income tax rate of 15%, except for shareholders who are exempt

ODONTOPREV S.A.
Corporate Taxpayer’s ID (CNPJ/MF) 58.119.199/0001-51
Corporate Registry ID (NIRE) 35.300.156.668
PUBLICLY HELD COMPANY
MINUTES OF THE BOARD OF DIRECTOR´S MEETING
HELD ON DECEMBER 20th, 2013
Day, Time and Place: December 20th, 2013, at 08:00am, at the Company´s
headquarter located at Alameda Tocantins, nº 125, 34º floor, city of Barueri, State of
São Paulo.
Call notice: The Call Notice was waived because of the presence of all members of
the Board of Directors.
Attendance: All members of the Board of Directors.
Instatement: Chairman: Luiz Carlos Trabuco Cappi; Secretary: Ivan Luiz Gontijo
Junior.
Agenda: (i) To deliberate about the distribution of IOC to shareholders, ad referendum
of the AGM;
Decisions: By unanimous vote of the members of The Board of Directors decisions
were the following:
(i) Approved the distribution of IOC to shareholders, ad referendum of the AGM, in the
amount of R$7,190,902.50, corresponding to R$0.013536659 per share, subject to the
income tax rate of 15%, except for shareholders who are exempt, immune or located
in countries which the law establishes different rates. Company’s shares will be
traded ex-rights from December 23rd, 2013. The IOC, net of income tax, will be imputed
into the mandatory dividends of 2013, in accordance with the Article 9, paragraph 7,
Law n 9.249/95, item V of CVM Instruction n 207/96, and paragraph 5, article 28 of
Company´s Bylaws and will be paid to shareholders from January 08th 2014, without
any monetary restatement. The Company shall account the credits corresponding to
IOC on December 31st, 2013 accounts. The procedures regarding on the payment of
IOC will be released by the Company as a Notice to the Market today. The directors
are authorized to perform all acts necessary to provide the payment of the IOC.
Closure: With no other deliberations, the meeting was suspended. The minutes were
read, approved and signed by the present members. Instatement: Luiz Carlos Trabuco
Cappi – Chairman; Ivan Luiz Gontijo Junior – Secretary. Members of The Board of
Directors: Luiz Carlos Trabuco Cappi, Marco Antonio Rossi, Eduardo de Toledo, César
Suaki dos Santos, Murilo César Lemos dos Santos Passos, Márcio Serôa de Araujo
Coriolano, Gerald Dinu Reiss e José Afonso Alves Castanheira.
Barueri, December 20th, 2013.
Luiz Carlos Trabuco Cappi
Chaiman
Ivan Luiz Gontijo Junior
Secretary
Members of the Board of Directors:
__________________________________
Luiz Carlos Trabuco Cappi
__________________________________
Márcio Serôa de Araujo Coriolano
__________________________________
Marco Antonio Rossi
__________________________________
Eduardo de Toledo
__________________________________
César Suaki dos Santos
__________________________________
Murilo César Lemos dos Santos Passos
__________________________________
Gerald Dinu Reiss
__________________________________
José Afonso Alves Castanheira