MULTIPLUS S.A. Company Registry (NIRE) 35.300.371.658

MULTIPLUS S.A.
Company Registry (NIRE) 35.300.371.658
Corporate Taxpayer ID (CNPJ/MF) 11.094.546/0001-75
Authorized-Capital Publicly-Held Company
MINUTES OF THE ANNUAL SHAREHOLDERS’ MEETING
HELD ON APRIL 30, 2012
I) Date, Time and Venue: On April 30, 2012, at 10:30 a.m., at the Company’s headquarters,
located at Av. Nações Unidas nº 12.901, conjunto N-2101, 21º andar da Torre Norte do Centro
Empresarial Nações Unidas (“CENU”), CEP 04578-000, in the city and state of São Paulo.
II) Call Notice: Published in the Official Gazette of the State of São Paulo [Diário Oficial do Estado
de São Paulo] on April 14, 17 and 18, 2012 and in the Valor Econômico newspaper on April 16, 17,
and 18, 2012.
III) Financial Statements and Other Documents to which Article 133 of Law 6,404/76 refers:
Published in the Official Gazette of the State of São Paulo [Diário Oficial do Estado de São Paulo]
and in the Valor Econômico newspaper on February 10, 2012.
IV) Presiding Board: Ronald Domingues - Chairman; Deborah Cristina Benites Soares – Secretary,
composing the presiding board.
V) Installation: The meeting was installed by the Chairman, with the attendance of shareholders
representing eighty-seven point seventy-three percent (87.73%) of the voting capital, in
accordance with the Shareholders’ Attendance Book. The meeting was also attended by Karina
Silva, representing the external audit, PricewaterhouseCoopers Auditores Independentes, and
Eduardo Campozana Gouveia, the Company’s CEO.
VI) Agenda:a). to analyze the Management accounts, examine, discuss and vote on the
Management report, the financial statements and the independent auditor’s report relating to the
year ended December 31, 2011; b). to resolve on the allocation of the income for the fiscal year;
and c). to ratify the approval for the prepayment of interim dividends, relating to the fiscal year
ended December 31, 2011, as resolved at the meetings of the Company’s Board of Directors.
vII) Resolutions: After examining the matters in the agenda, the attending shareholders entitled
to vote unanimously decided the following:
a). After all the documents submitted were examined and all explanations were provided, the
Management Report, the Financial Statements and the Independent Auditor’s report relating to the
year ended December 31, 2011 were approved, without restrictions of the independent audit
company and the Board of Directors.
b). The Company recorded a net income of two hundred seventy-four million, two hundred fortyfive thousand, five hundred ninety-six reais and fifty-three centavos (R$274,245,596.53) for the
year ended December 31, 2011, and approved the following allocation according to the
Management proposal: (i) two hundred sixty-one million, four hundred twenty thousand, four
hundred seventeen reais and five centavos (R$261,420,417.05), net of withholding income tax for
distribution of dividends and interest on equity; and (ii) twelve million, eight hundred twenty-five
thousand, one hundred seventy-nine reais and forty-eight centavos (R$12,825,179.48) for the
profit retention reserve, as per the resolution taken at the Board of Directors meetings held on
February 9, 2012.
c). The shareholders ratified the approval for:
(i) the full distribution of the balance of net income for the year ended December 31, 2011, after
legal retentions and deductions of dividends and interest on equity paid in advance, in the total
gross amount of two hundred thirty-nine million, three hundred twenty-eight thousand, six
hundred twenty-three reais and eighteen centavos (R$239,328,623.18), corresponding to
R$1.483093 per share, which favored the shareholders comprising the Company’s ownership
structure on February 10, 2012, and the Company’s shares were traded ex-dividends as of
February 13, 2012, inclusive. Dividends approved were paid on February 23, 2012, with no
additional compensation, as resolved at the minutes of the Board of Directors meeting held on
February 9, 2012.
(ii) the distribution of interim dividends referring to fiscal year ended December 31, 2011, in the
gross amount of twenty-two million, ninety-one thousand, seven hundred twenty-eight reais and
ninety-two centavos (R$22,091,728.92), corresponding to R$0.13690 per share, distributed as
interest on equity, related to the amount, net of withholding income tax, of eighteen million, seven
hundred seventy-seven thousand, one hundred sixty-two reais and seventy-two centavos
(R$18,777,162.72), corresponding to R$0.11636 per share, except for those shareholders proven
to be immune or exempted, which favored the shareholders comprising the Company’s ownership
structure on December 27, 2011, and the Company’s shares were traded ex-dividends as of
December 28, 2011, inclusive. Interest on equity was paid on January 10, 2012, with no additional
compensation, which was imputed to the minimum mandatory dividends for 2011, as resolved at
the Board of Directors’ meeting held on December 23, 2011.
After the voting on the matters in the agenda was concluded, the shareholders SQUADRA
INSTITUCIONAL FUNDO DE INVESTIMENTO DE AÇÕES, SQUADRA MASTER LONG-ONLY FUNDO DE
INVESTIMENTO EM AÇÕES, SQUADRA MASTER LONG BIASED FUNDO DE INVESTIMENTO EM
AÇÕES, SNAPPER EQUITY LLC, GROUPER EQUITY LLC, requested the installation of the Fiscal
Council, and their request was granted, pursuant to Article 161, paragraph 2 of Law 6,404 of 1976
and CVM Rule 324 of 2000. Therefore, the shareholders decided to:
(i) install the Fiscal Council, which shall remain operational until the next Annual Shareholders’
Meeting of the Company;
(ii) approve the Fiscal Council’s Internal Regulations proposed by the Company, in accordance with
Exhibit 01 to these Minutes;
(iii) elect the members of the Fiscal Council installed hereby, namely: (a) by appointment of the
shareholders SQUADRA INSTITUCIONAL FUNDO DE INVESTIMENTO DE AÇÕES, SQUADRA
MASTER LONG-ONLY FUNDO DE INVESTIMENTO EM AÇÕES, SQUADRA MASTER LONG BIASED
FUNDO DE INVESTIMENTO EM AÇÕES, SNAPPER EQUITY LLC, GROUPER EQUITY LLC and in a
separate vote, pursuant to Article 161, paragraph 4, item “a”, of Law 6,404/76, Eduardo Grande
Bittencourt, Brazilian, married, accountant, resident and domiciled in the city of Porto Alegre, state
of Rio Grande do Sul, at Rua dos Andradas nº 1.534, conj. 81, CEP 90.020-010, bearer of identity
card (RG) no. 100558793-4 and inscribed in the roll of individual taxpayers (CPF) under no.
003.702.400-06; and Vanderlei Dominguez da Rosa, Brazilian, married, accountant, resident and
domiciled in the city of Porto Alegre, state of Rio Grande do Sul, at Rua dos Andradas nº 1.534,
conj. 81, CEP 90.020-010, bearer of identity card (RG) no. 3026420368 SSP/RS and inscribed in
the roll of individual taxpayers (CPF) under no. 422.881.180-91; as sitting member and deputy
member, respectively; and (b) by appointment of the controlling shareholder TAM S/A, Edvaldo
Massao Murakami, Brazilian, married, accountant, resident and domiciled in the city and state of
São Paulo, at Alameda Tilapia, 45, residencial 11, Alphaville, bearer of identity card (RG) no.
10.356.559-0 and inscribed in the roll of individual taxpayers (CPF) under no. 960.935.528-53;
Antonio Fernando Siqueira Rodrigues,Brazilian, married, lawyer, with business address in the city
and state of São Paulo, at Avenida das Nações Unidas, 11.711, 4º andar, Brooklin, CEP 04578000, inscribed in OAB-SP under no. 45.091, bearer of identity card (RG) no. 3.938.866 SSP/SP
and inscribed in the roll of individual taxpayers (CPF) under no. 197.680.798-00; Antonio Sergio
Bartilotti, Brazilian, married, engineer, resident and domiciled in the city and state of São Paulo, at
Rua Moras nº 418, apto. 71, Vila Madalena, CEP 05434-020, bearer of identity card (RG) no.
7.703.363-2 SSP/SP and inscribed in the roll of individual taxpayers (CPF) under no. 022.997.91817; Nilton Maia Sampaio, Brazilian, married, accountant, resident and domiciled in the city and
state of São Paulo, at Rua Pedroso Alvarenga nº 372, apto. 31, Itaim Bibi, CEP 04.531-000,
bearer of identity card (RG) no. 8.031.437-5 SSP/SP and inscribed in the roll of individual
taxpayers (CPF) under no. 986.881.548-72, as sitting members of the Fiscal Council, and Marcio
Ronconi de Oliveira, Brazilian, married, business administrator, resident and domiciled in the city
and state of São Paulo, at Rua Barão do Triunfo nº 156, apto. 62, bairro Brooklin, CEP 04602-000,
bearer of identity card (RG) no. 3.045.211 SSP/PR and inscribed in the roll of individual taxpayers
(CPF) under no. 520.167.308-20; Edwyn Neves, Brazilian, unmarried, business administrator,
resident and domiciled in the city and state of São Paulo, at Rua Helena nº 120, apto. 134, Vila
Olímpia, bearer of identity card (RG) no. 8062080-2 SSP/PR and inscribed in the roll of individual
taxpayers (CPF) under no. 041.251.829-57; Guilherme Radwanski Stuart, Brazilian, married, civil
engineer, resident and domiciled in the city and state of São Paulo, at Avenida Arruda Botelho nº
570, apto. 141, Alto de Pinheiros, bearer of identity card (RG) no. 34793219-8 SSP/SP and
inscribed in the roll of individual taxpayers (CPF) under no. 337.362.298-01; and Roberto Martins
de Souza, Brazilian, married, businessman, resident and domiciled in the city and state of Rio de
Janeiro, at Rua Marquesa de Santos nº 42, apto. 205, Laranjeiras, bearer of identity card no.
066770066 DIC/RJ and inscribed in the roll of individual taxpayers (CPF) under no. 828.893.50797, as deputy members of the Fiscal Council; and
(iv) approve the individual compensation for the members of the Fiscal Council in the amount of
six thousand, eight hundred and nineteen reais and eleven centavos (R$6,819.11), equivalent to
the minimum amount established by Article 162, paragraph 3 of Law 6,404/76, for each acting
member. The members of the Fiscal Council elected hereby shall be invested in their positions in
compliance with the law, the Bylaws, the Internal Regulations approved hereby and the applicable
legislation.
VIII) Closing Remarks: These minutes were drawn up in summary format as authorized in article
130, paragraph 1 of Law 6,404/76.
IX) Closure: There being no further matters to address, and since no one took the floor, the
meeting was adjourned for the drawing up of these minutes, which were read, approved and
signed by all those present. São Paulo, April 30, 2012. (Signatures) Ronald Domingues –
Chairman of the Meeting, Deborah Cristina Benites Soares – Secretary, Karina Silva –
Representing the external audit, PricewaterhouseCoopers Auditores Independentes, Eduardo
Campozana Gouveia – Chief Executive Officer. Shareholders: Deborah Cristina Benites Soares,
representing the shareholder: TAM S/A, Alexandre de Freitas Nunes, representing the
shareholders: OAKTREE EMERGING MARKETS ABSOLUTE RETURN FUND, LP, AMUNDI FUNDS,
BURGUNDY EMERGING MARKETS FOUNDATION FUND, BURGUNDY EMERGING MARKETS FUNDS,
DELTEC GLOBAL OPPORTUNITIES FUND LTD, JPMORGAN BRAZIL EQUITY MASTER INVESTMENT
TRUST, MANULIFE DIVERSIFIED INVESTMETN FUND, MANULIFE WORLD INVESTMENT CLASS, RBC
DEXIA INV SERV T A TR F T CANADA POST CORP PEN PLAN, HOUR-GLASS INTERNATIONAL SHRS
SCTR TRUST, AMUND, ACADIAN EMERGING MARKETS EQUITY II FUND, LLC, ALPINE GLOBAL
CONSUMER GROWTH FUND, AMERICAN AIRLINES, INC. MASTER FIXED BENEFIT PENSION TRUST,
ARTISAN GROWTH OPPORTUNITIES FUND, BELL ATLANTIC MASTER TRUST, BRUNEI INVESTMENT
AGENCY, COLLEGE RETIREMENT EQUITIES FUND, COUNSEL INTERNACIONAL GROWTH, COX
ENTERPRISES INC MASTER TRUST, DOMINION RESOURCES INC. MASTER TRUST, DUNHAM
EMERGING MARKETS STOCK FUND, EMPLOYEES RETIREMENT PLAN OF BROOKLYN UNION GAS,
FIDELITY ADVISOR SERIES I: DIVIDEND GROWTH FUND, FIDELITY ADVISOR SERIES I: FIDELITY
ADVISOR MID CAP II FUND, FIDELITY ADVISOR SERIES VIII: FIDELITY ADVISOR GLOBAL
CAPITAL APPREC FUND, FIDELITY DEVONSHIRE TRUST: FIDELITY EQUITY-INCOME FUND,
FIDELITY EMERGING MARKETS FUND, FIDELITY GLOBAL SMALL CAP FUND, FIDELITY
INVESTMENT TRUST: FIDELITY SERIES EMERGING MARKETS FUND, FIDELITY INVESTMENT
TRUST: FIDELITY TOTAL EMERGING MARKETS FUND, FIDELITY INVESTMENT TRUST: FIDELITY
TOTAL INTERNACIONAL EQUITY FUND, FIDELITY INVESTMENT TRUST: LATIN AMERICA FUND,
FIDELITY LATIN AMERICA FUND, FIDELITY RUTLAND SQUARE TRUST II STRATEGIC ADVISERS
CORE FUND, FIDELITY RUTLAND SQUARE TRUST II STRAT ADVISERS CORE MULTI-MANAGER
FUND, FIDELITY SECURITIES FUND: FIDELITY DIVIDEND GROWTH FUND, FLORIDA RETIREMENT
SYSTEM TRUST FUND, GMO MEAN R F (ONSHORE), A SERIES OF GMO MASTER PORTIFOLIOS
(ONSHORE), LP, GOTHIC CORPORATION, GOTHIC ERP, LLC, GOTHIC HSP CORPORATION, ING
FMR DIVERSIFIED MIDCAP PORTFOLIO, ING OPPENHEIMER GLOBAL PORTFOLIO, INTERNATIONAL
BK FOR REC DEVEL, A T F S R P A T/RET STAFF BEM PLAN AND TRUST, MARVIN & PALMER FUNDS
PLC, MFS EMERGING MARKETS EQUITY FUND, MFS GLOBAL NEW DISCOVERY FUND, MFS
HERITAGE TRUST COMPANY COLLECTIVE INVESTMENT TRUST, MFS INSTITUTIONAL TRUSTS
(CANADA) - MFS EMERGING MARKETS EQUITY FUND, MFS MERIDIAN FUNDS - EMERGING
MARKETS EQUITY FUND, MFS MERIDIAN FUNDS - LATIN AMERICAN EQUITY FUND, MFS NEW
DISCOVERY FUND, MFS US SMALL CAP GROWTH EQUITY FUND, MFS VARIABLE INSURANCE
TRUST II - MFS EMERGING MARKETS EQUITY PORTFOLIO, MFS VARIABLE INSURANCE TRUST II MFS NEW DISCOVERY PORTFOLIO, MFS VARIABLE INSURANCE TRUST - MFS NEW DISCOVERY
SERIES, MINISTRY OS STRATEGY AND FINANCE, NORTHWESTERN MUTUAL SERIES FUND, INCEMERGING MARKETS EQUITY PORTFOLIO, OFI TRUST COMPANY GLOBAL FUND, OPPENHEIMER
GLOBAL ALLOCATION FUND, PHILIPS ELETRONICS NORTH AMERICA CORPORATION MASTER
RETIREMENT TRUST, PICTET GLOBAL SELECTION FUND - GLOBAL HIGH YIELD EMERGING
EQUITIES FUND, PRINCIPAL EMERGING MARKETS EQUITY FUND, PRINCIPAL LIFE INSURANCE
COMPANY, PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPPI, PUBLIC EMPLOYEES
RETIREMENT SYSTEM OF OHIO, PYRAMIS EMERGING MARKETS EQUITY TRUST, PYRAMIS GROUP
TRUST FOR EMPLOYEE BENEFIT PLANS:PYRAMIS EM MKTS COM POOL, PYRAMIS GROUP TRUST
FOR EMP B P PYRAMIS SEL INTER SMALL CAP PLUS COM POOL, RAYTHEON COMPANY MASTER
TRUST, RBS PENSION TRUSTEE LIMITED, SSGA EMERGING MARKETS INDEX PLUS NON-LENDING
COMMOM TRUST FUND, STATE OF CONNECTICUT RETIREMENT PLANS AND TRUST FUNDS, STATE
OF WINSCONSIN INVESTMENT BOARD MASTER TRUST, STATE STREET EMERGING MARKETS,
STICHTING BLUE SKY ACTIVE EQUITY EMERGING MARKETS GLOBAL FUND, TEACHERS
RETIREMENT SYSTEM OF THE STATE OF ILLINOIS, THE BANK OF KOREA, THE BARING EMERGING
MKTS UMBRELLA FUND, SUB F THE BARING L AMERICA FUND, THE BOEING COMPANY EMPLOYEE
SAVINGS PLANS MASTER TRUST, THE DUKE ENDOWMENT, THE MASTER TRUST BANK OF JP, LTD.
AS TRUSTEE OF NIKKO BR EQUITY MOTHER FUND, THE MONETARY AUTHORITY OF SINGAPORE,
THE NOMURA TRUST AND BANKING CO LTD RE: FIDELITY GLOBAL SMALL CAP MOTHER F, THE
PENSION RESERVES INVESTMENT MANAGEMENT BOARD, THE STATE TEACHERS RETIREMENT
SYSTEMS OF OHIO, TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY FUND,
VANGUARD EMERGING MARKETS SELECT STOCK FUND, VARIABLE INSURANCE PRODUCT FUND
III: MID CAP PORTFOLIO, VARIABLE INSURANCE PRODUCTS FUND IV: EMERGING MARKETS
PORTFOLIO, VIRGINIA RETIREMENT SYSTEM, BRITISH COAL STAFF SUPERANNUATION SCHEME,
COLUMBIA ACORN EMERGING MARKETS FUND, COLUMBIA ACORN INTERNACIONAL, COLUMBIA
EMERGING MARKETS FUND, COLUMBIA MULTI-ADVISOR INTERNATIONAL EQUITY FUND, EQ
ADVISORS TRUST: EQ/OPPENHEIMER GLOBAL PORTFOLIO, FIDELITY ADVISOR SERIES VIII:
FIDELITY ADVISOR EMERGING MARKETS FUND, FIDELITY INVESTMENT TRUST: FIDELITY
EMERGING MARKETS FUND, JNL/OPPENHEIMER GLOBAL GROWTH FUND, JPMORGAN FLEMING
FUNDS LATIN AMERICA EQUITY FUND, JPMORGAN FUNDS, JPMORGAN LATIN AMERICA FUND,
MINEWORKERS PENSION SCHEME, NORGES BANK, OPPENHEIMER GLOBAL FUND, OPPENHEIMER
INTERNATIONAL SMALL COMPANY FUND, OPPENHEIMER VARIABLE ACCOUNT FUNDS, STICHTING
DEPOSITARY APG EMERGING MARKETS EQUITY POOL, THE BOEING COMPANY EMPLOYEE
RETIREMENT PLANS MASTER TRUST, THREADNEEDLE SPECIALIST INV FUNDS ICVC GLOBAL EQ
INCOME FUND, WANGER INTERNACIONAL. Eduardo Valentim de Araújo, representing the
shareholders: SQUADRA INSTITUCIONAL FUNDO DE INVESTIMENTO DE AÇÕES, SQUADRA
MASTER LONG-ONLY FUNDO DE INVESTIMENTO EM AÇÕES, SQUADRA MASTER LONG BIASED
FUNDO DE INVESTIMENTO EM AÇÕES, SNAPPER EQUITY LLC, GROUPER EQUITY LLC. Alexandre
de Freitas Nunes, representing the shareholders: ARGUCIA ENDOWMENT FUNDO DE
INVESTIMENTO MULTIMERCADO, SPARTA FUNDO DE INVESTIMENTO EM AÇÕES, RHODES FIA,
ARGUCIA INCOME FUNDO DE INVESTIMENTO EM AÇÕES, ARGUCIA LLC. This is a free translation
of the minutes drawn up in the Company’s records.
_________________________________________
Deborah Cristina Benites Soares
Secretary