FREE TRANSLATION

LONG-TERM INCENTIVE PLAN

OF

MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A.

Approved at the Board of Directors Meeting held on July 29th, 2015

LONG-TERM INCENTIVE PLAN

This long-term incentive plan based on common shares (MULT3) (Shares) issued by
Multiplan Empreendimentos Imobilirios S.A. (Company) is governed by the provisions
below and by the applicable law (Plan).
1.

Purpose of the Plan.

1.1.
The purpose of the Plan is to allow the payment of a premium in cash, referenced on
the valorization of the Shares, subject to certain terms and conditions (Premium), to certain
Participants (in accordance with the definition set forth in Clause 2 below), upon the granting
of the right to the Premium referred to as Investment Units, in order to: (a) create a longterm vision and sustainability; (b) to stimulate the expansion, success and accomplishment of
the corporate objectives of the Company; (c) align the interests of the Participants to those of
the Company shareholders; and (d) enable the Company or other companies under its
control to attract and maintain the Participants bound to it (them).
2.

Participants

2.1.
There may be elected by the Board of Directors of the Company (the Board of
Directors) as participants in the Plan (Participants), the administrators, employees and
service providers of the Company or of other companies under its control.
3.

Management of the Plan

3.1.

This Plan shall be managed by the Board of Directors.

3.2.
In exercising its competence, the Board of Directors shall be subject only to the limits
established by law, in the applicable regulation and in this Plan, having full powers to take all
the actions necessary and appropriate to the management of the Plan and of the grants of
Investment Units, including, without limitation:
(a)

create and apply general rules relative to the grant of Investment Units,
pursuant to the terms of the Plan, and solve doubts on interpretation of the
Plan;

(b)

elect the Participants and authorize the grant of Investment Units in their favor,
establishing all the conditions for redemption of the Investment Units granted,
as well as the modification of such conditions when necessary or convenient;

(c)

approve the private instrument of grant of Investment Units (Grant

Agreement) to be executed between the Company and each of the
Participants, subject to the provisions of the Plan;

(d)

subject to the provisions of Clause 7 below, establish the conditions of the

Investment Units, fixing the terms, applicable restatement and payment
conditions;

(e)

decide on conditions to be applied to the Participants as a result of default on

the obligations assumed by the latter;

(f)

subject the right of redemption of the Investment Units to certain conditions;

and

(g)

confer distinguished treatment to the Participants of the Company or other

companies under its control which are in a similar situation, establishing
differentiated terms and conditions for each Grant Agreement, not being
bound by any rule of isonomy or analogy to extend to all the Participants the
conditions which it considers applicable only to certain Participant(s).

3.3.
The resolutions of the Board of Directors have binding effect for the Company and the
Participants with respect to all the matters related to the Plan.
4.

Investment Units

4.1.
Each Investment Unit grants to its holder the right to receive a monetary Premium, in
accordance with the formula set forth in Clause 7.1 below, based on the variation of the
Reference Value, which corresponds to the average of the quotation of the Companys
Shares at BM&FBOVESPA - Bolsa de Valores, Mercadorias e Futuros [Stock Exchange,
Commodities and Futures], calculated by dividing the financial volume by the amount of
shares traded, accrued in the 20 (twenty) trading sessions prior to the base date of its
calculation.
4.1.1. The abovementioned right shall be exercised upon the redemption of the Investment
Unit by its holder, in compliance with the terms and conditions set forth in this Plan.
4.2.
The Investment Unit does not grant to its holder the right to subscribe or acquire
Shares, nor does it confer to the latter the condition of a Company shareholder or any other
privilege inherent to such condition.
5.

Grant of Investment Units

5.1.
Periodically, whenever it deems convenient, the Board of Directors may approve the
grant of Investment Units, electing the Participants in favor of which the Investment Units
shall be granted, pursuant to the terms of the Plan, fixing the Reference Value of the
Investment Units on the Grant Date, establishing the terms and conditions of redemption of
the Investment Units, and imposing any other conditions related to the same.
5.2.
The grant of Investment Units pursuant to the terms of the Plan is made upon the
execution of Grant Agreements individually between the Company and each Participant,
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which shall specify, without prejudice to other conditions determined by the Board of
Directors: (a) the number of Investment Units granted; (b) the terms and conditions for the
acquisition of the right to redeem the Investment Units; (c) the final term for redemption of the
Investment Units; (d) the Reference Value on the Grant Date; and (e) the express adhesion
by the Participant to the terms of the Plan.
5.3.
For purposes of this Plan and of the Grant Agreement, Grant Date means, in
relation to the Investment Units granted to each of the Participants, the date of the Board of
Directors Meeting which has approved the relevant grant.
6.

Redemption of the Investment Units

6.1.
Without prejudice to the other terms and conditions established in the relevant Grant
Agreements, the Investment Units shall become redeemable in three distinct tranches
(Tranches), to the extent in which the relevant Participants remain continuously bound to
the Company or another company under its control, for the period comprised between the
Grant Date and the dates specified below (Grace Periods), as follows:
(a)

33.4% (thirty-three point four percent) of the Investment Units shall become
redeemable from the 2nd anniversary of the Grant Date;

(b)

33.3% (thirty-three point three percent) of the Investment Units shall become
redeemable from the 3rd anniversary of the Grant Date; and

(c)

33.3% (thirty-three point three percent) of the Investment Units shall become
redeemable from the 4th anniversary of the Grant Date.

6.1.1. Exceptionally, the Board of Directors may, at its sole discretion, establish Grace
Periods different from those set forth in Clause 6.1 above, which shall be reflected on the
relevant Grant Agreements.
6.2.
For purposes of calculation of the Premium mentioned in Clause 7.1 below, the
Company shall disclose quarterly the first disclosure being up the 5th (fifth) business day of
the month subsequent to the anniversary of the Grant Date, and other disclosures at each
interval of three months the Reference Value calculated on the relevant base date, in
accordance with Clause 4.1 above, which shall remain in force until a new disclosure is
made (Periodical Disclosure).
6.3.
In compliance with the Grace Periods, the applicable release percentages and the
term of payment, the Investment Units may be redeemed by the Participant, without any
cost, upon delivery of communication in writing to the Company, within 5 (five) business days
(Opening Period) counted from each Periodical Disclosure made in accordance with Clause
6.2 above (Redemption Communication).

6.3.1. The Redemption Communication shall indicate the number of Investment Units that
the Participant intends to redeem, in compliance with the communication template to be
disclosed by the Board of Directors, it being established that only full redemptions of each
Tranche shall be permitted.
6.4.
The Participant may, at his sole discretion and risk, opt to redeem the Investment
Units in the Opening Period in which they become redeemable or in the following Opening
Periods, limited to the term of the relevant Grant Agreement. The Investment Units not
redeemed at termination of the relevant Grant Agreement shall be automatically
discontinued, without any right to indemnity.
7.

Payment Conditions

7.1.
The Premium to be paid by the Company to the Participant, as a result of the exercise
of the right of redemption by the latter, shall consist in the variation between the Reference
Value in force for the period of the exercise, in accordance with the last Periodical Disclosure
made, and the Reference Value calculated on the Grant Date, multiplied by the number of
Investment Units redeemed by the Participant, in accordance with the following formula:
VP = UI x (VRR VRO)
Where:
VP = Value of the Premium in Reais, provided that the result is positive.
UI = Number of Investment Units redeemed by the Participant.
VRR = Reference Value, in reais, set forth in the most recent Periodical Disclosure.
VRO = Reference Value, in reais, on the Grant Date, established in the relevant Grant
Agreement, monetarily indexed in accordance with the variation of the National Broad
Consumer Price Index - ndice Nacional de Preo ao Consumidor Amplo (IPCA), published
by the Brazilian Institute of Geography and Statistics - Instituto Brasileiro de Geografia e
Estatstica (IBGE), or other official index that replaces its, from the date of execution of the
Grant Agreement and until the date of the Redemption Communication, calculated pro rata
die.
7.2.
If the mathematical operation resulting from the formula set forth in Clause 7.1
presents a negative result or a result equal to zero, the Participant shall not be entitled to the
payment of Premium on that occasion, and the Participant may redeem his remaining
Investment Units in the subsequent Opening Periods, pursuant to the terms of Clause 6.2,
limited, however, to the term established in Clause 6.4.
7.3.
The payment of Bonus shall be made in one lump sum, within 45 (forty-five) days
from receipt of the Redemption Communication sent by the Participant to the Company.

7.4.
The amount calculated through the formula set forth in Clause 7.1 shall correspond to
the gross amount of the Premium, on which the applicable legal discounts and deductions
shall accrue.
8.

Events of Termination of the Company and its Effects

8.1.
In the events of termination or death of the Participant, the rights conferred to him in
accordance with the Plan may be extinguished or modified, as set forth in this Clause.
8.1.1. If, at any time, the Participant:
(a)
terminates its relationship with Company by his own will, submitting his
resignation from his employment, renouncing his office as administrator, or
terminating his service agreement, or is terminated from the Company by the latters
will, for reasons different from those listed in item b below, by termination without
cause, removal from office or termination of his service agreement: (i) the Investment
Units not yet redeemable in accordance with the relevant Grant Agreement, on the
date of his termination, shall be automatically and legally extinguished, regardless
from prior notice or notification, and without right to any indemnity; and (ii) the
Investment Units already redeemable in accordance with the relevant Grant
Agreement, on the date of his termination, may be redeemed within 30 (thirty) days
counted from the date of termination (provided that in compliance with the
effectiveness term of said Grant Agreement).
(b)
is terminated from the Company by the latters will, upon termination for cause,
or serious negligence resulting in removal from office or termination of the service
agreement: all the Investment Units, whether they are already redeemable or not yet
redeemable in accordance with the relevant Grant Agreement, on the date of his
termination, shall be automatically and legally extinguished, regardless of prior notice
or notification, and without right to any indemnity;
(c)
terminates his relationship with the Company as a result of his retirement or
permanent disability: (i) the Board of Directors of the Company shall decide on the
possibility that the not yet redeemable Investment Units, in accordance with his
relevant Grant Agreement, on the date of his termination, become automatically
redeemable, the Grace Period being brought forward, legally, regardless of prior
notice or notification, which may be redeemable within 12 (twelve) months counted
from the date of the retirement or permanent disability (provided that the effectiveness
term of the relevant Grant Agreement is observed); and (ii) the Investment Units
already redeemable in accordance with the Grant Agreement, on the date of his
termination, may be exercised within 12 (twelve) months counted from the date of the
termination (provided that the effectiveness term of the relevant Grant Agreement is
observed), after which they shall be automatically extinguished, legally, regardless of
prior notice or notification, and without right to any indemnity; and

(d)
dies: (i) the Board of Directors of the Company shall resolve on the possibility
that the Investment Units not yet redeemable, in accordance with the relevant Grant
Agreement, on the date of his death, become automatically redeemable, the Grace
Period being brought forward, and his estate, or if he no longer has an estate, the
legal heirs and successors of the Participant, may redeem the relevant Investment
Units, provided that they do so within 12 (twelve) months, counted from the date of
the death (provided that the term of effectiveness of the relevant Grant Agreements is
observed), after which such Investment Units shall be automatically extinguished,
legally, regardless of prior notice or notification; and (ii) the Investment Units already
redeemable, in accordance with the relevant Grant Agreement, on the date of his
death, may be redeemed by the estate, or if the latter is finished, the heirs and legal
successors of the Participant may, within 12 (twelve) months counted from the date of
death (provided that the term of effectiveness of the relevant Grant Agreements is
observed), after which they shall be automatically and legally extinguished,
regardless of prior notice or notification, and without right to any indemnity.
8.2.
Notwithstanding the provisions of the items above, the Board of Directors, may, at its
sole discretion, whenever it deems that the corporate interests shall be best met by such
measure, fail to observe the rules stipulated in Clause 8.1.1 and sub-items, conferring
differentiated treatment to a certain Participant.
9.

Term of the Plan

9.1.
The Plan shall come into force on the date of its approval by the Board of Directors
and shall remain in force for 5 (five) years, and may be extinguished at any time, by decision
of the Board of Directors of the Company. The termination of the Plan shall not affect the
execution of the Grant Agreements in force based thereon.
10.

Adjustments

10.1. The grant of Investment Units pursuant to the terms of the Plan shall not prevent
Company from becoming involved in corporate reorganization transactions, such
transformation, acquisition, merger, spinoff and incorporation of shares. In these cases,
Board of Directors of the Company may determine, at his discretion, adjustments in
manner of calculation of the Reference Value and in the other terms and conditions of
relevant Grant Agreements, so as to maintain the balance of the relations between
parties, avoiding distortions in the application of the Plan.

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10.2. If modifications are made to the shareholding structure of the Company as a result of
bonuses, splits, groupings or conversion of shares from one kind or class to another or
conversion into shares of other securities issued by the Company, the Board of Directors
shall make the corresponding adjustments in the referential of the Investment Units, so as to
maintain the balance of the relations among the parties, avoiding distortions in the
application of the Plan.

11.

General Provisions

11.1. No provision of the Plan or of the Grant Agreement shall confer upon any Participant
the right to remain bound as administrator, employee or service provider of the Company,
nor shall it interfere, in any way, in the right by the Company, at any time and subject to the
legal and contractual conditions, to terminate the binding relationship with the employee,
service provider or administrator.
11.2. Any material legal alteration may lead to partial or full review of the Plan.
11.3. With the exception of the cases expressly set forth in this Plan or in the relevant Grant
Agreement, the Investment Units granted pursuant to the terms of this Plan are personal and
non-transferrable, and the Participant may not, in any event, assign, transfer, or in any way
dispose of to any third parties its Investment Units, nor the rights and obligations inherent to
them.
11.4. The cases not covered herein shall be regulated by the Board of Directors. Any
Investment Unit granted in accordance with the Plan is subject to all the terms and conditions
established herein, which terms and conditions shall prevail in the case of inconsistency with
respect to provisions of any contract or document mentioned in this Plan.