MANUAL FOR PARTICIPATION AT THE EXTRAORDINARY SHAREHOLDERS MEETING FEBRUARY 7, 2012, AT 10 A.M.

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1 MULTIPLUS S.A. CORPORATE TAXPAYER ID (CNPJ/MF): / COMPANY REGISTRY (NIRE): Publicly-held Company Avenida Nações Unidas, nº , Conjunto N-2101, 21º andar da Torre Norte do Centro Empresarial Nações Unidas ( CENU ), CEP , São Paulo/SP MANUAL FOR PARTICIPATION AT THE EXTRAORDINARY SHAREHOLDERS MEETING FEBRUARY 7, 2012, AT 10 A.M. Dear Sirs, MULTIPLUS S.A. ( Company ), in order to provide information on the matters to be resolved at the Extraordinary Shareholders Meeting ( Meeting ) to be held on February 7, 2012, at 10:00 A.M., at the Company s headquarters located at Avenida Nações Unidas no. 12,901, Conjunto N-2101, 21o andar da Torre Norte do Centro Empresarial Nações Unidas ( CENU ), CEP , in the city and state of São Paulo, provides this Manual to guide Shareholders during their participation at the Meeting. We hope to see all our Shareholders at the Meeting. São Paulo, January 21, Eduardo Campozana Gouveia Chief Executive and Investor Relations Officer 1

2 TABLE OF CONTENTS Call Notice... 4 Management s Proposal... 6 Attachment I Information about the candidates indicated by the management and/or controlling shareholder, with the information indicated in items 12.6 to of the Reference Form... 8 Attachment II Information regarding Management compensation, including information indicated in Item 13 of the Reference Form UAL DA AD 2

3 MULTIPLUS S.A. COMPANY REGISTRY (NIRE): CORPORATE TAXPAYER ID (CNPJ/MF) : / PUBLICLY-HELD COMPANY CALL NOTICE EXTRAORDINARY SHAREHOLDERS MEETING The Shareholders of MULTIPLUS S.A. ( Company ) are hereby invited to meet at 10:00 A.M. on February 7, 2012, at the Company s headquarters located at Av. Nações Unidas nº , conjunto N-2101, 21º andar da Torre Norte do Centro Empresarial Nações Unidas ( CENU ), CEP , in the city and state of São Paulo, to resolve on the following agenda: (a) to elect the members of the Board of Directors, subject to the minimum of twenty percent (20%) independent members, in accordance with the Listing Rules of the Novo Mercado segment of the BM&FBOVESPA Securities, Commodities and Futures Exchange; and (b) To fix the individual and overall compensation of the Board members. The Manual for Participation in the Extraordinary Shareholders Meeting containing all other information required by CVM Rules 480/09 and 481/09, relating to the agenda to be examined and discussed, is available to Shareholders at the Company s headquarters, its Investor Relations website (www.multiplusfidelidade.com.br/ri), as well as the websites of BM&FBOVESPA (www.bmfbovespa.com.br) and the Brazilian Securities and Exchange Commission (www.cvm.gov.br). General Instructions: Pursuant to Article 1 of CVM Rule 165/91, as amended by CVM Rule 282/98, the minimum percentage of voting capital necessary to request cumulative voting for electing the Board members is five percent (5%). Pursuant to Article 126 of Law 6404/76, as amended, all the Shareholders may attend the meeting in person or through their legal representatives or proxies, provided said shares are registered in their name with Banco Itaú S.A., the depositary institution for the Company s shares, up to twenty-four (24) hours prior to the date mentioned in this Call Notice, as determined by the Company s Bylaws. Shareholders shall arrive before the commencement of the Meeting with the following documents: Identity document and a statement issued by the custodian agent mentioning the shareholding interest; Shareholders who are unable to attend the Meeting may be represented by proxy, subject to all legal conditions; 3

4 In order to speed up the process and facilitate the Meeting proceedings, the proof of share ownership and the power of attorney may, at the shareholders discretion, be sent to the Company s headquarters preferably up to two (2) business days prior to the Meeting date; Further information is available at the Investor Relations website São Paulo (SP), January 21, MAURÍCIO ROLIM AMARO Chairman of the Board of Directors 4

5 MANAGEMENT S PROPOSAL The Company's Management recommends the Shareholders Meeting to approve the following matters submitted for discussion: 1) Elect the members of the Board of Directors, subject to the minimum of twenty percent (20%) independent members, in accordance with the Listing Rules of the Novo Mercado segment of the BM&FBOVESPA - Securities, Commodities and Futures Exchange: The Management recommends the shareholders to vote in favor of the reelection and election, as applicable, as members of the Board of Directors, for unified terms of office ending on February 7, 2014, Messrs.: Maurício Rolim Amaro He is Vice Chairman of the Board of Directors of TAM S.A., executive director at TAM Empreendimentos e Participações S.A. and a member of the Board of Directors of TAM Aviação Executiva e Táxi Aéreo S.A. He has a degree in business administration and in aviation administration from Broward Community College in Florida. There are no criminal or administrative convictions that impede him from holding management positions. Egberto Vieira Lima He served as Treasury Manager of Alcoa Alumínio, Chief Financial and Investor Relations Officer of Santista Têxtil and Moinho Santista (Bunge Group companies) and, for the past 15 years, has been the Chief Administrative and Financial Officer of TAM Linhas Aéreas S.A. He has degrees in economics and in business administration from the Faculty of Economics of the Fundação Escola de Comércio Álvares Penteado (FECAP). There are no criminal or administrative convictions that impede him from holding management positions. Flávia Turci She is a lawyer and has been a partner at the law firm Turci Advogados Associados for 15 years, specializing in the litigation and advisory areas of Corporate Law. She served as the consulting lawyer and sub-coordinator of the Parliamentary Action Coordination Committee of the São Paulo State Industries Federation (FIESP) for 9 years and general consultant to the Itamarati Group. She has a degree in law from the Mackenzie Presbyterian University. There are no criminal or administrative convictions that impede her from holding management positions. Maria Cláudia Oliveira Amaro She has been a member of TAM S/A's Board of Directors since September 2003, serving as Chairwoman since April She has a degree in business administration. From April 1992 to January 1997, she was the Chief Marketing Officer at TAM Linhas Aéreas S.A. Prior to that, she was Assistant Manager at Colony Shops of Florida Inc. and Store Manager from January to December From June 1986 to June 1987, she was a broker at Banco Itamaraty S.A. There are no criminal or administrative convictions that impede her from holding management positions. Antônio Luiz Rios da Silva He served as Executive Vice President of the NotreDame Intermédica Group, CEO of Companhia Brasileira de Meios de Pagamento - VisaNet and Brasilveículos Companhia de Seguros and as Vice President of Retail and Distribution and of Control and Investor Relations at Banco do Brasil S.A. He served on the Boards of the 5

6 Banco do Brasil Employee Pension Fund (PREVI), La Fonte Participações Group, Brasilveículos Companhia de Seguros, Aliança do Brasil Companhia de Seguros, Companhia Brasileira de Meios de Pagamento - VisaNet, Telemar Ceará, Paranapanema Group and Companhia Brasileira de Gestão em Serviços Orizon. He has a degree in economics from the Catholic University of Brasília, an MBA in finance from the Brazilian Capital Market Institute, specialization course in international finance from the Getulio Vargas Foundation (FGV) and the University of Texas. He also earned an MBA in controllership from the University of São Paulo (FIPECAFI), an MBA in accounting from FGV and completed the Breakthrough for Senior Executives Program from the International Institute for Management Development in Lausanne (Switzerland). There are no criminal or administrative convictions that impede him from holding management positions. The information indicated in items 12.6 to of the Reference Form is available to Shareholders in Attachment I to this Proposal, pursuant to Article 10 of CVM Rule 481, of December 17, ) To fix the individual and overall compensation of the Board members: The Company recommends the following proposal regarding the individual and overall compensation of the Board members hereby elected, for the performance of their functions, with the overall compensation for the fiscal year 2012 being up to seven hundred fifty thousand Reais (R$750,000.00) and the individual compensation being: (a) twelve thousand Reais (R$12,000.00) per month for the Chairman of the Board; (b) nine thousand Reais (R$9,000.00) per month for Board members who also participate in the Board s committees; (c) six thousand Reais (R$6,000.00) per month for Board members who do not participate in the Board s committees; (d) Board members who also hold a position on the Executive Board occasionally and on an exceptional basis will not receive compensation. The information related to Item 13 of the Reference Form is available to Shareholders in Attachment II of this Proposal, pursuant to Article 12 of CVM Rule 481 of December 17, xxxxxxxxxxx 6

7 Attachment I Information about the candidates indicated by the management and/or controlling shareholder, with the information indicated in items 12.6 to of the Reference Form 12. Shareholders Meeting and management With regard to each member of the issuer s Board of Directors and Fiscal Council, indicate in tabular form: a. Name Maurício Rolim Egberto Vieira Flavia Turci Maria Cláudia Antônio Luiz Amaro Lima Oliveira Amaro Rios da Silva b. Age c. Profession d. CPF or Passport e. Position held f. Date of election g. Date of investiture h. Term of Office i. Other positions or functions exercised at the issuer j. Whether elected by the Controlling Shareholder Business Administrator Business Administrator Lawyer Business Administrator Economist Chairman Vice Chairman Board member Board member Independent Board member 12/10/ /10/ /10/ /07/ /28/ /10/ /10/ /10/ /07/ /28/2009 December 2013 December 2013 December 2013 December 2013 December 2013 Member of the Member of the Finance Finance Committee Committee Yes Yes Yes Yes Yes With regard to each member of the Board of Directors and Fiscal Council, provide: Maurício Rolim Amaro He is the Vice Chairman of the Board of Directors of TAM S.A., Executive Director at TAM Empreendimentos e Participações S.A. and member of the Board of Directors at TAM Aviação Executiva e Táxi Aéreo S.A. He has degrees in business administration and in aviation administration from Broward Community College in Florida. b. Describe any of the following events that may have occurred in the past 5 years: i. Any criminal conviction: ii. Any conviction in CVM s administrative proceedings and penalties applied: 7

8 iii. Any final and unappealable conviction in any legal or administrative proceedings that has suspended or disqualified him from carrying out any professional or business activity: Egberto Vieira Lima He served as Treasury Manager of Alcoa Alumínio, Chief Financial and Investor Relations Officer of Santista Têxtil and Moinho Santista (Bunge Group companies) and, for the past 15 years, has been the Chief Administrative and Financial Officer of TAM Linhas Aéreas. He has degrees in economics and in business administration from the Faculty of Economics of the Fundação Escola de Comércio Álvares Penteado (FECAP). b. Describe any of the following events that may have occurred in the past 5 years: i. Any criminal conviction: ii. Any conviction in CVM s administrative proceedings and penalties applied: iii. Any final and unappealable conviction in any legal or administrative proceedings that has suspended or disqualified him from carrying out any professional or business activity: Flávia Turci She is a lawyer and has been a partner at the law firm Turci Advogados Associados for 15 years, specializing in the litigation and advisory areas of Corporate Law. She served as the consulting lawyer and sub-coordinator of the Parliamentary Action Coordination Committee of the São Paulo State Industries Federation (FIESP) for 9 years and general consultant to the Itamarati Group. She has a degree in law from the Mackenzie Presbyterian University. b. Describe any of the following events that may have occurred in the past 5 years: i. Any criminal conviction: ii. Any conviction in CVM s administrative proceedings and penalties applied: iii. Any final and unappealable conviction in any legal or administrative proceedings that has suspended or disqualified her from carrying out any professional or business activity: Maria Cláudia Oliveira Amaro She has been a member of TAM S/A's Board of Directors since September 2003, serving as Chairwoman since April She has a degree in business administration. From April 1992 to January 1997, she was the Chief Marketing Officer at TAM Linhas Aéreas S.A. Prior to that, she was Assistant Manager at Colony Shops of Florida Inc. and Store Manager from January to December From June 1986 to June 1987, she was a broker at Banco Itamaraty S.A. 8

9 b. Describe any of the following events that may have occurred in the past 5 years: i. Any criminal conviction: ii. Any conviction in CVM s administrative proceedings and penalties applied: iii. Any final and unappealable conviction in any legal or administrative proceedings that has suspended or disqualified her from carrying out any professional or business activity: Antônio Luiz Rios da Silva - He served as Executive Vice President of the NotreDame Intermédica Group, CEO of Companhia Brasileira de Meios de Pagamento - VisaNet and Brasilveículos Companhia de Seguros and as Vice President of Retail and Distribution and of Control and Investor Relations at Banco do Brasil S.A. He served on the Boards of the Banco do Brasil Employee Pension Fund (PREVI), La Fonte Participações Group, Brasilveículos Companhia de Seguros, Aliança do Brasil Companhia de Seguros, Companhia Brasileira de Meios de Pagamento - VisaNet, Telemar Ceará, Paranapanema Group and Companhia Brasileira de Gestão em Serviços Orizon. He has a degree in economics from the Catholic University of Brasília, an MBA in finance from the Brazilian Capital Market Institute, specialization course in international finance from the Getulio Vargas Foundation (FGV) and the University of Texas. He also earned an MBA in controllership from the University of São Paulo (FIPECAFI), an MBA in accounting from FGV and completed the Breakthrough for Senior Executives Program from the International Institute for Management Development in Lausanne (Switzerland). b. Describe any of the following events that may have occurred in the past 5 years: i. Any criminal conviction: ii. Any conviction in CVM s administrative proceedings and penalties applied: iii. Any final and unappealable conviction in any legal or administrative proceedings that has suspended or disqualified her from carrying out any professional or business activity: Inform the existence of marital relationship, common-law marriage or kinship up to the second degree between: a. administrator of the issuer: Name Maurício Rolim Amaro Maria Cláudia Oliveira Amaro Kinship 1 st Degree 1 st Degree 9

10 b. (i) administrators of the issuer and (ii) administrators of the subsidiaries, direct or indirect, of the issuer: Name Kinship -- c. (i) administrators of the issuer or its direct or indirect subsidiaries, and (ii) direct or indirect controlling shareholders of the issuer: Name Kinship -- d. (i) administrators of the issuer and (ii) administrators of the direct or indirect parent companies of the issuer: Name Maurício Rolim Amaro Maria Cláudia Oliveira Amaro Kinship 1 st Degree 1 st Degree Inform the existence of relations of subordination, provision of services or control, held in the past 3 fiscal years, between administrators of the issuer and: a. Direct or indirect subsidiaries of the issuer: b. Direct or indirect controlling shareholder of the issuer: c. If relevant, suppliers, clients, debtor or creditor of the issuer, its subsidiaries or parent companies or companies controlled by any of these people: 10

11 Attachment II Information regarding Management compensation, including information indicated in Item 13 of the Reference Form 13. Management compensation Describe the compensation policy or practice for the Board of Directors, statutory and non-statutory executive officers, members of the fiscal council, statutory committees, as well as audit, risk, finance and compensation committees, addressing the following aspects: The Annual Shareholder s Meeting is responsible for annually fixing the overall management compensation and the Board of Directors is responsible for distributing it among its members and executive officers. In 2009, the ASM held on October 28 set the prevailing minimum wage as the executive officers compensation. In 2010, the ASM held on January 15, 2010, set the overall compensation of Board members at R$750, In relation to the compensation recognized in the results of the past 3 fiscal years and estimated for the current fiscal year, for the Board of Directors, statutory executive officers and fiscal council members: The Annual Shareholders Meeting is responsible for annually fixing the overall management compensation and the Board of Directors is responsible for distributing it among its members and executive officers. In 2009, the ASM held on October 28 set the prevailing minimum wage as the executive officers compensation. In 2010, the ASM held on January 15, 2010, set the overall compensation of the Board members at R$750,000. For 2012, the Company proposes an overall compensation for the Board members, for the performance of their functions, of up to seven hundred fifty thousand Reais (R$750,000.00) and the individual compensations as follows: (a) twelve thousand (R$12,000.00) per month for the Chairman of the Board of Directors; (b) nine thousand Reais (R$9,000.00) per month for Board members who also participate in the Board s committees; (c) six thousand Reais (R$6,000.00) per month for Board members who do not participate in the Board s committees; (d) Board members who also hold a position on the Executive Board occasionally and on an exceptional basis will not receive compensation In relation to the variable compensation for the past 3 fiscal years and the estimate for the current fiscal year, for the Board of Directors, the statutory executive officers and fiscal council members: In relation to the share-based compensation plan for the Board of Directors and Statutory Officers, in force in the last fiscal year and the estimate for the current fiscal year, describe: 11

12 13.5. Inform the number of shares, directly or indirectly held in Brazil or abroad, or other securities convertible to shares, issued by the issuer, its direct or indirect controlling shareholders, subsidiaries or companies under common control, by members of the Board of Directors, the statutory officers or fiscal council members, grouped by body, on the closing date of the last fiscal year: In relation to the share-based compensation recognized in the results of the past 3 fiscal years and the estimate for the current fiscal year, for the Board of Directors and the statutory officers, prepare a table with the following information: In relation to the open options of the Board of Directors and the statutory officers at the end of the last fiscal year, prepare a table with the following information: In relation to the stock options exercised and the shares delivered in connection with the share-based compensation of the Board of Directors and statutory officers in the past 3 years, prepare a table with the following information: Descriptive summary of the information necessary for understanding the data disclosed in items 13.6 to 13.8, such as explanation of the pricing method for the shares and stock options, indicating, at least: In relation to the pension plans in force granted to the Board members and statutory officers, provide the following information in tabular form: In tabular form, indicate, for the past 3 fiscal years, in relation to the Board of Directors, the Statutory Officers and Fiscal Council members: The Annual Shareholders Meeting is responsible for annually fixing the overall management compensation, and the Board of Directors is responsible for distributing it among its members and executive officers. In 2009, the ASM held on October 28 set the prevailing minimum wage as the executive officers compensation. In 2010, the ASM held on January 15, 2010, set the overall compensation of the Board members at R$750, Describe the contractual arrangements, insurance policies or other instruments that structure compensation or indemnification mechanisms for the administrators in case of removal or retirement, indicating the financial consequences to the issuer: 12

13 In relation to the past 3 fiscal years, indicate the percentage of overall compensation of each body recognized in the Company's results relating to members of the Board of Directors, statutory officers or Fiscal Council members who are related parties to the direct or indirect controlling shareholders, as defined in the accounting rules governing this subject: In relation to the past 3 fiscal years, indicate the amounts recognized in the issuer's results as compensation of members of the Board of Directors, statutory officers and Fiscal Council members, grouped by body, for any reason other than the position held by them, such as commissions and consulting or advisory services rendered: In relation to the past 3 fiscal years, indicate the amounts recognized in the results of direct or indirect controlling shareholders, companies under common control and issuer's subsidiaries, as compensation of members of the board of directors, statutory officers or fiscal council members, grouped by body, specifying the reasons for the payment of such amounts to said individuals: Provide other information that the Issuer deems relevant: 13

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