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Quartely Information - ITR

Multiplan Empreendimentos
Imobiliários S.A.
March 31, 2009
with Review Report of Independent Auditors
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.

Quarterly information
March 31, 2009

Contents

Review Report of independent auditors ..............................................................................1

Interim financial statements

Balance sheets of the company and consolidated ..............................................................3


Statements of operations of the company and consolidated ...............................................5
Statements of changes in shareholder’s equity of the company ..........................................6
Statements of cash-flow of the company and consolidated ................................................7
Notes to the financial statements ........................................................................................8
(A free translation from the original in Portuguese)

Report of independent auditors on limited review of Quarterly


Information - ITR
To the Board of Directors and Shareholders of
Multiplan Empreendimentos Imobiliários S.A.
Rio de Janeiro - RJ

1. We have reviewed the accounting information contained in the Quarterly Reports –


ITR, (individual and consolidated) of Multiplan Empreendimentos Imobiliários S.A.,
referring to the quarter ended March 31, 2009, consisting of the balance sheet and the
related statements of operations, changes in shareholders’ equity and cash flows , the
explanatory notes and the performance report, prepared under the direction of
management.

2. Our review was conducted in accordance with specific procedures established by the
Brazilian Institute of Independent Auditors (IBRACON), in conjunction with the Federal
Accountancy Board (CFC), and consisted, mainly of: (a) making inquiries of, and
discussions with, officials responsible for the accounting, financial and operational
areas of the Company and subsidiaries relating to the procedures adopted for
preparing the Quarterly Information; and (b) reviewing the relevant information and
subsequent events which have, or may have, significant effects on the financial
position and results of operations of the Company and subsidiaries.

3. Based on our meeting, we are not aware of any significant change that should be
made to the accounting information contained in the aforesaid Quarterly Information
for it to be in accordance with the accounting practices adopted in Brazil and with the
Brazilian Securities and Exchange Commission (CVM) rules applicable to the
preparation of the Quarterly Information.

1
4. As mentioned in Note 2, in connection with the changes in the accounting practices
adopted in Brazil beginning January 1, 2008, the statements of income and of cash
flows and other accounting information contained in the Quarterly Information for the
quarter ended March 31, 2008, presented for comparison with the Quarterly
Information for March 31, 2009, were adjusted and are being restated as required by
Accounting Procedure NPC 12 – Accounting Practices, Changes in Accounting
Estimates and Correction of Errors, approved by CVM Resolution No. 506.

Rio de Janeiro, May 12, 2009

ERNST & YOUNG


Auditores Independentes S.S.
CRC - 2SP 015.199/O-6-F-RJ

Paulo José Machado


Accountant CRC - 1RJ 061.469/O-4

2
A free translation from the Original in Portuguese

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.


Balance sheets
March 31, 2009 and December 31, 2008
(In thousands of reais)

March 31, 2009 December 31, 2008


Company Consolidated Company Consolidated
Assets
Current
Cash and cash equivalents (Note 4) 134,983 187,213 146,614 167,585
Accounts receivable (Note 5) 74,358 91,335 82,122 99,529
Sundry loans and advances (Note 6) 6,482 16,450 9,404 18,496
Recoverable taxes and contributions (Note 7) 15,935 21,090 16,846 20,198
Deferred income and social contribution taxes (Note 9) 39,492 39,492 38,704 38,704
Others 746 965 - -
Total current assets 271,996 356,545 293,690 344,512

Noncurrent
Long-term receivables
Accounts receivable (Note 5) 11,734 18,037 11,388 17,762
Land and properties held for sale (Note 8) 131,200 131,200 129,457 129,457
Sundry loans and advances (Note 6) 59,359 19,773 34,011 10,328
Receivables from related parties (Note 18) 2,070 1,698 2,039 1,687
Deferred income and social contribution taxes (Note 9) 137,259 137,259 137,264 137,264
Others 2,219 3,529 1,679 3,029
343,841 311,496 315,838 299,527

Investments (Note 10) 138,852 17,603 140,753 22,847


Goodwill (Note 11) 51,316 - 51,592 -
Property and equipment (Note 11) 1,378,407 1,630,588 1,349,526 1,573,204
Intangibles (Note 12) 309,396 310,529 308,749 309,890
Deferred charges (Note 13) 26,186 31,648 27,087 32,757
Total noncurrent assets 2,247,998 2,301,864 2,193,545 2,238,225

Total assets 2,519,994 2,658,409 2,487,235 2,582,737

3
March 31, 2009 December 31, 2008
Company Consolidated Company Consolidated
Liabilities and shareholders’ equity
Current
Loans and financing (Note 14) 112,150 112,996 106,006 107,360
Accounts payable 45,887 60,108 45,705 55,052
Property acquisition obligations (Note 15) 43,622 43,622 45,222 45,222
Taxes and contributions payable 7,568 14,189 18,758 25,326
Proposed dividends (Note 20) 20,084 20,084 20,084 20,084
Deferred incomes (Note 19) 21,051 21,602 20,604 21,264
Payables to related parties (Note 18) 188 54,534 188 23,780
Taxes paid in installments (Note 16) - 271 - 267
Clients anticipation 11,818 11,818 8,600 8,600
Others 1,528 1,569 1,350 1,510
Total current 263,896 340,793 266,517 308,465

Noncurrent
Loans and financing (Note 14) 126,110 126,110 128,912 128,912
Property acquisition obligations (Note 15) 81,609 81,609 90,049 90,049
Taxes paid in installments (Note 16) - 1,522 - 1,574
Provision for contingencies (Note 17) 3,174 4,552 3,155 4,571
Deferred incomes (Note 19) 71,515 117,186 67,309 105,034
Total noncurrent liabilities 282,408 330,979 289,425 330,140

Minority interest - 13,077 - 12,953

Shareholders’ equity (Note 20)


Capital 952,747 952,747 952,747 952,747
Shares in Treasure Department (4,624) (4,624) (1,928) (1,928)
Capital reserve 958,786 958,786 958,276 958,276
Profit reserve 22,198 22,473 22,198 22,084
Net income for the period 44,583 44,178 - -
Total shareholders’ equity 1,973,690 1,973,560 1,931,293 1,931,179

Total liabilities and shareholders’ equity 2,519,994 2,658,409 2,487,235 2,582,737

See accompanying notes.

4
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.

Statements of operations
Quarter ended March 31, 2009 and 2008
(In thousands of reais, except earnings (loss) per share, in reais)

2009 2008
Company Consolidated Company Consolidated
Gross revenues from sales and services
Leases 75,376 79,389 57,639 60,564
Services 15,200 15,389 11,168 11,254
Key money 4,997 5,168 4,627 4,764
Parking 5,260 17,700 3,277 12,724
Sale of properties 427 427 - -
Others - - - 33
101,260 118,073 76,711 89,339

Taxes and contributions on sales and services (9,335) (9,972) (7,366) (8,447)

Net revenues 91,925 108,101 69,345 80,892

Operating income (expenses)


General and administrative expenses (headquarters) (16,424) (17,284) (9,338) (16,368)
General and administrative expenses (shopping
malls) (13,410) (23,716) (13,290) (14,678)
Management fees (1,477) (1,477) (1,845) (1,845)
Stock-option-based remuneration expenses (510) (510) (318) (318)
Cost of properties sold (233) (233) - -
Equity in earnings of affiliates (Note 10) (3,313) (6,198) 4,326 2,603
Net Financial result (Note 21) (5,156) (5,383) 6,546 7,690
Depreciation and amortization (8,529) (9,381) (6,617) (7,584)
Goodwill amortization (Note 11 and 12) (276) (276) (31,428) (31,428)
Other operating expenses (income) 1,202 1,264 606 623
Income before income and social contribution taxes 43,799 44,907 17,987 19,587

Income and social contribution taxes (Note 9) - (1,286) (151) (770)


Deferred income and social contribution taxes (Note 9) 784 784 (5,710) (5,710)

Income before minority interest 44,583 44,405 12,126 13,107

Minority interest - (227) - (145)

Net income for the period 44,583 44,178 12,126 12,962

Earnings per share – R$ 0,30 0,08

Number of outstanding shares at quarter ended 147,459,441 147,799,441

See accompanying notes.

5
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Statements of changes in shareholders equity of the company
Quarter ended March 31, 2009 and 2008
(In Thousands of reais)

Capital reserve Profit reserve


Special Goodwill Retained
Stock goodwill reserve on earnings
Treasury options reserve on issuance of Legal Expansion (accumulated
Capital shares granted merger shares reserve reserve losses) Total

Balances at December 31, 2007 952,747 - - 186,548 745,877 - - (11.029) 1.874.143

Adjustment from first-time adoption of Law No. 11638/07 –


stock options granted (Note 20.g) - - 24,579 - - - - (24,579) -
Stock options granted (Note 20.g) - - 318 - - - - - 318
Net income for the period - - - - - - - 12,126 12,126

Balances at March, 2008 952,747 - 24,897 186,548 745,877 - - (23,482) 1,886,587

Balances at December, 2008 952,747 (1,928) 25,851 186,548 745,877 2,114 20,084 - 1,931,293

Repurchase of shares to be held in treasury (Note 20.e) - (2,696) - - - - - - (2,696)


Stock options granted (Note 20.g) - - 510 - - - - - 510
Net income for the period - - - - - - - 44,583 44,583

Balances at March, 2009 952,747 (4,624) 26,361 186,548 745,877 2,114 20,084 44,583 1,973,690

See accompanying notes.

6
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Statement of cash flows
Quarter ended March 31, 2009 and 2008
(In Thousands of reais)

2008 2007
Company Consolidated Company Consolidated
Cash flows from operations
Net income for the period 44,583 44,178 12,126 12,962

Adjustments:
Depreciation and amortization 8,529 9,381 6,617 7,584
Amortization of goodwill 276 276 31,428 31,428
Equity pickup (3,313) (6,198) (4,326) (2,603)
Stock-option-based remuneration 510 510 318 318
Minority Interest - 227 - 145
Apropriation of deferred income (4,997) (5,168) (4,627) (4,764)
Interest and monetary variations on loans and financing 3,452 3,452 839 839
Interest and monetary variations on property acquisition obligations 3,823 3,823 4,151 4,151
Interest and monetary variations on sundry loans and advances (417) (417) (81) (81)
Interest and monetary variations on receivables from related parties (4) (4) (66) (66)
Deferred income and social contribution taxes - - 6,948 6,948
Earnings from subsidiaries not recognized previously, and capital
deficiency of subsidiaries - 390 - (854)
Net adjusted income 52,442 50,450 53,327 56,007

Variation in operating assets and liabilities:


Lands and properties (1,743) (1,743) (226) (226)
Accounts receivable 7,418 4,009 16,618 13,900
Increase of receivable taxes 911 (892) (3,524) (4,060)
Deferred taxes (783) (783) (1,238) (1,500)
Other assets (1,286) (1,465) (2,298) (2,876)
Accounts payable 182 8,966 (70) (819)
Amortization of property acquisition obligations (13,863) (13,863) 44,844 44,844
Taxes and mandatory contributions payable (11,190) (11,137) (1,464) (1,080)
Assets aquisition - - 341 341
Installment taxes - (48) - (41)
Provision for contigencies 19 (19) 55 25
Deferred revenue 9,650 17,658 12,919 18,566
Others obligations 178 59 445 2,205
Clients antecipation 3,218 3,218 - -
Cash flows generated by operations 45,153 54,410 119,729 125,286

Cash flows from investments


Increase (decrease) in loans and sundry advances (21,945) (6,918) (24,945) (24,934)
Increase (decrease) in receivables from related parties (27) (7) (1,424) (33)
Rate receipt on loans and other advances (64) (64) (42) (42)
Increase (decrease) of investments 5,214 11,442 39,954 39,551
Increase of property, plant and equipment (36,509) (65,656) (175,698) (178,548)
Additions to deferred charges - - (2,820) (8,090)
Additions to goodwill - - 260 -
Additions to intangibles (647) (915) (274) (274)
Cash flows used in investing activities (53,978) (62,118) (164,989) (172,370)

Cash flows from financing activities


Decrease in loans and financing (4,972) (5,728) (6,887) (8,033)
Rate payment of loans and obtained financing 4,862 5,109 2,658 2,766
(Increase) decrease in payables to related parties - 30,754 (1,346) (1,346)
Repurchase of shares to be held in treasury (2,696) (2,696) - -
Minority interest - (103) - (151)
Cash flows generated by (used in) financing activities (2,806) 27,336 (5,575) (6,764)

Cash Flow (11,631) 19,628 (50,835) (53,848)

Cash at beginning 146,614 167,585 406,745 416,444


Cash at end 134,983 187,213 355,910 362,596

Changes in cash (11,631) 19,628 (50,835) (53,848)

See accompanying notes.

7
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements
March 31, 2009
(In thousands of reais)

1. Operations
The Company was incorporated on December 30, 2005 and is engaged in real estate
related activities, including the development of and investment in real estate projects,
purchase and sale of properties, purchase and disposal of rights related to such
properties, civil construction, and construction projects. The Company also provides
engineering and related services, advisory services and assistance in real estate
projects, development, promotion, management, planning and intermediation of real
estate projects. Additionally, the Company holds investments in other companies.

After a number of acquisitions and capital reorganizations involving its subsidiaries,


the Company started holding direct and indirect interest at March 31, 2009 and
December 31, 2008 in the following enterprises:

% ownership
Beginning of March 31, December 31,
Real estate development Location operations 2009 2008

Shopping centers:
BHShopping Belo Horizonte 1979 80.0 80.0
BarraShopping Rio de Janeiro 1981 51.1 51.1
RibeirãoShopping Ribeirão Preto 1981 76.2 76.2
MorumbiShopping São Paulo 1982 65.8 65.8
ParkShopping Brasília 1983 60.0 60.0
DiamondMall Belo Horizonte 1996 90.0 90.0
Shopping Anália Franco São Paulo 1999 30.0 30.0
ParkShopping Barigui Curitiba 2003 84.0 84.0
Shopping Pátio Savassi Belo Horizonte 2004 83.8 83.8
BarraShopping Sul Porto Alegre 2008 100.0 100.0
Vila Olímpia São Paulo 2009 (*) 30.0 30.0
New York City Center Rio de Janeiro 1999 50.0 50.0
Santa Úrsula São Paulo 1999 37.5 37.5

Others:
Centro Empresarial Barrashopping Rio de Janeiro 2000 16.67 16.67

(*) Start-up of operations expected for November 2009.

The majority of the shopping centers are managed in accordance with a special
structure known as “Condomínio Pro Indiviso" – CPI (undivided joint property). The
shopping centers are not corporate entities, but units operated under an agreement by
which the owners (investors) share all revenues, costs and expenses. The CPI
structure is an option permitted by Brazilian legislation for a period of five years, with
possibility of renewal. Pursuant to the CPI structure, each co-investor has a
participation in the entire property, which is indivisible. On March 31, 2009, the
Company holds the legal representation and management of the shopping centers.

8
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

1. Operations (Continued)
The commercial unit tenants generally pay the higher of a minimum monthly rent
restated annually according to the IGP-DI (General Price Index – Domestic Supply)
inflation index and a rent based on percentages of each tenant’s monthly gross sales
ranging from 4% to 8%.

The activities carried out by the major investees are summarized below:

a) Multiplan Administradora de Shopping Centers Ltda. - is committed to


management, administration, promotion, installation and development of shopping
malls owned by third parties, as well as the management of parking lots in the
Company’s own shopping malls.

b) SCP - Royal Green Península - On February 15, 2006, an unconsolidated


partnership (Portuguese acronym SCP) was set up by the Company and its
parent company Multiplan Planejamento e Participações S.A., for the purpose of
developing a residential real estate project named “Royal Green Península”. The
Company holds 98% of the total capital of SCP.

c) MPH Empreendimentos Imobiliários Ltda. - The Company holds 41.96% interest


in MPH Empreendimentos Imobiliários, which was incorporated on September 1st
2006 and is specifically engaged in developing, holding interest in and
subsequently exploiting a Shopping Mall located at Vila Olímpia district in the city
of São Paulo, where it holds 71.50% interest.

d) Manati Empreendimentos e Participações S.A. - Carries out commercial


exploration and management, whether directly or indirectly, of a car park and
Santa Úrsula Mall, located in the city of Ribeirão Preto, in the São Paulo State.

e) Haleiwa Empreendimentos Imobiliários S.A. - Committed to the construction and


development of real estate projects, including shopping malls, with car parking on
land located at Av. Gustavo Paiva s/n, Cruz das Almas, Maceió. Haleiwa is jointly
controlled by Multiplan Empreendimentos Imobiliários S.A and Aliansce Shopping
Centers S.A, as defined in the Shareholders’ Agreement dated May 20, 2008.

9
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

1. Operations (Continued)
In September 2006, the Company entered into an Agreement for the Assignment of
Services Agreements with its subsidiaries Renasce – Rede Nacional de Shopping
Centers Ltda., Multiplan Administradora de Shopping Centers Ltda., CAA -
Corretagem e Consultoria Publicitária S/C Ltda., and CAA - Corretagem Imobiliária
Ltda. Under this agreement, beginning October 1, 2006, the aforementioned
subsidiaries assigned and transferred to the Company all the rights and obligations
resulting from the services agreements executed between those subsidiaries and the
shopping centers.

Therefore, the Company also started to perform the following activities: (i) provision of
specialized activities related to brokerage, advertising and publicity advisory services,
commercial space for lease and/or sale (“merchandising”); (ii) provision of specialized
services related to real estate brokerage and business advisory services; e (iii)
shopping mall management.

• Santa Úrsula Mall

Through capitalization of the loan agreement between the Company and Manati
Empreendimentos e Participações S.A, formalized through the Minutes of the
Extraordinary Shareholders’ Meeting held on April 25, 2008, the Company started
to hold 50% ownership interest in Manati and, consequently, 37.5% interest in
Santa Úrsula Mall. See note 10 (d) for further details.

2. Basis of preparation and presentation of the financial statements


The quarter information were approved by the Company’s management on May 12,
2009.

The quarter information were prepared in accordance with the accounting practices
adopted in Brazil and the Brazilian Securities and Exchange Commission (CVM) rules,
in light of the accounting guidelines contained in corporation law (Law No. 6404/76),
with new provisions included, amended and repealed by Law No. 11638 of
December 28, 2007 and by Provisional Executive Act (MP) No. 449 of December 3,
2008.

10
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

2. Basis of preparation and presentation of the financial statements


(Continued)
The accounting practices used by the Company in the preparation of its quarterly
reports are consistent with those used in its annual financial statements.

The Company adopted CVM Resolution Nº 506/06 - Accounting Practices, Changes in


Accounting Estimates and Correction of Errors when preparing the quarterly
information for 2008, presented for comparison with the quarterly information for 2009
so that the quarterly information is presented in accordance with the same accounting
practices, being thus comparable.

Changes in accounting practices taken into consideration when preparing or


presenting the financial statements for the quarter ended March 31, 2008 and the
opening balance sheet for January 1, 2008 were based on accounting
pronouncements issued by the Brazilian FASB (CPC) and approved by the Brazilian
Securities and Exchange Commission (CVM) and the National Association of State
Boards of Accountancy.

In light of the restatement of the quarterly information for March 31, 2008 for
consideration of the adjustments from the new accounting practices, we present below
the effects of such adjustments in relation to the quarterly information for March 31,
2008 originally filed.

Quarter ended March 31, 2008


Income Statements
Company Consolidated

Amounts before the changes introduced by Law No. 11638/07 and MP No. 449/08 12,444 13,280
Net effects from adjustments
Fair value measurement for share-based payments
Adjustments for the period (318) (318)

Amounts after full adoption of Law No. 11638/07 and MP No. 449/08 12,126 12,962

(i) Recognition of stock-option-based compensation expense, as required by CVM Rule No. 562 of
December 17, 2008, which approved CPC Pronouncement No. 10 (See Note 20).

11
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

2. Basis of preparation and presentation of the financial statements


(Continued)

Quarterly Information Consolidated


Quarterly Information Consolidated include the transactions of the Company and the
following subsidiaries, whose ownership interest percentage at the balance sheet date
or merger date is summarized below:
% Ownership
March 31, 2009 December 31, 2008
Direct Indirect Direct Indirect

Brazilian Realty 100.00 - 100.00 -


JPL Empreendimentos Ltda. 100.00 - 100.00 -
Indústrias Luna S.A. 0.01 99.99 0.01 99.99
Solução Imobiliária Ltda. 100.00 - 100.00 -
RENASCE - Rede Nacional de Shopping Centers Ltda. (b) 99.00 - 99.00 -
County Estates Limited (a) - 99.00 - 99.00
Embassy Row Inc. (a) - 99.00 - 99.00
EMBRAPLAN - Empresa Brasileira de Planejamento Ltda.(c) 100.00 - 100.00 -
CAA Corretagem e Consultoria Publicitária S/C Ltda. (b) 99.00 - 99.00 -
Multiplan Administradora de Shopping Centers Ltda. 99.00 - 99.00 -
CAA Corretagem Imobiliária Ltda. (b) 99.61 - 99.61 -
MPH Empreendimentos Imobiliários Ltda. 41.96 - 41.96 -
MMMM Manati Empreendimentos e Participações S.A 50.00 - 50.00 -
Haleiwa Participações S.A 50.00 - 50.00 -

(a) Foreign entities.


(b) During 2007, the operation of aforementioned subsidiaries was transferred to the Company.
(c) Dormant company.

Fiscal years of subsidiaries included in the consolidation coincide with those of the
parent Company, and accounting policies were uniformly applied in the consolidated
companies and are consistent with those used in prior years.
Significant consolidation procedures are:
• Elimination of balances of assets and liabilities between the consolidated
companies;
• Elimination of interest in the capital, reserves and accumulated profits and losses
of consolidated companies;
• Elimination of income and expense balances resulting from intercompany
business transactions.

12
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

2. Basis of preparation and presentation of the financial statements


(Continued)
Quarterly Information Consolidated (Continued)

For subsidiaries Manati Empreendimentos e Participações S.A. e Haleiwa Participações


S.A., whose shareholders’ agreements provide for shared control, the consolidated
financial statements include asset, liability and statement of income accounts in
proportion to the total ownership interest held in the referred to jointly-controlled
subsidiary based on the financial statements of the companies shown below:

Manati Empreendimentos Participações S.A.

Assets Liabilities
Current 782 Current 366
Noncurrent: 1,872
Noncurrent: Shareholders’ equity
Property and equipment 46,375 Capital 51,336
Intangibles 2,266 Accumulated losses (4,151)
48,641 47,185
Total 49,423 Total 49,423

Statements of operations

Gross revenues from sales


Leases 891
Others revenues 89
980
Taxes and contributions on sales (85)
Net revenues 895
General and administrative expenses (shopping malls) (1,023)
Depreciation and amortization (371)
Financial income (expenses) 2
(497)
Loss before income and social contribution taxes (497)
Income and social contribution taxes -
Loss for the period (497)

13
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

2. Basis of preparation and presentation of the financial statements


(Continued)

Haleiwa Empreendimentos Imobiliários S.A.

Assets Liabilities
Current 13 Current 9
Noncurrent:
Property and equipment 26,293 Shareholders’ equity
Deferred 1,020 Capital 27,465
27,313 Loss for the period (148)
Total 27,326 Total 27,326

Reconciliation between net assets and net income for the quarter ended March 31,
2009 and 2008 of company with the consolidated is as follows:

2009 2008
Shareholders’ Net income Shareholders’ Net income
Equity for the year equity for the year

Company 1,973,690 44,583 1,886,587 12,126


Quotaholders’ déficit of subsidiaries (130) (15) (78) (18)
Equity in the earnings of County for the year (a) - (390) 854
Consolidated 1,973,560 44,178 1,886,509 12,962

(a) Adjustment referring to the Company’s equity in the earnings of County not reflected on equity in the earnings of
Renasce.

3. Significant accounting policies and consolidation criteria


a) Determination of profit and loss from real estate development and sale and others

For installment sale of completed units, income is recognized upon the sale of such
units irrespective of the period for receipt of the contractual amount.

Fixed interest rates set in advance are allocated to profit and loss under the accrual
method, irrespective of its receipt.

14
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

3. Significant accounting policies and consolidation criteria


(Continued)
a) Determination of profit and loss from real estate development and sale and others
(Continued)
For sale of units not yet completed, income is recognized based on procedures and
standards set out by the Federal Accounting Board CFC Resolution No. 963 and
OCPC 01 Guidance – Property Development Entities, approved by CVM Rule
No. 561, shown below:

• The costs incurred are recorded as inventories (construction in progress) and


fully allocated to the result of operations as the units are sold. After the sale
occurs, the costs to be incurred to conclude the unit’s construction will be
allocated to the result of operations as they are incurred.

• The percentage of costs incurred of sold units, including land, is determined in


relation to the total budgeted cost and estimated through to the completion of
construction work. This rate is applied to the price of units sold and adjusted for
selling expenses and other contractual conditions. The resulting figure is
recorded as revenues and matched with accounts receivable or any advances
received.

From then through to the completion of construction work, the unit’s sale price
that had not been recorded as revenues will be recognized in the result of
operations as revenues as the costs required to conclude the unit’s
construction are incurred, in relation to the total budgeted cost.

Any changes to the project execution and conditions and in estimated


profitability, including changes resulting from contractual fines and settlements
that may lead to a review in costs and revenues, are recognized in the period
in which such reviews are conducted.

• Revenues determined from sales, including monetary restatement, net of


installments already received, are recorded under accounts receivable or
advances from clients, as applicable.

Other revenues and expenses were allocated to the statement of operations on an


accrual basis.

15
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

3. Significant accounting policies and consolidation criteria


(Continued)
b) Financial statements functional and reporting currency

The Company’s and its Brazilian subsidiaries’ functional currency is the Brazilian
real (R$), which is also the financial statement preparation and reporting currency
for Company and consolidated.

c) Financial instruments

Financial instruments are recognized when the Company becomes party to the
contractual provisions of said instruments. They are initially recognized at fair value
plus transaction costs directly attributable to their acquisition or issue, except for
financial assets and liabilities classified at fair value through profit or loss, when
such costs are directly charged to P&L for the year. Subsequent measurement of
financial assets and liabilities is determined by their classification at each balance
sheet.

c.1) Financial assets: are classified into the following specified categories,
according to the purpose for which they have been acquired or issued:

i) Financial assets measured at fair value through profit or loss (FVTPL) at


each balance sheet date: include financial instruments held for trading and
assets initially recognized at FVTPL. They are classified as held for trading
if originated for the purpose of sale or repurchase in the short term. Interest,
monetary variation and foreign exchange gains/losses and fluctuations
arising from measurement at fair value are recognized in profit or loss, as
incurred, under Financial income or Financial expenses.

ii) Held-to-maturity investments: non-derivative financial assets with fixed or


determinable payments and fixed maturities for which the Company’s
management has the positive intention and ability to hold to maturity. After
their initial recognition, they are measured at amortized cost using the
effective interest rate method. Under this method, the discount rate applied
on future estimated receivables over the financial instrument expected term
results in their net book value. Interest, monetary variation and foreign
exchange gains/losses, less impairment, if applicable, are recognized in
profit or loss, as incurred, under Financial income or Financial expenses.

16
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

3. Significant accounting policies and consolidation criteria


(Continued)
c) Financial instruments (Continued)

iii) Loans (granted) and receivables: non-derivative financial assets with fixed
or determinable payments which, however, are not traded in an active
market. After their initial recognition, they are measured at amortized cost
using the effective interest rate method. Interest, monetary variation and
foreign exchange gains/losses, less impairment, if applicable, are
recognized in profit or loss, as incurred, under Financial income or Financial
expenses.

Main financial assets recognized by the Company are: cash and cash equivalents,
short term investments, trade accounts receivable, and sundry loans and advances.

c.2) Financial liabilities: are classified into the following specified categories,
according to the nature of underlying financial instruments:

i) Financial liabilities measured at fair value through profit and loss at each
balance sheet date: financial liabilities usually traded before maturity, and
liabilities designated at fair value through P&L upon first time recognition.
Interest, monetary restatement and foreign exchange gains/loss from fair
value measurement, when applicable, are recognized in profit or loss, as
incurred.

ii) Financial liabilities not measured at fair value: non derivative financial
liabilities not usually traded before maturity. They are initially measured at
amortized cost using the effective interest rate method. Interest, monetary
restatement and foreign exchange gains/loss, when applicable, are
recognized in profit or loss, as incurred.

Main financial liabilities recognized by the Company are: loans and financing and
property acquisition obligations.

17
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

3. Significant accounting policies and consolidation criteria


(Continued)
d) Cash and cash equivalents

Include cash, positive current account balances, short term investments


redeemable at any time and bearing insignificant risk of change in their market
value. Short term investments included in cash equivalents are classified as
“financial assets at fair value through P&L”. These investments by classification
type are broken down in Note 4.

e) Accounts receivable

There are stated at realizable values. An allowance for doubtful accounts is set up
in an amount considered sufficient by management to cover any losses on
collection of receivables. The breakdown of accounts receivable is stated in Note 5.

f) Land and properties held for sale


Land and properties held for sale are valued at average acquisition or construction
cost, not exceeding market value.

g) Investments
Investments in subsidiaries are valued by the equity in earnings method, based on
the subsidiaries´ balance sheet as of the same date.

h) Property and equipment

Property and equipment are recorded at acquisition, formation or construction cost,


reduced by the related accumulated depreciation, calculated by the straight-line
method at rates that consider the economic-useful life of the assets. Expenses
incurred with repair and maintenance are recorded if the economic benefits
embodied in these assets are likely to be generated and the amounts can be
reliably measured, whereas other expenses are charged to P&L directly as
incurred. The recovery of property and equipment by means of future operations is
periodically monitored.

Interest and other charges in connection with financing taken out for construction in
progress are capitalized until the respective assets start operations. Depreciation
follows the same criteria applied to and is calculated over the useful life of the fixed
asset item to which they were directed.

18
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

3. Significant accounting policies and consolidation criteria


(Continued)
i) Commercial leasing

Lease agreements are recognized in property, plant and equipment at the value of
the asset under lease and also in liabilities, as loans and financing, at the lower of
the mandatory minimum installments there under or the asset fair value. The
amounts recorded in property, plant and equipment are depreciated over the
shorter of the estimated useful life of the assets or the lease term. The implicit
interest on loans and financing recognized in liabilities is charged to P&L over the
life of the contract using the effective interest rate method. Operating lease
agreements are recognized as expense on a systematic basis, being
representative of the period in which the benefit derived from the leased asset is
obtained, even if such payments are not made on the same basis.

j) Intangibles

Intangible assets purchased separately are initially measured at cost and


subsequently recognized net of accumulated amortization and impairment losses,
as applicable. Goodwill on investment acquisitions and investments fully
incorporated though December 31, 2008 based on future profitability were
amortized by the straight-line method until December 31, 2008 for the term provided
for recovery, over a maximum five-year term, approximately. From January 1st, 2009
they will no longer be amortized and should be subject to annual impairment test.

Internally generated intangibles are recognized in P&L for the year when they were
generated. Intangible assets with finite useful life are amortized over their
estimated useful life and subject to an impairment test if there is any indication of
impairment. Intangible assets with an indefinite useful life are not amortized, but
are subject to annual impairment test.

k) Deferred

Deferred charges comprise costs incurred in real estate development until


December 31, 2008, amortized over 5 years periods counting from the beginning of
operation of each project.

19
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

3. Significant accounting policies and consolidation criteria


(Continued)
l) Provision for impairment
Management annually tests the net book value of the assets with a view to
determining whether there are any events or changes in economic, operating or
technological circumstances that may indicate impairment loss. To date, no
evidence indicating that the net book value exceeds the recoverable amount was
identified. Accordingly, no provision for impairment loss was required.

m) Others assets and liabilities

Liabilities are recognized in the balance sheet when the Company has a legal or
constructive obligation arising from past events, the settlement of which is expected
to result in an outflow of economic benefits. Some liabilities involve uncertainties as
to term and amount, and are estimated as incurred and recorded as a provision.
Provisions are recorded reflecting the best estimates of the risk involved.

Assets are recognized in the balance sheet when it is likely that their future
economic benefits will be generated on the Company’s behalf and their cost or
value can be safely measured.

Assets and liabilities are classified as current whenever their realization or


settlement is likely to occur during the following twelve months. Otherwise, they are
recorded as noncurrent.

n) Taxation

Revenues from sales and services are subject to the following taxes and
contributions, at the following basic tax rates:

Rate
Tax Abbreviation Company Subsidiaries

Social Contribution Tax on Gross Revenue PIS 1.65 0.65


Social Security Financing Tax on Gross Revenue COFINS 7.6 3.0
Service Tax ISS 2 % to 5% 2 % to 5%

20
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

3. Significant accounting policies and consolidation criteria


(Continued)

n) Taxation (Continued)

Those charges are presented as deductions from sales in the statement of income.
Credits resulting from non-cumulative taxation of PIS/COFINS are presented as
deductions from the group of accounts of operating income and expenses in the
statement of income. Debits resulting from financial income, as well as credits
resulting from financial expenses are presented as deduction from those specific
lines in the statement of income.

Taxation on net profit includes income and social contribution taxes. Income tax is
computed on taxable profit at a 25% whereas social contribution is computed at a
9% tax rate on taxable profit, recognized on an accrual basis. Therefore, additions
to the book profit of expenses, temporarily nondeductible, or exclusions from
revenues, temporarily nontaxable, for computation of current taxable profit
generate deferred tax credits or debits.

As provided for in tax legislation, all companies that are part of the Multiplan Group,
which had gross annual revenue for the prior year lower than R$ 48,000 opted for
the presumed-profit method.

Advances or amounts to be offset are presented under current or noncurrent


assets, according to their expected realization.

Deferred tax credits deriving from Corporate Income Tax (IRPJ) and Social
Contribution Tax on Net Profit (CSLL) losses are recognized only to the extent that
a positive taxable base for which temporary differences may be used is likely to
occur.

o) Share-based payment

The Company granted administrators and employees eligible for the program stock
purchase options that are only exercisable after specific grace periods. These
options are calculated over their respective grace periods based on their values
determined by the Black-Scholes method and on the dates the compensation
programs are granted, and are recorded in operating income under “stock-option-
based remuneration expense”, according to such options vesting periods as
established in the programs and described in Note 20.g.

21
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

3. Significant accounting policies and consolidation criteria


(Continued)
o) Share-based payment (Continued)

The initial adjustment relating to adoption of Law No. 11638/07 was made against
retained earnings. The statement of income for March 31, 2008 disclosed share-
based payments amounting to R$ 318 in order to improve the comparison of
quarterly information.

p) Deferred income

Agreements for assignment of rights (malls’ technical structure assignment or key


money) are accounted for as income to be allocated, and recognized on a straight-
line basis to P&L for the year based on the rental period of the respective stores to
which they refer.

q) Provision for contingencies

Provision for contingencies are established based on reports issued by legal


counsel, in amounts considered sufficient to cover losses and risks considered
probable. Contingencies whose risks have been considered possible are disclosed
in the notes to the financial statements.
r) Accounting estimations
Used to measure and recognize certain assets and liabilities in the Company’s and
its subsidiaries’ financial statements. These estimates were determined based on
past and current events’ experience, assumptions in respect of future events, and
other objective and subjective factors. Significant items subject to such estimates
include selection of useful lives of property, plant and equipment and intangible
assets; allowance for doubtful accounts; provision for inventory losses; provision for
losses on investments; analysis of recoverability of property, plant and equipment
and intangible assets; deferred income and social contribution taxes; the rates and
terms applied in determining the discount to present value of certain assets and
liabilities; provision for contingencies; fair value measurement of share-based
compensation and financial instruments; and estimates for disclosure in the
sensitivity analysis table of derivative financial instruments pursuant to CVM
Instruction No. 475/08. Settlement of transactions involving these estimates may
result in amounts different from those recorded in the financial statements due to
the uncertainties inherent in the estimate process. The Company reviews its
estimates and assumptions at least on a quarterly basis.

22
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

3. Significant accounting policies and consolidation criteria


(Continued)
s) Discounted to present value assets and liabilities

Noncurrent monetary assets and liabilities are discounted to present value, and so
are current monetary assets and liabilities considered to have a significant effect on
the overall financial statements. The discount to present value is calculated using
contractual cash flows and the explicit interest rate, and in certain cases the implicit
interest rate, of respective assets and liabilities. Accordingly, the implicit interest
rate of income, expenses and costs associated with therewith is discounted in
order to recognize such assets and liabilities on an accrual basis.

Such interest rates are subsequently posted to the income statement as financial
expenses or financial income using the effective interest rate method in relation to
contractual cash flows. Implicit interest rates applied were determined based on
assumptions and are deemed accounting estimations.

4. Cash and cash equivalents


March 31, 2009 December 31, 2008
Company Consolidated Company Consolidated

Cash and banks 16,340 27,009 22,714 26,831


Short-term investment – Bank Deposit Certificates 118,643 160,204 123,900 140,754
134,983 187,213 146,614 167,585

Investments earn average remuneration, net of taxes, of approximately 100% of CDI and may be
redeemed at any time without affecting recognized revenue.

23
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

5. Accounts receivable
March 31, 2009 December 31, 2008
Company Consolidated Company Consolidated

Leases 38,385 40.051 54,164 56,719


Key money 41,387 66.097 39,070 62,014
Acknowledgment of debt (a) 2,548 2,680 2,637 2,650
Parking 3,911 1,301 2,342 -
Administration fees (b) 7,323 7,323 2,516 2,516
Sales 2,707 2,707 2,092 2,092
Advertising 1,072 1,072 473 473
Sale of properties 843 843 1,037 1,037
Others 1,221 1,253 2,040 3,211
99,397 123,327 106,371 130,712
Allowance for doubtful accounts (13,305) (13,955) (12,861) (13,421)
86,092 109,372 93,510 117,291
Noncurrent (11,734) (18,037) (11,388) (17,762)
Current 74,358 91,335 82,122 99,529

(a) Refers to balances regarding acknowledgment of debt, rent and others, which were overdue, have been
renegotiated and are to be paid in installments.

(b) Refers to administration fees receivable by the Company and the subsidiary Multiplan Administradora, charged
from investors or shopkeepers of the shopping centers administered by them, which correspond to a percentage
applied on store rent (7% on the net income of the shopping, or 6% of the minimum rent, plus 15% on the portion
exceeding minimum rent or fixed amount), on common shopkeeper charges (5% of expenses incurred), on
financial management (variable percentage on expenses incurred in shopping center expansions) and on
promotional fund (5% of promotional fund collection).

As supplemental information, since it is not recorded in accounting records in view of


the accounting practices mentioned in Note 3a, the accounts receivable balance at
March 31, 2009 and December 31, 2008 referring to sale of units under construction
of the real estate development “Centro Profissional MorumbiShopping” and “Cristal
Tower”, less the installments already received, is broken down as follows, by year of
maturity:

March 31, December 31,


2009 2008

2009 7,540 10,042


2010 7,738 7,394
2011 onwards 19,097 18,289
34,375 35,725

These figures receivable will be restated by the National Civil Construction Index -
INCC until the end of construction, and by the IGP-DI thereafter.

These credits mainly refer to construction in progress, to which title deeds are granted
only after settlement and/or negotiation of receivables from clients.

24
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

6. Loans and advances


March 31, 2009 December 31, 2008
Company Consolidated Company Consolidated
Current
Shopkeepers 376 376 267 267
Shopping centers Condominiums (a) 7,628 7,661 7,549 7,561
Barra Shopping Sul Association (b) 2,383 2,383 2,036 2,036
Parkshopping Condominiums (c) 899 899 871 871
Ribeirão Shopping Condominiums (d) - - 711 711
Barra Shopping Condominiums (e) - - 700 700
New York City Center Condominiums (f) 540 540 510 510
Parkshopping Barigui Condominiums (g) 372 372 382 382
Anália Franco Condominiums - - 125 125
BH Shopping Condominiums - - 13 13
Diamond Mall Condominiums - - 11 11
Barra Shopping Sul Condominiums (h) 387 387 661 661
Advance for suppliers 787 10,228 2,814 10,876
Others 738 1,232 303 1,321
14,110 24,078 16,953 26,045
Provision for losses (a) (7,628) (7,628) (7,549) (7,549)
6,482 16,450 9,404 18,496
Noncurrent
Shopkeepers 1,124 1,124 1,220 1,220
Parkshopping Condominiums (c) 2,723 2,723 2,861 2,861
Barra Shopping Sul Association (b) 3,393 3,393 2,511 2,511
Barra Shopping Condominiums (e) - - 1,202 1,202
Parkshopping Barigui Condominiums (g) 745 745 816 816
Manati Empreendimentos e Participações S.A.
(Note 18) 806 - 806 -
MPH Empreendimentos Imobiliários Ltda. (Note 18) 39,376 - 22,711 -
Barra Shopping Sul Condominiums (h) 693 693 381 381
Haleiwa Participações S.A. (Note 18) - - 166 -
Advances for entrepreneur (i) 9,180 9,180 - -
Others 1,319 1,915 1,337 1,337
59,359 19,773 34,011 10,328
(a) Prepayments to condominiums of shopping malls owned by the Group. A provision for losses was recognized in the full amount, considering its
unlikely realization.
(b) Refers to advances granted Barra Shopping Sul shopkeepers Association on total amount of R$ 4,800 to meet working capital needs The debit
balance is monthly updated by 135% change in the CDI and the amount of R$ 2,800 will be refunded in 48 monthly installments beginning January
2010 and the amount of R$ 2.000 in 12 monthly installments beginning January 2009.
(c) Refers to advances granted to Parkshopping condominium to meet its working capital needs. The debit balance is monthly updated by 110% change
in the CDI and and will be refunded in 48 monthly installments beginning January 2009.
(d) Refers to advances granted to Ribeirão Shopping condominium to meet working capital needs. The debit balance was monthly updated by 110%
change in the CDI and and was settled on January 29, 2009.
(e) Refers to advances granted to Barra Shopping condominium to meet working capital needs. The debit balance was monthly updated by 135% change
in the CDI and was settled on March 24, 2009.
(f) Refers to advances granted to New york City Center condominium to meet working capital needs. The debit balance is monthly updated by 105%
change in the CDI and will be refunded in 24 monthly installments beginning January 2008.
(g) Refers to advances granted to Parkshopping Barigui condominium to meet working capital needs. The debit balance is monthly updated by IGP-DI
+12% per year and will be refunded in 60 monthly installments beginning March 2007.
(h) Refers to advances granted to Barra Shopping Sul condominium to meet working capital needs. The debit balance is monthly updated by 135% change
in the CDI and will be refunded in 24 monthly installments beginning January 2009.
(i) These consist of expenses incurred by the Company with expansions of Parkshopping and of Ribeirão Shopping until July 2008, occasion on which the
other entrepreneurs decided to share the expansion expenses and refund the Company the expenses until then incurred.

25
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

7. Recoverable taxes and contributions


March 31, 2009 December 31, 2008
Company Consolidated Company Consolidated

Recoverable Income Tax – IR 4,912 8,026 8,126 10,127


Recoverable Social Contribution Tax – CSLL 2,544 3,693 949 1,717
IOF overpaid 1,274 1,274 1,274 1,274
IRRF on short-term investments 6,240 6,451 6,028 6,154
IRRF on services rendered 504 507 378 380
Recoverable PIS 135 517 20 358
Recoverable COFINS 212 488 - 94
Other 114 134 71 94
15,935 21,090 16,846 20,198

8. Land and properties held for sale


March 31, December 31,
2009 2008
Company and Company and
consolidated consolidated

Land 128,227 127,156


Built properties 1,533 1,533
Properties under construction 1,440 768
131,200 129,457

9. Income tax and social contribution


Deferred Income and Social Contribution Taxes
March 31, December 31,
2009 2008
Company and Company and
consolidated consolidated

Provision for contingencies 16,999 16,978


Allowance for doubtful accounts (a) 12,259 12,282
Provision for losses on advances on charges (a) 7,628 7,549
Result from real estate projects (b) 1,165 89
Annual provision bond 9,120 7,969
Goodwill at merged company (c) 430,060 430,060
Accumulated fiscal losses and negative basis for social contribution 42,626 42,626

Deferred tax credit base 519,857 517,553


Deferred income tax (25%) 129,964 129,388
Deferred social contribution tax (9%) 46,787 46,580
176,751 175,968
Current 39,492 38,704
Noncurrent 137,259 137,264

26
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

9. Income tax and social contribution (Continued)


Deferred Income and Social Contribution Taxes (Continued)

Deferred income and social contribution taxes will be fiscal realized as follows:

March 31, December 31,


2009 2008
Company and Company and
consolidated consolidated

2010 58,896 58,943


2011 69,990 69,982
2012 onwards 8,373 8,339
137,259 137,264

a) The balance in the provision for credits for bad debts used for calculating the consolidated fiscal
credit had net value in the amount of R$ 1.046, registered as a write-off to the results of future
periods.

b) According to the tax criterion, the result of the sale of real estate units is determined based on the
financial realization of revenues (cash basis) and costs are determined by applying a percentage on
revenues recorded until then, and such percentage corresponds to that of total estimated cost in
relation to total estimated revenues.

c) The goodwill recorded in Bertolino’s balance sheet, company merged in 2007 deriving from
Multiplan capital participation acquisition in the amount of R$ 550,330 and based on the
investment’s expected future profitability, will be amortized by Multiplan premised on said
expectations over a term of 4 years and 8 months. In consonance with CVM Instruction No. 349,
Bertolino set up a provision for net equity make-whole before its merger in the amount of
R$ 363,218, corresponding to the difference between the goodwill amount and the tax benefit
deriving from the related amortization. This caused Multiplan to absorb only the assets relating to
the goodwill amortization tax-deductible benefit, in the amount of R$ 186,548. The referred provision
will be reversed in proportion of the goodwill amortization by Multiplan until December 31, 2008,
thus not affecting the result of its operations This goodwill was no longer amortized beginning
January 1, 2009, however it is still generating decrease in income tax and social contribution on net
profit.

27
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

9. Income tax and social contribution (Continued)


Reconciliation of income and social contribution tax expense

Reconciliation of the income and social contribution tax expense calculated at the
applicable combined statutory rates and the corresponding amounts posted to the
statement of income is as follows:

Consolidated
March 31, 2009 March 31, 2008
Calculation under taxable income methods
Income before income and social contribution taxes 44,907 19,587

Additions
Provisions - 3,341
Amortization of goodwill 276 3,236
Nondeductible expenses 4,794 835
Effect of subsidiaries’ IRPJ base eliminated upon consolidation 1,615 1,021
Effect of subsidiaries' IRPJ base relating to minority interest 227 134
Tax loss incurred by the parent company for which no provision
for deferred income tax was established 1,429 -
Result from real estate projects 1,362 31
Result from equity equivalence 3,313 -
Others - -
13,016 8,598
Exclusions
Equity in the earnings of County for the period (390) (837)
Result from equity equivalence - (4,576)
Realization of goodwill from merged company (50,833) (20,437)
Provisions (Reversions) (3,641) -
Others - (77)
(54.864) (25,927)
Tax profit 3,059 2,258
Compensation of tax loss and social contribution tax loss - (177)
Tax calculation base 3,059 2,059

Income tax (765) (515)


Social contribution (275) (185)
(1,040) (700)
Taxable profits computed as a percentage of gross sales (246) (70)
Effect of Income tax on the result (1,286) (770)
Effect of deferred income tax on the result 784 (5,710)
Income tax and social contribution in the statement of operations (502) (6,480)

28
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

10. Investments in subsidiaries


Information on subsidiaries:
March 31, 2009 December 31, 2008
Net income Net income
Number of % Shareholders’ (loss) for the Shareholders’ (loss) for the
Subsidiaries units ownership Capital equity period equity period

CAA Corretagem e Consultoria


Publicitária S/C Ltda, 5,000 99.00 50 297 (9) 306 (33)
RENASCE – Rede Nacional de
Shopping Centers Ltda. 45,000 99.00 450 4,688 (2) 4,690 (485)
CAA Corretagem Imobiliária Ltda. 154,477 99.61 1,544 (130) (15) (115) (57)
MPH Empreendimentos Imobiliários
Ltda. 839 41.96 22,000 22,000 - 22,000 -
Multiplan Admin. Shopping Center 20,000 99.00 20 3,771 715 3,055 1,582
Brazilian Realty 11,081,059 99.99 39,525 49,740 1,669 48,071 6,257
JPL Empreendimentos 9,309,858 100.00 9,310 14,581 609 13,972 2,408
Indústrias Luna S.A. 7 0.01 37,000 49,740 1,669 48,071 6,257
Solução Imobiliária Ltda. 1,715,000 100.00 1,715 1,631 86 1,545 239
SCP – Royal Green Península - 98.00 51,582 18,021 (6,175) 23,046 6,731
Manati Empreendimentos e
Participações S.A. (a) 21,442,694 50.00 25,668 47,186 (498) 47,683 (3,218)
Haleiwa Participações S.A. (a) 29,893,268 50.00 13,446 27,317 (148) 26,894 -

(a) The equity in earnings of affiliates covers the period beginning when these investments were acquired by the Company during the second semester of
2008.

The Company maintains shareholders agreements related to all jointly-controlled


Manati Empreendimentos e Participações S.A. and Haleiwa Participações S.A. In
relation to resolutions about administration of the jointly-controlled subsidiaries. the
Company holds a seat in the Board of Directors and/or Executive Board, participating
proactively in all strategic business decisions.

29
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

10. Investments in subsidiaries (Continued)


Investments of the Company:
At December 31, Equity in At March 31,
Subsidiaries 2008 Acquisition Disposals subsidiaries 2009

CAA Corretagem e Consultoria Publicitária S/C Ltda. 303 - - (9) 294


RENASCE – Rede Nacional de Shopping Centers Ltda. 4,643 - - (2) 4,641
SCP – Royal Green Península 22,585 1,127 - (6,051) 17,661
Multiplan Admin. Shopping Center 3,025 - - 708 3,733
MPH Empreendimentos Imobiliários Ltda. 9,232 - - (1) 9,231
Brazilian Realty LLC (b) 48,066 - - 1,668 49,734
JPL Empreendimentos Ltda. (b) 13,972 - - 609 14,581
Indústrias Luna S.A. (b) 5 - - - 5
Solução Imobiliária Ltda. (c) 1,545 - - 86 1,631
Manati Empreendimentos e Participações S.A. (d) 23,842 - - (249) 23,593
Haleiwa Participações S.A. (e) 13,447 285 - (74) 13,658
Others 88 - - 2 90
140,753 1,412 - (3,313) 138,852

Investments of the Consolidated:


At December 31, Equity in At March 31,
Subsidiaries 2008 Acquisition Disposals subsidiaries 2009

Cost
SCP – Royal Green Península 22,585 1,127 - (6,051) 17,661
Others 262 - (173) (147) (58)
22,847 1,127 (173) (6,198) 17,603

30
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

10. Investments in subsidiaries (Continued)


Investments of the Company:

At At
December 31, Acquisition of Revenue of Equity in December 31,
Subsidiaries 2007 investment Disposals shares subsidiaries 2008

CAA Corretagem e Consultoria Publicitária S/C Ltda. 336 - - - (33) 303


RENASCE – Rede Nacional de Shopping Centers Ltda. 5,124 - - - (481) 4,643
SCP – Royal Green Península 8,833 7,157 - - 6,595 22,585
Multiplan Admin. Shopping Center 1,461 - - - 1,564 3,025
MPH Empreendimentos Imobiliários Ltda. 839 8,393 - - - 9,232
Brazilian Realty LLC (b) 41,811 - - - 6,255 48,066
JPL Empreendimentos Ltda. (b) 11,564 - - - 2,408 13,972
Indústrias Luna S.A. (b) 4 - - - 1 5
Solução Imobiliária Ltda. (c) 1,306 - - - 239 1,545
Manati Empreendimentos e Participações S.A. (d) - 25,450 - - (1,608) 23,842
Haleiwa Participações S.A. (e) - 13,447 - - - 13,447
SC Fundos de Investimentos Imobiliários (a) 39,475 - (43,507) 4,032 - -
Others 88 - - - - 88
110,841 54,447 (43,507) 4,032 14,940 140,753

Investments of the Consolidated:

At At
December 31, Revenue of Equity in December 31,
Subsidiaries 2007 Acquisition Disposals shares subsidiaries 2008

Cost
SCP – Royal Green Península 8,833 7,157 - - 6,595 22,585
SC Fundos de Investimentos Imobiliários (a) 39,475 - (43,507) 4,032 - -
Others 253 - (399) - 408 262
48,561 7,157 (43,906) 4,032 7,003 22,847

31
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

10. Investments in subsidiaries (Continued)


(a) On December 20, 2006, by way of a Real Estate Investment Fund Shares’ Purchase and Sale Agreement and other
Covenants, the Company purchased from PSS – Seguridade Social 100% of the 14,475 shares issued by SC
Fundo de Investimento Imobiliário a real estate investment fund that holds 20% interest in RibeirãoShopping
venture, for R$ 40,000. This investment was stated at cost on the acquisition date. Since referred to fund ceased to
exist as formally approved as per the minutes of the Shareholders’ Annual and Special General Meeting held on
March 25, 2008, this investment was transferred to fixed assets as acquisition cost in connection with
RibeirãoShopping venture.

(b) As mentioned in Note 1, on July 16, 2007 the Company acquired the total capital of Brazilian Realty. a company that
holds 100% capital of Luna, which in turn, held 65.19% of Shopping Pátio Savassi. The amount paid in this
operation was R$ 124,134 and goodwill amounted to R$ 46,438 based on future profitability (Note 12) and to
R$ 37,434 for the fair value of assets (Note 11). On September 13, 2007, the Company acquired the total capital of
JPL Empreendimentos, a company that holds 100% capital of Cilpar, which, in turn holds an 18.61% interest in
Shopping Pátio Savassi. The amount paid in this operation was R$ 37,826, and goodwill amounted to R$ 15,912
based on future profitability (Note 12) and to R$ 10,796 for the fair value of assets (Note 11).

(c) As mentioned in Note 1, on October 31, 2007 the Company acquired for R$ 6,429 the total units representing the
capital of Solução Imobiliária Ltda., which holds a 0.58% interest in MorumbiShopping and goodwill amounted to
R$ 3,524 based on future profitability (Note 12) and to R$ 1,660 for the fair value of assets (Note 11).

(d) On February 7, 2008 the Company entered into a loan agreement with Manati Empreendimentos e Participações
S.A. by means of which it lent to the latter the amount of R$ 23,806. On February 13, 2008, the parties entered into
an amendment to this loan agreement based on which the loan amount was increased by R$ 500. According to the
minutes of the Extraordinary General Meeting (EGM) held on April 25, 2008. Manati repaid to Multiplan the total
amount borrowed, through conversion of this total loan amount into capital contribution in Manati with the
subscription, by Multiplan, of 21,442,694 new registered common shares of Manati, which holds a 75% interest in
Shopping Santa Úrsula. The amount paid in this acquisition was R$ 28,668 and goodwill on the transaction,
amounting to R$ 3,218, which is supported by the assets market value (Note 11).

(e) On May 20, 2008, the Company acquired ownership interest of 50% in Haleiwa Empreendimentos Imobiliários S.A.,
for R$ 50 (in reais). The Extraordinary Shareholders’ Meeting of June 23, 2008, decided to increase capital of
Haleiwa from R$ 1 to R$ 29,893, through issue of 26,892,266 registered common shares, namely: (a) 13,446,134
shares subscribed and paid by Multiplan in the amount of R$ 13,446, through capitalization of credits held
receivable from the company resulting from loan agreement and advances for future capital increase made on
May 28, 2008 and June 2, 2008, for the acquisition of the land described in the business purpose of Haleiwa; (b)
1,500,000 shares subscribed but not yet paid by Multiplan.

32
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

11. Property and equipment


Annual
depreciation
rates March 31, 2009 December 31, 2008
(%) Company Consolidated Company Consolidated
Cost
Land - 316,075 390,728 313,092 379,277
Improvements 2a4 1,025,573 1,091,971 1,022,013 1,087,553
Accumulated depreciation (143,889) (153,037) (138,415) (147,373)
Net 881,684 938,934 883,598 940,180
Installations 2 a 10 88,519 96,149 88,122 95,629
Accumulated depreciation (33,562) (36,416) (31,678) (34,295)
Net 54,957 59,733 56,444 61,334
Machinery, equipment, furniture and fixtures 10 8,236 12,232 8,135 12,041
Accumulated depreciation (2,356) (4,614) (2,100) (3,763)
Net 5,880 7,618 6,035 8,278
Other 10 a 20 2,605 2,796 3,271 4,078
Accumulated depreciation (945) (1,034) (1,050) (1,304)
Net 1,660 1,762 2,221 2,774
Construction in progress - 118,151 180,497 88,136 129,769
Fair value of assets 1,378,407 1,579,272 1,349,526 1,521,612
Brazilian Realty LLC
Land - 10,106 - 10,106
Improvements - 27,324 - 27,324
Accumulated amortization - (1,319) - (1,129)
Net - 36,111 - 36,301
Indústrias Luna S.A.
Land - 1 - 1
Improvements - 3 - 3
Accumulated amortization - - - -
Net - 4 - 4
JPL Empreendimentos Ltda.
Land - 2,915 - 2,915
Improvements - 7,881 - 7,881
Accumulated amortization - (372) - (317)
Net - 10,424 - 10,479
Solução Imobiliária Ltda.
Land - 398 - 398
Improvements - 1,262 - 1,262
Accumulated amortization - (52) - (42)
Net - 1,608 - 1,618
Manati
Land - 837 - 837
Improvements - 2,381 - 2,381
Accumulated amortization - (49) - (28)
Net - 3,169 - 3,190
Net (a) - 51,316 - 51,592
1,378,407 1,630,588 1,349,526 1,573,204

(a) As described in Note 10 (b), (c) and (d), goodwill deriving from the difference between market and book values of the assets of
acquired investments, has been amortized as the related assets are realized by the subsidiaries, either by depreciation or write-off
as a result of asset disposal. For consolidation purposes, and in accordance with article 26 of CVM Instruction No. 247/96, goodwill
resulting from the difference between market and book values of assets has been classified in the account used by the parent
company to record the related asset, under property, plant and equipment.

33
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

12. Intangible assets


Intangible assets comprise car parking use rights goodwill recorded by the Company
upon the acquisition of new investments during 2007 and 2008, with part of these
investments being later merged.
Annual
amortization rate March 31, 2009 December 31, 2008
to December 31,
2008 (%) Company Consolidated Company Consolidated
Goodwill at merged company (a)
Bozano 307,067 307,067 307,067 307,067
Accumulated amortization 20 (188,457) (188,457) (188,457) (188,457)
Realejo 86,611 86,611 86,611 86,611
Accumulated amortization 20 (34,645) (34,645) (34,645) (34,645)
Multishopping 169,849 169,849 169,849 169,849
Accumulated amortization 20 (85,754) (85,754) (85,754) (85,754)
254,671 254,671 254,671 254,671
Goodwill upon acquisition of ownership interest (b)
Brazilian Realty LLC. 46,434 46,434 46,434 46,434
Accumulated amortization 20 (13,232) (13,232) (13,232) (13,232)
Indústrias Luna S.A. 4 4 4 4
Accumulated amortization 20 - - - -
JPL Empreendimentos Ltda. 15,912 15,912 15,912 15,912
Accumulated amortization 20 (3,329) (3,329) (3,329) (3,329)
Solução Imobiliária Ltda. 3,524 3,524 3,524 3,524
Accumulated amortization 14 (554) (554) (554) (554)
48,759 48,759 48,759 48,759
Copyright Sistems
Software License (c) 6,140 6,140 5,095 5,095
Accumulated amortization (174) (174) - -
5,966 5,966 5,095 5,095
Others - 1,133 224 1,365
309,396 310,529 308,749 309,890

a) The goodwill recorded upon the merger of subsidiaries results from the following operations: (i) On February 24, 2006, the
Company acquired all the shares of Bozano Simonsen Centros Comerciais S.A and Realejo Participações S.A. These investments
were acquired for R$ 447,756 and R$ 114,086, respectively, and goodwill was recorded in the amount of R$ 307,067 and R$ 86,611,
respectively in relation to the book value of the referred companies as of that date; (ii) On June 22, 2006, the Company acquired all
the shares of Multishopping Empreendimento Imobiliário S.A. held by GSEMREF Emerging Market Real Estate Fund L.P, for
R$ 247,514 as well as the shares held by shareholders Joaquim Olímpio Sodré and Manoel Joaquim Rodrigues Mendes for
R$ 16,587, and goodwill was recorded in the amount of R$ 158,931 and R$ 10,478, respectively, in relation to the book value of
Multishopping as of that date. In addition, on July 8, 2006 the Company acquired the shares of Multishopping Empreendimento
Imobiliário S.A. held by shareholders Ana Paula Peres and Daniela Peres, for R$ 900, resulting in goodwill of R$ 448. The referred to
goodwill was based on expected future profitability of these investments.

b) As mentioned in Note 10 (b) and (c), as a result of new investments acquired in 2007, the Company recorded goodwill based on
future profitability in the total amount of R$ 65,874, which has been amortized until December 31,2008 considering the term, extent
and rate of results estimated in the report prepared by independent experts, not exceeding ten years.

c) Aimed to strengthen its internal control system while sustaining a well structured growth strategy, the Company started implementing
SAP R/3 System. To enable implementation, the Company executed a service agreement in the amount of R$ 3,300 with IBM Brasil
– Indústria, Máquinas e Serviços Ltda. on June 30, 2008. Additionally, the Company entered into two software licensing and
maintenance agreements with SAP Brasil Ltda., both dated June 24, 2008, whereby SAP granted the Company a non-exclusive
software license for an indefinite period of time. The license purchase amount was set at R$ 1,795.

34
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

13. Deferred charges


Annual rates
of amortization March 31, 2009 December 31, 2008
(%) Company Consolidated Company Consolidated

Parkshopping Barigui 20 3,965 3,965 3,965 3,965


Accumulated amortization (3,963) (3,963) (3,962) (3,962)
Net 2 2 3 3
Expansion – Morumbishopping 20 186 186 186 186
Accumulated amortization (67) (67) (59) (59)
Net 119 119 127 127
Other pre-operating expenses with
shopping malls 10 7,839 11,923 7,839 11,915
Accumulated amortization (48) (3,897) (8) (3,650)
Net 7,791 8,026 7,831 8,265
Other pre-operating expenses 338 1,056 338 1,064
Accumulated amortization (259) (441) (298) (479)
Net 79 615 40 585
Barrashopping Sul (a) - 16,695 16,695 16,695 16,695
Accumulated amortization (835) (835) - -
Net 15,860 15,860 16,695 16,695
Vila Olímpia - 4,691 - 4,691
Real estate projects 2,335 2,335 2,391 2,391
26,186 31,648 27,087 32,757

(a) In 2005, initial works for the construction of BarraShopping Sul started which was opened in November 2008.

14. Loans and financing


Average annual March 31, 2009 December 31, 2008
Index Interest rate Company Consolidated Company Consolidated
Current
BNDES (a) TJLP and
UMBNDES 5,2% 12,374 13,220 14,040 15,394
Bradesco (d) CDI 135% CDI 85,034 85,034 82,361 82,361
Real (b) - TR + 10% 12,830 12,830 8,518 8,518
Banco IBM (e) CDI + 0,79% per 100% CDI +
year 0,79% per year 1,419 1,419 1,061 1,061
Itaú (c) - TR + 10% 467 467 - -
Companhia Real de Distribuição (f) - - 26 26 26 26
112,150 112,996 106,006 107,360
Noncurrent
BNDES (a) TJLP and 5,2%
UMBNDES 3,984 3,984 5,754 5,754
Real (b) - TR + 10% 106,919 106,919 110,721 110,721
Itaú (c) - TR + 10% 10,546 10,546 7,558 7,558
Banco IBM (e) CDI + 0,79% per 100% CDI +
year 0,79% per year 3,819 3,819 4,034 4,034
Companhia Real de Distribuição (f) - - 842 842 845 845
126,110 126,110 128,912 128,912

35
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

14. Loans and financing (Continued)


Noncurrent loans and financing mature as follows:

March 31, December 31,


2009 2008
Company and Company and
consolidated consolidated

2010 17,816 23,743


2011 21,711 20,808
2012 onwards 86,583 84,361
126,110 128,912

(a) Loans and financing with BNDES, obtained for the construction of shopping malls MorumbiShopping, on may 2005
ParkShopping Barigui on December 2002 and Shopping Pátio Savassi on may 2003, are guaranteed by mortgage
of the related properties, recorded under property and equipment for R$ 76,156 (R$ 76,553 on December 31,
2008), guarantees provided by directors or surety furnished by parent company Multiplan Planejamento.
Participações e Administração S.A. The average yearly interest rate on loans and financing is 5.2%.

(b) On September 30, 2008, the Company entered into a financing agreement with Banco ABN AMRO Real S.A. to
build a shopping mall located in Porto Alegre area in the amount of R$ 122,000, of which R$ 119,000 have been
released to date. This financing bears 10% interest p.a. plus the variation in the Referential Rate (TR), and it is
amortizable in 84 monthly consecutive installments, the first of which maturing July 10, 2009. This effective interest
rate contractually provided for should be renegotiated from the 13th month as from the first release or last
adjustment and annually, as the case may be, if either of the following conditions materializes: (a) pricing (interest
rate + TR) lower than 0.95% of the average CDI for the last 12 months; or (b) pricing (interest rate + TR) higher
than 105% of the average CDI for the last 12 months.

(c) On May 28, 2008, the Company and the other Shopping Anália Franco venturers entered into a credit facility
agreement with Banco Itaú S.A. to renovate and expand the respective real property in the total amount of
R$ 45.000. The amount released to date corresponds to R$ 25,193, of which 30% are under the Company’s
responsibility. This facility bears 10% interest p.a. plus TR and is amortizable in 71 monthly consecutive
installments, the first of which maturing January 15, 2010. As collateral for this debt, the Company assigned
Shopping Center Jardim Anália Franco in trust to Banco Itaú. Additionally, the Company assigned in trust to Banco
Itaú receivables deriving from Shopping Jardim Anália Franco lease agreement, corresponding to 120% of the
monthly installments falling due from the agreement date.

(d) In October and December 2008, the Company executed three unsecured credit certificates with Banco Bradesco
in the total amount of R$ 80,000 to strengthen its cash management, as follows:

Inicial date Final date Amount Interest rate

10/9/2008 4/7/2009 30,000 135.5% CDI


10/15/2008 10/9/2009 40,000 135% CDI
12/5/2008 11/30/2009 10,000 132.9% CDI

Principal and interest amounts relating to these agreements will be fully amortized on their maturity dates.

36
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

14. Loans and financing (Continued)


(e) As mentioned in Note 12.c, the Company executed a service agreement with IBM Brasil – Indústria. Máquinas e
Serviços Ltda., on June 30, 2008, and entered into two software licensing and maintenance agreements with SAP
Brasil Ltda., both dated June 24, 2008. Pursuant to the 1st Addendum to the respective agreements, executed in
July 2008, the amount of services related therewith was the subject of lease financing by the Company to Banco
IBM S.A. whereby the Company assigned to Banco IBM S.A the obligation to pay for the services under such
conditions as established in the agreements. As consideration therefore, the Company will refund Banco IBM for
all amounts spent in connection with the implementation, in 48 monthly successive installments of approximately
2.1% of the total cost plus accrued DI-Over rate daily variation, the first installment falling due in March 2009. To
date, total amount under lease is R$ 5,095.

(f) The balance payable to Companhia Real de Distribuição relates to the intercompany loan agreement with
subsidiary Multishopping for the beginning of construction of BarraShopping Sul, payable in 516 monthly tranches
of R$ 2, as from the hipermarket inauguration date in November 1998, with no indexation.

15. Property acquisition obligations


March 31, December 31,
2009 2008
Company and Company and
consolidated consolidated

Current
Land Barra (a) 21,242 20,956
PSS – Seguridade Social (b) 19,561 19,133
Land Morumbi (c) 2,550 2,550
Coroa Alta – Land Anhanguera (d) - 2,008
Valenpride Sociedade Anônima (e) - 306
Others 269 269
43,622 45,222
Noncurrent
Land Barra (a) 21,242 26,195
PSS – Seguridade Social (b) 60,367 63,854
81,609 90,049

(a) With the public title registration dated March 11, 2008, the Company acquired a plot of land located in Barra da Tijuca - Rio de
Janeiro, destined for the construction of a shopping mall and other integrated structures. The value of the acquisition was
R$ 100,000, to be settled in the following manner: (a) R$ 40,000 upon the act of signing the public title for purchase and sale; (b)
R$ 60,000, in 36 equal monthly installments, plus interest in the amount of 12% per annum, with the first installment being due
30 days after the signing date of the public title.

(b) In December, 2006, the Company acquired from PSS, the total number shares issued by SC Fundo de Investimento Imobiliário,
for R$ 40,000, from which R$ 16,000 were to be paid up front. in 60 monthly and consecutive installments of R$ 494, already
including annual interest of 9% by French amortization method, plus monthly monetary restatement according to the variation of
National Consumer Price Index (IPCA), the first of which was falling due on January 20, 2007 and the remaining, on the same
day of subsequent months. Additionally, the Company acquired from PSS 10,1% of ownership interest in MorumbiShopping for
R$ 120,000. The amount of R$ 48,000 was paid on the deed date and the remaining balance will be settled in seventy-two
consecutive monthly installments, plus annual interest of 7% based on the French amortization method and adjustments for the
IPCA variation.

(c) In December 2006, the Company entered into an irrevocable private agreement with several individuals and legal entities for sale
and purchase of two plots of land in São Paulo for R$ 19,800, of which R$ 4,000 were paid upon execution of the agreement and
R$ 13,250 on February 20, 2007. The amount of R$ 2,550 will be paid through assignment of the units under construction of
“Centro Empresarial MorumbiShopping”. The Company also acquired four plots of land adjacent to the venture for R$ 2,694,
already fully paid.

37
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

15. Property acquisition obligations (Continued)


(d) On April, 2007, the Company executed four purchase and sale deeds concerning tracts of land located in the city of Ribeirão
Preto/SP for the total amount of R$ 15,998, payable as follows: in relation to three deeds, the Company paid the total amount of
R$ 425 in the act, and the remaining balance will be amortized in 23 no-interest-bearing, monthly of R$ 471, as to the fourth
deed, the Company paid R$ 123 in the act, R$ 255 within 30 days from the agreement execution date, and the remaining
balance amortized in 22 no-interest-bearing, monthly the amount of R$ 198. The balance was fully settled on March 20, 2009.

(e) In January 2007, the Company acquired the land located in Chácara Santo Antônio/SP for R$ 11,750, with the amount of
R$ 2,200 being paid virtually on demand. R$ 4,356 upon title transfer, and the remaining amount of R$ 5,194 being payable in
17 installments of R$ 306 beginning April 2007.

Noncurrent property acquisition obligations mature as follows:

March 31, December 31,


2009 2008
Company and Company and
consolidated consolidated

2010 30,602 40,089


2011 24,870 24,372
2012 13,637 13,350
2013 12,500 12,238
81,609 90,049

16. Taxes paid in installments


Consolidated
March 31, December 31,
2009 2008
Current
Tax assessments (a) 271 267
271 267
Noncurrent
Tax assessments (a) 1,522 1,574
1,522 1,574

(a) Refers to tax delinquency notices received in July 2003 resulting from underpayment of income and social
contribution taxes in 1999. The subsidiaries Multishopping and Renasce opted to participate in the installment
payment plan of Law No. 10684/2003. and the amount of the obligation was divided into 180 monthly
installments beginning in July 2003. In addition, subsidiary Renasce opted to participate in the installment
payment plan of the debt referring to the tax claim of the National Institute of Social Security – INSS, due to lack
of payment of INSS on third party labor, which was secured by the bank guarantee contract with Banco ABC
Brasil S.A. up to 2004. The installment payment is restated by the Long-term Interest Rate – TJLP.

38
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

17. Contingencies
March 31, 2009 December 31, 2008
Company Consolidated Company Consolidated

PIS and COFINS (a) 12,920 13,792 12,920 13,793


Deposit in court (12,920) (13,792) (12,920) (13,793)
INSS - 63 - 63
Deposit in court - (63) - (63)
Civil contingencies (c) 5,148 5,237 5,129 5,167
Deposit in court (3,556) (3,556) (3,554) (3,554)
Labor contingencies 362 460 354 516
Deposit in court (30) (42) (30) (41)
Provision for PIS and COFINS (b) 1,064 1,064 1,064 1,064
Provision for IOF (b) 169 1,300 175 1,402
Tax contingencies 17 89 17 17
3,174 4,552 3,155 4,571

Provisions for contingencies were established to cover probable losses in administrative and legal proceedings related to tax and labor
issues, with expectation of probable losses, in an amount considered sufficient by Company Management, based on the legal advice
and assessment, as follows:

(a) In 1999, the Company started to question in court PIS and COFINS levy on the terms of Law 9718 of 1998. The payments
related to COFINS have been calculated according to ruling legislation and deposited in court.

(b) The provisions for PIS, COFINS and IOF result from financial transactions with related parties until December 2006. As from
2007, the Company has been paying IOF normally.

(c) In March 2008, based on the opinion of its legal advisors, the Company established a provision for contingencies, amounting to
R$ 3,228, and made a judicial deposit in the same amount. Such provision consists of claims for damages filed by relatives of
victims of a homicide on the premises of Cinema V at Morumbi Shopping. The remaining balance of the provisions for civil claims
consists of various minor value claims filed against the shopping malls in which the Company holds equity interest.

In addition to the above proceedings the Company is defendant in several other civil
proceedings assessed by the legal advisors as involving possible losses estimated at
R$ 26,182 (R$ 23,095 on December 31, 2008).

Taxes and social contributions determined and paid by the Company and your
subsidiaries are subject to review by the tax authorities for different statute barring
periods.

39
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

18. Transactions and balances with related parties


Amounts Sundry loans and
receivable advances - Amounts payable
Company Noncurrent Noncurrent Current

RENASCE – Rede Nacional de Shopping Centers Ltda. 22 - -


JPL Empreendimentos Ltda. - - 188
CAA – Corretagem Imobiliária Ltda. 200 - -
MPH Empreend. Imob. Ltda. - 39,376 -
Multiplan Admin. Shopping Center 1 - -
WP Empreendimentos Participações Ltda. 1,698 - -
Manati Empreendimentos e Participações S.A. 149 806 -
Total at March 31, 2009 2,070 40,182 188

Amounts Amounts payable


receivable –
Consolidated noncurrent current

Helfer Comércio e Participações Ltda. - 14.969


Plaza Shopping Trust SPCO Ltda. - 39.377
WP Empreendimentos Participações Ltda. 1,698 -
Others - 188
Total at March 31,2009 1,698 54.534

40
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
March 31, 2009
(In thousands of reais)

18. Transactions and balances with related parties (Continued)


Amounts Amounts
receivable Sundry loans and advances payable – Financial
Company Noncurrent Current Noncurrent current income

RENASCE – Rede Nacional de Shopping Centers Ltda. 1 - - - -


JPL Empreendimentos Ltda. 25 25 - 188 -
CAA – Corretagem Imobiliária Ltda. 196 7 - - 34
MPH Empreend. Imob. Ltda. - 14 22,711 - -
Multiplan Admin. Shopping Center 8 4 - - -
WP Empreendimentos Participações Ltda. 1,687 - - - 330
Manati Empreendimentos e Participações S.A. - 48 806 - -
Brazilian Realty 73 73 - - -
Solução Imobiliária Ltda. 49 5 - - -
Haleiwa - - 166 - -
Total at December 31, 2008 2,039 176 23,683 188 364

Amounts Amounts
receivable payable
Consolidated Noncurrent Current

Helfer Comércio e Participações Ltda. - 8,581


Plaza Shopping Trust SPCO Ltda. - 15,034
WP Empreendimentos Participações Ltda. 1,687 -
Others - 165
Total at December 31, 2008 1,687 23,780

41
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

18. Transactions and balances with related parties (Continued)

The balance receivable from WP Empreendimentos Participações Ltda, refers to


advances granted to pay the portion attributed to it of maintenance costs of land
owned by the Company together with the referred to related party, monetarily restated
by reference to IGP-DI variation plus 12% p.y. Due to the delay in project Campo
Grande, the term for receiving these advances was extended and the balance
reclassified to noncurrent portion.

During the year ended December 31, 2008 and quarter ended March 31, 2009 the
company made several advances to its subsidiary MPH Empreendimentos
Imobiliários, in a total amount of R$ 39,376 (R$ 22,711 on December 31, 2008), for
the purpose of financing the costs of the construction of the Vila Olímpia project, in
which MPH held a 71.5% share. These amounts are not being updated, and the
Company expects that the related balance will be capitalized in the future.

The amount payable to JPL Empreendimentos refers to the acquisition of an 18.61%


interest in Shopping Pátio Savassi.

During the year ended December 31, 2008 the Company made advances to Manati
Empreendimentos e Participações S.A. of R$ 806, which has ownership interest of
75% in Santa Úrsula Mall, in order to pay debts of the condominium. The Company
expects to use this balance for capitalization purposes.

The balances payable to Helfer Comércio e Participações Ltda. And Plaza Shopping
Trust SPCO Ltda. (consolidated) refer to advances made by these companies to
subsidiary MPH Empreendimentos Imobiliários for future capitalization purposes, in
order to finance Vila Olímpia venture works, in which MPH holds interest of 71.5%.

19. Deferred income


March, 31 2009 December 31, 2008
Company Consolidated Company Consolidated

Revenue related to assignment of rights 96,445 143,677 86,362 125,679


Unallocated costs of sales (5,621) (6,631) (195) (1,127)
Other revenues 1,742 1,742 1,746 1,746
92,566 138,788 87,913 126,298
Current 21,051 21,602 20,604 21,264
Noncurrent 71,515 117,186 67,309 105,034

42
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

20. Shareholders’ equity


a) Capital

The Company was incorporated on December 30, 2005 as a limited liability


company, and its capital is represented by 56,314,157 quotas of interest worth
R$ 1.00 each.

Under the 2nd Amendment to the Articles of Association dated February 15, 2006,
Company members unanimously decided to increase Company capital in
R$ 3,991, comprising (i) 153,877 units of interest of CAA – Corretagem Imobiliária
Ltda., corresponding to 99.61% of the capital of that company; and (ii) rights
related to 98% equity interest in a Silent Partnership which is in charge of
developing the residential real estate project denominated “Royal Green
Península”.

The quotaholders’ meeting held on March 15, 2006 approved the transformation of
the Company into a corporation, and the 60,306,216 quotas were converted to
common shares with no par value. In the same meeting was also approved a
capital increase in R$ 99,990, with issue of 12,633,087 new common shares with
no par value.

At the Special General Meeting held on June 22, 2006, the shareholders approved
the Company’s capital increase to R$ 264,419, through issue and subscription of
47,327,029 new shares, of which 19,328,517 common and 27,998,512 preferred
shares. The subscription price was set at R$ 17,96 totaling R$ 850,001, out of
which R$ 104,124 earmarked for capital and R$ 745,877 in the form of premium for
share issuance. Preferred shares are entitled to vote, except for election of the
Company management members, and are assigned priority rights to capital
reimbursement, at no premium.

On the same date, the acquisition by Bertolino, (actual 1700480 Ontário Inc.) of
8,351,829 common shares of the Company owned by shareholders of CAA –
Corretores Associados Ltda. and Eduardo Peres, became effective.

As a result of the public issuance of 27,491,409 primary shares and 41.700


secondary shares on July 31 and August 30, 2007 respectively, the Company’s
capital increased by R$ 688,328.

43
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

20. Shareholders’ equity (Continued)


a) Capital (Continued)

At March 31, 2009 and December 31, 2008, the parent company’s capital is
represented by 147,799,441 common and preferred, registered and book entry
shares, with no par value. distributed as follows:

Number of shares
March 31, December 31,
Shareholder 2009 2008

Multiplan Planejamento. Participações e Administração S.A. 56,587,470 56,587,470


1700480 Ontário Inc. 51,281,214 51,281,214
José Isaac Peres 2,247,782 2,247,782
Maria Helena Kaminitz Peres 650,878 650,878
Shares outstanding 36,620,235 36,812,935
Board of Directors and Officers 71,862 71,862
Total of shares outstanding 147,459,441 147,652,141
Shares in Treasure Department 340,000 147,300
147,799,441 147,799,441

b) Legal reserve

Legal reserve is determined based on 5% of net profit as prescribed by prevailing


legislation and the Company’s bylaws, capped at 20% of capital.

c) Expansion reserve

In accordance with provisions set forth in the Company’s bylaws, the remaining
portion of net profit after absorption of accumulated losses, establishment of legal
reserve and distribution of dividends was earmarked for expansion reserve, which
is intended to secure funds for new investments in capital expenditures, current
capital. and expanded corporate activities.

d) Special goodwill reserve - merger

As explained in Notes 9, upon Bertolino’s merger into the Company, the goodwill
recorded on Bertolino’s balance sheet deriving from the purchase of Multiplan
capital participation, net of provision for net equity make-whole, was recorded on
the Company’s books, after said merger, under a specific asset account – deferred
income and social contribution taxes, as per contra to special goodwill reserve
upon merger, pursuant to the provisions set forth in article 6°, paragraph 1° of CVM
Instruction No. 319. This goodwill will be amortized by Multiplan premised on the
expected future profitability that gave rise to it, over a term of 5 years.

44
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

20. Shareholders’ equity (Continued)


e) Treasury shares

On October 13, 2008, BM&FBOVESPA authorized the Company to repurchase


shares of its own issue, under the terms of Announcement No. 051/2008-DP and
CVM Instruction No. 10.

The Company has then decided to invest funds available in the repurchase of
shares in order to maximize shareholder’s value. Therefore, to date the Company
purchased 340,000 common shares (147,300 on December 31, 2008), reducing its
outstanding shares percentage to 24.78% at March 31, 2009 (24,91% on
December 31, 2008). The shares were purchased at a weighted average cost of
R$ 13,60 at a minimum cost of R$ 9,80, and a maximum cost of R$ 14,71
(amounts in Reais). The share market value calculated by reference to the last
price quotation before year end was R$ 14,54 (amount in Reais).

As required by the aforementioned Announcement, the Company shall recompose


its minimum outstanding share percentage (25%) on or before May 11, 2010.

f) Dividends

As per the Company’s bylaws, the minimum mandatory dividend corresponds to


25% of net profit, as adjusted pursuant to the Brazilian legislation.

In the Annual General Meeting held on April 30, 2009, was approved a proposed
dividend distribution of R$ 20,084 thousand, corresponding to R$ 0,14 per share.

2008

Net profit for the year 77,890


Absorbed accumulated losses (35,608)
42,282
Allocation to legal reserve (2,114)
Adjusted net profit 40,168

Mandatory minimum dividends 10,042


Complementary dividends 10,042
Total proposed dividends 20,084
Destination (%) 50%

45
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

20. Shareholders’ equity (Continued)


g) Stock options plan

The Extraordinary Shareholders’ Meeting of July 6, 2007, approved the terms and
conditions of the Company’s Stock Options Plan to become effective from this date,
for Company’s administrators, employees and service providers. The Plan is
administered by the Company’s board of directors.

The Stock Option Plan is limited to a maximum amount of options resulting in a


dilution of 7% of the Company’ capital on the date of creation of each Annual
Program. The dilution consists of the percentage represented by the number of
shares backing the option, and the total number of shares issued by the Company.

The Stock Option Plan beneficiaries are allowed to exercise their options in a four
years’ time from the date of granting. Vesting period will be of up to two years, with
releases of 33.4% as from the second anniversary, 33.3% as from the third
anniversary, and 33.3% as from the fourth anniversary.

Shares price shall be based on average quotation on the São Paulo Stock
Exchange (Bovespa) of the Company’s shares of the same class and type for the
20 (twenty) days immediately before option granting date, weighted by trading
volume, monetarily restated by reference to the Amplified National Consumer Price
Index (IPCA) variation published by the Brazilian Institute of Geography and
Statistics (IBGE), or by any other index determined by the Board of Directors, until
effective option exercise date.

Three stock option distributions were made in 2007 and 2008, which observe the
maximum limit of 7% provided for by the plan, as summarized below:

(a) Program 1 - On July 6, 2007, the Company’s Board of Directors approved the
1st Stock Options Plan for purchase of 1,497,773 shares, which may be
exercised after 180 days as from the first public offering of shares made by the
Company. Despite the aforementioned Plan’s general provisions, the option
exercise price is of R$ 9,80 restated by reference to IPCA variation, published
by IBGE, or another index chosen by the Board of Directors.

(b) Program 2 - On November 21, 2007, the Company’s Board of Directors


approved the 2nd Stock Options Plan for purchase of 114,000 shares. Out of
this total, 16,000 shares were granted to an employee who left the Company
before the minimum term to exercise the option.

46
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

20. Shareholders’ equity (Continued)


g) Stock options plan (Continued)

(c) Program 3 - On June 4, 2008, the Company’s Board of Directors approved the
3rd Stock Options Plan for purchase of 1,003,400 shares. Out of this total,
27,900 shares were granted to an employee who left the Company before the
minimum term to exercise the option.

The distributions in (b) and (c) follow the parameters defined by the Stock Options
Plan described above.

To date, none of the options granted has been exercised, which involve a total of
2,571,273 shares or 1.74% of total shares at March 31, 2009.

The vesting period to exercise the options is as follows:

% of options
released for Maximum
Vesting period as from granting exercise number of shares

Program 1
180 days after the Initial Public Offering – 01/26/08 100% 1,497,773

Program 2
As from the second anniversary – 11/21/09 33.4% 32,732
As from the third anniversary – 11/21/10 33.3% 32,634
As from the fourth anniversary – 11/21/11 33.3% 32,634

Program 3
As from the second anniversary – 06/04/10 33.4% 325,817
As from the third anniversary – 06/04/11 33.3% 324,842
As from the fourth anniversary – 06/04/12 33.3% 324,842

The average weighted fair value of call options at March 31, 2009, described
below. was estimated using the Black-Scholes options pricing model, assuming an
estimated volatility of 48.88%, weighted average risk free rate of 12.5% and 3-year
maturity to the first program and 5 years to the second and third programs.

Weighted average
fair value of options

Program 1 16,40
Program 2 7,95
Program 3 7,57

47
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

20. Shareholders’ equity (Continued)


g) Stock options plan (Continued)

Share-based payments outstanding at December 31, 2008 were measured and


recognized by the Company in accordance with CPC 10, and related effects were
recorded retroactively at the beginning of the year in which such payments were
granted through the transition date. Related effects on shareholders’ equity and
P&L based on the options’ fair value on the granting date are as follows:

Shareholders
Income equity

First-time Adoption of Law No. 11638/07 24,579 24,579


2008 1,272 25,851
2009 2,041 27,892
2010 2,041 29,933
2011 2,025 31,958
2012 769 32,727

The effect in the quarter ended March 31, 2009 from the recognition of share-
based payment on shareholders’ equity and on P&L was R$ 510 (R$ 318 on March
31, 2008).

21. Financial income (expenses), net


March 31, 2009 March 31, 2008
Company Consolidated Company Consolidated

Income from short-term investments 3,123 3,364 9,025 9,051


Interest on loans and financing (4,540) (4,546) (835) (835)
Interest on loans property 11 11 - -
Bank fees and other charges (108) (146) (3,317) (2,892)
Foreign exchange fluctuations - (393) (479) 384
Monetary variations (Assets) (2,848) (2,861) (1,464) (1,619)
Monetary variations (liabilities) (131) (133) - -
Fines and interest on tax violations 507 524 324 331
Fine and interest on rental - - 3,303 3,303
Revenue of Shares (74) (81) - -
Interest on loans 430 430 3 (19)
Interest on property acquisition
obligations (1,486) (1,486) - -
Others (40) (66) (14) (14)
Total (5,156) (5,383) 6,546 7,690

48
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

22. Financial instruments and risk management


In accordance with the provisions set forth by CVM Rule No. 566 of December 17,
2008, which approved Accounting Pronouncement CPC 14, the Company measured
its financial instruments.

The amounts recorded in the asset and liability accounts as financial instruments are
restated as contractually provided for at March 31, 2009 and correspond,
approximately to their market value. These amounts are substantially represented by
cash and cash equivalents trade accounts receivable, sundry loans and advances,
loans and financing, and property acquisition liabilities. The amounts recorded are
equivalent to market values.

The Company’s major financial instruments are as follows:

i) Cash and cash equivalents – stated at market value, which is equivalent to their
book value;

ii) Trade accounts receivable and sundry loans and advances – classified as
financial assets held to maturity and accounted for at their contractual amounts,
which are equivalent to market value.

iii) Property acquisition liabilities and loans and financing – classified as financial
liabilities held to maturity and accounted for at their contractual amounts. The
market values of these liabilities are equivalent to their book values.

Risk factors

The main risk factors to which the subsidiary companies are exposed are the
following:

(i) Interest rate risk

Interest rate risk refers to:

• Possibility of variation in the fair value of their financings at fixed rates, if such
rates do not reflect current market conditions. While constantly monitoring
these indexes, to the present date the Company does not have any need to
take out hedges against interest rate risks.

49
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

22. Financial instruments and risk management (Continued)


Risk factors (Continued)

(i) Interest rate risk

• Possibility of unfavorable change in interest rates, which would result in


increase in financial expenses as a consequence of the debt portion under
variable interest rates. At March 31, 2009 the Company and its subsidiaries
invested their financial resources mainly in Interbank Deposit Certificates
(CDI), which significantly reduces this risk.

• Inability to obtain financing in the event that the real estate market presents
unfavorable conditions, not allowing absorption of such costs.

(ii) Credit risk related to service rendering

This risk is related to the possibility of the Company and its subsidiaries posting
losses resulting from difficulties in collecting amounts referring to rents, property
sales, key money, administration fees and brokerage commissions. This type of
risk is substantially reduced owing to the possibility of repossession of rented
stores as well as sold properties, which historically have been renegotiated with
third parties on a profitable basis.

(iii) Credit risk

The risk is related to the possibility of the Company and its subsidiaries posting
losses resulting from difficulties in realizing short-term financial investments. The
risk inherent to such financial instruments is minimized by keeping such
investments with highly-rated banks.

In accordance with CVM Rule No. 550 of October 17, 2008, which provides for
disclosure of information about derivative financial instruments in notes to
financial statements, the Company informs that it does not have any policy on the
use of derivative financial instruments. Accordingly, no risks arising from possible
exposure associated with these instruments were identified.

50
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

22. Financial instruments and risk management (Continued)


Risk factors (Continued)

(iii) Credit risk (Continued)

Sensitivity analysis

In order to check the financial asset and liability indexes to which the Company is
exposed at March 31, 2009 for sensitivity, 5 different scenarios were defined and
an analysis of sensitivity to fluctuations in these instruments’ indexes was
prepared. Based on FOCUS report dated December 26, 2008, CDI, IGP-DI, and
IPCA indexes were projected for year 2009 – set as the probable scenario - from
which decreasing and increasing variations of 25% and 50%. Respectively, were
calculated.

Financial assets and liabilities indexes:


Probable
Index 50% decrease 25% decrease scenario 25% increase 50% increase

CDI 5.03% 7.55% 10.06% 12.58% 15.09%


IGP-DI 2.30% 3.45% 4.60% 5.75% 6.90%
IPCA 2.04% 3.06% 4.08% 5.10% 6.12%
UMBNDES -2.49% -3.74% -4.98% -6.23% -7.47%
TJLP 3.13% 4.69% 6.25% 7.81% 9.38%

Financial assets:

Gross financial income was calculated for each scenario as at March 31, 2009,
based on one-year projection and not taking into consideration any tax levies on
earnings. The Interbank Deposit Certificate (CDI) index was checked for
sensitivity at each scenario.

51
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

22. Financial instruments and risk management (Continued)


Financial Income Projection – 2009:

Company:
Remuneration March 31, 50% 25% Probable 25% 50%
rate 2009 decrease decrease scenario increase Increase

Cash and Cash Equivalents


Cash and Banks N/A 16,340 N/A N/A N/A N/A N/A
Short -Term Investments 100% CDI 118,643 5,968 8,952 11,935 14,919 17,903
134,983 5,968 8,952 11,935 14,919 17,903

Accounts Receivable
Trade Accounts Receivable – Leases IGP-DI 30,289 697 1,045 1,393 1.742 2,090
Trade Accounts Receivable – Key Money IGP-DI 38,381 883 1,324 1,766 2.207 2,648
Trade Accounts Receivable –sales of properties IGP-DI 843 17 26 34 43 52
Others Trade Accounts Receivable N/A 16,579 N/A N/A N/A N/A N/A
86,092 1,597 2,395 3,193 3,992 4,790

Sundry Loans and Advances


Barra Shopping Sul Association 135% CDI 5,776 392 588 784 981 1.177
Parkshopping Condominium 110% CDI 3,622 200 301 401 501 601
Ribeirão Shopping Condominium 110% CDI - - - - - -
Barra Shopping Condominium 135% CDI - - - - - -
New York City Center Condominium 105% CDI 540 29 43 57 71 86
Parkshopping Barigui Condominium IGP-DI +12%a.a. 1,117 160 173 185 198 211
Barra Shopping Sul Condominium 135% CDI 1,080 73 110 147 183 220
MPH Empreendimentos Imobiliários Ltda. N/A 39,376 N/A N/A N/A N/A N/A
Others Sundry Loans and Advances N/A 14,330 N/A N/A N/A N/A N/A
65,841 854 1,215 1,574 1,934 2,295

Total 286,916 8,419 12,562 16,702 20,845 24,988

Consolidated:
Remuneration March 31, 50% 25% Probable 25% 50%
rate 2009 decrease decrease scenario increase increase

Cash and Cash Equivalents


Cash and Banks N/A 27,009 N/A N/A N/A N/A N/A
Short -Term Investments 100% CDI 160,204 8,058 12,087 16,117 20,146 24,175
187,213 8,058 12,087 16,117 20,146 24,175

Accounts Receivable
Trade Accounts Receivable – Leases IGP-DI 31,825 732 1,098 1,464 1,830 2,196
Trade Accounts Receivable – Key Money IGP-DI 62,571 1,439 2,159 2,878 3,598 4,317
Trade Accounts Receivable –sales of
properties IGP-DI 843 17 26 34 43 52
Others Trade Accounts Receivable N/A 14,133 N/A N/A N/A N/A N/A
109,372 2,188 3,283 4,376 5,471 6,565

Sundry Loans and Advances


Barra Shopping Sul Association 135% CDI 5,776 392 588 784 981 1,177
Parkshopping Condominium 110% CDI 3,622 200 301 401 501 601
New York City Center Condominium 105% CDI 540 29 43 57 71 86
IGP-DI +12% per
Parkshopping Barigui Condominium year 1,117 160 173 185 198 211
Barra Shopping Sul Condominium 135% CDI 1,080 73 110 147 183 220
Others Sundry Loans and Advances N/A 24,088 N/A N/A N/A N/A N/A
36,223 854 1,215 1,574 1,934 2,295

Total 332,808 11,100 16,585 22,067 27,551 33,035

52
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

22. Financial instruments and risk management (Continued)


Financial liabilities:

Gross financial expense was calculated for each scenario as at March 31, 2009,
based on the indexes’ one-year projection and not taking into consideration any tax
levies and the maturities flow of each contract scheduled for 2009. The indexes were
checked for sensitivity at each scenario.

Projected Financial Expenses – 2009:

Company:
Remuneration March 31, 50% 25% Probable 25% 50%
rate 2009 decrease decrease scenario increase increase

Loans and financing


Bradesco 135%CDI 85,034 5,774 8,661 11,548 14,436 17,323
TJLP and
BNDES - Parkshopping Barigui UMBNDES 8,864 56 84 113 141 169
BNDES – Morumbi Shopping TJLP 7,494 (187) (280) (373) (467) (560)
Real N/A 119,749 N/A N/A N/A N/A N/A
Itaú N/A 11,013 N/A N/A N/A N/A N/A
Banco IBM CDI + 0.79% p.y 5.238 305 437 568 700 832
Cia Real de Distribuição N/A 868 N/A N/A N/A N/A N/A
238,260 5,948 8,902 11,856 14,810 17,764

Property acquisition obligation


Land Morumbi N/A 2,550 N/A N/A N/A N/A N/A
PSS – Seguridade Social IPCA + 9% 79,928 8,824 9,639 10,455 11,270 12,085
Land Barra N/A 42,484 N/A N/A N/A N/A N/A
Others N/A 269 N/A N/A N/A N/A N/A
125,231 8,824 9,639 10,455 11,270 12,085

Total 363,491 14,772 18,541 22,311 26,080 29,849

Consolidated:
Remuneration March 31, 50% 25% Probable 25% 50%
rate 2009 decrease decrease scenario increase increase

Loans and financing


Bradesco 135%CDI 85,034 5,774 8,661 11,548 14,436 17,323
BNDES - Parkshopping Barigui TJLP and UMBNDES 8,864 56 84 113 141 169
BNDES – Morumbi Shopping TJLP 7,494 (187) (280) (373) (467) (560)
BNDES – Pátio Savassi TJLP 846 (21) (32) (42) (53) (63)
Real N/A 119,749 N/A N/A N/A N/A N/A
Itaú N/A 11,013 N/A N/A N/A N/A N/A
Banco IBM CDI + 0,79% p.y. 5,238 305 437 568 700 832
Cia Real de Distribuição N/A 868 N/A N/A N/A N/A N/A
239,106 5,927 8,870 11,814 14,757 17,701

Property acquisition obligation


Morumbi Land N/A 2,550 N/A N/A N/A N/A N/A
PSS – Seguridade Social IPCA + 9% 79,928 8,824 9,639 10,455 11,270 12,085
Barra land N/A 42,484 N/A N/A N/A N/A N/A
Others N/A 269 N/A N/A N/A N/A N/A
125,231 8,824 9,639 10,455 11,270 12,085

Total 364,337 14,751 18,509 22,269 26,027 29,786

53
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

23. Administrative funds


The Company is in charge of management of funds of investors for the following
shopping malls: BarraShopping, MorumbiShopping, BHShopping, DiamondMall,
ParkShopping, RibeirãoShopping, New York City Center, Shopping Anália Franco,
BarraShopping Sul, ParkShopping Barigui, Shopping Pátio Savassi and Shopping
Santa Úrsula. The company manages funds comprising advances from said investors
and rents received from shopkeepers at the shopping malls, which are deposited in
bank accounts of the Company in the name of the investment, to finance the expansion
and the operating expenses of the shopping malls.

At March 31, 2009, the balance of administrative funds amounted to R$ 19,702 (R$
7,749 in December 31, 2008), which is not presented in the consolidated financial
statements because it does not representing rights or obligations of the subsidiary.

24. Management fees


The Company is managed by a Board of Directors and an Executive Board. In the
quarter ended in March 31, 2009, these administrators’ compensation, recorded under
management fees expenses totaled R$ 1,477 (R$ 1,844 in the same prior-year
period), which is deemed a short term benefit.

As described in Note 20.g, the Company shareholders approved a stock option plan
for the Company’s administrators and employees.

At March 31, 2009 the Company provides no other benefits to its administrators.

25. Insurance
The CPI (undivided joint properties) rules governing the shopping malls in which the
subsidiary Multishopping holds ownership interest maintain insurance policies at levels
which Management considers adequate to cover any risk associated with asset
liability or claims. Management maintains insurance coverage for civil liability, loss of
profits and miscellaneous losses.

54
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

26. Subsequents events


On April 30, 2009, the Company’s Board of Directors approved the 4th Stock Options
Plan for purchase of 1,300,100 shares. Out of this total, 44.100 shares were granted
to a employee who left the Company after this date. This distribution follow the
parameters defined by the Stock Options Plan. In accordance with CPC10
Pronouncement No. 10, the Company entered service agreement with independent
company to estimate the fair value of call options using the Black-Scholes options
pricing model. Related effects will be recorded after second semester of 2009.

55
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

Multiplan announces NOI growth of 40.8% to R$73.4


million in 1Q09
Rio de Janeiro, May 13, 2009 – Multiplan Empreendimentos Imobiliários S.A. (Bovespa: MULT3), the largest shopping
center company in Brazil by revenue, announces its results for the first quarter of 2009. The following financial and
operating data, except where otherwise stated, is based on consolidated data in Brazilian Reais (R$) according to generally
accepted accounting principles in Brazil.

FINANCIAL AND OPERATING HIGHLIGHTS


Change 1Q09/1Q08
null
NOI Net Revenue Rental Revenue Sales
▲40.8%
null ▲33.6% ▲31.1% ▲20.6%
Salesnullin 1Q09 grew 20.6% compared to 1Q08, boosted not only by the same area sales (SAS) growth
of 8.5%, but also by the sales of R$110.4 million from the new projects delivered in 4Q08.
null
Same Store Rent (SSR) grew 13.2% on 1Q09, when compared to the same quarter of the year before.
Totalnull
rental revenue increased 31.1% quarter over quarter, once again boosted by a double digit
growth of 12.6% in same area rent (SAR), but also by the performance of the company’s new
operations.
null Projects opened in 4Q08 generated rental revenues in the amount of R$8.4 million in 2009,
representing
null 10.5% of the company’s total rental revenue.
NOI has shown an increase of 40.8% from 1Q08 to 1Q09, achieving R$73.4 million. Main drivers were
DESTAQUES
rental revenue FINANCEIROS
and net parking revenue with growth of 31.1% and 69.4%, respectively. Furthermore, the
NOI margin increased 357 base points, from 78.0% to 81.6%.
EBITDA achieved R$59.9 million in 1Q09, being 17.8% above 1Q08 and amounted R$259.3 millions in
the last 12 months leading to a Net Debt/ EBITDA of 0.68x.
New ERP system is operation in the company’s headquarters and shopping centers since February 1st,
2009. The system already shows great potential for better disclosure, faster reporting, compliance with
IFRS , and to help manage future growth.
Projects under development have 84.1% of the stores leased and the first expansion is scheduled to
be delivered in July 2009. In 1Q09, the company invested R$61.3 million in refurbishments and
developments.
Subsequent Event: During the Annual General Shareholders Meeting, on April 30th, it was approved a
dividends distribution of R$20.1 million (R$0.1362 per share), which will be entirely paid until June
30th of 2009. The amount to be paid corresponds to 50% of Multiplan’s accumulated net income for fiscal
year 2008.
Operating Highlights

(R$ '000) 1Q09 1Q08 Chg. %


Gross Revenue 118,074 89,339 ▲32.2%
Net revenues 108,102 80,892 ▲33.6%
NOI 73,374 52,109 ▲40.8%
NOI Margin 81.6% 78.0% ▲357 b.p
EBITDA 59,947 50,910 ▲17.8%

56
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

Core EBITDA 77,214 61,456 ▲25.6%


Core EBITDA Margin 68.3% 69.7% ▼140 b.p
Rental Revenue 79,389 60,564 ▲31.1%
Net Parking Revenue 10,540 6,224 ▲69.4%
Sales 1,261,212 1,045,791 ▲20.6%
Same Stores Sales/m² 2,961 2,817 ▲5.1%
Same Area Sales/m² 2,878 2,653 ▲8.5%
Same Store Rent/m² 258 228 ▲13.2%
Same Area Rent/m² 263 234 ▲12.6%
Occupancy Rate * 98.3% 97.9% ▲40 b.p
Total GLA 484,894 392,015 ▲23.7%
Own GLA 330,786 257,063 ▲28.7%
* Does not include BSS and SSU

LETTER FROM THE


CEO
Dear Investors,

In the end of 2008, there were concerns that the financial instability would last so long that countries, companies and
sectors of the economy would be impacted by the credit restrictions and, consequently, by a decrease in consumption. The
forecasts for 2009 were pessimistic with expectations of bad news and weak results. However, this year has been positive
for the Brazilian economy. Our nation shifted from being an IMF debtor to an IMF creditor. The Bovespa index has
outperformed other relevant international stock indexes. The pessimistic sentiment is slowly fading.

The first quarter of 2009 was solid for Multiplan. The sales in our shopping centers increased by 21% in 1Q09 in
comparison with 1Q08, confirming the success of our portfolio. EBITDA grew 17.8% in the quarter to R$60 million as
the adjusted net income reached R$44.2 million.

DESTAQUES
Our rental revenue, boosted by the additional space opened during 2009 and the excellent sales performance of the tenants
in the recent quarters, increased by 31% in comparison with 1Q08. The merchandising revenue was also very good,
FINANCEIROS
growing 35%.

On the operational side, we implemented in the quarter, our new information system ERP to better process, organize and
store data by integrating all areas of the company and improving considerably the efficiency of administrative processes.
Our IT team made a great effort in exchanging the systems as smoothly as possible and the company already recognizes
the benefits of this change. This is a strategic investment that provides the company with a more agile administration and
information management, which also impact the generation of reports, beginning in the second quarter.

The projects inaugurated last year already run successfully and generate return to the company. The newest member of the
Multiplan family, the BarraShoppingSul, is a source of a lot of pride to our team. Opened in November 2008, this
development already acts as a central community location in Porto Alegre. We are certain that the south side of the city
will undergo a huge transformation in the upcoming years, attracting more and more people, developments and,
consequently, investments. Cristal Tower, our office tower connected to BarraShoppingSul already has 69% of its units
sold and its construction will start in May.

As a leader of Multiplan for over thirty years, I had the privilege to participate and witness incredible transformations in
the main capital cities of this country, for example in the south area of Belo Horizonte, as a result of the construction of
the BH Shopping and the west side of Rio de Janeiro, with the development of BarraShopping. The same happened in
other large cities such as São Paulo and Ribeirão Preto. I see the south area of Porto Alegre as an additional source of

57
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

pride. I am profoundly gratified and inspired to know that our shopping centers contribute directly for the development of
large cities and regions of this country.

For this reason, we continue to develop projects and our team remains engaged in pursuing the best opportunities and
returns to our shareholders. The fact that we will have an additional 600 stores in our shopping centers by 2010, besides
the demand for new space in our properties, demonstrates the growth potential of our company. Shopping Vila Olímpia,
the next shopping center to be inaugurated in 4Q09, has 87% of its GLA leased and its construction is in full swing. This
shopping center will benefit from the large number of people that work and live in the region, as it offers restaurants and
entertainment areas, including bowling, theaters and cinemas.

I thank our shareholders for their support and confidence and emphasize that our whole team is engaged to make 2009 a
year of significant growth and rewarding results.

Sincerely,
José Isaac Peres

58
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

FINANCIAL HIGHLIGHTS
Overview
Multiplan null
is the leading shopping center company in Brazil in terms of revenue, furthermore developing, owning and
managing null
one of the largest and highest-quality mall portfolios, with 34 years of experience in the sector. The company
also has strategic operations in the residential and commercial real estate development sectors, generating synergies for
st
mall-related
nulloperations and adjacent owned land destined for mixed-use projects. On March 31 , 2009, Multiplan owned
– with an average interest of 68.2% - and managed 12 shopping centers totaling a GLA of 484,894 m², 3,016 stores, and
null annual traffic of 146 million consumers. This has ranked the company among the largest shopping center
an estimated
operators in Brazil according to the Brazilian Shopping Centers Association (ABRASCE). Seeking to control and exercise
null
its management excellence, Multiplan owns controlling positions in 10 of the 12 shopping centers in its portfolio and
currently manages
null all operating shopping centers in which it has an ownership interest.
Consolidated Financial Statements
R$ (000) null 1Q09 1Q08 Chg. %
DESTAQUES
Gross Revenue
FINANCEIROS
Rental Revenue 79,389 60,564 ▲31.1%
Services 15,389 11,254 ▲36.7%
Key money 5,168 4,764 ▲8.5%
Parking 17,700 12,724 ▲39.1%
Real Estate 427 - ▲0.0%
Others - 33 ▼100.0%
Gross revenue 118,074 89,339 ▲32.2%
Taxes and contributions on sales and services (9,972) (8,447) ▲18.1%

Net revenues 108,102 80,892 ▲33.6%


Headquarters (18,761) (11,712) ▲60.2%
Stock-option-based remuneration expenses¹ (510) (318) ▲0.0%
Shopping malls (16,556) (14,678) ▲12.8%
Parking (7,160) (6,500) ▲10.1%
Cost of properties sold (233) - ▲0.0%
Equity in earnings of affiliates (6,198) 2,603 na
Amortization ² (276) (31,428) ▼99.1%
Financial revenue 4,362 15,622 ▼72.1%
Financial expenses (9,745) (7,932) ▲22.9%
Depreciation (9,381) (7,584) ▲23.7%
Other operating income/expenses 1,263 623 ▲102.7%
Income before income and social contribution taxes 44,907 19,587 ▲129.3%

Income and social contribution taxes (1,286) (770) ▲102.7%

Deferred income and social contribution taxes ² 784 (5,710) na


Minority interest (227) (145) ▲67.0%
Net income 44,178 12,962 ▲240.8%

EBITDA 59,947 50,910 ▲17.8%

59
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

NOI 73,374 52,109 ▲40.8%


Adjusted FFO 53,835 57,685 ▼6.7%
Adjusted income 44,178 50,101 ▼11.8%
¹ The full amount of the stock option remuneration line for the year 2008 entered into 4Q08 figures. In order to compare 1Q09 with 1Q08, the full 2008
expense (R$1.3 million) was equally divided by the four quarters of the year.
² According to the new law 11,638/07, starting on 1Q09 the deferred taxes and amortization related to acquisitions will not be accrued on the financial
statements. For further details, please see page 15.

60
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

SALES & OPERATIONS


Sales
Consistent double digit growth in sales
Multiplan‟s malls recorded R$1.3 billion in sales during the 1Q09, an increase of 20.6% when compared to 1Q08. The
null
new shopping center, BarraShoppingSul, and the three expansions that opened in the last quarter of 2008 contributed with
8.8% of the
nullsales of 1Q09. Besides that, Shopping Pátio Savassi, which was acquired in July 2007 showed the strongest
growth in the portfolio, increasing almost 20.0% from 1Q08 to 1Q09. Taking into consideration only the first quarter of
each year,null
from 1Q02 to 1Q09, the compound annual growth rate (CAGR) in sales was 18.2%.
null
Sales (R$ '000)
Shopping
null 1Q09 1Q08 Chg. %
1,261,212
BH Shopping 133,842 119,872 ▲11.7%
null
RibeirãoShopping 88,991 76,224 ▲16.7%
BarraShopping 235,403 224,322 ▲4.9% +18.2% 1,045,791
DESTAQUES
MorumbiShopping 204,535 183,603 ▲11.4%
864,642
FINANCEIROS
ParkShopping 135,676 115,238 ▲17.7%
DiamondMall 64,670 59,966 ▲7.8% 727,675
653,039
New York City Center 33,246 35,691 ▼6.9%
551,471
ShoppingAnáliaFranco 97,928 93,862 ▲4.3%
ParkShoppingBarigüi 101,228 93,077 ▲8.8% 390,819
433,496
Pátio Savassi 52,637 43,936 ▲19.8%
Shopping Santa Úrsula¹ 21,051 - -
1Q02 1Q03 1Q04 1Q05 1Q06 1Q07 1Q08 1Q09
BarraShoppingSul² 92,006 - -
Total 1,261,212 1,045,791 ▲20.6%
¹ Acquired in May 2008.
Sales CAGR 1Q02 to 1Q09 (R$‟000)
² The mall opened on November 18, 2008

Multiplan’s sales vs. retail sales


Comparatively, Multiplan‟s sales outperformed the national sales by four to five times, posting sales growth of 26.0% and
20.0% in January and February respectively. According to IBGE (Brazilian Statistical and Geographic Institute) the
national retail sales showed a growth of 6.0% in January and 3.8% in February.

Food court sales increased 12.4% in 1Q09


Sales had double digit growth across all segments of the satellite Sales per segment (Chg%) *
stores, highlighting the services segment that showed an 18.3% 1Q09 x 1Q08 Satellites Anchors Total
increase over the same quarter a year before. Services segment Food Court ▲12.4% - ▲12.4%
performance was led by sales in travel agencies, beauty salons Diverse ▲10.4% - ▲7.5%
and mobile phone stores. Regarding anchor stores, the home & Home & Office ▲11.9% ▲7.2% ▲9.9%
office segment was the one that showed the highest increase of Services ▲18.3% ▲6.3% ▲10.6%
7.2% from 1Q08 to 1Q09, led by the home & appliance stores. Apparel ▲12.5% ▲2.8% ▲10.2%
The food court segment was the one that improved the most Total ▲12.1% ▲4.3% ▲9.9%
across the portfolio, showing a 12.4% increase followed by the * Excluding kiosks, BarraShoppingSul and Shopping Santa Úrsula
services and apparel segments, which have improved 10.6% and (Not on a same store basis)
10.2% respectively

61
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

20.6%
Real growth and new projects led to a 20.6% increase
The total sales have increased 20.6% from 1Q08 to 1Q09,
boosted by the new expansions and Greenfields that opened in
4Q08. The Same Store Sales showed an increase of 5.1% and 8.5%
Same Area Sales increased 8.5% when comparing 1Q09 with 5.6% 5.1%
1Q08. The fact that SAS was above inflation and SSS, shows the
success of the company‟s tenant mix change.

IPCA SSS/m² SAS/m² Sales


Sales Analysis 1Q09 x 1Q08
New projects show strong upside potential
In the 4Q08, the company opened its second largest shopping center and three expansions, positively impacting on sales.
Comparing the sales of the new expansions with the existing malls there is a spread of -30%, however each project has a
different strategy, and should be analyzed on a case by case basis.

On R$'000 New Projects Original Projects² Spread


New Projects Sales/m² Sales/m² in sales
BarraShoppingSul¹ 1,987 2,768 -28%
ParkShopping Fashion 3,386 2,940 15%
ParkShoppingBarigüi Gourmet 989 2,341 -58%
RibeirãoShopping Expansion 1,138 1,794 -37%
Total 1,944 2,768 -30%
¹ The BIG supermarket's GLA was not considered, since it does not report sales
² In order to compare BarraShoppingSul (BSS) to other malls, it was considered the rent/m² of the portfolio without BSS. As for the expansions,
it was considered their original mall rent/m². In both analysis the vacancy on the quarter was discounted.

BarraShoppingSul – The sales spread of -28% over the portfolio sales, shows the potential of a shopping
center opened in November 18th, 2008. Although the mall has already contributed considerably to the
company‟s sales, additional stores will be opening which should further enhance the mall‟s contribution.

ParkShopping Fashion expansion – This expansion of 23 satellites stores had the highest sales/m² in 1Q09 of
all projects delivered in 2008 and even more than the main mall. Considering that the expansion is exclusively
comprised of satellite stores, it is natural to show a positive impact on the mall‟s sales/m²ratio, when compared
to the sales average of the main mall.

ParkShoppingBarigui Gourmet – This expansion has brought eight new restaurants to the new gourmet area
of the mall, which has the objective of bringing more and different customers to the mall. In order to host their
customers, restaurants have a larger GLA than satellite stores, and could reasonably be expected to initially have
a sales/m² below the average of the mall.

RibeirãoShopping Expansion – The first phase of this expansion added 26 stores and two anchor stores to two
new areas in the mall. In addition to the sales potential showed on the spread, it is relevant to consider that the
opening of two new anchors stores in the expansion increases the shopping center‟s overall attractiveness.

62
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

REVENUES
Gross Revenue
Growth across in all main revenue streams
All revenues
nullgrew from 1Q08 to 1Q09, increasing the gross revenue in 32.2%. Although rental and parking revenues
continue to be leaders in growth and have the larger shares of the gross revenue, there was an increase of 36.7% in
null
services and a double digit growth on all shopping center revenues.
null
Gross Revenue Growth and Breakdown – 1Q08 and 1Q09 (R$’000)
null

null

null 118,074 Real Estate Minimum


+4,976 +427
0.4% 87.3%
+4,135 +404 -33
null Parking
+18,826 15.0% Rent
67,2%
DESTA
+32.2%
Key Money
4.4%
QUES
89,339
Services
FINANCEIR 13.0%
Merchandising
10.3%
OS Overage
2.5%
Gross Rental Services Key Parking Real Other Gross
Revenue Money Estate Revenue
1Q08 1Q09

Gross Revenue Growth – 1Q08 vs. 1Q09 (R$‟000) Gross Revenue Breakdown – 1Q09

1. Rent
Rental Revenue increased over 30%
Once more, rental revenue increased in all of Multiplan‟s shopping centers, jumping from R$60.6 million in 1Q08 to
R$79.4 million in 1Q09. In addition to the revenue from new shopping centers and expansions opened during 2008, the
growth of 31.1% in rental revenue on the quarter was boosted by the consolidated malls, such as BH Shopping and
BarraShopping, with a growth of 19.7% and 13.6% respectively. Those results show that the good performance in sales
followed by a favorable relationship with tenants and Multiplan‟s expertise in the sector are the main ingredients for a
continuous increase in rental revenue.

Rental Revenue/Shopping Center (R$ '000) 1Q09 1Q08 Chg. %


BH Shopping 10,239 8,554 ▲19.7%
RibeirãoShopping 6,216 3,696 ▲68.2%
BarraShopping 14,127 12,435 ▲13.6%
MorumbiShopping 16,157 14,499 ▲11.4%
ParkShopping 5,515 4,455 ▲23.8%
DiamondMall 5,620 5,097 ▲10.3%
New York City Center 1,326 1,268 ▲4.6%
ShoppingAnáliaFranco 3,128 2,924 ▲7.0%
ParkShoppingBarigüi 5,810 4,851 ▲19.8%
Pátio Savassi 3,398 2,777 ▲22.3%
BarraShoppingSul¹ 7,408 7 -
Shopping Santa Úrsula² 445 0 -
Portfolio Total 79,389 60,564 ▲31.1%
¹ Opened on November 18, 2008

63
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

² Acquired in May 2008

Minimum Rent and Merchandising revenues increasing over 30%


Following the results of healthy sales performances over recent periods, minimum rental revenue grew by 33.2% in
1Q09, representing 87.3% of rental revenue (a growth of 188 bps). After growing 30.4% in 1Q08, merchandising
revenue increased 34.8% in the first quarter of 2009, totaling R$8.2 million against R$6.1 million in 1Q08, a great
performance considering the company‟s more conservative outlook for this revenue stream in 2009. Overage rent added
R$1.9 million to rental revenue, although it fell R$0.6 million when compared to the same period of the previous year,
given the success of minimum rent increases.

+33.2% -22.5% +34.8%

2,110 79,389
17,281

-566

+31.1%

60,564

Rental 1Q08 Minimum Overage Merchandising Rental 1Q09

The values on the top of the chart refer to the percentage change when comparing 1Q08 with 1Q09

Rental revenue breakdown – 1Q08 vs. 1Q09 (R$„000)

Rental Revenue/Shopping Center 1Q09 1Q08


(R$ '000) Minimum Overage Merchand. Minimum Overage Merchand.
BH Shopping 9,060 168 1,013 7,310 262 982
RibeirãoShopping 5,235 162 820 3,091 182 424
BarraShopping 12,756 301 1,062 11,080 443 912
MorumbiShopping 14,153 282 1,724 12,472 442 1,586
ParkShopping 4,580 288 648 3,608 285 562
DiamondMall 4,985 148 488 4,410 328 359
New York City Center 1,081 79 166 1,097 68 104
ShoppingAnáliaFranco 2,702 64 364 2,390 178 356
ParkShoppingBarigüi 4,938 110 762 4,234 132 486
Pátio Savassi 2,906 221 272 2,292 197 288
Shopping Santa Úrsula¹ 296 5 144 - - -
BarraShoppingSul² 6,579 121 708 7 - -
Portfolio Total 69,272 1,948 8,169 51,991 2,514 6,059
¹ Acquired in May 2008
² The shopping center opened on November 18, 2008

Same Area Rent and Same Store Rent grew a double digits pace; while total rent outperformed
Same Store Rent, which calculates the growth considering only the stores operating with the company for more than a
year, increased 13.2% in 1Q09, when compared to 1Q08. On a Same Area Rent (SAR) basis, which measures the rental
revenue growth of the same area of the mall over the same period of the year before, Multiplan registered a 12.6%

64
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

increase, showing that the company was able to successfully adapt its tenant mix improving the attractiveness of its
overall portfolio. The contracts that were readjusted in this quarter by the inflation index (IGP-DI) continued to show real
growth of 2.0%, a reflection of the shopping center performance. Although the double digit growth in both analysis show
the performance of Multiplan‟s portfolio, the 31.1% growth in rental revenue highlights the success the company had with
all of the new projects recently opened on the last quarter.

38.0%
Real growth
of 2.0 %
13.2% 7.6%
11.1%

13.2% 12.6% 5.6%

5.6% 5.6%

IGP-DI Adjustment SSR/m² IPCA


IPCA Efeito do SSR/m² SAR/m² Rent Effect
Ajuste do
IGP-DI
Rent analysis 1Q09 x 1Q08 Real growth of SSR

65
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

The value of Multiplan’s brand


The new projects were responsible for 10.5% of the company‟s rental revenue, which highlights its relevant impact on the
performance of the portfolio. Furthermore, the occupancy rate achieved 98.3% on 1Q09, highlighting that the demand for
stores in Multiplan malls remains very strong. As new projects need time to adapt and show their true potential, a spread
between rent and sales, when compared to the original project or the average of the portfolio, is perfectly natural and well
understood. Yet, the fact that spread on sales was higher than spread on rent shows the confidence tenants have in
Multiplan‟s shopping centers and future results.

On R$'000 New Projects Original Projects² Spread


New Projects rent/m² rent/m² in rent
BarraShoppingSul¹ 160 168 -5%
ParkShopping Fashion 230 223 3%
ParkShoppingBarigui Gourmet 100 162 -39%
RibeirãoShopping Expansion 93 178 -48%
Total 155 168 -8%
¹ The BIG supermarket's GLA was not considered, since it does not report sales
² In order to compare BarraShoppingSul (BSS) to other malls, it was considered the sales/m² of the portfolio without BSS. As for the expansions, it was
considered their original mall sales/m². On both analysis the vacancy was discounted

BarraShoppingSul – The second largest shopping center of the south of Brazil had strong demand by tenants
when it was launched; resulting in higher rent standards and a tenant mix that held great potential for future
sales. However, when the rent/m² of BarraShoppingSul is compared to the rent/m² of the company‟s portfolio, it
still shows a spread of -5%, showing a growth potential in the years to come.

ParkShopping Fashion expansion - This expansion was focused on bringing 23 satellite stores for a well
anchored and mature mall with a high demand for spaces. Furthermore, Multiplan had the opportunity of raising
the bar on a mature mall, by maximizing the rent of the expansion. This strategy explains why rent/m² of the
expansion is above the original project.

ParkShoppingBarigui Gourmet – As office towers and business areas grew around the shopping center area,
the demand for restaurants became more evident. The strategy of this expansion is to adapt to this new trend and
make sure that the client will find the best restaurants at a Multiplan mall. Since the rent for restaurants are
lower than a satellite store, the rent/m² of this expansion of eight restaurants will be lower when compared with
the rent/m² of the mall. However this new area will attract a new flow of qualified customers to the mall,
impacting overall mall sales positively.

RibeirãoShopping Expansion – This expansion was divided in two phases, the first phase added two new areas
to the mall, one of them being a new floor. These new areas had a major impact on the mix and flow of the mall,
therefore their rent/m² may adapt and improve the average results of the mall. In addition to the spread, it is
relevant to consider that not all stores have already opened, including one of the anchor stores on the new floor.

2. Services
Mall Management of new areas leading to higher service revenue
Service revenue increased 36.7% in 1Q09, rising from R$11.3 million in 1Q08 to R$15.4 million, representing
13.0% of gross revenue. As expected, the main driver for the growth was the management of the new
projects opened, the management fee of current constructions and brokerage fees from merchandising
revenue.

3. Key Money

66
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

New projects opened in 4Q08 increased key money revenue


Although the key money for the projects opened during the last quarter of 2008 already started to be accrued in linear
installments according to the term of the leasing contracts, this was the first quarter that the revenue was accrued in all
three months. Therefore the non-recurring key money line increased 15.8% on 1Q09 when compared to the same period
of the year before.

Key Money Revenue/Type (R$ '000) 1Q09 1Q08 Chg. %


Operational (Recurring) 2,300 2,288 ▲0.5%
New Projects opened in the last 5 yrs 2,868 2,476 ▲15.8%
Portfolio Total 5,168 4,764 ▲8.5%

67
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

4. Parking Revenue

New Parking operations on top of organic growth


Multiplan parking management expanded its operations to ParkShoppingBarigüi and ShoppingAnáliaFranco since 2Q08,
which contributed to the portfolio‟s 39.1% parking revenue increase in 1Q09. The company‟s management team has also
been able to constantly improve parking income in consolidated operations due to several strategies focused on higher-end
shopping center customers. In Pátio Savassi, BH Shopping and DiamondMall, where parking revenue increased 41.3%,
30.1% and 25.4% respectively in 1Q09, an attractive monthly fee program was created in order to serve regular clients, at
the same time securing their attendance at Multiplan‟s malls.

Additionally, initiatives such as a contactless smart card-based system – where customers enrolled in electronic toll
collection systems can save time on entering the mall faster – help in reducing expenses andsubsequently improving net
revenue.

In the near future, the three malls remaining in Multiplan‟s portfolio should initiate fee-charging operations, including
BarraShoppingSul, which although opened recently, is already registering a high vehicle traffic flow.

Parking Revenue/Shopping (R$ '000) 1Q09 1Q08 Chg. %


BH Shopping 2,040 1,568 ▲30.1%
BarraShopping 4,065 4,321 ▼5.9%
MorumbiShopping 4,582 3,943 ▲16.2%
DiamondMall 1,082 863 ▲25.4%
New York City Center 1,073 1,091 ▼1.7%
ShoppingAnáliaFranco 1,488 - ▲100.0%
ParkShoppingBarigüi 2,000 - ▲100.0%
Pátio Savassi 1,326 938 ▲41.3%
Shopping Santa Úrsula¹ 45 - ▲100.0%
Portfolio Total 17,700 12,724 ▲39.1%
¹ Acquired in May 2008

5. Real Estate Sales


Cristal Tower is starting the construction phase next quarter
In 1Q09, real estate sales were once more driven by Cristal Tower, which achieved R$0.4 million. The revenues will start
to be accrued according to the progress of construction, which is planned to start on the next quarter. Accrual was mainly
based on land and project costs.

68
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

EXPENSES
1. Mall Expenses
Higher revenues leverage margins
NOI in 1Q09 achieved R$73.4 million, resulting in an increase of 40.8% when compared to 1Q08. In addition to that, the
NOI margin improved from 78.0% to 81.6%, driven by the following improvements:
Rental Revenue – Boosted by new projects and the successful increase in the same stores rent of 13.2%, rental
revenue line improved 31.1%.
Parking Result – Three new parking operations and the great performance of some malls lead to a net parking
revenue increase of 69.4%.
Shopping Expenses – The shopping expenses grew 12.8% from 1Q08 to 1Q09, however Multiplan opened
BarraShoppingSul and three expansions in the last quarter of 2008, adding 15.8% to the company‟s total GLA. In
addition to that, Multiplan acquired Shopping Santa Úrsula in 2Q08. Furthermore, R$1.0 million was dedicated
exclusively for the promotion fund of BarraShoppingSul, in order to boost the marketing campaign and events for
DESTA
the new mall.
QUES
FINANCEIR
NOI Calculation 1Q09 1Q08 Chg. %
▲31.1%
8 0 ,0 0 0 8 2 .0 %

Rental OS
Revenue 79,389 60,564 73,374
Parking Result 10,540 6,224 ▲69.4% 7 0 ,0 0 0
+357 b.p.
▲34.7%
8 1 .0 %

Operational Result 89,930 66,787 81.6%


Shopping Expenses (16,556) (14,678) ▲12.8% 6 0 ,0 0 0

8 0 .0 %

NOI 73,374 52,109 ▲40.8% 52,109


▲357 b.p
5 0 ,0 0 0

NOI Margin 81.6% 78.0% 7 9 .0 %

Key Money Signed Contracts 17,658 18,566 ▼4.9% 4 0 ,0 0 0

NOI + KM 91,031 70,675 ▲28.8% 7 8 .0 %

NOI + KM Margin 84.6% 82.8% ▲181 b.p 3 0 ,0 0 0


78.0%
Brokerage 3,469 3,510 ▼1.2% 7 7 .0 %
2 0 ,0 0 0

NOI - Brokerage 76,842 55,619 ▲38.2%


NOI - Brokerage Margin 85.4% 83.3% ▲217 b.p 1 0 ,0 0 0 7 6 .0 %

NOI + KM - Brokerage 94,500 74,185 ▲27.4% 1Q08 1Q09


NOI + KM - Brokerage Margin 87.8% 86.9% ▲92 b.p
NOI & Margin 1Q08 vs 1Q09
Different margins for different analysis
The company understands that NOI is one of the best measures to evaluate the
performance of its malls and in the interest of upholding the best corporate +357 b.p.
84.6%
governance standards, the company has reported and improved its NOI 82.8%
analysis since its IPO. The company reports two NOI figures, which are +181 b.p. 81.6%
described below:
78.0%
NOI - The company‟s operating income, or the result of rental revenue,
shopping expenses and parking net revenue.
NOI + key money - Shows the real outcome for owning a shopping
center (except for the exclusion of services revenue, which could be 1Q08 1Q09 1Q08 1Q09
considered since Multiplan also manages its malls)., including the total NOI Margin NOI +KM Margin
amount of contracts signed during a quarter, as these will also generate NOI Margins 1Q08 vs 1Q09
revenues in the future.
Seeking greater transparency and a consistent analysis, the chart besides

69
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

reports NOI margins excluding its brokerage cost, as this cost could be
classified as a non operational expense (being generated only during mix +92 b.p.
changes and especially during the leasing process of new projects). Using this +217 b.p. 87.8%
86.9%
approach, Multiplan NOI margin would have reached 85.4% and including 85.4%
Key Money signed contracts it would jump to an 87.8% margin reaching 83.3%
R$94.5 million.

1Q08 1Q09 1Q08 1Q09


NOI - Brokerage Margin NOI +KM - Brokerage Margin
NOI Margins without Brokerage expenses
1Q08 vs. 1Q09

70
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

2. Parking Expenses
Parking revenue increased more than expenses
Parking expenses increased 10.1% in 1Q09 when compared to 1Q08, while parking revenues grew on a stronger pace and
achieved R$17.7 millions, increasing 39.1% over the same period. In addition to that, the net parking revenue grew
69.4%, achieving R$10.5 million, when comparing 1Q08 to 1Q09. This growth was mainly due to two new parking
operations – ShoppingAnáliaFranco and ParkShoppingBarigui - that were not charging on 1Q08 and positive results of
other operations, therefore expanding the company‟s revenue above expenses and leveraging its margin.

Net Parking Revenues (R$‘000) 1Q09 1Q08 Chg. %


Parking Revenue 17,700 12,724 ▲39.1%
Parking Expenses (7,160) (6,500) ▲10.1%
Total 10,540 6,224 ▲69.4%

3. General and Administrative Expenses (G&A)


G&A costs still adapting to the new structure
G&A expenses achieved R$18.7 million in 1Q09, falling for the third 27,260
quarter in a row, through reduction of one-time costs and greater
efficiencies. Since 2Q08 the company has significantly changed its 22,287 21,792
structure for future growth, improving all departments. The 18,761
development team, which is a key department for the company´s
11,712
growth strategy, for example, was right-sized to the new development
pipeline of the company, opening a new branch in São Paulo to
control projects that were and will be in construction in the region.

In the same way, the company invested to improve its corporate


1Q08 2Q08 3Q08 4Q08 1Q09
governance by creating a stock option plan, implementing new
provisions, developing a new IR department, and setting up a new Performance of G&A quarter-on quarter
ERP system. All these and other non-recurring expenses in 1Q09
totaled nearly R$5 million.

The new ERP system has been in place and operating since February 2009, and will be key for future cost reduction and
growth of the company. In less than a year the company has implemented the system in its headquarters and all of its
malls, being totally integrated and showing performance on real-time.

Multiplan knows its structure has grown and expects to deliver results accordingly, in the same way it will continuously
look to reduce its costs, as it has done consistently over the years.

4. Cost of Real Estate Sold


Cristal Tower costs still partially accrued
Since the construction phase will begin on the next quarter, only part of these costs was accrued. In 1Q09, the cost of
properties sold was R$0.2 million.
Equity Pickup
Royal Green Península (RGP) delivered

71
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

RGP was successfully delivered in 1Q09, once the COB (certificate of occupancy) was issued. However, the result in the
quarter was affected by the land swap deal, which for accounting purposes was accrued in 1Q09, reducing the equity
pickup by R$6.4 million together with other construction cost.

Equity Pickup (R$ '000) 1Q09 1Q08 Chg. % Up to Date Budget


RGP Revenue 0 6,586 na 61,108 72,182
RGP Interest and Index revenue 321 328 ▼2.1% 5,638 7,324
RGP Costs & Expenses 6,372 4,383 ▲45.4% 54,220 61,220
Sub-Total (6,051) 2,531 na 12,526 18,287
Others (292) 72 na
Total (6,344) 2,603 na

72
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

RESULTS
Financial Results, Debt and Cash
Reduction in net debt
Through Multiplan‟s solid cash generation, the net debt of the company dropped from R$204.0 million in December 2008,
to R$177.1 million in March 2009. The gross debt fell from R$371.5 million in December 2008 to R$364.3 million in
March 2009. In addition to that, cash increased from R$167.6 million to R$187.2 million, on the same period. Even with
the increase in cash position the company will likely require additional funds, given the Multiplan interest to launch its
future pipeline

Subsequent event: In April 2009, Multiplan refinanced its R$30 million short-term bank debt, which was originated in
October 2008. Due to a more prosperous macroeconomic outlook, the company was able to extend its deadline and
decrease its interest rate, which eases current debt position. In the same way, on May 6th the board of directors approved
the issue of local debentures with a total amount of R$100 million.
DEST
FinancialAQUES
Position Breakdown 31/03/2009 31/12/2008 Chg. %
FINANCEIR
Short Term Debt 156,618 152,582 ▲2.6%
Loans andOS
Financings 112,996 107,360 ▲5.2%
Obligations for acquisition of good 43,622 45,222 ▼3.5%

Long Term Debt 207,719 218,960 ▼5.1%


Loans and Financings 126,110 128,912 ▼2.2%
Obligations for acquisition of good 81,609 90,049 ▼9.4%
Gross Debt 364,337 371,542 ▼1.9%
Cash 187,213 167,585 ▲11.7%
Net Debt 177,125 203,957 ▼13.16%

Net debt represents 0.7x EBITDA


The company‟s current net debt, of R$177.1 million reached the equivalent of 0.7x EBITDA over the last twelve months
(which totals R$259.3 million). It is also important to keep in mind the predictable nature of the company‟s cash flows,
led by its base rent which represented 87.3% of the company‟s rental revenue.

Financial Position Analysis * 31/03/2009 31/12/2008


Net Debt/EBITDA (12M) 0.7x 0.8x
Non-
Gross Debt/EBITDA (12M) 1.4x 1.5x Bank
35%
Net Debt/FFO (12M) 0.8x 0.9x
Gross Debt/FFO (12M) 1.6x 1.6x
Net Debt/Equity 9.0% 10.6%
Bank
Liabilities/Assets 25.3% 24.7% 65%

Gross Debt/Liabilities 54.2% 58.2%


* EBITDA and AFFO (Adjusted FFO) accumulated from April 2008 to May 2009
Multiplan’s debt in 1Q09

73
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

EBITDA
EBITDA increased 17.8% in 1Q09
Multiplan‟s EBITDA reached the amount of R$59.9 million in the first quarter of 2009, growing 17.8% from 1Q08. The
growth was mainly driven by the increase in its core business as explained bellow.

EBITDA Calculation (R$'000) 1Q09 1Q08 Chg. %


Net income 44,178 12,962 ▲240.8%
Income and social contribution taxes 1,286 770 ▲67.0%
Financial result 5,383 (7,689) na
Depreciation 9,657 7,584 ▲27.3%
Minority interest 227 145 ▲56.8%
Amortization - 31,428 ▼100.0%
Deferred income and social contribution taxes ¹ (784) 5,710 na
EBITDA 59,947 50,910 ▲17.8%
EBITDA Margin 55.5% 62.9% ▼748 b.p

74
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

Core EBITDA reaching R$77.2 million


Targeting a higher transparency and answering investor request for an EBITDA that may more closely reflect the
company´s core business - owning, developing and managing shopping centers - Multiplan is adding a new EBITDA to its
Earnings Release: the Core EBITDA. For the Core EBITDA real estate sales revenues are not considered, parking revenue
will only include Multiplan‟s share (Net Parking), key money will consider all the contracts signed in the period, taxes
will be shared according to revenue and G&A will be deducted a 100% from the result, leading to a conservative
approach, as the G&A cost also includes the real estate team.

Core EBITDA (R$'000) 1Q09 1Q08 Chg. %


Rental Revenue 79,389 60,564 ▲31.1% +1280 bps 68.3%
Services 15,389 11,254 ▲36.7%
Key Money Signed Contracts 17,658 18,566 ▼4.9% 55.5%
Net Parking 10,540 6,224 ▲69.4%
Core Taxes (9,936) (8,444) ▲17.7%
Core Revenue 113,041 88,164 ▲28.2%
Headquarters (18,761) (11,712) ▲60.2%
Stock-option-based
remuneration expenses (510) (318) na
Shopping malls (16,556) (14,678) ▲12.8%
Core EBITDA 77,214 61,456 ▲25.6%
Core EBITDA Margin 68.3% 69.7% ▼140 b.p EBITDA Margin 1Q09 Core EBITDA Margin 1Q09

Adjusted Net Income and FFO


New accounting principles impacting net income
Brazil is converging towards the International Financial Reporting Standards (IFRS). This way, since January 1 st of 2008
the financial report of the company started to obey the law 11.638/07 and the interim measure #449/08. In order to help in
this change the CPC (Comitê de Pronunciamentos Contábeis – Committee of Accounting Announcements) was created in
order to write and distribute technical reports about accounting procedures and information of this kind, focusing in the
convergence of the Brazilian accounting principles with the international standards. In accordance with the announcement
04 from the CPC and the subsequent Orientation OCPC 02, the goodwill due to expected incomes valuaed by the
company during its acquisitions investments, were only amortized in linearly for the term of its expiry until December
31st of 2008. Starting on January 1st 2009 they will not be amortized anymore, but will continue to be submitted to the
annual loss analysis of it retrievable value.

Net accounting income increased more than threefold from 1Q08 to 1Q09, being R$31.4 million due to the amortization
considered in 1Q08, and R$5.7 million of deferred taxes, which according to the new Brazilian accounting principles
should not be accrued going forward. This amortization was always excluded from the company‟s adjusted net income
figures a be a more precise comparison as highlighted in the past. Yet, it should be noted that while amortization will not
be accrued in the company‟s profit and loss figures, it will still have a fiscal benefit to the company. Besides this benefit,
the company will not need to adjust its figures anymore, as it past adjustments are in line with the new accounting
principles. Another positive impact will be the increase of income for dividends purpose, increasing the dividend yield
and EPS of the company on a relative basis. New announcements are expected for 2009, which might impact the
companies result. FFO, which in 1Q09 was also not adjusted, but impacted by financial results, amounted to R$53.8
million in 1Q09.

FFO & Net Income Calculation 1Q09 1Q08 Chg. %


Net income 44,178 12,962 ▲240.8%
Amortization - 31,428 -
Deferred income and social contribution taxes ¹ - 5,710 -

75
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

Net income 44,178 50,101 ▼11.8%


Fair Value Amortization 276 - -
Depreciation 9,381 7,584 ▲23.7%
Adjusted FFO 53,835 57,685 ▼6.7%

76
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

OPERATING AND FINANCIAL PERFORMANCE

Indicators (R$ '000)


Financials (MTE %) 1Q09 1Q08 Chg. %
Gross Revenue 118,074 89,339 ▲32.2%
Net Revenue 108,102 80,892 ▲33.6%
Headquarters 18,761 11,712 ▲60.2%
Rental Revenue 79,389 60,564 ▲31.1%
Rental Revenue/m² 251 R$/m² 249 R$/m² ▲0.7%
EBITDA 59,947 50,910 ▲17.8%
EBITDA Margin 55.5% 62.9% ▼748 b.p
Core EBITDA 77,214 61,456 ▲25.6%
Core EBITDA Margin 68.3% 69.7% ▼140 b.p
Net Operating Income (NOI) 73,374 52,109 ▲40.8%
DESTAQUES FINANCEIROS
Net Operating Income/m² 232 R$/m² 214 R$/m² ▲8.1%
Net Operating Income Margin 81.6% 78.0% ▲357 b.p
Adjusted FFO 53,835 57,685 ▼6.7%
Adjusted FFO/m² 170 237 ▼28.3%
Performance (100%) 1Q09 1Q08 Chg. %
Final Total GLA 484,894 m² 392,015 m² ▲23.7%
Final Own GLA 330,786 m² 257,063 m² ▲28.7%
Adjusted Total GLA (avg.) 470,488 m² 377,981 m² ▲24.5%
Adjusted Own GLA (avg.) 316,378 m² 242,963 m² ▲30.2%
Rental Revenue 133,022 96,407 ▲38.0%
Rental Revenue /m² 283 R$/m² 255 R$/m² ▲10.9%
Total Sales 1,261,212 1,045,791 ▲20.6%
Total Sales/m² 2,681 R$/m² 2,767 R$/m² ▼3.1%
Same Stores Sales/m² 2,961 R$/m² 2,817 R$/m² ▲5.1%
Same Area Sales/m² 2,878 R$/m² 2,653 R$/m² ▲8.5%
Same Store Rent/m² 258 R$/m² 228 R$/m² ▲13.2%
Same Area Rent/m² 263 R$/m² 234 R$/m² ▲12.6%
Occupancy Costs * 14.6% 13.6% ▲102 b.p
Rent as Sales % 8.8% 8.4% ▲41 b.p
Others as Sales % 5.8% 5.2% ▲60 b.p
Turnover * 1.4% 1.1% ▲23 b.p
Occupancy Rate * 98.3% 97.9% ▲40 b.p
Delinquency (25 days delay) 5.8% 3.2% ▲256 b.p
Rent Loss 0.4% 1.0% ▼65 b.p
* Does not include BarraShoppingSul and Shopping Santa Úrsula

77
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

STOCK MARKET
PERFonOBovespa,
Multiplan (MULT3 RMAthe NC E stock market) ended the first quarter of 2009 with 18.1% appreciation
Brazilian
over the last day of 2008, outperforming IBOV, which rose 9.0% in 1Q09. On December 30 th 2008, MULT3 closed at
R$12.31 and on March 31st 2009 it closed at R$14.54. Multiplan‟s average daily traded volume was R$1.4 million on
the quarter. Over the last quarters, the company has been able to attract new investors and diversify its current
stockholding structure.

Million
30% R$ 10

25% R$ 9
R$ 8
20%
R$ 7
DESTAQUES FINANCEIROS 15% R$ 6
10% R$ 5

5% R$ 4
R$ 3
0%
R$ 2
-5% R$ 1
-10% R$ 0
30-Dec 8-Jan 15-Jan 22-Jan 29-Jan 5-Feb 12-Feb 19-Feb 2-Mar 9-Mar 16-Mar 23-Mar 30-Mar

Multiplan traded volume (BRL) Multiplan Ibovespa

78
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

GROWTH
STRATEGY
Development pipeline of projects under construction in 2009 - '000 m²
Growth of 10.2% in own GLA

+ 10.2%
364 m²
25 m²

9 m²
331 m²
DESTAQUES
FINANCEIROS

Shoppings in Shoppings under Expansions under Total


operation development development

How we generate value: 3rd year real NOI yields of 16.3%


Multiplan continues to invest in the delivery of its pipeline, planning to have at least six projects under construction in
2009. These six projects are expected to need an investment of R$339.3 million, of which R$123.8 million has already
been invested. The key money from these six projects is expected to sum R$61.5 million, which leads to a net investment
requirement of R$277.8 million. Using a simple yield approach, Multiplan expects that the 3rd year NOI (not considering
inflation) divided by the net investment (capex – key money), should lead to a 3rd year yield of 16.3%. When comparing
this yield with some past acquisitions cap-rates, it highlights how Multiplan‟s high-quality projects generate accretive
values for the company.

79
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

Investment on the projects under construction in 2009 ¹


Total Capex (% MTE): R$339.3 M; Invested Capex (% MTE): R$123.8 M Total 3rd yr NOI yield: 16.3%

Capex (% MTE): 3rd yr NOI Yield ²:

R$ 4.1 M Shopping Anália Franco Exp. 64% 36% R$18.7 M 27.2%

R$ 0.1 M RibeirãoShopping Exp. 18% 82% R$10.6 M 8.1%

R$ 7.0 M ParkShopping Exp. Frontal 39% 61% R$48.9 M 20.7%

BH Shopping Exp. 36% 64% R$122.3 M 10.7%


R$ 12.7 M

R$ 16.0 M ParkShopping Barigüi Exp. II 8% 92% R$48.9 M 28.1%

R$ 21.6 M Shopping Vila Olímpia 49% 51% R$89.9 M 15.9%

Total Key Money Capex invested Capex to be invested


¹ ParkShoppingBarigüi Expansion was included since its construction is scheduled to start this year. Shopping Maceio was
not considered since its construction date was not announced yet.
² The yield is calculated as 3rd yr NOI divided by the capex subtracted from key money.

Economic Capex (R$’000) 1Q09 2009 2010 Description


Renovations & Others 1,914 32,662 2,285 All shopping centers
Shopping Development 41,054 107,149 1,535 BSS, SVO
Shopping Expansion 18,360 201,075 25,602 BHS, RBS, PKS, PKB, SAF
Land Acquisition - 113,387 - -

Total 61,328 454,273 29,421


Investment
Four projects to be delivered this year
The year of 2009 started off with a steady investment in the company‟s ongoing projects. The first quarter was mainly
marked by the projects under construction, such as Shopping Villa Olímpia and four expansions. The company invested
R$59.4 million in the construction of these and other projects in 1Q09.
New areas to be opened in 2009
Projects with opening scheduled for 2009 *
ShoppingAnáliaFranco Exp. July

RibeirãoShopping Exp. August

ParkShopping Exp. Frontal October

Shopping Vila Olímpia November

March 09 December 09

80
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

* Estimated dates subjected to changes without previous notice

Renovations
The company’s malls at Ribeirão Preto will be the focus of investments in renovations
In 2009, Multiplan will invest in the renovations of RibeirãoShopping and Shopping Santa Úrsula. The largest investment
in renovation made by Multiplan in 2009 will be destinated to RibeirãoShopping, where R$7.5 million should be invested
in order to align the mall with the new standards set by the recent expansions and to better attend its customers‟ needs. As
a result, this renovation will supplement the upcoming deliveries to the expansion divided in two phases: the first phase
being the new fast-food area and the second phase being the area where the same fast-food restaurants were previously
located, now with five new stores.

Let the turnaround begin


On the verge of completing ten years of operation in 2009, Shopping Santa Úrsula is undergoing a turnaround that will
improve its results as the company has shifted some tenants in order to realign its mix with its target consumer segment. In
addition, Multiplan and partners plan to invest R$15 million in its renovation process in order to ensure that the mall
measures up to the company‟s legacy of quality shopping centers. The leasing process will begin in tandem with the
project‟s construction. Both of these procedures complement each other as the turnaround strategy started in May 2008.

81
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

Shopping Mall - New developments


One mall under construction and one under development
The focus for this year is to deliver the projects under construction and continue with the best projects of the development
pipeline. Shopping Vila Olímpia is planned to open in 4Q09 and the Shopping Maceió launch is still waiting to be
announced given the market conditions. The main goal is to seek high returns and prioritize the company‟s efforts in
projects that have the lowest risks and the best financings.

Shopping Centers (R$’000)


MTE % NOI 3rd 3rd yr
Project Opening GLA MTE Capex Key Money
(constr.) year NOI Yield
Shopping Vila Olímpia Nov/09 29,586 m² 42.0% 89,931 21,596 10,860 15.9%
Shopping Maceió TBA ¹ 27,582 m² 50.0% 88,001 7,124 11,917 14.7%
Total 57,168 m² 46.3% 177,932 28,720 22,777 15.3%
¹ Date to be announced

Shopping Vila Olímpia

GLA 29,586 m2
Launch July 2007
Opening November 2009
Interest 42% (30% after opening)
Key Money (% MTE) R$ 21.6 million
NOI 1st year (% MTE) R$ 9.2 million
NOI 3rd year (% MTE) R$ 10.9 million
CAPEX (% MTE) R$ 89.9 million

CAPEX Invested 48%

Status: Under construction


The leasing continues in a fast pace, even during the economic turmoil with 87% of stores successfully leased. The tenant
mix is completely assembled to meet the standards of the expected customers. The mall‟s delivery date is scheduled for
November 2009.

Shopping Maceió

GLA (Estimated) 27,582 m2


Launch To be announced
Opening To be announced
Interest 50%
Key Money (% MTE) R$ 8.2 million
NOI 1st year (% MTE) R$ 8.3 million
NOI 3rd year (% MTE) R$ 10.9 million
CAPEX (% MTE) R$ 67.3 million

82
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

CAPEX Invested 19%

Status: Under development


The success of a mall development begins with a carefully detailed planning process and a well adjusted business plan,
and for this reason, the company plans to continue with the 200,000 m² of area in Maceió, which allows the development
of a mixed-use project. Multiplan has been working on the development of this site and will announce the date once the
project reaches its final stage of planning and necessary approvals. Residential, commercial and hotel elements are all
being considered in addition to the mall.

83
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

Shopping Center Expansions


Four projects under construction and one under development
Multiplan maintains its spotlight on delivering all projects on their scheduled date for 2009. The tenants from
ShoppingAnáliaFranco‟s expansion were handed over their keys in March to prepare their stores in time to open in July
and the fast-food area of RibeirãoShopping expansion will be delivered in August. As seen on the table below, there are
five expansions to be delivered until mid-2010, three of them still in 2009.

Expansions (R$’000)
MTE % MTE Capex Key NOI 3rd 3rd NOI Number of Stores
Project Opening GLA
(constr.) Capex Invested Money year Yield Stores Leased
RibeirãoShopping Exp. Aug-09 466 m² 76.2% 10.572 17.5% 0.07 0.84 8.0% 6 100.0%
ShoppingAnáliaFranco Exp. Jul-09 11,667 m² 30.0% 18.748 64.0% 4.102 3.984 27.2% 93 87.1%
ParkShopping Exp. Frontal Oct-09 8,591 m² 62.5% 48.909 38.8% 7.028 8.689 20.7% 91 95.6%
BHShopping Exp. Apr-10 11,010 m² 80.0% 122.265 35.7% 12.716 11.733 10.7% 104 89.4%
ParkShoppingBarigüi Exp. II Oct-10 8,075 m² 100.0% 48.888 7.5% 16.019 9.223 28.1% 93 50.2%
Total 39,810 m² 65.6% 249.381 65.6% 39.934 34.469 16.5% 387 81.1%
¹ This expansion does not include the investment of R$42 million and its future revenues from the new deck parking of 1,600 parking spaces.
The five expansions under development will add 39,810 m² to the
portfolio‟s total GLA, representing 7.9% of Multiplan‟s own GLA
(excluding Shopping Vila Olímpia). The chart on the right shows the
impact of the number of stores opened from the expansion projects Portfolio
listed above on the total of stores in Multiplan‟s portfolio. 87.2%
In the year of completing a decade of operations, Expansions
ShoppingAnáliaFranco undergoes its first expansion. The mall will 12.8%
increase in one floor with 93 new stores, further expanding its
attractiveness.After the inauguration of the 11,667 m² expansion, the
mall‟s GLA will grow 30%. The opening is scheduled for july of
2009.

Share of the expansions‟ stores in the portfolio total

84
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

Future Projects
Four projects to come
Multiplan plans to open three expansions in 2011 and one expansion in 2014, launching then in the best market
conditions. The current schedule is subject to change and more detailed information will be added when the project are
announced.
Projects to be detailed
Project GLA MTE % (constr.) Own GLA Opening
BarraShopping Exp. VII 4,894 m² 51.1% 2,499 m² 2011
DiamondMall Exp. II* 5,299 m² 100.0% 4,769 m² 2011
ParkShopping Exp. Gourmet 1,327 m² 60.0% 796 m² 2011
BarraShoppingSul Exp. I 21,638 m² 100.0% 21,638 m² 2014
Total 33,158 m² 91.2% 30,232 m²
* Interest during construction will be 100% and after its opening will be 90%.

Real Estate
Royal Green Peninsula delivered and Cristal Tower with its construction estimated to start in two months
Royal Green Peninsula‟s two residential buildings were delivered in the beginning of 2009. As the only real estate project
remaining under construction, Cristal Tower is expected to be delivered in 2Q11. Meanwhile, Multiplan continues to
analyze the market opportunities and waits the right economic conditions to launch its real-estate development pipeline.

Cristal Tower Sales Area 11,910 m2

Launch June 2008

Opening May 2011

Interest 100%

PSV (MTE %) R$72.1 million

Total units 290

Units sold 69%


Status: Two months away from starting construction
With the engagement of the construction company, the office tower that supplements BarraShoppingSul‟s mixed- use
project is set to start construction in May 2009. Cristal Tower has an advantage over other office complexes because of its
connection to the mall, facilitating the business executive‟s daily schedule by providing a place for eating, leisure, and
shopping close to their offices.
Land Bank
Land bank unchanged, but projects continue
Multiplan keeps its announced land bank of nearly one million square meters for future shopping centers or mixed-use
projects, however at the same time the company keeps improving each project while waiting for the most appropriate
market conditions for project launch.

Location % Type Land Area


Barra da Tijuca 100% Office/Retail 36,748 m²

85
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

BarraShoppingSul 100% Residential, Hotel 12,099 m²


Campo Grande 50% Residential, Office/Retail 338,913 m²
Maceio 50% Residential, Office/Retail, Hotel 200,000 m² *
Jundiaí 100% Office/Retail 45,000 m²
MorumbiShopping 100% Office/Retail 21,554 m²
ParkShoppingBarigüi 84% Apart-Hotel 843 m²
ParkShoppingBarigüi 94% Office/Retail 27,370 m²
RibeirãoShopping 100% Residential, Office/Retail, Medical 200,970 m²
São Caetano 100% Office/Retail 57,948 m²
Shopping AnáliaFranco 36% Residencial 29,800 m²
Total 70% 971,245 m²
Including 70,000 m² from ShoppingMaceió, under development

CURRENT
PORTFOLIO
Rent Occupancy
Shopping State MTE % Total GLA Sales 1Q09
1Q09 Rate
Operating SC's (100%)
1 BHShopping MG 80.0% 36,895 m² 12,799 133842 99.1%
2 RibeirãoShopping SP 76.2% 46,221 m² 8,161 88,991 96.8%
3 BarraShopping RJ 51.1% 69,503 m² 27,663 235,403 98.0%
4 MorumbiShopping SP 65.8% 54988 m² 24,569 204,535 99.6%
5 ParkShopping DF 59.1% 43,178 m² 9,336 135,676 96.9%
6 DiamondMall MG 90.0% 21,360 m² 6,244 64,670 99.1%
7 New York City Center RJ 50.0% 22,068 m² 2,652 33,246 97.5%
8 Shopping AnáliaFranco SP 30.0% 39,310 m² 10,428 97,928 98.6%
9 ParkShoppingBarigüi PR 84.0% 42,968 m² 6,917 101,228 99.1%
10 DESTAQUES
Pátio Savassi MG 83.8% 16172 m² 4,055 52,637 98.8%
11 Shopping SantaÚrsula SP 37.5% 24,043 m² 19,754 21,051 69.8%
12
FINANCEIROS
BarraShoppingSul RS 100.0% 68,187 m² 445 92,006 93.9%
Sub-Total Operating SC's 68.2% 484,894 m² 133,022 1,261,212 96.3%
Under development SC's/Exp (% constr.)¹
13 Shopping VilaOlímpia SP 42.0% 29,586 m² - - -
14 Shopping Maceió AL 50.0% 33,906 m² - - -
RibeirãoShopping Exp. SP 76.2% 466 m² - - -
Shopping AnáliaFranco Exp. SP 30.0% 11,667 m² - - -
ParkShopping Exp. Frontal DF 62.5% 8,591 m² - - -
BHShopping Exp. MG 80.0% 11,010 m² - - -
ParkShoppingBarigüi Exp. II PR 100.0% 8,075 m² - - -
Sub-Total Under development SC's/Exp 53.7% 103,301 m²

Portfolio Total 588,196 m² - - -


¹ Interest during the construction period

86
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

OWNERSHIP STRUCTURE
The chart below shows Multiplan's ownership structure on March 31 st, 2009.

Free Float
Treasury
22.50% Maria Helena 30.57% ON
Kaminitz Peres 24.78% Total 0.12% ON
0.54% ON 0.10% Total Ontario Teachers’
Multiplan Planejamento, 0.44% Total Pension Plan
Participações e
47.23% ON
Administração S.A.
38.29%Total 100.00%
19.43% ON 1700480
77.50% 100.00% PN Ontario Inc.
1.88% ON 34.70% Total
1.52% Total
Jose Isaac Peres
CAA
1.00% 99.00%
Corretagem e Consultoria
DESTAQUES Publicitária Ltda.
Multiplan
FINANCEIROS
Administradora de
99.00% 99.61% CAA
Shopping Centers Ltda. Corretagem Imobiliária Ltda.
Shopping Centers %
41.96% MPH
Embraplan 1
100.00% BarraShopping 51.07% Empreend. Imobiliários Ltda.
Empresa Brasileira
de Planejamento Ltda. BarraShoppingSul 100.0%
BH Shopping 80.00% 100.00%
DiamondMall 90.00% Solução Imobiliária Ltda.
2.00% MorumbiShopping 65.78%
98.00% New York City Center 50.00% 100.00%
SCP Royal Green
ParkShopping 59.07% Brazil Realty
ParkShoppingBarigüi 84.00%
Pátio Savassi 83.81% 99.99%
0.01%
RibeirãoShopping 76.17% Indústria Luna S/A
Renasce 99.00% ShoppingAnáliaFranco 30.00%
Rede Nacional de Shopping Vila Olímpia¹ 30.00% 100.00%
Shopping Centers Ltda. Shopping Maceió² 50.00% JPL
Shopping Santa Úrsula 37.50%
50.00%
¹ Under construction Manati Empreendimentos 2
² Under approval

50.00% Haleiwa 3
¹ MPH Empreend. Imobiliários: Special Purpose Entity (SPE) from Shopping VilaOlímpia.
² Manati Empreendimentos: Special Purpose Entity (SPE) from Shopping Santa Úrsula
³ Haleiwa: Special Purpose Entity (SPE) from Shopping Maceió

Share repurchase program


On October 13, 2008, BM&FBOVESPA authorized the Company to repurchase shares of its own issue, under the terms
of Announcement No. 051/2008-DP and CVM Instruction No. 10.

The company has then decided to invest funds available in the repurchase of shares in order to maximize shareholder‟s
value. Therefore, the company purchased 340,000 common shares, reducing its outstanding shares percentage to 24.78%
at March 31st, 2009.

87
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

SUBSEQUENT EVENTS

Preferred stock conversion as promised during the IPO


On April 30th on the Annual General Meeting, it was voted and approved that 1700480 Ontario Inc, may convert, on a 1:1
ratio, 16,140,165 preferred stocks into ordinary shares. Therefore, its interest on common shares would change from
19.43% to 29.00% and the preferred shares dropped from 27,998,512 to 11,858,347 shares. Nevertheless, its interest in the
total shares of Multiplan would remain unchanged, 34.70%.

The reason that preferred stocks were issued in 2006, when the company acquired a 46% share of Multiplan, was
exclusively due toDESTAQUES
fact that the Canadian law states that pension funds may not have more than 30% of the voting stocks
FINANCEIROS
of a company. Given the common goal between Ontario Teachers‟ Pension Plan and Multiplan to abide to the “Novo
Mercado” bylaws on the Bovespa‟s corporate governance category (both agreed with the conversion as already
established in the stockholders agreement), this may be interpreted as the first movement towards the total conversion of
the preferred stocks into ordinary stocks so that Multiplan may achieve this category.

Before After

Free Float Free Float


24.78% 24.78%
Preferred
Stocks Common
Ontario Ontario Stocks
34.70% Common 18.94% 34.70% Preferred
26.67%
Stocks Multiplan Stocks
Multiplan 15.75% 40.53% 8.02%
40.53%

Dividend distribution approved


At the AGM it was also voted and approved the proposed dividends distribution of R$20.1 million (R$0.1362 per share),
which will be paid until June 30th. The amount corresponds to 50% of Multiplan‟s accumulated net income as of
December 2008.

88
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

INVESTOR RELATIONS
As part of the good relations that the company aims to develop with its investors, and with the objective of transparency,
Multiplan invites you all to a conference call to discuss the Company‟s fourth quarter 2008 results.

Teleconference

English Portuguese
May 14, 2009 May 14, 2009
12:30 pm (Brasília) 11:00 am (Brasília)
11:30 am (US EST) 10:00 am (US EST)
Tel.: +1 (973) 935-8893 Tel.: +55 (11) 2188-0188
Code: 97299428
DESTAQUES Code: Multiplan
Replay: +1 (706) 645-9291 Replay: +55 (11) 2188-0188
FINANCEIROS
Code: 97299438 Code: Multiplan

If you still have questions or need further information after the event, Multiplan is entirely at your disposal for additional
clarifications. Please contact:

Armando d’Almeida Neto


Vice-President and Investor Relations Officer

Hans Christian Melchers


Planning and Investor Relations Manager

Rodrigo Tiraboschi
Investor Relations Analyst Senior

Franco Carrion
Investor Relations Analyst

Tel.: +55 (21) 3031-5224


Fax: +55 (21) 3031-5322
E-mail: ri@multiplan.com.br

Disclaimer
This document may contain prospective statements, which are subject to risks and uncertainties as they were based on expectations of the Company‟s
management and on the information available. These prospects include statements concerning our management‟s current intentions or expectations.
Readers/investors should be aware that many factors may mean that our future results differ from the forward-looking statements in this document. The
Company has no obligation to update said statements.
The words "anticipate“, “wish“, "expect“, “foresee“, “intend“, "plan“, "predict“, “forecast“, “aim" and similar words are intended to identify affirmations.
Forward-looking statements refer to future events which may or may not occur. Our future financial situation, operating results, market share and
competitive positioning may differ substantially from those expressed or suggested by said forward-looking statements. Many factors and values that can
establish these results are outside the company‟s control or expectation. The reader/investor is encouraged not to completely rely on the information above.

89
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
December 31, 2008
(In thousands of reais)

90

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