annex II, within a period of up to thirty (30) days counted as of the Grant Date, which, after duly signed, shall be filed at the Company's headquarters.
  2. Withholding of Taxes: By signing the respective Grant Agreement, the Participant shall express its knowledge and agreement with the withhold by the Company of any taxes eventually accruing on the Restricted Shares, by reducing the total number of Restricted Shares to be delivered to the Participant, proportionately to the impacts of the applicable taxes, or in another way that it deems convenient and appropriate to meet the legal requirements. In the event of the withholding set forth in this Clause resulting in a fractioned number of Shares to be delivered to the Participant, the fractions shall be rounded up upwards, so that the Participant receives an integer number of shares.
  3. Reference Price: For the purposes of this 5th Program, the Reference Price of the Restricted Shares on the Grant Date, calculated in accordance with the Clause 7.1 of the Plan, shall correspond to the closing quote of the Company's Share in B3 S.A. at the trading session on the Grant Date. The Reference Price is not to be confused with the unit price of the shares to be considered for the purposes of the Effective Transfers, it being certain that the latter will correspond to the closing price of the Company's common share (MULT3) in B3 SA - Brasil, Bolsa, Balcão on the trading floor immediately preceding the respective transfer date.

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Multiplan Empreendimentos Imobiliários SA published this content on 27 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 February 2023 21:51:05 UTC.