Minutes of the Board Director´s Meeting

MULTIPLUS S/A
CORPORATE TAXPAYER’S ID (CNPJ): 11.094.546/0001-75
COMPANY REGISTRY (NIRE): 35.300.371.658
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON FEBRUARY 12, 2014
Date, time and venue: February 12, 2014, at 2:00 p.m., at the Company’s headquarters, at Rua Ministro
Jesuíno Cardoso, 454, 1 e 2 andares, Edifício The One, Vila Nova Conceição, in the city and state of São
Paulo.
Quorum: All members of the Board of Directors attended the meeting.
Presiding: Antonio Luiz Rios da Silva, Chairman; Fabiana Vilhena Venditti, Secretary.
Resolutions: The attending Board Members unanimously resolved to:
(i)
Accept the stock option request for one hundred twenty thousand, nine hundred and seventyone (120,971) common shares, presented by Maurício Quinze, related to IPO Special Granting,
carried out in accordance with the Company’s Stock Option Plan (“Plan”).
(ii)
And, approve the capital stock increase, within the limit of authorized capital, pursuant to
Article 6 of the Company’s Bylaws, by exercising the referred stock option by Maurício Quinze,
in the amount of one million, eight hundred forty-one thousand, one hundred seventy-eight
reais and sixty-two centavos (R$1,841,178.62), with the Company’s issue of one hundred
twenty thousand, nine hundred and seventy-one (120,971) registered, book-entry common
shares, with no par value, changing the capital stock composition from one hundred three
million, four hundred ninety-three thousand, one hundred sixty reais and twenty-two centavos
(R$103,493,160.22), divided into one hundred sixty-two million, four thousand, six hundred
and thirty (162,004,630) common shares, to one hundred five million, three hundred thirtyfour thousand, three hundred thirty-eight reais and eighty-four centavos (R$105,334,338.84),
divided into one hundred sixty-two million, one hundred twenty-five thousand, six hundred and
one (162,125,601) common shares, entirely subscribed on this date, in accordance with the
subscription list that integrates these minutes as Exhibit I, at the issue price duly and
monetarily restated of fifteen reais and twenty-two centavos (R$15.22) per common share,
related to IPO Special Granting, in accordance with the established Plan, with no preemptive
right for the Company’s shareholders, pursuant to paragraph 3, Article 171 of Law 6404/76. The
shares issued herein will entitle their holders, as of the date of their issue, to the same rights
granted to the shares of same type, as set forth by laws and in the Company’s Bylaws, and they
also are entitled to receive dividends and/or interest on equity eventually distributed by the
Company, except for the Company’s preemptive right to buy back these shares, as provided for
in the Plan. The Company’s Board of Executive Officers is hereby authorized to practice all and
any acts and sign all and any documents necessary to execute the resolutions approved herein.
Closure: There being no further business to discuss, the meeting was adjourned and these minutes were
drawn up in summary format, read and signed by all those present. São Paulo, February 12, 2014, (signed)
Antonio Luiz Rios da Silva, Chairman; Fabiana Vilhena Venditti, Secretary. Board Members: Antônio Luiz
Rios da Silva, Maurício Rolim Amaro, Enrique Cueto Plaza, Roberto Alvo Milosawlewitsch, José Edson
Carreiro, Marco Antonio Bologna and Elcio Anibal de Lucca. This is a free English translation of the original
minutes drawn up in the Company’s records.
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Fabiana Vilhena Venditti
Secretary