Minutes of the Board of Directors` Meeting

MULTIPLUS S/A
CORPORATE TAXPAYER’S ID (CNPJ): 11.094.546/0001-75
COMPANY REGISTRY No. (NIRE): 35.300.371.658
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON SEPTEMBER 13, 2012
Date, Time and Venue: September 13, 2012, at 8:30 a.m., at the Company’s headquarters,
at Avenida Nações Unidas, n. 12901, 21º andar, Cjto N-2101, Torre Norte, Centro
Empresarial Nações Unidas (CENU), in the city and state of São Paulo.
Quorum: All members of the Board of Directors attended the meeting.
Presiding Board: Chairman, Maurício Rolim Amaro; and Secretary, Sandoval Martins Pereira.
Resolutions: The meeting was installed and the Company’s financial and market results for
August 2012 were presented. After the presentation, the following matters were
unanimously approved:
(1) the exercise of the stock option composed of three hundred twenty-two thousand, five
hundred and eighty-eight (322,588) common shares, requested by Libano Miranda Barroso,
related to the Special Grant, executed based on the Company’s Stock Option Plan (“Plan”), in
the amount approved by the Company’s Extraordinary Shareholders’ Meeting of September
6, 2012;
(2) the exercise of the stock option composed of one hundred sixty-one thousand, two
hundred and ninety-four (161,294) common shares, requested by Egberto Vieira Lima,
related to the Special Grant, executed based on the Company’s Stock Option Plan (“Plan”), in
the amount approved by the Company’s Extraordinary Shareholders’ Meeting of September
6, 2012;
(3) The capital increase, within the authorized limit, in accordance with Article 6 of the
Company’s Bylaws, due to the exercise of the options referred to in items “1” and “2” above,
by Libano Miranda Barroso and Egberto Vieira Lima, totaling six million, eight hundred thirtytwo thousand, four hundred and thirteen reais and eighty-four centavos (R$6,832,413.84),
with the issue of four hundred eighty-three thousand eight hundred and eighty-two
(483,882) registered, book-entry common shares with no par value, due to which the
Company's capital stock increased from ninety-two million, three hundred seventy
thousand, eight hundred and twenty reais (R$92,370,820.00) divided into one hundred sixtyone million, two hundred and ninety-four thousand (161,294,000) common shares, to
ninety-nine million, two hundred three thousand, two hundred and thirty-three reais and
eighty-four centavos (R$99,203,233.84), divided into one hundred sixty-one million, seven
hundred seventy-seven thousand, eight hundred and eighty-two (161,777,882) common
shares, all subscribed on this date, in accordance with the subscription instruments which
are part of these minutes as Exhibits I and II, with issue price monetarily restated of fourteen
reais and twelve centavos (R$14.12) per common share, in the scope of the Special Grant, as
established by the Plan, with no preemptive rights to Company shareholders, pursuant to
Article 171, paragraph 3, of Law 6,404/76. As of the issue date, the shares issued will entitle
their holders to the same rights granted to holders of the same class of shares, in accordance
with the prevailing legislation and the Company’s Bylaws, including rights to the full payment
of dividends and/or interest on equity eventually distributed by the Company, except for the
Company’s preemptive right in buying back said shares, pursuant to the Plan. The Company’s
Management is hereby authorized to take all the necessary measures and sign all the
necessary documents to execute the resolutions herein;
(4) The vote at the Extraordinary Shareholders’ Meeting to be held by Companhia Brasileira
de Serviços de Fidelização S.A. (“CBSF”), with the Company participating as a shareholder: (a)
to elect Sandoval Martins Pereira, as a new member of the Board of Directors due to the
resignation presented by Ricardo Birtel; (b) to elect for the vacant position of alternate
Board member, the Company’s appointee Ronald Domingues. As a result, CBSF ‘s Board of
Directors will now be composed as follows: (i) Eduardo Campozana Gouveia, Brazilian,
married, systems analyst, bearer of the identification document (RG) No. 2012951 SSP/PE
and inscribed in the roll of individual taxpayers (CPF) under No. 398.091.104-72, in the
position of Chairman of the Board of Directors; (ii) Sandoval Martins Pereira, Brazilian,
married, accountant, bearer of the identification document (RG) No. 18.788.294 SSP/SP and
inscribed in the roll of individual taxpayers (CPF) under No. 129.731.538-32; (iii) Maurício
Quinze, Brazilian, single, engineer, bearer of the identification document (RG) No.
18.160.601-x SSP/SP and inscribed in the roll of individual taxpayers (CPF) under
No.125.138.648-24, all as sitting Board members; and Ronald Domingues, Brazilian,
married, economist, bearer of the identification document (RG) No. 7.999.590 SSP/MG and
inscribed in the roll of individual taxpayers (CPF) under No. 023.758.486-75, as alternate
Board member; all of whom with commercial address at Avenida das Nações Unidas, 12.901,
Conjunto N-2101, 21º andar, Torre Norte do Centro Empresarial Nações Unidas, in the city
and state of São Paulo, all appointed by the shareholder Multiplus S/A, in accordance with
the Shareholders’ Agreement filed in the Company’s headquarters, as well as (iv) David Leslie
Adams, Canadian, married, accountant, bearer of the passport No. BA739161, issued by
Passport Canada, resident and domiciled at 317 Pinetree Street, Beaconsfield, Quebec,
Canada H9W 5E2 and (v) David Johnston, British, married, business administrator, bearer of
the passport No. 93201771, issued by Identity and Passport Service (United Kingdom),
resident and domiciled at 111 Disraeli Road, Putney, London, SW15 2DY, England; both as
sitting members of the Board of Directors; and Mark Hounsell, Canadian, attorney, bearer of
the passport No. WF309397, resident and domiciled at 3105 Glencoe Avenue, Montreal,
Quebec, H3R 2C1, as alternate member of the Board of Directors, all appointed by the
shareholder Aimia, pursuant to the Shareholders’ Agreement filed in the Company’s
headquarters.
(5) The ratification of the signature of the 1st Amendment to the Smart Business TAM
Agreement entered into between the Company and TAM Linhas Aéreas S/A on August 1,
2012.
Closure: There being no further business to address, the meeting was adjourned and these
minutes were drawn up in summary format, read and signed by all present. São Paulo,
September 13, 2012. (Signatures) Maurício Rolim Amaro – Chairman, Sandoval Martins
Pereira – Secretary. Board Members: Maurício Rolim Amaro, Enrique Cueto Plaza, Roberto
Alvo Milosawlewitsch, Antônio Luiz Rios da Silva, José Edson Carreiro. This is a free English
translation of the original minutes drawn up in the Company’s records.
_________________________________
Sandoval Martins Pereira
Secretary