Multiplan Empreendimentos Imobiliarios S A : Minutes of the Board of Directors’ Meeting
December 21, 2022 at 10:23 pm
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
CNPJ/ME No. 07.816.890/0001-53
NIRE 33.3.0027840-1
Publicly traded Company
Minutes of the Board of Directors' Meeting
held on December 21, 2022
Date, time and place: On the 21st of December 2022, at 4:00 PM, 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.
Call notice and attendance: Meeting called in accordance with the Company's Bylaws, with the attendance of the totality of the Board of Directors' members.
Presiding Board: Chairman: Mr. José Paulo Ferraz do Amaral; Secretary: Mr. Marcelo Vianna Soares Pinho.
Agenda: Discuss and decide on the following matters: (i) the replacement of the Company´s independent auditors in accordance with the mandatory rotation of auditors required pursuant to article 31 of the CVM Resolution N. 23/2021; and (ii) the payment of interest on shareholders´ equity in the gross amount of R$ 175,000,000.00 (one hundred and seventy-five million reais).
Resolutions: The members of the Board of Directors decided, unanimously and without caveat, the following matters:
To approve the replacement of the Company´s independent auditors in accordance with the mandatory rotation of auditors required pursuant to article 31 of the CVM Resolution N. 23/2021, and the hiring of KPMG Auditores Independentes Ltda. as the
Company's independent auditor as from the review of the Company's Quarterly
Information (Informações Trimestrais - ITRs) for the first quarter of 2023.
To approve the payment of interest on shareholders´ equity, regarding the period from January to December 2022, in the gross amount of R$ 175,000,000.00 (one hundred and seventy-five million reais), which corresponds to R$ 0.29900117547 per share.
5.2.1. Except for shareholders that are not subject to the tax under the terms of the applicable legislation, the payment of interest on shareholders´ equity will be made net of the withholding income tax of 15% (fifteen per cent), which shall result in an interest of R$ 0.25415099915 per share.
The payment of the interest on shareholders´ equity will be made to shareholders registered in the Company´s books on December 26, 2022. The
Company's shares shall be traded "ex interests" as of December 27, 2022, and the payment of the interest on shareholders´ equity to shareholders will be made up to December 29, 2023.
Regardless of any dividends that may be declared by the Annual General
Shareholders' Meeting to be held up to April 30, 2023, interest on shareholders´ equity shall be considered as part of the amount of the minimum mandatory dividend in connection with the fiscal year that ends on December 31, 2022, for its net value, i.e., deducted of income tax, in the terms of article 9, paragraph 7 of Law No. 9,249/95 and in accordance with item III of Resolution No. 683/2012 of the Brazilian Securities Exchange Commission (Comissão de Valores Mobiliários - CVM).
5.2.4. The total amount of interest on shareholders´ equity mentioned in the resolutions above respects the limits established in the article 9, paragraph 1 of Law No. 9,249/95.
5.3. The Board of Directors authorized the Executive Officers of the Company to practice all necessary acts to implement the resolutions herein approved.
6. Closing, Drawing Up, and Approval of the Minutes: With no further issue to be addressed, these minutes were approved as per article 17, 2nd paragraph and article 19 of the Bylaws, and were duly signed electronically, and the members of the Board of
Directors', Messrs. Gustavo Henrique de Barroso Franco, John Michael Sullivan and
Duncan George Osborne sent their votes in writing.
Rio de Janeiro, December 21, 2022.
Marcelo Vianna Soares Pinho
Secretary
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Multiplan Empreendimentos Imobiliários SA published this content on 21 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 December 2022 22:18:51 UTC.
Multiplan Empreendimentos Imobiliarios S.A. specializes in holding and managing commercial real estate assets. Besides, the group develops a real estate development business. Its activity is organized around 2 areas:
- real estate rental: holding, at the end of 2022, a portfolio of 20 shopping centers and 2 office towers with a total gross leasable area of 931,434 m2;
- development and sale of real estate: trade buildings and residential buildings.