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Management Proposal Annual and Extraordinary General Meetings 2020 Free Translation

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Management Proposal Annual and Extraordinary General Meetings 2020 Free Translation Management Proposal Annual and Extraordinary General Meetings 2020 Free translation Management Proposal Annual and Extraordinary General Meetings 2020 MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. CNPJ/ME No. 07.816.890/0001-53 NIRE No. 33.3.0027840-1 Publicly Traded Company ParkShoppingSãoCaetano1 São Caetano (SP) Management Proposal Annual and Extraordinary General Meetings 2020 TABLE OF CONTENTS: Introduction ................................................................................................................... 3 Resolutions at Annual General Meeting ....................................................................... 3 Review the manager’s accounts, analyze, discuss and vote on the Management Report and the Financial Statements, together with the Company’s External Auditors’ and Fiscal Council’s Reports, for the fiscal year ended on December 31, 2019............................. 3 Decide on the destination of net income for the fiscal year ended on December 31, 2019 ..................................................................................................................................... 4 Define the number of members of the Company’s Board of Directors for a term of office of two (2) years ............................................................................................................ 5 Elect, by individual vote, the members of the Company’s Board of Directors ............... 6 Set the global annual compensation of the Company’s Management for the 2020 fiscal year .............................................................................................................................. 8 Resolutions at Extraordinary General Meeting ......................................................... 12 Ratify the global annual compensation of the Company’s Management relating to the 2019 fiscal year .......................................................................................................... 12 Postpone, for up to December 31, 2020, the payment of interests on shareholders’ equity (INE) declared in 2019 and not yet paid, in view of the substantial change in the economic and financial context since the date of its declaration ................................. 12 Exhibit I – Officers’ Comments ................................................................................... 15 Exhibit II – Proposal of Destination of Net Income .................................................... 80 Exhibit III – Information about candidates for Board of Directors ........................... 86 Exhibit IV – Proposal of Management Compensation ............................................. 102 2 Management Proposal Annual and Extraordinary General Meetings 2020 Dear Shareholders, The Management of Multiplan Empreendimentos Imobiliários S.A. (“Company”) is pleased to present to its shareholders the proposals on the matters contained in the Agenda of the Annual and Extraordinary General Meetings, to be cumulatively held on April 30, 2020, at 03:00 PM, at the registered office of the Company, at Av. das Américas 4.200, block 2, ground floor, Barra da Tijuca, in the City and State of Rio de Janeiro, in accordance with the Call Notice published on this date. Please note that this document was prepared based on the Company's budget and annual business plan formulated and approved by the Management bodies before the recent developments related to COVID-19. The management global annual compensation presented for the current fiscal year may be impacted by the pace of recovery of the economy and its effects in the country and the Company throughout 2020. RESOLUTIONS AT ANNUAL GENERAL MEETING: (1) Review the manager’s accounts, analyze, discuss and vote on the Management Report and the Financial Statements, together with the Company’s External Auditors’ and Fiscal Council’s Reports, for the fiscal year ended on December 31, 2019 The Company’s Management proposes that the shareholders examine and approve the manager’s accounts, the Management Report and the Financial Statements, together with the Company’s External Auditors’ and Fiscal Council’s Reports, for the fiscal year ended on December 31, 2019. We clarify that the Company’s Financial Statements and Management Report were audited by the independent auditors Ernst & Young Auditores Independentes S.S., received a favorable opinion by the Company’s Fiscal Council and were subsequently approved by the Company’s Board of Directors, in accordance with the meetings held on February 14, 2020, respectively, at 10:30 AM and 04:00 PM, and published in the newspaper Valor Econômico and in the Official Gazette of the State of Rio de Janeiro on March 19, 2020. The documents relevant to this resolution, together with the External Auditors’ Report, the Opinion of the Company’s Fiscal Council, the form of Standardized Financial Statements – DFP and the Officers’ Comments on the business, the operational results and the financial condition of the Company, the latter constituting Exhibit I hereto (as set forth in article 9, item III of the Instruction of the Securities and Exchange Commission of Brazil (“CVM”) No. 481/09 (“ICVM 481/09”)), are available at the registered office and on the website of the Company (ri.multiplan.com.br), and the websites of CVM (www.cvm.gov.br) and of B3 S.A. – Brasil, Bolsa, Balcão (“B3”) (www.b3.com.br). 3 Management Proposal Annual and Extraordinary General Meetings 2020 (2) Decide on the destination of net income for the fiscal year ended on December 31, 2019. The General Meeting shall resolve on the proposal by the Management for allocation of the Company’s net income regarding the fiscal year ended on December 31, 2019, in the total amount of R$ 471,123,368.46, as approved by the Board of Directors at a meeting held on February 14, 2020, in the following terms: ► Approve the allocation of the amount of R$ 23,556,168.42 to the Legal Reserve; ► Approve the allocation of the amount of R$ 167,567,200.04 to the Expansion Reserve; ► Subject to the proposal contained in the agenda at the Extraordinary General Meeting regarding the payment date of interest on shareholders’ equity declared on September 25, 2019 and December 23, 2019, ratify the resolutions which approved the payment of the total amount of R$ 280,000,000.00 (R$ 244,129,818.23, net of taxes), which were taken at the meetings of the Company’s Board of Directors held on June 24, September 25, and December 23, 2019, ad referendum of the General Meeting, whereas R$ 110,000,000.00 has already been paid to the shareholders on October 22, 2019, according to the list of shareholders registered in the Company’s books on June 27, 2019. Said interests on shareholders’ equity were imputed to the minimum mandatory dividend, according to the provisions of article 9, § 7 of Law No. 9.249/95 and in item III of Resolution No. 683/2012 of CVM; FISCAL YEAR 2019 Proposal of Destination of Net Income – 2019 R$ Net profit of the fiscal year 471,123,368.46 Appropriation to the legal reserve (-)23,556,168.42 Adjusted net profit 447,567,200.04 Minimum mandatory dividends (1) 111,891,800.01 Interests on shareholders’ equity approved in 2019 (gross) 280,000,000.00 Allocation percentage (gross) 62.56% Income tax withheld of interest on the shareholders’ equity 35,870,181.77 Interest on shareholders’ equity approved in 2019 (net of taxes) 244,129,818.23 Allocation percentage (net) 54.55% Allocation to the expansion reserve 167,567,200.04 (1) Value not distributed, because distribution of the interest on the shareholders’ equity surpassed the minimum mandatory dividend. 4 Management Proposal Annual and Extraordinary General Meetings 2020 400.0 80.0% 68.3% 350.0 64.7% 62.6% 70.0% 57.8% 300.0 60.0% 50.0% 50.0% 50.0% 50.0% 47.5% 250.0 50.0% 32.1% 200.0 36.0% 40.0% 150.0 25.0% 30.0% R$260.0 M R$280.0 M R$125.0 M R$225.0 M R$240.0 M 100.0 R$100.0 M R$155.0 M 20.0% R$135.0 M 50.0 R$102.9 M R$95.0 M 10.0% R$60.9 M R$49.0 M R$58.7 M - R$20.1 M R$19.9 M 0.0% 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Dividends Interest on shareholders’ equity (gross) % of net income after expansion reserve Additional information on the proposal of destination of net income presented by the Management is provided in Exhibit II hereto, according to the terms of article 9, Sole Paragraph, II of ICVM 481/09, and is available at the registered office and on the Company’s website (ir.multiplan.com.br), and on the websites of CVM (www.cvm.gov.br) and B3 (www.b3.com.br). (3) Define the number of members of the Company’s Board of Directors for a term of office of two (2) years. Pursuant to Article 14 of the Company's Bylaws, the Board of Directors shall be composed of a minimum of 5 (five) and a maximum of 10 (ten) members, resident or not in the country, elected and removed by the General Meeting, with a unified term of office of 2 (two) years, reelection being admitted. Also, as provided for in paragraph 1 of article 14 of the Bylaws, the General Meeting is responsible for defining, by majority vote, the number of positions on the Board of Directors to be filled in each tenure. Therefore, for the term of office that will begin on April 30, 2020 and extend until the Annual General Meeting that will decide on the financial statements for the fiscal year to be ended on December 31, 2021, it is proposed that the composition of the Board of Directors remain in 7 (seven) members. If there is a request for separate election, pursuant to article 141 of Law No. 6,404 / 76 (“Brazilian Corporate Law”), the structure of the Board of Directors will be reorganized to accommodate the director elected separately, so that the Board composition is maintained in 7 (seven) members. It is noteworthy that the right to request and participate in the separate election shall only be exercised by shareholders who prove the uninterrupted ownership of the shareholding during at least the period of 3 (three) months immediately prior to the General Meeting, under the terms of paragraph 6 of article 141 of the Brazilian Corporate Law. 5 Management Proposal Annual and Extraordinary General Meetings 2020 According to Article 3 of CVM Instruction n.
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