call notice general extraordinary shareholders

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Page 1: Call Notice General Extraordinary Shareholders

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.

CNPJ/MF: 07.816.890/0001-53

NIRE: 33.3.0027840-1

Publicly-held Company

CALL NOTICE

ANNUAL AND EXTRAORDINARY GENERAL SHAREHOLDERS´ MEETING

The shareholders of Multiplan Empreendimentos Imobiliários S.A. (“Company”) are

hereby invited to attend the Annual and Extraordinary General Shareholders´ Meeting, to

be held, cumulatively, on April, 29th, 2014, on first call, at 11:30 am, at the Company´s

headquarter at Avenida das Américas nr. 4.200, block 2, 5th floor, suite 501, Barra da

Tijuca, in the City and State of Rio de Janeiro, in order to resolve on the following

agenda:

AT THE ANNUAL SHAREHOLDERS´ MEETING:

(1) To analyze, discuss and vote on the management´s report, financial statements and

external auditor´s reports for the fiscal year ended on December 31st, 2013;

(2) To decide about the destination of the net income regarding the fiscal year ended on

December, 31st, 2013;

(3) To define the number of members of the Board of Directors for a term of office of two

(2) years;

(4) To elect the members of the Board of Directors; and

(5) To set the aggregate compensation of the management of the Company for the fiscal

year of 2014 financial.

AT THE EXTRAORDINARY SHAREHOLDERS´ MEETING:

(6) To resolve on the amendment of Article 16 of the Company’s Bylaws to insert a

provision setting forth the prohibition of the accumulation of positions of Chairman of the

Board of Director and Chief Executive Officer of the Company, as described in the

Management’s Proposal, with the purpose to adapt it to Section 5.4 of the Corporate

Governance Level 2 Listing Regulation of BM&FBOVESPA S.A. – Bolsa de Valores,

Mercadorias e Futuros.

Page 2: Call Notice General Extraordinary Shareholders

General Information: In order to attend the Shareholders´ Meeting, the shareholders,

their legal representatives or attorneys-in-fact, shall comply with the Article 126 of

Corporate Law nr. 6.404/76, and send to the Company, preferably 48-hours in advance,

in addition to an identification document with photo and/or the corporate documents

granting power to sign on behalf of the grantor, as the case may be: (i) a report issued

by the bookkeeping institution, dated at least 5 (five) days prior to the Shareholders´

Meeting date; (ii) the power-of-attorney with a notarized signature by a notary public;

and/or (iii) for shareholders that have fungible custody of registered shares, the account

statement indicating the number of shares held by them, issued by the competent

institution.

Under article 3 of Instruction 165/91 issued by the Brazilian Securities and Exchange

Commission (“CVM”), as amended by CVM Instruction 282/98, holders of record

representing at least five percent (5%) of the voting capital stock are entitled to request

the adoption of cumulative voting.

The documents and information required under CVM Instructions 367/02, 480/09 and

481/09 are available to shareholders at the Company’s registered office, and are

accessible in the Company’s website (ri.multiplan.com.br), CVM´s website

(www.cvm.gov.br) and BM&FBOVESPA´s website (www.bmfbovespa.com.br).

Rio de Janeiro, April 11th, 2014.

José Isaac Peres

Chairman of the Board of Directors