ODONTOPREV S ODONTOPREV S.A.

Corporate Taxpayer's ID (CNPJ/MF) 58.119.199/0001-51
Corporate Registry ID (NIRE) 35.300.156.668
PUBLICLY HELD COMPANY

MINUTES OF THE FISCAL COUNCIL MEETING HELD ON DECEMBER 11th, 2014 Day, Time and Place: December 11th 2014, at 08:00am, at the Company´s headquarter located at

Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 14th floor, city of Barueri, State of São Paulo.

Attendance: All members of the Fiscal Council: Ivan Maluf, Vanderlei Domingues da Rosa and Sueli Barselli Marinho. Luis André Blanco (CFO), Márcia Zanardi (Controller), Luciana Mendonça (Controller Assistant) and Alexandre Fiore (Internal Auditing). Agenda and decisions:

According to paragraph 01 of the Article 130 of Corporate Law 6.404/76, hereby follows a summary of the Minutes: (i) The Board registered the resignation of the Member of the Company's Fiscal Council
Mr. Mario Probst, Brazilian, married, business administrator and accountant, bearer of Identity Card
RG No. 4.745.481-7 and enrolled with CPF/MF under No. 029.415.318-74, as per the resignation letter received by the Company and filed at headquarters. (ii) Due to the resignation of Mr. Mario Probst, his Alternate, Mrs. Sueli Berselli Marinho, Brazilian, married, engineer, bearer of Identity Card RG No. 5733225-3 SSP/SP, enrolled with CPF/MF under No. 659.039.948-49, resident and domiciled at Avenida Nova Cantareira, 1.389, apt. 21, zip code 02331-002, São Paulo, State of São Paulo, as of today, becomes a Member of the Fiscal Council, with her term extended until the Annual General Meeting; like the other Members of the Fiscal Council, (ii.1) Mrs. Marinho takes possession of her office today, and declares, under the penalty of the law, that meets all the requirements of Article 147 of the Corporate Law 6.404/76 for her investiture as a Company's Fiscal Council Member; (ii.2) The Members of the Fiscal Council registered that an Alternate position of the Council will be left open until the Annual General Meeting that approves the accounts for the year ended December 31st, 2014, when the term of the Fiscal Council ends; (iii) The Members were informed of the November 2014 financials; (iv) The members were updated by the independent auditors of the Q314 action plans; (v) The Members were updated on the Risk Management project, that started during the second half of 2014; (vi) It was appointed the date of February 25th, 2015 for the next Fiscal Council Meeting, at the Company´s headquarter.

Closure: With no other deliberations, the meeting was suspended. The minutes were read, approved and signed by the present members.

Barueri, December 11th, 2014

Ivan Maluf Júnior

Member

Vanderlei Domingues da Rosa

Member

Sueli Berselli Marinho

Member

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