MULTIPLUS S.A.
COMPANY REGISTRY (NIRE): 35.300.371.658
Corporate Taxpayer’s ID (CNPJ/MF): 11.094.546/0001-75
Authorized Capital Publicly-held Company
MINUTES OF THE EXTRAORDINARY SHAREHOLDERS' MEETING
HELD ON MARCH 18, 2011
I) Date, Time and Venue: On March 18, 2011 at 10:30 a.m., at the Company’s headquarters,
located at Av. Nações Unidas nº 12.901, conjunto N-2101, 21º andar, Torre Norte, Centro
Empresarial Nações Unidas (“CENU”), CEP 04578-000 in the city and state of São Paulo.
II) Call Notice: Published in the Diário Oficial do Estado de São Paulo (Official Gazette of the
State of São Paulo), in the March 2, 2011 issue, with re-ratification published in the March 3, 4, 5
and 6, 2011 issues.
III) Presiding Board: Eduardo Campozana Gouveia - Chairman; Vanessa Azevedo Marques de
Alvarenga – Secretary.
IV) Proceedings: The Chairman declared the meeting to be in session upon the attendance of
shareholders representing 79.54% of the Company’s voting capital, in accordance with the
Shareholders’ Attendance Book.
V) Agenda: a). Tore-ratify the information contained in the minutes of the Board of Directors’
Meeting held on March 1, 2010, in order to correct the Company’s capital stock, from the
incorrectly stated amount of six hundred ninety-two million, three hundred forty-eight thousand,
five hundred reais (R$692,348,500.00), to the correct amount of six hundred ninety-two million,
three hundred eighty-four thousand, five hundred reais (R$692,384,500.00) resulting from the
capital increase authorized on the aforementioned date, with the consequent amendment of Article
5 of the Company’s Bylaws.
b). To review and vote on the proposal of the Company’s
Management to reduce the capital stock, currently considered to be excessive, from six hundred
ninety-two million, three hundred eighty-four thousand, five hundred reais (R$692,384,500.00) to
ninety-two
million,
three
hundred
seventy
thousand,
eight
hundred
twenty
reais
(R$92,370,820.00), for an effective reduction of six hundred million, thirteen thousand, six
hundred eighty reais (R$600,013,680.00). The capital stock, in Brazilian currency, will be reduced
without the cancellation of any shares and without the alteration of the percentage of interest held
by shareholders in the Company’s capital stock, with the resulting amendment of Article 5 of the
Bylaws. As a result of the Capital Reduction, the Company's shareholders will be reimbursed a
total of three reais and seventy-two centavos (R$3.72) per share in Brazilian currency; and c). To
amend item (xxi) of article 23 of the Bylaws regarding the execution of payments, expenditures
and investments that are not included in the annual business budget or in the annual development
budget plan.
VI) Resolutions: After examining the matters on the Agenda, the shareholders in attendance
resolved by unanimous vote to:
a). Re-ratify the information contained in the minutes of the Board of Directors’ Meeting held on
March 1, 2010, in order to correct the Company’s capital stock, from the incorrectly stated amount
of six hundred ninety-two million, three hundred forty-eight thousand, five hundred reais
(R$692,348,500.00), to the correct amount of six hundred ninety-two million, three hundred
eighty-four thousand, five hundred reais (R$692,384,500.00) resulting from the capital increase
authorized on the aforementioned date, whereby Article 5 of the Company’s Bylaws will henceforth
read as follows:
“Article 5 – The Company’s capital stock, fully subscribed and paid in, totals six hundred
ninety-two
million,
three
hundred
eighty-four
thousand,
five
hundred
reais
(R$692,384,500.00), dividend into one hundred sixty-one million, two hundred ninetyfour thousand (161,294,000) registered common book-entry shares without par value
and indivisible in relation to the Company. Sole Paragraph – the Company’s capital stock
shall be represented exclusively by common shares.”
b). Reduce the capital stock, currently considered to be excessive, from six hundred ninety-two
million, three hundred eighty-four thousand, five hundred reais (R$692,384,500.00) to ninety-two
million, three hundred seventy thousand, eight hundred twenty reais (R$92,370,820.00), for an
effective reduction of six hundred million, thirteen thousand, six hundred eighty reais
(R$600,013,680.00). The capital stock, in Brazilian currency, will be reduced without the
cancellation of any shares and without the alteration of the percentage of interest held by
shareholders in the Company’s capital stock, with the resulting amendment of Article 5 of the
Bylaws (“Capital Reduction”). As a result of the Capital Reduction, the Company’s shareholders will
be reimbursed a total of three reais and seventy-two centavos (R$3.72) per share in Brazilian
currency. The total amount to be reimbursed to shareholders will be paid at the end of the period
during which creditors may oppose the capital reduction, pursuant to Article 174, paragraph 2 of
the Brazilian Corporation Law (Law no. 6,404/76), and no correction will be made to the amount
to be credited to shareholders between the date of the resolutions herein and the date of the
effective credit. The Company will respect the period of sixty (60) days for creditor opposition set
forth in the aforementioned Article 174 before the reduction may become effective, and said
period will begin on the date of publication of the present Extraordinary Shareholders’ Meeting in
the newspapers. The Company will publish a Material Fact announcing the closing of the period for
creditor opposition, the date for payment of the capital reimbursement to shareholders and the
date when the shares issued by the Company will begin trading “ex-rights to capital reduction”.
Therefore, the Company’s Board of Executive Officers is hereby fully authorized to perform all acts
necessary to the formalization and accomplishment of the Capital Reduction approved herein. As a
consequence of the aforementioned Capital Reduction, Article 5 of the Company’s Bylaws is hereby
amended and will henceforth read as follows:
“Article 5 – The Company’s capital stock, fully subscribed and paid in, totals ninety two
million,
three
hundred
seventy
thousand,
eight
hundred
twenty
reais
(R$92,370,820.00), dividend into one hundred sixty-one million, two hundred ninetyfour thousand (161,294,000) registered, common, book-entry shares without par value
and indivisible in relation to the Company. Sole Paragraph – the Company’s capital stock
shall
be
represented
exclusively
by
common
shares.”
c). Amend item (xxi) of article 23 of the Company’s Bylaws regarding the execution of payments,
expenditures and investments that are not included in the annual business budget or in the annual
development budget plan, which will henceforth read as follows:
“Article 23
(xxi) approving any payments, expenditures or investments that are not included in the
annual business budget or annual development budget plan and that are greater than
the amount earmarked for those purposes by two million reais (R$2,000,000.00). The
limit established herein does not apply to investment and hedge transactions, which
shall comply with the conditions of the Investment and Risk Policy, also duly approved
by the Company’s Board of Directors.”
CLOSING REMARKS: Pursuant to Article 130, paragraph 1 of Law no. 6,404/76, the drawing up
of these minutes in summary format was authorized.
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, March 18, 2011.
Eduardo Campozana Gouveia
Chairman
Vanessa Azevedo Marques de Alvarenga
Secretary
Shareholders:
______________________________________
Deborah Cristina Benites Soares, representing shareholder TAM S/A
______________________________________
Gabriela dos Santos Paranhos, representing the following shareholders:
SPARTA FUNDO DE INVESTIMENTO EM AÇÕES
ARGUCIA INCOME FUNDO DE INVESTIMENTO EM AÇÕES
______________________________________
Katina Maria Fantinel, representing the following shareholder:
VR CAPITAL FUNDO DE INVESTIMENTO EM AÇÕES
______________________________________
Anderson
Carlos
Koch,
representing
the
OAKTREE EMERGING MARKETS ABSOLUTE RETURN FUND, L.P.
BAY POND INVESTORS (BERMUDA) L.P.
BAY POND PARTNERS, L.P.
EP TISDALE, LLC
T. ROWE PRICE INTERNATIONAL DISCOVERY FUND
JPMORGAN BRAZIL EQUITY MASTER INVESTMENT TRUST
JPMORGAN BRAZIL INVESTMENT TRUST PLC
following
shareholders:
NORGES BANK
FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY EMERGING MARKETS
EQUITY CENTRAL FUND
FIDELITY INVESTMENT TRUST: FIDELITY DIVERSIFIED INTERNATIONAL FUND
FIDELITY INVESTMENT MONEY MANAGEMENT INC.
THREADNEEDLE SPECIALIST INVESTMENT FUNDS ICVC GLOBAL EQUITY INCOME FUND
T. ROWE PRICE RETIREMENT DATE TRUST
BLACKROCK LATIN AMERICAN FUND, INC
COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES RETIREMENT SYSTEM
HOUSTON FIREFIGTHERS RELIEF AND RETIREMENT FUND
JOHNSON JOHNSON GENERAL PENSION TRUST
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, A T F S R P A T/RET STAFF
BEN PLAN AND TRUST
FIDELITY INVESTMENT TRUST: LATIN AMERICA FUND
GMO GLOBAL ACTIVE EQUITY FUND, LP
THE GMO ERISA POOL
THE GMO FOREIGN FUND SERIES
TREASURER OF THE STATE OF NORTH CAROLINA EQUITY INVESTMENT FUND POOLED TRUST
FIDELITY LATIN AMERICA FUND
MARVIN & PALMER FUNDS PLC
THE NOMURA TRUST AND BANKING CO., LTD. RE:FIDELITY GLOBAL SMALL CAP MOTHER FUND
FIDELITY INVESTMENT TRUST: FIDELITY SERIES EMERGING MARKETS FUND
EMPLOYEES
RETIREMENT
PLAN
OF
BRPPKLYN
UNION
JOHN HANCOCK TRUST BALANCED TRUST
KAISER PERMANENTE MASTER TRUST
COX ENTERPRISES INC MASTER TRUST
GLOBAL X BRAZIL CONSUMER ETF
THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO
ALPINE DYNAMIC DIVIDEND FUND
ALPINE GLOBAL DYNAMIC DIVIDEND FUND
ALPINE TOTAL DYNAMIC DIVIDEND FUND
PYRAMIS GROUP TRUST FOR EMPLOYEE BENEFIT PLANS: PYRAMIS SELECT INTER. SMALL CAP
PLUS COMMINGLED POOL
GAS