MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A.

CNPJ/MF No. 07.816.890/0001-53

NIRE No 33.3.0027840-1
Publicly-held Company


Minutes of the Board of Directors Meeting
held on May 28
th
, 2014

1. Date, time and place: On May 28
th
, 2014, at 11:00 am, at the Multiplan
Empreendimentos Imobilirios S.A. (Company) head office in the City and State of
Rio de Janeiro, Av. das Amricas No. 4.200, block 2, room 501, Barra da Tijuca.

2. Call notice and attendance: Meeting called in accordance with the Article 17
th
of
the Company's bylaws with the presence of all its members of the Board of Directors.

3. Presiding Board: Chairman: Mr. Jos Paulo Ferraz do Amaral; Secretary: Mr.
Marcelo Vianna Soares Pinho.

4. Agenda: Discuss about the following matters: (i) New Stock Buyback Program; (ii)
Amendment of the Company's Code of Conduct to reflect the recent changes in
Brazilian legislation; (iii) Amendment to the Companys Relevant Act or Fact Disclosure
Policy to reflect the recent changes in Brazilian legislation; (iv) Presentation of the
2014 first quarter results, Company's funding and its cash availability; (v) Update on
the status of ongoing projects; and (vi) General matters.

5. Resolutions: The members of the Board of Directors decided, unanimously and
without exceptions, the following:

5.1. Approved the New Companys Stock Buyback Program, according to the following
terms:

(a) Number of shares to be acquired: up to 3,600,000 common shares with no par
value, issued by the Company, without reduction of the capital stock, which amount
represents, in May 27
th
, 2014, 4.71% of the 76,421,595 total outstanding common
shares as per Article 5 of Instruction CVM No. 10/80.

(b) Companys Purpose in the transaction: The program aims to invest the available
resources of the Company to maximize value creation for the shareholders. The shares
to be acquired under the repurchase may be used: (a) to fulfill exercise of options
under the Company stock options programs; (b) to be held in treasury; (c) be
cancelled; or (d) sold; all at the discretion of the Executive Board.

(c) Maximum term for the Shares Acquisition: 365 days, starting May 29
th
, 2014, ending
May 28
th
, 2015.

(d) Financial institutions to act as intermediaries in the acquisition of shares: (a)
Bradesco S/A Corretora de Ttulos e Valores Mobilirios, with headquarters at Rua
lvares Penteado, n. 151, So Paulo, SP; (b) Credit Suisse Brasil S.A. CTVM, with
headquarters at Av. Brigadeiro Faria Lima, n. 3.064, 13 andar, So Paulo, SP; (c)
Ita Corretora de Valores S.A., with headquarters at Av. Engenheiro Armando de
Arruda Pereira, n. 707, 15 andar, So Paulo, SP; (d) BTG Pactual Corretora de
Ttulos e Valores Mobilirios S.A., with headquarters at Av. Brigadeiro Faria Lima, n.
3729, 10 andar, So Paulo, SP.

5.1.1. The shares, while held in treasury, shall have no equity or political rights.

5.2. Approved the proposed new wording of the Company's Code of Conduct, in order
to adjust it to the provisions of Federal Law No. 12,846 of August 1, 2013, as per the
proposal submitted by Management to the Board of Directors.

5.2.1. The Code of Conduct will remain filed at the Companys head office and is
available in the website of the Company (http://ri.multiplan.com.br) and CVM
(http://www.cvm.com.br).

5.3. Approved the proposed new wording of the Companys Relevant Act or Fact
Disclosure Policy, in order to adjust it to the provisions of Instruction CVM No. 547 of
February 5
th
, 2014, as per the proposal submitted by Management to the Board of
Directors.

5.3.1. The Companys Relevant Act or Fact Disclosure Policy will remain filed at the
Companys head office and is available in the website of the Company
(http://ri.multiplan.com.br) and CVM (http://www.cvm.com.br).

5.4. Discussed without exceptions the results for the first quarter of 2014, Company's
funding and its cash availability.

5.5. Discussed without exceptions the Companys ongoing projects;

5.6. Discussed the Companys general matters.

5.7. The Companys officers are hereby authorized to practice whatever acts are
necessary to implement the resolutions mentioned above.

6. Closing, Drawing Up, and Approval of the Minutes: With no further issues to be
addressed, these minutes were read, approved and duly signed by the members of the
Board of Directors which attended the meeting.

May 28
th
, 2014.



_________________________
Marcelo Vianna Soares Pinho
Secretary