ANNUAL REPORT 2013Rua Ministro Jesuíno Cardoso, 454

2º andar • Vila Olímpia • São PauloSP • Brasil • CEP 04544-051 pontosmultiplus.com.br

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Key indicators2013 2012 2011

Operational indicators

Members (millions) 12.2 10.9 9.4

Partnerships 472 369 190

Points issued (thousands) 83,750 85,174 76,159

TAM Linhas Aéreas 16,347 17,424 20,229

Banks, retail, industry and services 67,399 67,750 55,930

Points redeemed (thousands) 69,562 65,860 49,764

Airline tickets 63,163 62,317 48,713

Other products/services 6,399 3,543 1,051

Average annual breakage rate (%) 18.5 21.0 24.1

Financial indicators (BRL millions)

Gross billings 232 224 274

Earnings from the sale of points 2,009 1,871 1,525

Net revenue 1,651 1,476 1,247

Distribution of Added Value (DAV) – % 588,669 536,689 573,155

Social indicators

Number of employees 1831 150 109

Investments in social projects (BRL x 1000) 1,800 1,500 2,420

Fundraising for social institutions2 577 - -

1. Those of the second half of December were also recorded.2. There was no fundraising for social institutions in 2011 and 2012.

The Best & Biggest of Exame magazine (2013):3rd place in the Services

category, 8th most profitable company in

Brazil, and 9th place in the ranking of Wealth

per Employee

18th Most Valuable Company of Brazil in 2013 (IstoÉ Dinheiro/

Brand Analytics/Millward Brown ranking)

GRI EC1

GRI 2.10

The Focus of Multiplus

Positioning Multiplus is a loyalty

program company that uses the best partner network to provide

recognition and rewards for the consumer choices

its members make

Vision Together we can do much

more

Mission Connecting

companies and people through a relationship

network where everybody wins

Values Simplicity,

Agility, Reliability, Fun and

Innovation

In the last decade, with the increased competition

and variety of options for products and services on

the market, many companies have realized the impor-

tance of rewarding their most loyal customers through

loyalty program networks. Within this context, Multiplus

takes pride in being a pioneer in a movement that is

revolutionizing the market of loyalty program net-

works in Brazil. Through the coalition model, the high

visibility of loyalty programs and brand awareness be-

comes clear, since it allows points to be accumulated

and redeemed through a number of different partners.

Thus, the relationships between customers and retail

establishments – in wide-ranging sectors of the econ-

omy – are intensified.

GRI 4.8

Message from the administration 6Multiplus 9Corporate governance 15Strategy and management 25Economic and financial performance 35Social and environmental performance 43Social balance: Ibase + NBCT 15 50Index 54Corporate information 61Credits 62

About this reportEach year, Multiplus publishes a report with information about its performance and presence on the market in which it operates since it was founded. With this publication, it follows the guidelines of the Global Reporting Initiative (GRI) – the international organization of reference for sustainability reports – by adopting version G3.1, application level C. Level B indicators have also been included in order to continue improving the company’s reporting in the coming years. All indicators reported by the company are identified throughout the text and can also be found in the Index (page 50). GRI 3.3 | 3.11

The content – defined based on the interests of key stakeholders and highlighted by the internal areas consulted for this report – was developed in a multidisciplinary way by Multiplus employees and validated by the Executive Board. By not owning any subsidiaries, and due to the fact that it is not significantly impacted by the operations of Prismah Fidelity S.A., a joint venture controlled in partnership with the Aimia company, this report includes only the initiatives of the administrative headquarters located in São Paulo, for the year starting January 01, 2013 and ending December 31, 2013. GRI 3.1 | 3.5 | 3.6 | 3.7 | 3.8

With the commitment to adopt the best practices of accountability vis-à-vis the market, the criteria issued by the Brazilian Institute of Social and Economic Analyses (Ibase), the Brazilian Association of Publicly-Traded Companies (Abrasca), and Statement No. 13 of the Steering Committee for Disclosure of Information to the Market (CODIM) are also used in this report. The accounting data follow International Financial Reporting Standards (IFRS), pursuant to Instruction No. 457 of Brazil’s Securities and Exchange Commission (CVM). Such information has been submitted to external audit by PricewaterhouseCoopers (PwC). GRI 3.9 | 3.11 | 3.13

For more information about the content addressed in this report, please contact the Department of Finance and Investor Relations by emailing invest@pontosmultiplus.com.br or calling +55 (11) 5105-1847. GRI 3.4

GRI 1.1 | 1.2

Customer loyalty has everything to do with Multiplus.

First, because we originated from the TAM Fidelidade

frequent-flyer program, with 20 years of history, and es-

pecially because we are the result of the multiplication

of loyalty programs, which gather companies and indi-

viduals through a model where everyone wins.

The market in which we operate is still new, and has tre-

mendous potential to be explored. As a result, the sec-

tor is expected to continue experiencing high growth

rates over the coming years. The growing use of credit

cards, the expansion of the airline industry, the growth

in purchasing power, and better distribution of income

among the Brazilian population are elements that drive

sectors of the economy and are able to boost the accu-

mulation and redemption of points.

In 2013, the segment encountered challenges due to

the instability of foreign exchange rates and increasing

interest rates, which interrupted the movement to stim-

ulate credit. Even so, we managed to end the year with

good results.

Our net revenue increased 11.8% compared to 2012,

reaching BRL1,650 million, and net profit totaled

BRL232 million, an increase of 3.5% compared to the

previous year’s profits. With this, we distributed BRL232

million in dividends and interest, a payout of nearly

100%. Aside from our financial results, we can proudly

highlight the 11.9% increase in our member base and the

expansion of our network of business partners, which

ended the year with 472 partnerships, a considerable

increase compared to the 369 reported in 2012.

These results reflect our investments in order to con-

tinue growing. In 2013, we approved the Program for

Investments in Technology, which sets out a series of

initiatives to improve members’ experiences and also

positively impact the results of our partners. Also this

year, we managed to conclude major projects, such as

the launch of the first version of the Multiplus mobile

app, which – in the first few weeks – reached first place

in the Travel category in App Store Brasil.

We also advanced considerably in practices of corpo-

rate governance, with changes in the membership of

the Board of Directors – which increased from five to

MESSAGE FROM THE ADMINISTRATION

RELATÓRIO ANUAL 2013 7

seven members, two of whom are independent – and broad-

ening the scope of its advisory committees, such as the Au-

dit and Finance Committee, which now deals with issues of

governance and related parties as well. This change is im-

portant to assure that all proposals involving transactions

with related parties are approved by this committee before

being submitted to the Board of Directors. In addition to re-

inforcing the importance of the participation of independent

members, this reformulation also offers more security for

shareholders in matters involving the company’s relation-

ship with its parent company. Speaking specifically about

the relationship with our parent company, TAM, 2013 was an

important year because of the revision of operational con-

tracts. Through these revisions, we started operating with

stable costs and our members are enjoying the redemption

of points for airline tickets with greater flexibility.

With the aim of offering better life quality to our employees,

we intensified the initiatives created last year with the Bal-

ance Program, we revised benefit packages, and we struc-

tured career paths – from trainees to leaders.

From the social responsibility viewpoint, actions geared to-

ward the environment, volunteer work, and the scope of Incen-

tive Laws were aligned with the Social Responsibility Program.

For the coming years, we wish to continue bringing togeth-

er millions of people around our network, which works with

energy, joy, agility and creativity to build trust and gain the

loyalty of partners, members, employees, shareholders, and

all stakeholders of our operations.

Chairman of the Board of

Directors

Antônio Rios

Roberto MedeirosChief Executive Officer

MULTIPLUS8

99

MULTIPLUSBringing together

businesses and individuals throughout

Brazil, Multiplus already has 12.2 million members and

472 business partners

GRI 2.1 | 2.5 | 2.6 | 2.7 | 2.8

Multiplus S.A. pioneered the coalition network model,

which gathers various companies and loyalty programs,

and allows the accumulation of points and redemption

for products and services at companies in a wide range

of segments. The company now has 12.2 million mem-

bers and 472 business partners spread throughout Bra-

zil, primarily in the South and Southeast regions. Most

outstanding among the partnerships are major corpo-

rations such as TAM Fidelidade, Ipiranga, Livraria Cul-

tura, Accor, Oi, Editora Globo, Panvel, PontoFrio.com,

Netshoes, PBKIDS and others (see page 13).

With 183* employees in the city of São Paulo, Multiplus

is the leader on the Brazilian market, with net revenue of

BRL1,650 million. Its main parent company is TAM S.A.,

which holds 72.85% of its shares. The relationship be-

tween the two companies is documented in policies and

operational agreements, revised in 2013.

Details on agreements between Multiplus and TAM are available on the company’s investor relations site:

www.pontosmultiplus.com.br/ir.

Shareholder structure on December 31, 2013 Number of shares Percentage of share capital

Controlling shareholder 118,019,995 72.85

Board of Directors 2 0.0

Other 43,984,633 27.15

Total 162,004,630 100.0

* Those of the second half of December were also recorded.

MULTIPLUS10

Finance & IR

Business Development

Operations & IT

MultiplusOffice of the President

Revenue, Assurance & Liability

Management

Strategic Business

IT Operations & OGS

Demand and Project

Management

Information Security & Facilities

Systems

Governance, Control &

PerformanceOperations

CEO

Director

Manager

Architecture

People Management

Accounting, Internal Controls, Processes

and Purchases

New Businesses

Investor Relations, Financial Planning &

Treasury

Legal & Compliance

Products, Markets & CRM

Strategic Planning & Market Intelligence Marketing

ORGANIZATIONAL STRUCTURE

ANNUAL REPORT 2013 11

HISTORY GRI 2.3 | 2.9

Multiplus was created in June 2009 as a business unit

of Grupo TAM. That same year, it became established

as an independent company, and in February 2010 it

became a publicly-traded company, the first compa-

ny of the customer-loyalty segment to be listed on

BM&FBovespa (MPLU3). TAM is currently the main parent

company of Multiplus, with 72.85% of its share capital.

Throughout its early years, the company’s main strate-

gy was expansion of the member network, which took

place by uniting frequent shoppers and frequent fly-

ers. Specializing in loyalty program networks, in 2011

it gained 50% of control of Prismah – a joint venture

of Aimia created with the aim of offering services of

conception, development, management and consulting

services for third-party loyalty programs.

In 2013, the company moved to its new headquarters,

and certain areas shared with the parent company, such

as Purchasing, Accounts Payable, Accounting, Corpo-

rate Controllership, Tax and Legal, were internalized by

Multiplus. Back-office operations of the TAM Loyalty

Program also started being carried out by TAM, which

contributed to greater autonomy for Multiplus.

SERVICES GRI 2.2

Multiplus gathers loyalty programs in such a way as to

motivate the ongoing relationship between companies

and their customers. Accordingly, it offers three types of

partnerships: accrual, redemption and coalition.

The accrual partners are those who buy Multiplus points

to reward their consumers, and define how to offer the

benefit. Multiplus purchases, from redemption partners,

the points, products or services of its partners to offer

its members. And the coalition partners are those that

enable a two-way path between the accumulation and

redemption of points, i.e., the partner purchases points

from Multiplus to reward its consumers, and Multiplus

purchases points, products or services from partners to

offer its members as redemption options.

VALUE GENERATION Multiplus generates attractive rewards to members

through the redemption of products and services of-

fered by its partners, who also benefit from the recurring

relationship of the loyal customers. Its business model

dispenses large investments in fixed capital. Additionally,

by relying on a system of constantly expanding partner-

ships, the model hinders the participation of new com-

petitors and allows expenditures on loyalty marketing to

be shared with its business partners. The main sources of

income are presented below:

Multiplus gathers loyalty programs in

such a way as to motivate the ongoing relationship between companies and their

customers

MULTIPLUS12

CUSTOMER LOYALTY The loyalty program network industry basically consists

in creating mechanisms and tools to reward repeat cus-

tomers through awards, discounts or benefits. These

programs can be divided into two categories: individu-

al programs and coalition programs. The first category

provides for the redemption of awards through points

earned at just one company, while the second one al-

lows accumulation and redemption to be made at dif-

ferent establishments, building the consumer’s loyalty

to a network of business partners.

Until recently, individual programs were the most popu-

lar, especially among airlines (frequent-flyer programs).

However, coalition programs have been showing more

advantages not only to the business partners but also

to consumers.

Advantages of coalition networksFor partners For customersLower costs of customer acquisition and retention Faster accumulation of points

Ability to access consumer bases from other segments More options for redemption

Opening of a new publicity channel for the brand Improved point control and management

Ability to execute joint promotional activities

• Spread: difference between the sale price of points and the cost to redeem them.

• Income from float revenue: yields from financial investments.

• Breakage: points that do not generate costs, because they expired before they were redeemed.

• Loyalty marketing services: offered by Prismah Fidelidade S.A., a joint venture controlled in partnership with the Aimia company.

• Banks• TAM• Co-branded• Retail

• TAM• Retail

ACCUMULATION OF POINTS

REDEMPTION OF POINTS

ANNUAL REPORT 2013 13

NETWORK OF PARTNERSConsidered one of the company’s foremost competitive

advantages, the Multiplus network of partners is com-

prised of companies in various sectors of the economy,

such as airlines, travel agencies, banks, telephone com-

panies, pharmacies, hotels, bookstores, car rental agen-

cies, and service stations, among others. Always seek-

ing to diversify the network, the company increased the

number of partnerships in 2013, rising from 369 to 472.

Some of the most noteworthy new partners include

companies such as PBKIDS, Netshoes, TripAdvisor,

Inovathi, Imaginarium, Super Muffato, Editora Globo,

Unidas, and Fiat Amazonas.

In 2013, there were improvements in the redemption

of airline tickets, because the logic of the number of

points became closer to the logic of the paid airfare.

Now, members can redeem points up to 360 days in

advance, and the farther in advance the ticket is pur-

chased, the lower the cost to the member. Another im-

portant result achieved was the increased participation

of non-airfare redemptions, from 4.4% in 2012 to 9.2%

in 2013, reflecting the benefits perceived by members in

the redeemed benefits. For the coming years, Multiplus

intends to increase the options for redemption by offer-

ing more experiences to members.

For the coming years, Multiplus

intends to increase the options for redemption by offering more experiences to

members

CORPORATE GOVERNANCE 14

15

Since it became listed on the Novo Mercado (New

Market), index of the BM&FBovespa stock exchange,

Multiplus has been improving its practices of corpo-

rate governance based on the principles of transpar-

ency, equality, accountability and corporate responsi-

bility proposed by the Brazilian Institute of Corporate

Governance (IBGC).

In 2013, two major advances can be highlighted: a

change in the membership of the Board of Directors in

the Articles of Incorporation, with the strengthening of

the presence of independent members, and the refor-

mulating of its advisory committees, which assist in the

strategic decisions on matters relating to ethics, people

management and transactions involving related parties.

These changes are the result of a reflection on market

demands regarding Governance-Related Issues. GRI 4.17

The remuneration of the Directors/Officers is related to

the valuation of competencies in a manner aligned to

the business objectives. The executives receive a fixed

portion and benefits package, adopted based on mar-

ket practices, as well as a variable portion calculated ac-

cording to the scope of pre-established goals, in addition

to the stock option plan, which promotes the alignment

between the interests of executives and investors. GRI 4.5

15

CORPORATE GOVERNANCE

Transparency, equality, accountability

and corporate responsibility are

the principle that guide the

Multiplus’s actions in doing business

CORPORATE GOVERNANCE 16

CORPORATE GOVERNANCE STRUCTURE GRI 4.1

Shareholders’ Meeting

Board of Directors

Finance, Audit, Governance and Related Parties Committee

Committee on Ethics and People Management

Executive Board

Internal Auditing

External Auditing

Executive Committee

Fiscal Council

SHAREHOLDERS’ MEETING GRI 4.4

The Multiplus Shareholders’ Meeting ordinarily takes place once a year and, ex-

traordinarily, on an as-need basis. In compliance with Brazil’s Corporations Act

(Lei das Sociedades por Ações), the period of notice is at least 15 days in ad-

vance for the first convening and 8 days in the case of the second convening.

The annual shareholders’ meeting is responsible for deliberating matters

such as capital increase, choice of a specialized company to prepare the

appraisal report of the shares of stock, changes in the company’s corpo-

rate purpose, and delisting from the Novo Mercado index, based on pro-

posals submitted by the Board of Directors.

In 2013, the shareholders met four times. Among the major approvals,

we highlight the change in company headquarters and the change in the

membership of the Board of Directors.

FISCAL COUNCIL The company has a Fiscal Council, a non-permanent body, comprised of up to

five full members and respective alternates. Installed only through a specific

resolution of the Shareholders’ Meeting, the role of this Council is to oversee

the activities of company management and examine its financial statements

and proposals that are submitted to the shareholders. Valid for one year, the

Council existed until April 2013, as it had been instituted by a minority share-

holder in the previous year. However, the company’s shareholders identified

no need for an additional one-year term of office for this Council.

High standards

of corporate governance

100%Participation on the Novo

Mercado index of

BM&FBovespa

tag along

Strengthening the presence of the independent

membersExpansion

of the scope of operation of

the advisory committees

CORPORATE GOVERNANCE 18

Members of the Board Of DirectorsName Position Current term of officeAntônio Rios Independent chairman

February 07, 2016

José Edson Carreiro

Board member

Enrique Cueto Plaza

Maurício Rolim Amaro

Roberto Alvo Milosawlewitsch

Marco Antonio Bologna

Elcio Anibal de Lucca Independent board member

BOARD OF DIRECTORSWith the important role of guiding the business of

Multiplus, the Board of Directors is responsible for ap-

pointing and removing company officers, issuing opin-

ions on management reports and the Executive Board’s

accounts; engaging independent auditors, and approv-

ing the annual budget plans. On a monthly basis, the

members meet to approve targets and strategies and

to monitor the progress of projects and performance

indicators, for example, network growth rate, revenues,

profit rate, and risks, among others. GRI 4.9

In 2013, its membership was changed in the com-

pany’s Articles of Incorporation, from five to seven

members, two of whom are independent. Addition-

ally, the chairman of the current membership is an

independent member and was elected by the other

Board members, who evaluated the appropriate pro-

file for holding this office. GRI 4.2 | 4.3

The qualification of all members of the Board of Direc-

tors is determined by the knowledge on sectors of the

economy that impact on company’s generation of in-

come, such as credit card companies, airlines, informa-

tion technology and the retail market. GRI 4.7

Throughout the year, 14 meetings were held, which con-

tributed to the choice of the new CEO, the reformula-

tion of the 2 advisory committees, approval of the new

model of airline ticket redemption, and revision of me-

dium- and long-term strategies.

The presence of independent members on the Board of Directors assures greater transparency in decision making

ANNUAL REPORT 2013 19

COMMITTEE ON FINANCE, AUDITING,

GOVERNANCE AND RELATED PARTIES

Created in 2010 as an Audit and Finance Committee,

this body consists of three members appointed by the

Board of Directors, two of whom are independent, all

with a one-year term of office. Among its primary du-

ties, the Committee assists the Board in analyzing the

company’s financial statements, approval of the annual

budget proposed by the Executive Board, and moni-

toring of the budget and attainment of defined targets.

Throughout the year, the Committee worked on the

revision of the Investment Policy, approval of the risk

map, and engagement of independent auditors.

At the end of 2013, the scope of work was expand-

ed and this body was renamed Committee on Fi-

nance, Auditing, Governance and Related Parties. This

change was important to assure that all proposals in-

volving transactions with related parties are approved

by this committee before being forwarded submitted

to the Board of Directors. In addition to reinforcing the

importance of the participation of independent mem-

bers, the reformulation also offers more security for

shareholders in matters involving the company’s rela-

tionship with its parent company.

Members of the Committee on Finance, Auditing, Governance and Related PartiesName Position Current term of officeAntônio Rios Full member February 07, 2016

Elcio Anibal de Lucca Full member February 07, 2016

Roberto Alvo Milosawlewitsch Full member February 07, 2016

Matters involvingrelated parties

Special committee*

If approved

The proposal must be approved

by a majority of the Board

The proposal must be approved

by unanimity of the Board

Independent members

If rejected

* Special Committee: Committee on Finance, Auditing, Governance and Related Parties

CORPORATE GOVERNANCE 20

COMMITTEE ON ETHICS

AND PEOPLE MANAGEMENT

Created in 2012 as the Human Resources Committee,

this body consists of two members appointed by the

Board of Directors for a one-year term, and has the role

of assisting in the policy on compensation of employees

and Board Members, assessment of program for devel-

oping and retaining talent, development of succession

plans, and monitoring of organizational climate surveys.

Based on reformulations made throughout the year, the

scope of this Committee was expanded, and therefore

was renamed the Committee on Ethics and People Man-

agement, bringing the Board of Directors closer to this is-

sue. Highlighted among the major accomplishments of this

Committee in 2013 are the evaluations of the executives,

revision of the benefit plan, and hiring of new executives.

Members of the Committee on Ethics and People ManagementName Position Current term of officeElcio Anibal de Lucca Full member February 07, 2016

Marco Antonio Bologna Full member February 07, 2016

Maurício Rolim Amaro Full member February 07, 2016

The reformulation of these Committees

promotes better alignment of

Multiplus’s decisions regarding strategies

ANNUAL REPORT 2013 21

AUDITSMultiplus conducts two types of audit. One is internal, which monitors the controls for the continuous improvement

of processes; and the other is external, conducted by PricewaterhouseCoopers (PwC), which analyzes all of the com-

pany’s financial statements.

RISK MANAGEMENT GRI 1.2

Multiplus monitors indicators and macroeconomic aspects in order to foresee scenarios that might impact busi-

ness results, despite not having a formalized risk management policy. This allows the company to adopt appropri-

ate policies and actions to mitigate the risks to which it is exposed, improve internal processes, improve its opera-

tions, and assure its sustainability. Among the principal risks are financial, operational, commercial and market risks.

Members of the Executive BoardName PositionRoberto Medeiros Chief Executive Officer

Jaime Augusto da Cunha Rebelo Chief Finance and IR Officer

Alexandre Moshe Parczew Chief Commercial Officer

Ricardo Birtel Chief Operating and IT Officer

The résumés of the members of the Board of Directors, Fiscal Council, Advisory Committees, and Executive Board are available at

www.pontosmultiplus.com.br/ir.

EXECUTIVE BOARDThe members of the Multiplus Executive Board are responsible for implementing the guidelines established by the

Board of Directors. As set forth in the Articles of Incorporation, the Executive Board consists of no less than two

and no more than five members, appointed and removed by the Board of Directors. All have a three-year term of

office, must reside in Brazil, and can be company shareholders.

CORPORATE GOVERNANCE 22

FINANCIAL RISKSForeign exchange risk | Because most of its contracts

for the sale of points are referenced in U.S. dollars, the

company is subject to exchange rate instability. In 2013,

it began to reference part of its costs in U.S. dollars as

well, creating a natural protection against this type of

risk and reducing the need for derivatives.

Credit risk | This risk results from cash and cash equiv-

alents, financial instruments, deposits in banks and fi-

nancial institutions, as well as exposures of credit to

customers in wholesale, retail and financial institutions,

including outstanding accounts receivable. The Depart-

ment of Finance manages risk internally based on the

Treasury Policy, which defines maximum concentra-

tions and credit risk rating.

Liquidity risk | Multiplus’s operations have a positive

impact on generation of cash, which reduces liquidity

risks. Surplus cash is invested in investment funds and

bank securities, always in compliance with the Treasury

Policy, which determines maximum and minimum allo-

cations per type of investment and maturities.

OPERATIONAL RISKSTechnological risk | Continuous investments in renew-

al and upgrades of hardware, software, processes and

people, as well as the adoption of state-of-the-art tech-

nology in its Information Technology (IT) infrastructure,

have the purpose of keeping the company protected

against this type of risk.

Fraud risk | In order to maintain the confidence of its

members and partners, Multiplus adopts a strong poli-

cy of responsibilities and rights of access to audits and

cross-references of information in its process systems.

Process risk | The impact of changes in systems and

processes in the company’s technological operations

could pose a major risk to the business. Accordingly,

the company manages account changes with rigorous

procedures for system testing and documentation.

COMMERCIAL RISKSBreakage rate | Breakage rate is the rate of expired points

that have not been redeemed by members. Part of Mul-

tiplus’s income comes from those points: if too low, the

profitability of the business is reduced; if too high, the at-

tractiveness of the network becomes impaired. The com-

pany has an area dedicated to constantly monitoring this

rate in order to keep it at a balanced level for the sustain-

ability of the business.

Competition | The Brazilian market of loyalty networks

is still new, and its development potential can attract

the attention of new players. To protect against this

risk, the company develops competitive advantages

through exclusivity clauses in agreements with part-

ners. Additionally, Multiplus has been positioning itself

as a premium company vis-à-vis the competition. At

the same time, this has a positive effect on the market

because it contributes to the dissemination of the con-

cept of customer loyalty.

A preventive approach to risk management allows Multiplus to adopt policies and procedures to mitigate risks

ANNUAL REPORT 2013 23

MARKET RISKInflation and interest rates, increased unemployment,

reduced purchasing power among the population, for-

eign exchange/fiscal policies of financial markets and

domestic capital, as well as other political, social and

economic factors that affect Brazil, all figure as market

risks that may impact the company’s performance.

Because they result in the state’s intervention in the econ-

omy, these factors cannot be controlled by the company.

However, Multiplus constantly monitors macroeconomic

aspects that may impact its activities, in order to antici-

pate scenarios for better crisis management.

ETHICAL GUIDELINESAND CODE GRI 4.4 | 4.6 | 4.8

Since its founding, Multiplus shared the Ethical Guide-

lines and Code with its parent company. In 2012, it be-

gan to issue its own document with the aim of guiding

employees and members of the Board of Directors in

adopting an ethical and responsible stance for making

decisions and conducting business. The document also

indicates the Ethics Channel, whereby employees can

submit their doubts and complaints about inappropri-

ate attitudes, anonymously and confidentially.

The Code is available at www.pontosmultiplus.com.br/ir.

The Code of Ethics guides responsible

business dealings

STRATEGY AND MANAGEMENT24

25

STRATEGY AND MANAGEMENT Multiplus defines

its strategies based on a thorough

understanding of its participation in a two-sided market

GRI 1.2

Multiplus participates in a two-sided market, in which it needs to develop relationships not

only with its network of partners but also with its member base in order to continue growing.

With this reasoning, the company defines its strategies in generating value for its partners, in

the experience offered to members, and in the return to shareholders with the aim of assuring

sustainability of the business.

OVERVIEW OF THE SECTORThe loyalty network sector consists of creating mechanisms to reward customers for recur-

rence of purchases of a particular product or service through awards, discounts or benefits.

Such programs can be divided between individual and coalition (see page 12).

When compared to markets in other countries, the customer loyalty sector in Brazil presents

opportunities to increase penetration with the maturing of the segment.

STRATEGY AND MANAGEMENT26

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Mul

tip

lus

(BR

A)

Smile

s (B

RA

)

Clu

b P

rem

ier

(ME

X)

53.8560

50

40

30

20

10

0

24.2025.27 20.90 20.48 14.43 7.28 6.31 6.08 4.83 2.40

Penetration of Loyalty Programs

Given that credit card issuing and managing companies

are the main business partners of loyalty program net-

works, the growing use of credit cards stimulates de-

mand for points. When compared to developed coun-

tries, Brazil has the potential to continue growing in the

segment with this alternative, in relation to other forms

of payment. Among the main factors contributing to

this growth, we can highlight the following: increased

wages and net income, increased access to lines of

credit, and greater acceptance of credit cards as pay-

ment in Brazilian shops and commerce in general.

The same analysis is valid for the airline industry. In a

comparison with developed countries, where the yearly

average is three trips per person, Brazil presents a per

1. Loyalty programs offered by airlines. 2. Loyalty programs developed in the retail segment.

capita average of only 0.5 trips per year. However, the

sector is expanding. In 2013, the demand for domestic

air travel increased by 1.36%, according to data released

by Brazil’s National Civil Aviation Agency (Anac).

The increased purchasing power of Brazilians in re-

cent decades has contributed to the increased of-

fer of network loyalty programs, mainly in the retail

sector, since the possibility of accumulating points

by purchasing products or services approaches the

reality of the average consumer, thereby increasing

adherence to such programs.

Improved distribution of income also drives the segment,

by allowing adherence of a greater number of consumers

to coalition networks, which bring together frequent-flyer

programs1 and frequent-shopper programs2.

Exchange rate instability presented challenges to the

loyalty program network industry in 2013. Companies

in this sector have most of their contracts for the sale

of points referenced in U.S. dollars. So with the ap-

preciation of that currency, sales of points were in-

fluenced by cost containment measures and by the

number of points generated via credit cards, since

banks also deliver points quoted in U.S. dollars to

their account holders.

The sector was also impacted by the need to reduce

costs in the financial sector. Hence, the main challenge

for the coming years will be to show the potential of

loyalty program networks so that they are not seen as

a cost, but as an investment to encourage the use of

credit cards in Brazil.

Source: MZ Consult

ANNUAL REPORT 2013 27

STRATEGIC MANAGEMENTThe diversification of the partner network allows

Multiplus points to be used in exchange for goods and

services in a wide range of economic sectors. Multiplus

also benefits from the exclusive partnership with TAM,

the only Brazilian airline with routes to several major

cities in the United States and Europe, according to

Anac. The exchange for international tickets accounts

for roughly one third of points redeemed.

In order to enhance the relationship with the partner

network, the company reformulated its sales depart-

ment in 2013 and began operating with three working

groups: the first, specializing in the business relation-

ship with TAM, its main coalition partner; the second,

focusing on the relationship with financial institutions,

major accumulation partners; and the third, focusing

on other business partners, with the aim of diversify-

ing the network.

At the end of 2013, the company had 472 partners, an

increase of 103 compared to the 369 reported in the

previous year. Among the major partnerships, Multiplus

has agreements with major credit card-issuing banks

and business partners such as TAM, Ipiranga, Livraria

Cultura, Accor, Oi, Editora Globo, Panvel, PontoFrio.

com, PBKIDS, and Netshoes, among others. In order to

assure the attractiveness of the network, the contracts

with coalition partners generally include an exclusivity

clause with a duration of two years.

Aside from the greater number of partners, the number

of members attracted by the broad offer of accumula-

tion and redemption of points also increases. More than

offering rewards in the form of products or services,

the Multiplus model seeks to provide experiences as a

means of engaging members. In the coming years, the

company plans to include new ways to redeem awards,

such as tickets to cultural events, and to operate with

customized offers to each of its members, thanks to the

current investments in business intelligence.

Consumers with high purchasing power, willing to pur-

chase products and services with higher added val-

ue, comprise a base of members able to position the

company as premium vis-à-vis its main competitors.

Multiplus ended 2013 with 12.2 million members, 11.9%

higher than in 2012.

Multiplus bases its strategies on offering

experiences to members, creating value for partners, and

return for shareholders

STRATEGY AND MANAGEMENT28

INVESTMENTSMultiplus believes that in order to continue growing, it

needs systems that are modern, secure and ready to

operate at any time of day. Therefore, most of the in-

vestments made in recent years have focused on tech-

nological improvements involving information security,

marketing and products.

In 2013, the Board of Directors – jointly with the Com-

mittee on Finance, Auditing, Governance and Related

Parties – approved the Technological Transformation

Program. Divided into three fronts expected to take

place over the next three years, the project aims to im-

prove the member’s experience and positively impact

the results of the partner network.

One of the fruits of this project was the launch of the

first version of the mobile application on the iOS plat-

form in December 2013. Through this app, members

can update their registration info, change their pass-

word, and search for network partners, plus earn and

redeem points directly on their iPhone. The main objec-

tive is to bring Multiplus closer to members’ day-to-day

routines. In December, App Store Brasil registered more

than 55,000 downloads of this app, a result that put it

in 1st place in the Travel category, and 18th in the overall

index. In 2014, the company also plans to launch a ver-

sion for the Android platform.

Improvements on the website are also part of the pro-

gram. By listening to members about the difficulties

of navigating the site, redeeming points, and check-

ing balances, Multiplus made improvements to provide

greater information security and to further facilitate the

process of updating registration info, in addition to pro-

gramming able to assimilate consumer behavior. Thus,

the homepage now spotlights products and services

based on the member’s browsing history, in order to

better reflect his or her interests. GRI 4.17

In 2013, Multiplus deployed a business intelligence

framework whereby it’s possible to store and

cross-reference information in order to understand

member behavior. Accordingly, it can offer products and

services relevant to the reality of each member, for ex-

ample, the offer of a travel package (with lodging and in-

dications of restaurants) for those who, according to the

redemption history, frequently purchase airline tickets.

In order to demonstrate the importance of its impact on

sales and recurrence of loyal customers, the company

is also investing in tools for the best performance of its

partner network. Thus, we highlight the launch of a new

website, slated for the first half of 2014, through which

it will be possible for partners to issue reports for man-

agement of results, and a mobile app to facilitate the

accumulation of points.The launch of the Multiplus mobile app in late 2013 is a result of the strategy of investment in technological solutions

ANNUAL REPORT 2013 29

INTANGIBLE ASSETS

PEOPLEMultiplus believes that its performance is a result of the

intellectual contribution of its workforce. Therefore, it

invests in the development of employees and manage-

ment of people aligned with its strategic objectives.

Since its founding, the company has always valued its

employees, and therefore has seen positive results of

commitment and performance in recent years through

the application of climate surveys and thermometers.

Because it believes that a healthy workplace is made by

healthy people, issues related to life quality were high-

lighted in internal communication activities in 2013. With

Balance Program, Multiplus carried out various initiatives

throughout the year, such as offering fruit to staff mem-

bers, implementing flextime, mapping out stress levels,

and maintaining agreements with area health clubs. The

company also adopted a new benefits package for em-

ployees, and has structured a trainee program in order to

develop and train future executives (see page 45).

Multiplus believes that

its performance is a result of

the intellectual contribution of its workforce

STRATEGY AND MANAGEMENT30

BRANDWith the aim of increasing brand visibility, Multiplus has

invested in institutional communication campaigns, no

longer working the functional discourse – “Using Multi-

plus, you can accumulate points from different loyalty

programs in one account” – and adopting the emo-

tional concept – “Points you collect, moments you will

never forget.”

In 2013, the company continued this campaign accord-

ing to its media plan, involving outlets such as television,

radio and national magazines. Concomitantly, through

digital media, a campaign more focused on measuring

performance of the site and active profiles in social me-

dia was developed as well. The company also strength-

ened its physical presence at partner establishments

through actions consistent with the purpose of offering

experiences to members (see page 33).

KNOWLEDGEIn recent years, Multiplus has been qualifying its data-

base in order to know its members better. In 2013, it de-

ployed a business intelligence framework, through which

it can store and cross-reference information in order to

carry out customized campaigns and promotions.

The new website is also heading in this direction, as it is

tailored to the interests of each member based on his/

her browsing history, highlighting the most-frequently

searched products and services. Another important

source of feedback from members is the call center,

fully launched in 2012 and subsequently enhanced

through qualification training, satisfaction surveys, and

monitoring of company managers. Multiplus also opens

dialogue on major social media (Facebook and Twitter)

in order to assure speedy customer service and clarifi-

cations of doubts.

All information referring to accumulation and redemp-

tion of points, whether online or at the main partners, is

available on panels around the head offices for constant

monitoring by employees. Thus, it’s possible to create

strategies for the best performance of Multiplus at its

business partners.

INFORMATION TECHNOLOGYModern information technology systems assure secure

operations and protection against fraud, and enable the

development of the company’s business model. Among

recent highlights of Multiplus in this area is the imple-

mentation of a second authentication factor, a process in

which the member receives, via cell phone, a confirma-

tion code to complete the redemption, thereby hinder-

ing fraudulent transactions. With the same objective, the

company reformulated the areas accessed by log-in on

the website to facilitate navigation and process of chang-

ing registration info and increasing information security.

In view of its growth, in 2013 Multiplus initiated the

Technological Transformation Project, which calls for

investments over the coming years in order to leverage

sales, recurrence, optimization of prices and manage-

ment of results.

ANNUAL REPORT 2013 31

RELATIONSHIPSGRI 4.14 | 4.15 | 4.16

Multiplus bases its relationships on the Ethical Guidelines and Code, as well as on the company’s Mission, Vision

and Values. The main publics are selected for their involvement with the company during its business activities

– its primary stakeholders. The frequency of relationship and channels of communication are described in the

following table.

By bringing together partners and mem-

bers in a coalition model, it’s paramount for

there to be constant dialogue with these

two key strategic stakeholders, whose rela-

tionship is detailed below.

Stakeholders

StakeholderRelationship

frequency Communication channels

Members Daily Multiplus website, social media, email marketing, TAM website and partner websites

Partners Daily Interaction with the Commercial area

Suppliers Daily Interaction among all areas of the company

Society and government Daily Website, annual report, and public meetings

Employees Daily Internal communication carried out by People Management area

Shareholders Daily Company website, IR website, and activities of the Investor Relations area

Press Weekly Interaction carried out by the Marketing area

Money market Daily Public meetings, teleconferences, IR website, roadshows, conferences, meetings and telephone calls

At Multiplus, the relationship

with stakeholders is guided by ethics, respect and trust

STRATEGY AND MANAGEMENT32

MEMBERSThe website is the main channel of communication

with members: it features offers and registration info,

and has a staff dedicated to answering questions re-

garding the accumulation and redemption of points.

The channel also makes available the Multiplus Regu-

lations, with the rules and conditions for participating

in the network. GRI PR3

In social media, Multiplus has over 1.3 million users on

Facebook and 7,400 followers on Twitter, with whom

it strengthens relationships, answers questions, and of-

fers a wide range of information about the network.

Every week, the company sends out emails and news-

letters with offers and promotions. Equipped with state-

of-the-art information technology systems, Multiplus

can monitor the results of these actions it conducts in

digital environments. Offline campaigns reinforce this

communication (see page 30).

In late 2013, Multiplus released the first version of an

iPhone app that aims to bring the brand closer to the

daily lives of members (see page 28). In the coming

years, the company intends to continue exploring the

potential of mobile technology based on geofencing3

as an alternative for relating to members at appropri-

ate times, for example, when passing near a store of a

partner network, informing members about sales and

promotions via cell phone.

The company also seeks to expand point redemption

options through support for cultural attractions, such

as the offering tickets to the show “Elis, The Musical,” on

tour in 2013 and 2014 in the cities of São Paulo and Rio

de Janeiro. In addition to attending the show, the offers

of tickets by redeeming points also offer backstage ac-

cess to meet the cast, which complements the experi-

ence in a way that only the redemption with Multiplus

points can provide.

Another initiative planned for the coming year is the new

mode of redemption, called Resgates Incríveis (Amazing

Redemptions). Without prior notice and with a limited

supply, redemption opportunities for differentiated prod-

ucts and unique services will be announced, such as trips

to Salvador during Carnival period, including a charter

flight and tickets to luxury boxes and trios elétricos.

The degree of member loyalty is assessed by the Net

Promoter Score® (NPS) metric. The study allows the

company to have a better understanding of the reasons

for satisfaction or dissatisfaction of the respondents, and

to identify opportunities for improvement. GRI PR5

In the coming years, Multiplus intends to continue exploring the potential of technology to offer even more experiences to members

Multiplus Fidelidade Regulations: https://www.multiplusfidelidade.com.br/regulamento/regulamento_e_termo_multiplus_fidelidade.pdf

3. Geographical area of interest.

33

PARTNERSAt the same time it seeks to provide experiences in or-

der to retain members, Multiplus works to create val-

ue for the network. Its primary marketing strategy is

to promote its business partners. All contracts are re-

viewed every two years on average, and agreements

are entered into in such a way that both parties are al-

ways benefited in the medium and long term.

The main channel of communication with this public is

carried out by the company’s sales team, which pro-

vides customer service whenever needed. Additionally,

many investments are being made in order to expand,

diversify and strengthen the network. Planned initia-

tives include the launch of a new website where one

can generate reports for better management of results,

and a mobile app geared toward partners to facilitate

the awarding of points.

In 2013, Multiplus strengthened its brand presence at

physical locations, going beyond its current online en-

vironment, through actions such as installing a con-

cept stand at Morumbi Shopping Mall in the city of São

Paulo. During the first half of August, network mem-

bers could update their registration info, get to know

the various partners in the network, and accumulate

points with an entertaining game called Junta Pontos.

The company was also one of the sponsors of Res-

taurant Week and offered redemptions of Multiplus

points for meals (both lunch and dinner) at many of

the restaurants participating in the culinary exposition.

Within two weeks of this action, 6,000 transactions

were performed.

Another major achievement in 2013 was the develop-

ment of express shops – pre-formed e-commerce struc-

tures to accelerate the addition of new partners into the

network. Thus, the process that formerly took place in

three months now takes place in just a few weeks. Aside

from contributing to the expansion of the partner net-

work, the express stores have enabled gains in scale,

since such structures are created based on a standard

model, valid for most of our partners.

The partner network is one of the

Company’s main competitive

edges

34 ECONOMIC AND FINANCIAL PERFORMANCE

3535

GROSS BILLINGSMultiplus gross billings was BRL2,009 million

through the sale of points in 2013, a 7.4% increase

compared to the previous year and 31.7% higher

than in 2011. Throughout the year, the number of

points awarded was 83.8 billion.

ECONOMIC AND FINANCIAL PERFORMANCE

The financial performance in 2013 shows that Multiplus is on

the right track in its growth trajectory

2013 2012 2011

Gross billings (BRL millions)

1,5251,8712,009

Other products Banks, retail,

industry and services TAM Linhas Aéreas

(TLA)

Composition of net revenue (BRL thousands) 2013 2012 2011

Redemption of points 1,607,865 1,425,055 1,026,456

Hedge for revenue from points (30,568) (14,433) 9,740

Breakage 242,394 214,254 318,743

Other revenue - 3,236 18,506

Gross revenue 1,821,986 1,628,143 1,373,447

Taxes and other deductions (171,176) (152,129) (126,634)

Net revenue 1,650,810 1,476,014 1,246,812

NET REVENUEIn 2013, net revenues kept up the same gro-

wth pace as the previous year, particularly

in revenue from redemption of points, with

69.6 billion points redeemed.

GRI EC1

36 ECONOMIC AND FINANCIAL PERFORMANCE

OPERATING EXPENSESIn 2013, the company recorded BRL147,650 million in

operating expenses, an amount 1.1% higher than 2012

and 56.3% than 2011. This increase reflects the expan-

sion in the work force and continuation of the invest-

ments initiated in the previous year, mainly in area of

Information Technology (see page 28).

OPERATING COSTSIn 2013, Multiplus reported operating costs of BRL1,226,551, an amount 12.1% and 45.7% higher than in 2012 and

2011, respectively. This variation is the result of growth in the total number of points redeemed in the period, as well

as contractual adjustments in the cost of airfare, and depreciation of the Brazilian Real (BRL) against the cost of

exchanges for international airfare.

NET EARNINGSIn 2013, Multiplus reported net earnings of BRL232 mil-

lion, an increase of 3.5% compared to the previous year.

With the aim of maximizing returns to shareholders, the

company paid out 100% of this result in the form of di-

vidends and interest on shareholder equity.

Operating costs (BRL thousands) 2013 2012 2011Cost of redemption of points (1,218,238) (1,092,431) (842,069)

Airline tickets (1,132,972) (1,051,856) (828,427)

Other redemptions (85,266) (40,575) (13,642)

Total amount of costs (1,226,551) (1,094,634) (842,069)

Equity in income of investments of the joint venture (8,314) (2,203) 0

Operating expenses (BRL thousands) 2013 2012 2011Shared services (4,105) (7,626) (7,626)

Personnel (44,821) (39,827) (32,638)

Sales and marketing (23,050) (22,582) (19,248)

Depreciation and amortization (8,603) (5,841) (5,022)

Other (67,070) (70,100) (29,960)

Total operating expenses (147,650) (145,976) (94,495)

ANNUAL REPORT 2013 37

Cash Flow Statement (BRL thousands) 2013 2012 2011 2010Net earnings 232,089 224,305 274,245 118,386

Depreciation/Amortization 8,603 5,841 5,022 1,091

Accounts receivable 7,349 9,019 (78,750) (68,699)

Accounts payable 70,063 (55,060) 98,305 15,727

Taxes (7,453) 3,574 9,645 (15,451)

Deferred taxes 10,037 2,531 (17,325) 7,009

Related parties (2,212) 22,461 13,281 (56,622)

Advances to suppliers (4,951) (1,458) 331,878 (331,878)

Deferred revenue and breakage liabilities 157,345 231,778 179,747 614,550

Derivatives (27,250) (15,235) 46,355 0

Other assets and liabilities 12,377 11,690 (19,612) 13,355

Equity in results of investments of the joint venture 8,314 2,203 0 0

Operating cash flow 464,311 441,649 842,790 297,468

Investment (33,461) (23,148) (26,002) (18,516)

Shareholdings

Cash flow from investments (44,489) (29,720) (26,002) (18,516)

Cost of issuance of shares 0 0 0 (23,322)

Share capital 607 9,164 (598,663) 692,384

Capital reserve 4,863 8,155 9,915 1,538

Equity valuation adjustment/hedge 24,181 (3,428) (34,211) 0

Dividends and Interest on Shareholder Equity (225,103) (413,443) (85,396) (30,256)

Cash flow from financing (195,452) (399,552) (708,355) 640,344

Cash increase (decrease) 224,370 12,377 108,434 919,296

Adjusted cash increase (decrease)* 453,817 418,113 460,615 589,046

Initial cash 1,040,106 1,027,730 919,296 0

Final cash 1,264,476 1,040,106 1,027,730 919,296

* Reflects the best operations of the Company because it excludes the effects of dividends, interest on shareholder equity and changes in prepaid expenses and capital. Thus, BRL71.3 million relating to early settlement to suppliers were excluded from 2012 and included in 2013.

CASH FLOW

38 ECONOMIC AND FINANCIAL PERFORMANCE

Personnel Taxes and contributions Remuneration of third party capital Remuneration of shareholder equity

DAV ANALYSISThe added value for the year totaled BRL558.67 million, which represents a

9.7% increase over 2012 and a 2.7% increase over 2011. For shareholders, Multi-

plus generated 26.8% of added value generated. We also highlight the equili-

brium of distributions of the amounts to employees and federal/local govern-

ments in the form of taxes and contributions.

Distribution of Added Value (BRL thousands) 2013 2012 2011

Total added value to distribute 588,669 536,689 573,155

Personnel 39,122 35,218 29,744

Direct remuneration 34,502 31,758 27,630

Benefits 2,718 2,019 1,171

Government Severance Indemnity Fund for Employees - FGTS 1,902 1,441 943

Taxes and contributions 293,674 272,801 260,929

Federal 293,552 272,482 260,542

Municipal 122 319 387

Remuneration of third party capital 23,784 4,365 8,236

Interest 19,694 2,663 6,889

Rent 4,090 1,702 1,347

Other - - -

Remuneration of shareholders’ equity 232,089 224,305 274,246

Dividends 149,745 146,810 46,577

Interest on shareholder equity 8,222 8,526 22,092

Establishment of statutory provision 121 1,833 -

Fiscal year earnings retained 74,001 67,136 205,577

7%39%

4%

50%

DAV 2013

6%42%

1%

51%

DAV 2012

5%48%

1%

46%

DAV 2011

39

OPERATIONAL PERFORMANCEMultiplus ended year 2013 with 12.2 million members and 472 partners. This represents an increase of 11.9% and

27.9%, respectively, compared to the previous year. Among prominent new partnerships are Netshoes and PBKIDS,

which contributed to the increase in non-airfare redemptions, which reached 9.2%.

Operational information 2013 2012 2011Members (millions) 12.2 10.9 9.4

Partnerships (units) 472 369 190

Points issued (millions) 83.8 85.2 76.2

TAM Linhas Aéreas (TLA) 16.3 17.4 20.2

Banks, retail, industry and services 67.4 67.7 55.9

Other products -

Points redeemed (millions) 69.6 65.9 49.8

Airline tickets 63.2 62.3 48.7

Other products and services 6.4 3.5 1.1

Breakage rate (%) 18.5 21.0 24.1

Number of employees 183* 150 109

In 2013, Multiplus grew not only in the

partner network but also in the member base

* Those of the second half of December were also recorded.

40 ECONOMIC AND FINANCIAL PERFORMANCE

CAPITAL MARKETThrough public and in-house mee-

tings, teleconferences, the IR web-

site, roadshows, conferences and

calls, the Investor Relations area

carries out communication bet-

ween Multiplus and capital mar-

kets periodically disclosing perfor-

mance, results, and relevant facts

about the company. In 2013, over

1,300 contacts were made.

ANNUAL REPORT 2013 41

SHARE PERFORMANCEThe principal parent company is TAM S.A., which holds 72.85% of the shares of Multiplus. The other 27.15% are

part of the Brazil Index (IBrX-100) and are traded on the Novo Mercado index of the São Paulo stock exchan-

ge – BM&FBovespa (code: MPLU3). At the end of 2013, MPLU3 shares were quoted at BRL29.92, a decrease

of 37.2% compared to the 17.4% devaluation of the Bovespa index. Nonetheless, shares of Multiplus have accu-

mulated a 129.1% appreciation since the beginning of the stock offer period. The average trading volume was

approximately BRL20.7 million per day.

SHAREHOLDER REMUNERATIONIn 2013, Multiplus distributed BRL232 million to its sharehol-

ders, in dividends and interest on equity, a payout of nearly

100%. This amount is higher than in 2012, when a total amou-

nt of BRL222 million was disbursed. BRL232 million was distributed in the form of dividends and

interest on equity

Average daily volume market maker (BRL millions) Quotation of the last day of month (BRL)

15

4 6

2 2 5

7 10 11

13

8 6 10 9

19

8 8 6

13 11 8 8 9

11

15

10 13

33

20 16 15 16

18 18 15 17

26

49

23

19

14 11

22

12 12

24

13

14.9

15.2

6

16.6

5

15.4

3

15.7

6

17.5

5

19.1

4 22.5

9

23.8

28.4

1

27.8

7

25.7

5

23.7

5

24.2

7

27.0

6

27.0

1

25.7

9

25.4

9

25.3

2

24.8

27.5

30.0

6

30.7

1

29.2

6 34.5

9

37.6

41.3

44.4

5

47.1

7

49.4

5

43.2

40.5

47.1

9

49.5

47.7

2

42.8

36.8

5

29.8

32.8

4 36.7

32.5

6

30.8

7

23.5

6

25.8

27.7

5

29.3

29.9

2

Feb-

10

Mar

-10

Apr

-10

May

-10

Jun-

10

Jul-1

0

Aug

-10

Sep

-10

Oct

-10

Nov

-10

Dec

-10

Jan-

11

Feb-

11

Mar

-11

Apr

-11

May

-11

Jun-

11

Jul-1

1

Aug

-11

Sep

-11

Oct

-11

Nov

-11

Dec

-11

Jan-

12

Feb-

12

Mar

-12

Apr

-12

May

-12

Jun-

12

Jul-1

2

Aug

-12

Sep

-12

Oct

-12

Nov

-12

Dec

-12

Jan-

13

Feb-

13

Mar

-13

Apr

-13

May

-13

Jun-

13

Jul-1

3

Aug

-13

Sep

-13

Oct

-13

Nov

-13

Dec

-13

42 DESEMPENHO SOCIOAMBIENTAL

43

Multiplus is a pioneer in the model of

coalition networks in Brazil, and works with

transparency regarding its business drivers in

everything it does

Multiplus understands the importance of engaging its employees in environmen-

tal issues. By involving the workforce and the community, the company has been

working for the continuous improvement of a healthy work environment, able to

generate positive results for society and the environment.

MULTIPLYING TALENTSWith the vision that together they can do more, Multiplus employees already

comprise a group of 206 professionals: 183 hired under the Consolidated Labor

Laws (CLT) and 23 trainees, all located in the city of São Paulo. In 2013, there

were 30 terminations, which resulted in a turnover rate of 18%, a number below

the market average. GRI LA1 | LA2

SOCIAL & ENVIRONMENTAL PERFORMANCE

Number of employees per job category

Category 2013 2012 2011Total Men Women Total Men Women Total Men Women

Analyst 110 43 67 90 28 62 65 21 44

Specialist 25 15 10 24 15 9 11 5 6

Coordinator 25 12 13 16 7 9 17 6 11

Manager 20 12 8 16 9 7 12 7 5

Director 3 3 - 4 4 - 4 4 -

Total 183* 85 98 150 63 87 109 43 66

* Employees of the second half of December were also recorded.

GRI LA1

2011 2012 2013

Turnover by age

20 to 30 years

20 to 30 years

20 to 30 years

31 to 40 years

31 to 40 years

31 to 40 years

41 to 50 years

41 to 50 years

41 to 50 years

51 to 60 years

51 to 60 years

51 to 60 years

2% 3% 2%0% 0% 0%8% 11% 8%4% 8% 7%

GRI LA2

2011 2012 2013

13% 13% 10%4% 9% 6%

Turnover by gender

WomenMen

44 SOCIAL & ENVIRONMENTAL PERFORMANCE

ANNUAL REPORT 2013 45

Benefits offered to employees GRI LA3

• Actions of recognition and celebration

• Medical plan • Dental plan• Agreements with

MBA programs• Discounts on TAM

airline tickets • Flextime• Individual Development

Plan – career and training• Private pension• Structured process for

performance management and meritocracy

• Quality of Life program• Annual variable

remuneration linked to performance

• Parking allowance/transportation vouchers

• Allowance for the practice of team sports

• Meal tickets

Multiplus adopts a remuneration poli-

cy in accordance with current laws and

market practices. In 2013, the benefit

plan was revised to offer better quality of

life for employees (see the figure, oppo-

site). In 2013, 69 employees contributed

to the Private Pension Plan (Bradesco)

offered by Multiplus, with the employee

contribution from 1% to 12% of gross sal-

ary and company contribution from 1%

to 5%. Everyone has equal rights to ben-

efits, with the exception of trainees, who

are governed in accordance with the In-

ternship Act. GRI EC3 | LA3

To address the shortage of profes-

sionals on the market, especially in the

areas of Customer Relationship Man-

agement (CRM) and Pricing, an intern-

ship program was established in 2013.

Young people who are starting a career

at Multiplus are prepared to become

regular, full-time staff members in the

future, in order to join the company al-

ready familiar with its culture. Multiplus

is also committed to the development

of the other end of the spectrum: a

corporate university model guides pro-

fessionals in conducting their careers

within the company.

Courses, lectures, trainings and work-

shops motivate employees to get to

know the different business segments

of our partners and develop skills for

better professional and personal per-

formance. All accomplished through

dynamic integration and by promot-

ing the exchange of knowledge among

professionals from different areas of

the company. The principal training

courses held during the year were:

New Manager Development Program,

Development of Skills, Systemic Vision

Training, Business Training on CRM and

the Financial, Legal and Investor Rela-

tions areas, and workshops on Perfor-

mance Evaluation and Compliance.

Average hours of training per employeeJob category 2013 2012 2011Analyst 21.8 35.8 37.8

Specialist 25 45.4 33.4

Coordinator 18.7 18.8 129.9

Manager 37.1 13.4 53.55

Director 16.5 2.0 2.0

Total 23.82 23.08 51.33

GRI LA10

46

Another highlight during the year was the restructuring of the jobs and salaries model, which provided a better defi-

nition of roles and responsibilities, and has strengthened recognition through meritocracy. Accordingly, the company

used the points-based methodology of the Hay Group consulting firm, which allows a fair evaluation of each position,

thereby eliminating any distinctions between men and women. In 2013, the lowest monthly salary paid by Multiplus

was BRL1,231.47, roughly 50% higher than the minimum wage established by law in the state of São Paulo. GRI EC5 | LA14

Ratio of base-salary between men and women (in BRL)

Job category2013 2012 2011

Analyst 0.82 0.66 0.73

Specialist 0.83 1.00 0.78

Coordinator 0.92 1.01 0.85

Manager 0.92 0.91 0.84

Director - - -

Remuneration practices at Multiplus are

based on merit

GRI LA14

ANNUAL REPORT 2013 47

The performance of all employees is evaluated every

semester through two stages: self-evaluation and eval-

uation by one’s immediate superior, which are impor-

tant to assure alignment of expectations and provide

conditions for the employees to plan their careers with-

in the company. GRI LA12

Communication with the work force takes place con-

stantly through email and newsletters from the People

Management area, which also develops actions aligned

to Multiplus’ values. During children’s month, for exam-

ple, the company held a videogame tournament as a

way to celebrate the new partnership with Netshoes

and PBKIDS, and to promote fun and integration among

employees. GRI 4.16

Promoting quality of life is becoming increasingly prom-

inent in Multiplus’ internal communication. Created in

2012, the Balance Program, with the slogan “Exercise

your body. Strengthen your mind,” develops initiatives

aimed at health and well-being, for example, offering fruit

for employees to snack on at the office, implementing

flextime, mapping out stress levels, workplace exercises,

and incentives to practice team sports, among others. In

2013, the company continued the initiatives developed in

the previous year, and also developed new actions such as

regular medical check-ups for all employees, and lectures

such as the one given by Weight Watchers on healthy eat-

ing. More than promoting health and well-being within the

work environment, the program seeks to raise awareness

about the proper balance between professional and per-

sonal life, equality of opportunities among people, and

the importance of family. Therefore, the company en-

courages volunteerism, offers medical assistance to em-

ployees’ families, and promotes cultural activities such

as the Multiplus library, which has books and periodicals

available to employees. GRI LA8

The results of these actions can be seen in climate sur-

veys and thermometers, applied each year by Multiplus.

In 2013, the company began to adopt the methodology

of the Great Place to Work Institute. Throughout the year,

the Personnel Management area accompanied all compa-

ny divisions with aim objective of identifying opportuni-

ties for improving commitment. As a main result, Multiplus

conquered 80% engagement of the work force.

Some highlights on the climate at Multiplus

94%The company demonstrates concern for

the health of employees

at work

92%I would

recommend this company to my family or friends as a good place

to work

90%When one joins this company,

people make you feel welcome

90%When people change jobs

or area, the company

quickly makes them feel at home

90%Taking

everything into account, I would say

this is an excellent

place to work

96%We always celebrate

special events

95%This is a

relaxed place to work

92%This is a friendly place to

work

SOCIAL-ENVIRONMENTAL RESPONSIBILITYIn order to align actions geared toward the environment, volunteer work, and ap-

plication of Incentive Laws to Multiplus’ Values, in 2013 the Social Responsibility

Program was launched. Throughout the year, various initiatives were highlighted:

the company partnered with recognized entities of the volunteer sector, such as

the Ayrton Senna Institute, Make a Wish Brasil, Hope House, Doctors of Joy, and

SOS Atlantic Forest. Thus, members have the option to donate, through points,

to these entities.

The Balance Program carries out actions to engage employees in social causes.

At Christmas time, each employee was able to sponsor needy children from two

institutions to donate clothing and toys. Multiplus also promoted blood drives,

food drives and, during the coldest times of year, winter-clothing drives.

In partnership with the Ayrton Senna Institute, the “Awesome Chat” was held

with economist and education expert, Gustavo Ioschpe, about the panorama

of education in Brazil and the importance of contributing, whether by donating

points or through volunteer work.

In 2013, through application of the Incentive Laws, the company earmarked a

total of BRL2,377 to support various causes and initiatives (see the highlights on

this page). GRI EC1

Total donations in 2013

(BRL thousands) based on

Incentive Laws

National Fund for the Elderly

120National Program

for Support of Health Care for People with Disabilities

(Pronas)

120

Cultural and artistic

sponsorships

1,800

Fund for the rights of children and

adolescents

120

National Oncology Support

Program (Pronon)

120

Sponsorship of incentives

for sports

97

Total2,377

ANNUAL REPORT 2013 49

GRI EN4 GRI EN8

Total amount of electricity consumed (kWh)

Total amount of water consumed (m3)

2011 2012 2013

335,448290,021263,827

2011 2012 2013

3,409.291,198.551,131.07

Some of the most outstanding among the main pro-

jects assisted are actions of institutions such as the

Support Group for Children and Adolescents with

Cancer (GRAAC) for nutrition care, in order to reduce

mortality rates and clinical complications during and

after cancer treatment; the Barretos Cancer Hospital,

which provides medical care and carries out clinical,

epidemiological and experimental research; and the

Olga Kos Institute of Cultural Inclusion, offering kara-

te classes to children with Down syndrome.

In 2014, the company intends to invest resources of

the Incentive Laws in projects consistent with the val-

ues of Multiplus, as well as conduct annual campaigns

to encourage redemption for partners in the volunteer

sector, and engage employees in community-support

actions, in addition to its intention to sign the Glob-

al Compact proposed by United Nations (UN) in the

coming years.

ENVIRONMENTALAs most of its activities are geared toward the areas of

marketing and information technology, Multiplus does

not generate negative impacts on the environment.

However, it understands the importance of a concern

for environmental issues.

In 2013, with the higher number of employees, reforms

for moving to new headquarters and a larger physical

structure, Multiplus increased its consumption of water

and electricity. However, the company took the oppor-

tunity of changing addresses to intensify actions that

seek to engage the workforce on topics such as waste

recycling and responsible use of resources such as pa-

per, water and electricity.

One example was the adoption of double-sided print-

ing as the default configuration, and installation of new

software for print management, whereby copies start to

be processed only after entering a password in the print-

er. In addition to preserving the confidentiality of docu-

ments, such changes help reduce paper consumption.

Multiplus intensifies actions that seek to

engage the workforce on topics such as

waste recycling and responsible use of

resources such as paper, water and electricity

50

GRI 2.4

Ibase Social Balance Sheets + NBCT 151 – Calculation basis 2013 – R$ thousand 2012 – R$ thousand

Net Revenues (NR)  1,650,810  1,476,014

Operating Income (OI)  276,609  235,404

Gross Payroll (GPR)  45,120,523  34,525,013

Total Value Added (TVA)  588,669  536,689

2 – Internal Social Indicators R$ thousand % over GPR

% over NR

% over TVA R$ thousand % over

GPR% over

NR% over

TVA

Meals  1,184,652  2.63  71.76  201.24  787,187  2.28  53.33  146.67

Compulsory social charges  7,737,936  17.15  468.74  1,314.48  6,117,857  17.72  414.49  1,139.93

Private pension  373,538  0.83  22.63  63.45  339,857  0.98  23.03  63.32

Health  520,205  1.15  31.51  88.37  107,982  0.31  7.32  20.12

Occupational health and safety  10,746  0.02  0.65  1.83  5,150  0.01  0.35  0.96

Education  0  0.00  0.00  0.00  0  0.00  0.00  0.00

Culture  0  0.00  0.00  0.00  0  0.00  0.00  0.00

Professional training and development  557,645  1.24  33.78  94.73  761,862  2.21  51.62  141.96

Daycare or daycare assistance  18,493  0.04  1.12  3.14  0  0.00  0.00  0.00

Sport  3,935  0.01  0.24  0.67  3,101  0.01  0.21  0.58

Profit-sharing  7,749,170  17.17  469.42  1,316.39  5,707,656  16.53  386.69  1,063.49

Transportation  79,759  0.18  4.83  13.55  39,606  0.11  2.68  7.38

Others  41,980  0.09  2.54  7.13  0  0.00  0.00  0.00

Total – Internal social indicators  18,278,059  40.51  1,107.22  3,104.98  13,870,258  40.17  939.71  2,584.41

3 – External Social Indicators R$ thousand % over OI

% over NR

% over TVA R$ thousand % over

OI% over

NR% over

TVA

Education  0  0.00  0.00  0,00  0  0.00  0.00  0.00

Culture  900,000  325.37  54.52  152,89  1,500,000  637.20  101.63  279.49

Health and sanitation  360,000  130.15  21.81  61,15  15,000  6.37  1.02  2.79

Sports  217,302  78.56  13.16  36,91  0  0.00  0.00  0.00

Fight against hunger and food security  0  0.00  0.00  0,00  0  0.00  0.00  0.00

Sector indicator  0  0.00  0.00  0,00  0  0.00  0.00  0.00

Others  0  0.00  0.00  0,00  0  0.00  0.00  0.00

Total contributions to society  1,477,302  534.08  89.49  250,96  1,515,000  643.57  102.64  282.29

Taxes (excluding social charges)  202,482,303  73,201.63  12,265.63  34,396.63  182,256,635  77,422.91  12,347.89  33,959.45

Total – external social indicators  203,959,605  73,735.71  12,355.12  34,647.59  183,771,635  78,066.49  12,450.53  34,241.74

ANNUAL REPORT 2013 51

4 – Environmental indicators R$ thousand

% over OI

% over NR % over TVA R$

thousand% over

OI% over

NR% over

TVA

4.1 – Investments related to the production/operation of the company

Land expropriation  0  0.00  0.00  0.00  0  0.00  0.00  0.00

Liabilities and environmental contingencies  0  0.00  0.00  0.00  0  0.00  0.00  0.00

Technological and industrial development program  0  0.00  0.00  0.00  0  0.00  0.00  0.00

Energy conservation  0  0.00  0.00  0.00  0  0.00  0.00  0.00

Environmental education  0  0.00  0.00  0.00  0  0.00  0.00  0.00

Sector indicator  0  0.00  0.00  0.00  0  0.00  0.00  0.00

Others  0  0.00  0.00  0.00  0  0.00  0.00  0.00

Total investment related to the operation/production of the company  0  0.00  0.00  0.00  0  0.00  0.00  0.00

4.2 – Investment in external programs and/or projects

Environmental education projects in communities

Preservation and/or revitalization of degraded environments  0  0.00  0.00  0.00  0  0.00  0.00  0.00

Others  0  0.00  0.00  0.00  0  0.00  0.00  0.00

Total investments in external programs and/or projects 0  0.00  0.00  0.00 0  0.00  0.00  0.00

Total environmental investment (4.1 + 4.2) 0  0.00  0.00  0.00 0  0.00  0.00  0.00

Distribution of environmental investment R$ thousand % over total R$ thousand % over total

Total investment in environmental prevention activities 0 NaN  0 NaN

Total investment in environmental maintenance activities 0 NaN  0 NaN

Total investment in environmental compensation activities 0 NaN  0 NaN

Number of environmental, administrative and legal claims filed against the company: 0 0

Total fines and indemnifications judicially or administratively determined for environmental matters: 0 0

With regard to the establishment of annual goals for the minimizing of residues, the general consumption in production/operations to increase efficiency in the use of natural resources, the company:

(X) Does not have goals( ) Fulfilled 0% to 50%

( ) Fulfilled 51 % to 75%( ) Fulfilled 76% to 100%

(X) Does not have goals( ) Fulfilled 0% to 50%

( ) Fulfilled 51% to 75%( ) Fulfilled 76% to 100%

52 BALANÇO SOCIAL IBASE + NBCT 15

5 – Workforce Indicators 2013 – In units

2012 – In units

Number of employees at the end of the period  183  150

Number of new hires in the period  76  54

Number of dismissals in the period  30  31

Number of outsourced employees  0  0

Number of interns  23  3

Number of employees over 45  4  0

Number of employees by age group:

under 18  0  0

from 18 to 35  148  116

from 36 to 45  31  28

from 46 to 60  4  6

over 60  0  0

Number of employees by education level:

illiterate  0  0

elementary education  0  0

high school education  5  14

higher education  144  100

postgraduate  34  36

Number of women working at the company  98  87

Percentage of management positions held by women  44  49

Number of men working at the company  85  63

Percentage of management positions held by men  56  51

Number of blacks working at the company  1  1

Percentage of management positions held by blacks  0  0

Number of handicapped or special-needs employees  1  1

Gross remuneration by employment category:

employees  35,652,932  24,193,899

managers  9,467,591  10,331,113

Difference between the lowest salary paid in the company and the minimum wage (national or regional):

Difference between the lowest salary paid in the company and the minimum wage (%)  170  159

ANNUAL REPORT 2013 53

6 – Relevant corporate citizenship information 2013 2012

Ratio of highest to lowest salary at the company (%) 9.333  8.438

Total on-the-job accidents 0 0

The social and environmental projects implemented by the company were decided upon by:

( ) Directors( ) Directors and management

(X) All staff

( ) Directors( ) Directors and management

(X) All staff

The risk and security standards in the workplace were decided upon by:

( ) Directors and management( ) All staff

(X) All staff + CIPA

( ) Directors and management( ) All staff

(X) All staff + CIPA

With regard to labor unions, right for collective bargaining and internal representation of workers, the company:

( ) Does not get involved( ) Follows ILO rules

(X) Encourages and follows ILO

( ) Does not get involved( ) Follows ILO rules

(X) Encourages and follows ILO

Private pension arrangements contemplate:( ) Directors

( ) Directors and management(X) All staff

( ) Directors( ) Directors and management

(X) All staff

Profit-sharing contemplates:( ) Directors

( ) Directors and management(X) All staff

( ) Directors( ) Directors and management

(X) All staff

Regarding the selection of suppliers, the same ethical and social and environmental responsibility standards adopted by the company:

( ) Are not considered( ) Are suggested

(X) Are required

( ) Are not considered( ) Are suggested

(X) Are required

Regarding the participation of employees in volunteer activities, the company:

( ) Does not get involved( ) Supports

(X) Organizes and encourages

( ) Does not get involved( ) Supports

(X) Organizes and encourages

Total number of consumer complaints and criticism:To the company: 35,459

To Procon: N.D.To the Courts: 179

To the company: 28,177To Procon: N.D.

To the Courts: 213

Percentage of the complaints and criticism responded to or resolved: To the company: 99.9

To Procon: 100To the Courts: 100 

 To the company: 99.4To Procon: 100

To the Courts: 100Number of fines and indemnities to clients, as determined by consumer protection and defense agencies or by court order:

To Procon: N.D.To the Courts: 23,000

To Procon: N.D.To the Courts: 5,000

Actions taken by the Company to eliminate or minimize the causes of the complaints:

The company is focused on improving members’ experience, and works with con-

stant improvement plans, encompassing communication, simplification of process-es, new functionalities, and new products.

The company is focused on improving members’ experience, and works with

constant improvement plans, encompassing communication, simplification of processes,

new functionalities, and new products.

Number of labor suits filed:

brought against the company 0 0

found to have grounds 0 0

found to be without grounds 0 0

Total amount of indemnifications and fines paid by Court order:  23,000  5,000

Total value added for distribution (R$ thousand):  588,669  536,689

Distribution of Value Added (DVA): R$ thousand % over total R$ thousand % over total

Government  293,674  49.89  272,801  50.83

Employees  39,122  6.65  35,218  6.56

Shareholders  157,967  26.83  155,336  28.94

Third Parties  23,784  4.04  4,365  0.81

Retained  74,122  12.59  68,969  12.85

7 – Other information

The following should be clarified: 1) The number shown under “total number of complaints and criticisms from consumers” includes the Consumer Protection Agency (Procon) and Courts of Law. It is noteworthy that 100% of the complaints or criticisms are attended to by the companies, whether at the adminis-trative or judicial level. Based on the opinion of the Company’s legal advisors, the claims were classified as possible, therefore no provision is required. The Company does not have any labor-related claims. 2) Board members were not considered in the number of employees at the Company.

54

GRI Index GRI 3.12

Profile indicatorsStrategy and analysis AR's pages FSs' pages

1.1 Statement from the most senior decision-maker of the organization about the relevance of sustainability to the organization and its strategy. 6 and 7

1.2 Description of key impacts, risks and opportunities. 6 and 7; 21 to 23; 25 to 33 27 to 31

Organization profile AR's pages FSs' pages2.1 Name of the organization. 9 to 13 17

2.2 Primary brands, products, and/or services. 11 17

2.3 Operational structure of the organization, including main divisions, operating companies, subsidiaries and joint ventures. 11 18

2.4 Location of organization’s headquarters. 61 17

2.5 Number of countries where the organization operates, and names of countries with either major operations or that are specifically relevant to the sustainability issues covered in the report. 9 to 13

2.6 Nature of ownership and legal form. 9 to 13 17

2.7 Markets served (including geographic breakdown, sectors served, and types of customers/beneficiaries). 9 to 13 55

2.8Scale of the reporting organization, including: a) number of employees, b) number of operations, c) net sales or net revenues, d) total capitalization broken down in terms of debt and equity and e) Quantity of products or services provided.

9 to 13 55 to 57

2.9 Significant changes during the reporting period regarding size, structure, or ownership. 11

2.10 Awards received in the reporting period. 2

Report parameters AR's pages FSs' pages3.1 Reporting period (e.g., fiscal/calendar year) for information provided. 5

3.2 Date of most recent previous report (if any). The last report was published in 2013

3.3 Reporting cycle (annual, biennial, etc.) 5

3.4 Contact point for questions regarding the report or its contents. 5

3.5

Process for defining report content, including: a) determining materiality, b) prioritizing topics within the report, and c) identifying stakeholders the organization expects to use the report. Include an explanation of how the organization has applied the guidance on defining report content, the associated principles and the technical protocol (Applying the Report Content Principles).

5

3.6 Boundary of the report (countries, divisions, subsidiaries, leased facilities, joint ventures, and suppliers). 5

3.7 State any specific limitations on the scope or boundary of the report. 5

3.8 Basis for reporting on joint ventures, subsidiaries, leased facilities, outsourced operations, and other entities that can significantly affect comparability from period to period and/or between organizations. 5

3.9 Data measurement techniques and the bases of calculations, including assumptions and techniques underlying estimations applied to the compilation of the indicators and other information in the report. 5 18

3.10Explanation of the effect of any re-statements of information provided in earlier reports, and the reasons for such re-statement (mergers or acquisitions, change of base years or periods, nature of business, and measurement methods).

None .

3.11 Significant changes from previous reporting periods in the scope, boundary, or measurement methods applied in the report. 5

3.12 Table identifying the location of the standard disclosures in the report. 50 to 56

3.13 Policy and current practice with regard to seeking external assurance for the report. 5 4 and 5

ANNUAL REPORT 2013 55

Governance, commitments and engagement AR's pages FSs' pages

4.1

Governance structure of the organization, including committees under the highest governance body responsible for specific tasks, such as setting strategy or organizational oversight. Describe the mandate and composition (including number of independent members and/or nonexecutive members) of the highest governance body and its committees, and indicate each individual’s position and any direct responsibility for economic, social, and environmental performance. Report the percentage of individuals by gender within the organization’s highest governance body and its committees, broken down by age group and minority group membership and other indicators of diversity.

16 to 23

4.2 Indicate whether the chair of the highest governance body is also an executive officer (and, if so, their function within the organization’s management and the reasons for this arrangement). 18

4.3

For organizations that have a unitary board structure, state the number of members of the highest governance body that are independent and/or non-executive members. State how the organization defines ‘independent’ and ‘non-executive’. This element applies only for organizations that have unitary board structures.

18 55

4.4 Mechanisms for shareholders and employees to provide recommendations or direction to the highest governance body. 17 and 23

4.5Linkage between compensation for members of the highest governance body, senior managers, and executives (including departure arrangements), and the organization’s performance (including social and environmental performance).

Partial, 15 38

4.6 Processes in place for the highest governance body to ensure conflicts of interest are avoided. 23

4.7 Process for determining the composition, qualifications and expertise of the members of the highest governance body and its committees, including any consideration of gender and other indicators of diversity. Partial, 18

4.8 Internally developed statements of mission or values, codes of conduct, and principles relevant to economic, environmental, and social performance and the status of their implementation. 3 and 23

4.9Procedures of the highest governance body for overseeing the organization’s identification and management of economic, environmental, and social performance, including relevant risks and opportunities, and adherence or compliance with internationally agreed standards, codes of conduct, and principles.

Partial. 18. Does not include social-environmental.

4.10 Processes for evaluating the highest governance body’s own performance, particularly with respect to economic, environmental, and social performance.

Partial. There is no process for self-evaluation.

4.11 Explanation of whether and how the precautionary approach or principle is addressed by the organization. Not applicable to the company’s business.

4.12 Externally developed economic, environmental, and social charters, principles, or other initiatives to which the organization subscribes or endorses. None.

4.13

Memberships in associations (such as industry associations) and/or national/international advocacy organizations in which the organization: a) has positions in governance bodies, b) participates in projects or committees, c) provides substantive funding beyond routine membership dues or d) views membership as strategic.

Union of Employees of Autonomous Trade Agents;

Advisory, Analysis, Information and Research Firms; and

Accounting Firms of the State of São Paulo..

4.14 List of stakeholder groups engaged by the organization. 31 to 33

4.15 Basis for identification and selection of stakeholders with whom to engage. 31 to 33

4.16 Approaches to stakeholder engagement, including frequency of engagement by type and by stakeholder group. 31 to 33 and 47

4.17 Key topics and concerns that have been raised through stakeholder engagement, and how the organization has responded to those key topics and concerns. 15 and 28

GRI INDEX56

Economic performance indicatorsAspect: Economic performance AR's pages FSs' pages

Core EC1Direct economic value generated and distributed, including revenues, operating costs, employee compensation, donations, and other community investments, retained earnings, and payments to capital providers and governments.

2; 35 to 41 and 48 14 to 16

Core EC2 Financial implications and other risks and opportunities for the organization’s activities due to climate change.

Not reported.

Core EC3 Coverage of the organization’s defined benefit plan obligations. 45 51Core EC4 Significant financial assistance received from government. Not reported.

Aspect: Market presence AR's pages FSs' pages

Additional EC5 Range of ratios of standard entry level wage by gender compared to local minimum wage at significant locations of operation.

46

Core EC6 Policy, practices, and proportion of spending on locally-based suppliers at significant locations of operation.

Not reported.

Core EC7 Procedures for local hiring and proportion of senior management hired from the local community at locations of significant operation.

Not reported.

Aspect: Indirect economic impacts AR's pages FSs' pages

Core EC8 Development and impact of infrastructure investments and services provided primarily for public benefit through commercial, in-kind, or pro bono engagement.

Not reported.

Additional EC9 Understanding and describing significant indirect economic impacts, including the extent of impacts.

Not reported.

Environmental performance indicators Aspect: Materials AR's pages FSs' pagesCore EN1 Materials used by weight or volume. Not reported.

Core EN2 Percentage of materials used that are recycled input materials Not reported.

Aspect: Energy AR's pages FSs' pagesCore EN3 Direct energy consumption by primary energy source. Not reported.

Core EN4 Indirect energy consumption by primary source. 49

Additional EN5 Energy saved due to conservation and efficiency improvements. Not reported.

Additional EN6 Initiatives to provide energy-efficient or renewable energy based products and services, and reductions in energy requirements as a result of these initiatives.

Not reported.

Additional EN7 Initiatives to reduce indirect energy consumption and reductions achieved.Aspect: Water AR's pages FSs' pagesCore EN8 Total water withdrawal by source. 49

Additional EN9 Water sources significantly affected by withdrawal of water. Not reported.

Additional EN10 Percentage and total volume of water recycled and reused. Not reported.

ANNUAL REPORT 2013 57

Aspect: Biodiversity AR's pages FSs' pages

Core EN11 Location and size of land owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas.

Not reported.

Core EN12 Description of significant impacts of activities, products, and services on biodiversity in protected areas and areas of high biodiversity value outside protected areas.

Not reported.

Additional EN13 Habitats protected or restored. Not reported.

Additional EN14 Strategies, current actions, and future plans for managing impacts on biodiversity. Not reported.

Additional EN15 Number of IUCN Red List species and national conservation list species with habitats in areas affected by operations, by level of extinction risk.

Not reported.

Aspect: Emissions, effluents and waste AR's pages FSs' pagesCore EN16 Total direct and indirect greenhouse gas emissions by weight. Not reported.

Core EN17 Other relevant indirect greenhouse gas emissions by weight. Not reported.

Additional EN18 Initiatives to reduce greenhouse gas emissions and reductions achieved. Not reported.

Core EN19 Emissions of ozone-depleting substances by weight. Not reported.

Core EN20 NOx, SOx, and other significant air emissions by type and weight. Not reported.

Core EN21 Total water discharge by quality and destination. Not reported.

Core EN22 Total weight of waste by type and disposal method. Not reported.

Core EN23 Total number and volume of significant spills. Not reported.

Additional EN24Weight of transported, imported, exported, or treated waste deemed hazardous under the terms of the Basel Convention – Annex I, II, III, and VIII –, and percentage of transported waste shipped internationally.

Not reported.

Additional EN25Identity, size, protected status, and biodiversity value of water bodies and related habitats significantly affected by the reporting organization’s discharges of water and runoff.

Not reported.

Aspect: Products and services AR's pages FSs' pages

Core EN26 Initiatives to mitigate environmental impacts of products and services, and extent of impact mitigation.

Not reported.

Core EN27 Percentage of products sold and their packaging materials that are reclaimed by category.

Not reported.

Aspect: Compliance AR's pages FSs' pages

Core EN28 Monetary value of significant fines and total number of non-monetary sanctions for non-compliance with environmental laws and regulations.

Not reported.

Aspect: Transport AR's pages FSs' pages

Additional EN29Significant environmental impacts of transporting products and other goods and materials used for the organization’s operations, and transporting members of the workforce.

Not reported.

Aspect: Overall AR's pages FSs' pagesAdditional EN30 Total environmental protection expenditures and investments by type. Not reported.

GRI INDEX58

Labor practices and decent work performance indicatorsAspect: Employment AR's pages FSs' pages

Core LA1 Total workforce by employment type, employment contract, and region, broken down by gender.

43 and 44

Core LA2 Total number and rate of new employee hires and employee turnover by age group, gender, and region.

43 and 44

Additional LA3 Benefits provided to full-time employees that are not provided to temporary or part-time employees, by major operations.

45 51

Core LA15 Return to work and retention rates after parental leave, by gender. Not reported.

Aspect: Labor/Management relations AR's pages FSs' pagesCore LA4 Percentage of employees covered by collective bargaining agreements. Not reported.

Core LA5 Minimum notice period(s) regarding operational changes, including whether it is specified in collective agreements.

Not reported.

Aspect: Occupational health and safety AR's pages FSs' pages

Additional LA6Percentage of total workforce represented in formal joint management – worker health and safety committees – that help monitor and advise on occupational health and safety programs.

Not reported.

Core LA7 Rates of injury, occupational diseases, lost days, and absenteeism, and number of work-related fatalities by region and by gender.

Not reported.

Core LA8Education, training, counseling, prevention, and risk-control programs in place to assist workforce members, their families, or community members regarding serious diseases.

47

Additional LA9 Health and safety topics covered in formal agreements with trade unions. Not reported.

Aspect: Training and education AR's pages FSs' pages

Core LA10 Average hours of training per year per employee by gender, and by employee category.

45

Additional LA11 Programs for skills management and lifelong learning that support the continued employability of employees and assist them in managing career endings.

Not reported.

Additional LA12 Percentage of employees receiving regular performance and career development reviews, by gender.

47

Aspect: Diversity and equal opportunity AR's pages FSs' pages

Core LA13Composition of governance bodies and breakdown of employees per category according to gender, age group, minority group membership, and other indicators of diversity.

Not reported.

Aspect: Equal remuneration for women and men AR's pages FSs' pages

Core LA14 Ratio of basic salary and remuneration of women to men by employee category, by significant locations of operation.

Partial, 46

Human rights performance indicatorsAspect: Investment and procurement practices AR's pages FSs' pages

Core HR1 Percentage and total number of significant investment agreements and contracts that include clauses incorporating human rights concerns, or that have undergone human rights screening.

Not reported.

Core HR2 Percentage of significant suppliers, contractors and other business partners that have undergone human rights screening, and actions taken.

Not reported.

Additional HR3Total hours of employee training on policies and procedures concerning aspects of human rights that are relevant to operations, including the percentage of employees trained.

Not reported.

ANNUAL REPORT 2013 59

Aspect: Non-Discrimination AR's pages FSs' pagesCore HR4 Total number of incidents of discrimination and corrective actions taken. Not reported.

Aspect: Freedom of association and collective bargaining AR's pages FSs' pages

Core HR5Operations and significant suppliers identified in which the right to exercise freedom of association and collective bargaining may be violated or at significant risk, and actions taken to support these rights.

Not reported.

Aspect: Child labor AR's pages FSs' pages

Core HR6Operations and significant suppliers identified as having significant risk for incidents of child labor, and measures taken to contribute to the effective abolition of child labor.

Not reported.

Aspect: Forced and compulsory labor AR's pages FSs' pages

Core HR7Operations and significant suppliers identified as having significant risk for incidents of forced or compulsory labor, and measures to contribute to the elimination of all forms of forced or compulsory labor.

Not reported.

Aspect: Security practices AR's pages FSs' pages

Additional HR8 Percentage of security personnel trained in the organization’s policies or procedures concerning aspects of human rights that are relevant to operations.

Not reported.

Aspect: Indigenous rights AR's pages FSs' pages

Additional HR9 Total number of incidents of violations involving rights of indigenous people and actions taken.

Not reported.

Aspect: Assessment AR's pages FSs' pages

Core HR10 Percentage and total number of operations that have been subject to human rights reviews and/or impact assessments.

Not reported.

Aspect: Remediation AR's pages FSs' pages

Core HR11 Number of grievances related to human rights filed, addressed and resolved through formal grievance mechanisms.

There were no complaints relating to human rights.

Society performance indicatorsAspect: Local community AR's pages FSs' pages

Core SO1 Percentage of operations with implemented local community engagement, impact assessments, and development programs.

Not reported.

Core SO9 Operations with significant potential or actual negative impacts on local communities.

Not reported.

Core SO10 Prevention and mitigation measures implemented in operations with significant potential or actual negative impacts on local communities.

Not reported.

Aspect: Corruption AR's pages FSs' pages

Core SO2 Percentage and total number of business units analyzed for risks related to corruption.

Not reported.

Core SO3 Percentage of employees trained in organization’s anti-corruption policies and procedures.

Not reported.

Core SO4 Actions taken in response to incidents of corruption. Not reported.

Aspect: Public policy AR's pages FSs' pagesCore SO5 Public policy positions and participation in public policy development and lobbying. Not reported.

Additional SO6 Total value of financial and in-kind contributions to political parties, politicians, and related institutions by country.

Not reported.

GRI INDEX60

Aspect: Anti-Competitive behavior AR's pages FSs' pages

Additional SO7 Total number of legal actions for anti-competitive behavior, anti-trust, and monopoly practices and their outcomes.

Multiplus has no lawsuits relating to unfair competition, anti-trust, or monopoly.

Aspect: Compliance AR's pages FSs' pages

Core SO8 Monetary value of significant fines and total number of non-monetary sanctions for non-compliance with laws and regulations.

Multiplus had no fines at significant amounts in the reporting period.

Product responsibility performance indicatorsAspect: Customer health and safety AR's pages FSs' pages

Core PR1

Life cycle stages in which health and safety impacts of products and services are assessed for improvement, and percentage of significant products and services categories subject to such procedures.

Not reported.

Additional PR2Total number of incidents of non-compliance with regulations and voluntary codes concerning health and safety impacts of products and services during their life cycle, by type of outcomes.

Not reported.

Aspect: Product and service labeling AR's pages FSs' pages

Core PR3Type of product and service information required by procedures, and percentage of significant products and services subject to such information requirements.

32

Additional PR4Total number of incidents of non-compliance with regulations and voluntary codes concerning product and service information and labeling, by type of outcomes.

Multiplus has no cases of non-compliance with regulations and

voluntary codes relating to information and labeling of products and services.

Additional PR5 Practices related to customer satisfaction, including results of surveys measuring customer satisfaction.

Partial, 32

Aspect: Marketing communications AR's pages FSs' pages

Core PR6Programs for adherence to laws, standards, and voluntary codes related to marketing communications, including advertising, promotion, and sponsorship.

Not reported.

Additional PR7Total number of incidents of non-compliance with regulations and voluntary codes concerning marketing communications, including advertising, promotion, and sponsorship by type of outcomes.

Not reported.

Aspect: Customer privacy AR's pages FSs' pages

Additional PR8 Total number of substantiated complaints regarding breaches of customer privacy and losses of customer data.

There is no violation of privacy of Multiplus customer data. The company has its

systems managed by one of the world’s largest companies (IBM), and is audited

annually by a major global company (PricewaterhouseCoopers)

Aspect: Compliance AR's pages FSs' pages

Core PR9Monetary value of significant fines for non-compliance with laws and regulations concerning the provision and use of products and services.

There were no fines at significant amounts for non-compliance with laws and regulations.

ANNUAL REPORT 2013 61

Corporate Information

MULTIPLUS S.A.www.pontosmultiplus.com.br/ir

ADDRESS OF HEADQUARTERSRua Ministro Jesuíno Cardoso, 454 – 2º andar – Vila Olímpia

CEP 04544-051 – São Paulo – SP

INFORMATION FOR SHAREHOLDERS AND INVESTORS

Investor Relations

Contact: Tel.: (11) 5105-1847 e e-mail: invest@pontosmultiplus.com.br

Stock Exchange where shares are traded: BM&FBovespa S.A. – Securities, Commodities and Futures Exchange

Stock symbol: MPLU3

Custodian financial institution: Itaú Corretora de Valores S.A.

Independent Auditors: PricewaterhouseCoopers Auditores Independentes

Newspapers disclosing information: Diário Oficial do Estado de São Paulo and Valor Econômico

GRI 2.4

62 CRÉDITOS

EDITING OF CONTENT AND GENERAL COORDINATION Investor Relations: Ronald Domingues, Ivan Bonfanti, Filipe Scalco and Fernanda Camiña

Marketing: Ana Beatriz Basso, Mariana Laila and Monique Xavier

CONTENT CONSULTING, PROOFREADING AND GRAPHIC DESIGN TheMediaGroup

Credits

62

Key indicators2013 2012 2011

Operational indicators

Members (millions) 12.2 10.9 9.4

Partnerships 472 369 190

Points issued (thousands) 83,750 85,174 76,159

TAM Linhas Aéreas 16,347 17,424 20,229

Banks, retail, industry and services 67,399 67,750 55,930

Points redeemed (thousands) 69,562 65,860 49,764

Airline tickets 63,163 62,317 48,713

Other products/services 6,399 3,543 1,051

Average annual breakage rate (%) 18.5 21.0 24.1

Financial indicators (BRL millions)

Gross billings 232 224 274

Earnings from the sale of points 2,009 1,871 1,525

Net revenue 1,651 1,476 1,247

Distribution of Added Value (DAV) – % 588,669 536,689 573,155

Social indicators

Number of employees 1831 150 109

Investments in social projects (BRL x 1000) 1,800 1,500 2,420

Fundraising for social institutions2 577 - -

1. Those of the second half of December were also recorded.2. There was no fundraising for social institutions in 2011 and 2012.

The Best & Biggest of Exame magazine (2013):3rd place in the Services

category, 8th most profitable company in

Brazil, and 9th place in the ranking of Wealth

per Employee

18th Most Valuable Company of Brazil in 2013 (IstoÉ Dinheiro/

Brand Analytics/Millward Brown ranking)

GRI EC1

GRI 2.10

ANNUAL REPORT 2013Rua Ministro Jesuíno Cardoso, 454

2º andar • Vila Olímpia • São PauloSP • Brasil • CEP 04544-051 pontosmultiplus.com.br

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