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CNPJ N° 82.641.325/0001-18 – Inscrição Estadual N° 250.010.992

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MANAGEMENT’S PROPOSAL

EXTRAORDINARY SHAREHOLDERS’ MEETING

Date: June 28, 2012 at 11:00 a.m.




TABLE OF CONTENTS

CALL NOTICE___________________________________________________________________________________________________ 3

HOW TO PARTICIPATE IN THE EXTRAORDINARY SHAREHOLDERS’ MEETING _____________________ 5

MANAGEMENT’S PROPOSAL _________________________________________________________________________________ 6

Attachment 1 – Fiscal Council’s Report ______________________________________________________________________ 9

Attachment 2 – Information about the acquisition of Control (Article 19 of CVM Rule 481/09 -

Attachment 19) ________________________________________________________________________________________________10

Attachment 3 – Information on withdrawal rights (Article 20 of CVM Rule 481/09 – Attachment 20)

___________________________________________________________________________________________________________________23

Attachment 4 - Valuation Report from Guarita & Associados S/S Ltda.__________________________________27

Attachment 5 - Information about the valuation company (Article 21 of CVM Rule 481/09 –

Attachment 21) ________________________________________________________________________________________________49




CREMER S.A.

Corporate Taxpayer’s ID (CNPJ/MF): 82.641.325/0001-18

Company Registry nº (NIRE): 42300016438

Brazilian Securities and Exchange Commission (CVM): 02014-1

PUBLICLY HELD COMPANY

CALL NOTICE

EXTRAORDINARY SHAREHOLDERS’ MEETING

The Shareholders of Cremer S.A. (“Company”) are hereby invited to the Extraordinary

Shareholders’ Meeting to be held on June 28, 2012, at 11:00 a.m., (“Meeting”) at the Company’s

headquarters situated at Rua Iguaçú, nº 291/363, in the city of Blumenau, state of Santa Catarina, to

resolve on the following agenda:

(1) To ratify the hiring of Guarita & Associados S/S Ltda., headquartered at rua Funchal, nº 263, 18º

andar, CEP 04551-060, in the city and state of São Paulo, inscribed in the corporate taxpayers register

(CNPJ/MF) under number 00.410.245/0001-97, as the specialized company responsible for preparing

the valuation report of Embramed Indústria e Comércio de Produtos Hospitalares Ltda.,

headquartered at Rua Agostino Togneri, nº 399, Jurubatuba, CEP 04690-060, in the city and state of São

Paulo, inscribed in the corporate taxpayers register (CNPJ/MF) under number 60.383.338/0001-00;

Paraisoplex Indústria e Comércio Ltda., headquartered at Avenida Zezé Amaral, 108, Vila Ipê, CEP

37950-000, in the city of São Sebastião do Paraíso, state of Minas Gerais, inscribed in the corporate

taxpayers register (CNPJ/MF) under number 00.765.562/0001-26; and Ktorres Beneficiamento de

Plásticos Ltda., headquartered at Rua Agostino Togneri, 479, CEP 04690-090, in the city and state of

São Paulo, inscribed in the corporate taxpayers register (CNPJ/MF) under number 07.888.110/0001-

80 (“Companies”);

(2) To approve, pursuant to Article 256, Paragraph II of Law 6404/76, the valuation report of the

Companies prepared by Guarita & Associados S/S Ltda.; and

(3) To approve, pursuant to Article 256, Paragraph II of Law 6404/76, the acquisition by the

Company of all the shares in the Companies, pursuant to the Private Instrument for the Option to

Acquire Equity Interest, entered into on September 22, 2010 and the Notification to Exercise the Call

Option approved by the Board of Directors on May 28, 2012.




General Information:

To take part in the Meeting, shareholders must present, at least seventy-two hours prior to the

meeting, identification and corporate documents that prove their legal representation, as applicable:

(i) Documentary proof issued by the depositary institution not later than five days before the

Shareholders’ Meeting;

(ii) Proxy instrument with the notarized signature of the grantor; and/or

(iii) For shareholders whose shares are held in custody, a statement issued by the appropriate

institution, specifying their respective shareholdings.

Pursuant to Law 6404/76 and CVM Rule 481/09, the information and documents related to the

matters to be discussed at the Meeting are at Shareholders’ disposal at the Company’s headquarters

and on the websites of the Company (www.cremer.com.br/ri), the Brazilian Securities and Exchange

Commission (www.cvm.gov.br) and BM&FBovespa (www.bmfbovespa.com.br), pursuant to Law

6404/76, CVM Rule 481/09 and other applicable rules. Dissenting shareholders are entitled to

reimbursement of their shares in accordance with law and applicable rules

Blumenau, June 8, 2012.

LUIZ SERAFIM SPINOLA SANTOS

Chairman of the Board of Directors

http://www.cremer.com.br/ri)

http://www.cvm.gov.br/

http://www.bmfbovespa.com.br/




HOW TO PARTICIPATE IN THE EXTRAORDINARY SHAREHOLDERS’ MEETING

Your vote is important for the Company!

To participate in the Extraordinary Shareholders’ Meeting ("Meeting”), pursuant to Article 12,

paragraph 5 of the Bylaws of Cremer S.A. (“Company”), please submit at least seventy-two hours prior

to the meeting, the identification and corporate documents that prove your legal representation, as

well as the following documents:

(i) Documentary proof issued by the depositary institution not later than five (5) days before the

Shareholders’ Meeting;

(ii) Proxy instrument with the notarized signature of the grantor; and/or

(iii) For shareholders whose shares are held in custody, a statement issued by the appropriate

institution, specifying their respective shareholdings.

Corporate shareholders must submit corporate documents proving their legal representation

(articles of incorporation or Bylaws, election of Management and proxy instrument). Documents

issued abroad must be notarized in the country of origin and by the appropriate Brazilian consulate.

Except for documents in English, sworn translation of the entire document content is required. These

requirements are due to the Company’s concern for the legal certainty that the Meeting’s resolutions

deserve.

In compliance with Article 12, paragraph 5 of Cremer S.A.’s Bylaws, the Company recommends

that you send these documents in advance to the following address:

CREMER S.A.

Rua Iguaçu 291/363 Itoupava Seca

CEP 89.030-030 - Blumenau – Santa Catarina - Brazil

Attn.: Legal Department

For further clarifications about the documents required to attend the Meeting and other pertinent

information, email us at [email protected] or call Joseane Correia at +55 47 2123 8411.

mailto:[email protected]




MANAGEMENT’S PROPOSAL

This manual was prepared by the Management of Cremer S.A. to provide clarifications and

guidance to Shareholders to assist them in attending the Extraordinary Shareholders’ Meeting to be

held on June 28, 2012 at 11:00 a.m. (“Meeting”) at the Company’s headquarters at Rua Iguaçu, nº

291/363, in the city of Blumenau, state of Santa Catarina, Brazil, as well as provide clarifications on the

proposed agenda according to law and the Company’s Bylaws.

Below is the Management’s Proposal regarding the matters on the agenda mentioned in the

Call Notice:

(1) To ratify the hiring of Guarita & Associados S/S Ltda., headquartered at rua Funchal, nº

263, 18º andar, CEP 04551-060, in the city and state of São Paulo, inscribed in the corporate

taxpayers register (CNPJ/MF) under number 00.410.245/0001-97, as the specialized company

responsible for preparing the valuation report of Embramed Indústria e Comércio de Produtos

Hospitalares Ltda., headquartered at Rua Agostino Togneri, nº 399, Jurubatuba, CEP 04690-

060, in the city and state of São Paulo, inscribed in the corporate taxpayers register (CNPJ/MF)

under number 60.383.338/0001-00; Paraisoplex Indústria e Comércio Ltda., headquartered at

Avenida Zezé Amaral, 108, Vila Ipê, CEP 37950-000, in the city of São Sebastião do Paraíso, state

of Minas Gerais, inscribed in the corporate taxpayers register (CNPJ/MF) under number

00.765.562/0001-26; and Ktorres Beneficiamento de Plásticos Ltda., headquartered at Rua

Agostino Togneri, 479, CEP 04690-090, in the city and state of São Paulo, inscribed in the

corporate taxpayers register (CNPJ/MF) under number 07.888.110/0001-80 (“Companies”);

For the purpose of Article 256, Paragraph II of Law 6404/76, the Management proposes

ratification of the hiring of Guarita & Associados S/S Ltda., as the company responsible for valuing the

Companies and preparing the respective valuation reports.

(2) To approve, pursuant to Article 256, Paragraph II of Law 6404/76, the valuation reports

of the Companies, prepared by Guarita & Associados S/S Ltda.; and

Management proposes approval of the valuation report prepared by Guarita & Associados S/S

Ltda., for the purposes of Article 256, Paragraph II of Law 6404/76.




The Company has provided copies of the Valuation Reports in Attachment 4.

(3) To approve, pursuant to Article 256, Paragraph II of Law 6404/76, the acquisition by the

Company of all the shares in the Companies, pursuant to the Private Instrument for the Option

to Acquire Equity Interest, entered into on September 22, 2010 and the Notification to Exercise

the Call Option approved by the Board of Directors on May 28, 2012.

On September 22, 2010, Cremer S.A. (“Company”) executed two agreements with the

Companies, which established the grounds, premises and conditions for a call option by the Company

and a put option by the Partners for all the shares in the Companies (“Shares”). Once the conditions

set forth in the agreements are met, the call option may be exercised by the Company any time until

March 2014 and the put option may be exercised by the Companies’ Partners in March 2014.

On May 28, 2012, the Board of Directors approved exercising the call option on the Companies’

shares for R$32.1 million, less net debt and required contingencies of the Companies, to be calculated

on the date the Shares are transferred to the Company. The payment will be in cash and in local

currency, in accordance with the Material Fact disclosed on the approval date of the exercise of the call

option.

The Management of the Company proposes and recommends approval of this item as it believes

that acquisition is in line with the Company’s efforts to expand its business advantage, besides

representing an important milestone in its growth strategy, consolidating its position as one of the

leading domestic manufacturers of healthcare products.

Considering that the transaction constitutes material investment under Article 256, Paragraph II

of Law 6404/76, the Management is submitting the acquisition of Shares for approval by the

Shareholders’ Meeting, and dissenting shareholders are entitled to withdraw from the Company and

receive the reimbursement of the value of their shares, pursuant to applicable laws.

Pursuant to Articles 19, 20 and 21 of CVM Instruction 481/09 and Law 6404/76, the following

information is available to shareholders at the Company’s headquarters and as attachments to this

document: (i) the report of the Company’s Fiscal Council on the acquisition of the Companies; (ii)

information about the acquisition of control of the Companies, pursuant to Article 19 of CVM Rule

481/09, (iii) information on withdrawal rights, pursuant to Article 20 of CVM Rule 481/09, (iv)




valuation report of the Companies prepared by Guarita & Associados S/S Ltda., (v) information about

the valuation company, required by Article 21 of CVM Rule 481/09.

We remain at your disposal for further clarifications.

CREMER S.A.




ATTACHMENT 1 – MINUTES OF THE FISCAL COUNCIL MEETING

Minutes of the Fiscal Council meeting held on June 5, 2012, and the Fiscal Council’s report on the

Company’s acquisition of all the shares in Embramed Indústria e Comércio de Produtos Hospitalares

Ltda., Paraisoplex Indústria e Comércio Ltda. and Ktorres Beneficiamento de Plásticos Ltda.:

Meeting of Cremer S.A.’s Fiscal Council - Date, Time and Venue: On June 5, 2012, at 10:00 a.m., at

Av. Nações Unidas, nº 4777, Edifício Villa Lobos, 18º andar, Cobertura 18b, Alto de Pinheiros, CEP

05477-000, in the city and state of São Paulo. Presiding Board: Reginaldo Ferreira Alexandre,

Chairman; Joseane Correia, Secretary. Call Notice: All members of the Fiscal Council were duly called

and attended the meeting. Agenda and Resolutions: The Fiscal Council members examined the

documents related to the Company’s proposal for the acquisition of Embramed Indústria e Comércio

de Produtos Hospitalares Ltda., headquartered at Rua Agostino Togneri, nº 399, Jurubatuba, CEP

04690-060, in the city and state of São Paulo, inscribed in the corporate taxpayers register (CNPJ/MF)

under no. 60.383.338/0001-00; Paraisoplex Indústria e Comércio Ltda., headquartered at Avenida Zezé

Amaral, 108, Vila Ipê, CEP 37950-000, in the city of São Sebastião do Paraíso, state of Minas Gerais,

inscribed in the corporate taxpayers register (CNPJ/MF) under 00.765.562/0001-26; and Ktorres

Beneficiamento de Plásticos Ltda., headquartered at Rua Agostino Togneri, 479, CEP 04690-090, in the

city and state of São Paulo, inscribed in the corporate taxpayers register (CNPJ/MF) under

07.888.110/0001-80. Based on the information received and analyzed jointly with the Company’s

independent auditors, the Fiscal Council members consider that the documents are in appropriate

conditions for deliberation by the Annual Shareholders’ Meeting, with the following caveats: i) the

documents evaluated are executive summaries, which will be replaced by the final documents; ii)

there are risks in the executive summaries examined, which could not be quantified by the consultants

hired by the Company; iii) there are risks that may be identified in the future. Closure and Drawing

up of Minutes: There being no further business to discuss, the Chairman offered the floor but since no

one came forward, adjourned the meeting for the time necessary to draw up these minutes, which

were then read, approved and signed by all those present. Attending Members: Reginaldo Ferreira

Alexandre, Paulo Caio Ferraz de Sampaio and Caroline Miranda Ebel. This is a free translation of the

minutes drawn up in the Company’s records - Joseane Correia.




ATTACHMENT 2 – INFORMATION ABOUT THE ACQUISITION OF CONTROL (ART. 19 OF CVM

RULE 481/09 – ATTACHMENT 19)

1. Describe the transaction

On September 22, 2010, Cremer S.A. (“Company”) executed two agreements with Embramed

Indústria e Comércio de Produtos Hospitalares Ltda., Paraisoplex Indústria e Comércio Ltda. and

Ktorres Beneficiamento de Plásticos Ltda. (“Companies”), On September 22, 2010, Cremer S.A.

(“Company”) executed two agreements with Embramed Indústria e Comércio de Produtos

Hospitalares Ltda., Paraisoplex Indústria e Comércio Ltda. and Ktorres Beneficiamento de Plásticos

Ltda. (“Companies”), which established the grounds, premises and conditions for a call option by the

Company and a put option by the partners for all the shares in the Companies (“Shares”). Once the

conditions set forth in the agreements are met, the call option may be exercised by the Company any

time until March 2014 and the put option may be exercised by the partners of the Companies in

March 2014.

On May 28, 2012, the Board of Directors approved exercising the call option on the Companies’ shares

for R$32.1 million, less net debt and required contingencies of the Companies, to be calculated on the

date the Shares are transferred to the Company.

2. Inform the grounds, whether by law or the Bylaws, on which the deal was submitted for

approval by the shareholders’ meeting

The acquisition of the Shares constitutes a material investment for the Company, pursuant to Article

256, Paragraph II of Law 6404/76, and hence should be submitted for approval by the Shareholders’

Meeting.

3. With regard to the company whose control was or will be acquired:

a. Inform the name and identification details

EMBRAMED INDÚSTRIA E COMÉRCIO DE PRODUTOS HOSPITALARES LTDA., headquartered at

Rua Agostino Togneri, nº 399, Jurubatuba, in the city and state of São Paulo, inscribed in the corporate

taxpayers register (CNPJ/MF) under no. 60.383.338/0001-00, (“Embramed”).

KTORRES BENEFICIAMENTO DE PLÁSTICOS LTDA., headquartered at Rua Agostino Togneri, 479, in




the city and state of São Paulo, inscribed in the corporate taxpayers register (CNPJ/MF) under no.

07.888.110/0001-80, (“KTorres”). KTorres has been dormant since the beginning of 2011.

PARAISOPLEX IND. E COM. LTDA., headquartered at Avenida Zezé Amaral, 108, Vila Ipê, in the city of

São Sebastião do Paraíso, state of Minas Gerais, inscribed in the corporate taxpayers register

(CNPJ/MF) under no. 00.765.562/0001-26, (“Paraisoplex”).

b. Number of shares of each class and type issued

On May 28, 2012, the Companies had the following number of shares:

Embramed:

Five million (5,000,000) common shares with no par value.

K-Torres:

One hundred twenty thousand (120,000) common shares with no par value.

Paraisoplex:

Three hundred thirty-six thousand (336,000) common shares with no par value.

c. List all the controlling shareholders or members of the controlling group, direct or

indirect, and their respective interest, if they are related parties in accordance with the

accounting rules dealing with this matter

Embramed

Name Shares %

Rudolf Uri Hutzler 1,958,688 39.17

Heitor Weltman Hutzler 979,345 19.59

Arthur Weltman Hutzler 979,343 19.59

Dirceu Martins Vizeu 442,440 8.85

Marcos Antônio Fantozzi de Andrade 335,184 6.70

Alberto Roitman 305,000 6.10

Total 5,000,000 100.00

KTorres




Name Shares %

Rudolf Uri Hutzler 47,004 39.17






Total 120,000 100.00

Paraisoplex

Name Shares %

Rudolf Uri Hutzler 131,342 39.09






Total 336,000 100.00

There are no related parties between Cremer and the Companies.

d. For each class or type of shares of the company whose control will be acquired, inform:

d.1 Minimum, average and maximum price each year in the past three (3) years, in the markets

where they are traded

Not applicable.

d.2 Minimum, average and maximum price each quarter in the past two (2) years, in the

markets where they are traded

Not applicable.

d.3 Minimum, average and maximum price each month in the past six (6) months, in the

markets where they are traded

Not applicable.




d.4 Average price in the past 90 days in the markets where they are traded

Not applicable.

d.5 Value of shareholders' equity at market prices, if available;

Not applicable.

d.6 Annual net income in the past two (2) years, adjusted for inflation

Net income of the Companies on December 31, 2011, adjusted for inflation:

Embramed:

2010 – R$ (5,788,786.90)

2011 – R$ (17,971,625.47)

KTorres:

2010 – R$ 315,362.10

2011 – R$ 215,898.01

Paraisoplex:

2010 – R$ 929,587.03

2011 – R$ 1,796,563.41

4. Key terms and conditions of the transaction, including:

a. Identification of Sellers (“Partners”)

Rudolf Uri Hutzler, Brazilian, doctor, married, bearer of identity card (RG) no. 2.724.775-SSP/SP,

inscribed in the individual taxpayers register (CPF/MF) under no. 008.329.448-15.

Heitor Weltman Hutzler, Brazilian, married, engineer, bearer of identity card (RG) no.18.600.394-

SSP/SP, inscribed in the individual taxpayers register (CPF/MF) under no.151.861.448-51.

Arthur Weltman Hutzler, Brazilian, married, engineer, bearer of identity card (RG) no.18.600.396-1-

SSP/SP, inscribed in the individual taxpayers register (CPF/MF) under no.151.860.768-30.




Dirceu Martins Vizeu, Brazilian, widower, physicist, bearer of identity card (RG) no.1.673.593-SSP/SP,

inscribed in the individual taxpayers register (CPF/MF) under no. 065.389.088-53.

Marcos Antonio Fantozzi de Andrade, Brazilian, legally separated, industrialist, bearer of identity card

(RG) no. 12.934.426-6-SSP/SP, inscribed in the individual taxpayers register (CPF/MF) under no.

052.955.518-22.

Alberto Roitman, Brazilian, married, engineer, bearer of identity card (RG) no.3.627.881-SSP/SP,

inscribed in the individual taxpayers register (CPF/MF) under no.942.921.598-15.

b. Total shares acquired or to be acquired

Embramed:

Five million (5,000,000) common shares with no par value.

K-Torres:

One hundred twenty thousand (120,000) common shares with no par value.

Paraisoplex:

Three hundred thirty-six thousand (336,000) common shares with no par value.

c. Total price

The Company opted to substitute the delivery of one million, six hundred sixty-eight thousand, six

hundred twenty-three (1,668.623) shares by an amount in local currency, pursuant to the material fact

disclosed on September 22, 2010. The amount to be paid corresponds to the number of shares

multiplied by the value of each of these shares, based on the average of the market closing prices in the

last thirty (30) trading sessions prior to the date of notification of the exercise of the call option on the

Shares, weighted by the trading volume, which came to R$ 18.63113333. The multiplication results in

thirty-one million, eighty-eight thousand, three hundred thirty-seven reais and fifty-nine centavos (R$

31,088,337.59).

In addition, a sum equivalent to the amount restated by the Interbank Rate (CDI) of the dividends,

bonus, interest on equity and reimbursement of capital that the Company would have paid to a

shareholder who held the Shares between the date of signing of the call option and the date of




notification of the exercise of the call option, which corresponds to one million, nineteen thousand,

seven hundred seventy-four reais and eighty-seven centavos (R$ 1,019,774.87).

The total price to be paid for acquiring the Shares is thirty-two million, one hundred eight thousand,

one hundred twelve reais and forty-six centavos (R$32,108,112.46), less net debt and required

contingencies of the Companies, to be calculated on the date the Shares are transferred to the

Company.

d. Price per share of each type or class

Embramed: R$ 5.42162249

KTorres: R$0.00000833

Paraisoplex: R$ 14.88095238

Reference date: 12/31/2011

e. Mode of payment

Payment will be immediate, in domestic currency on the date of transfer of Shares to the Company,

through electronic transfer in up to sixty (60) days from the date of notification of exercise of the call

option, to the checking account to be specified by the Sellers, pursuant to the conditions precedent and

subsequent related to the transaction.

f. Conditions precedent and subsequent to the transaction

The acquisition of the Companies is subject to:

approval by the Company's Shareholders' Meeting;

approval by the CADE, the Brazilian antitrust authority, pursuant to Law 8884/94;

the signing of the instruments to amend the Companies’ articles of incorporation to: (a)

formalize the assignment and transfer of all Shares to the Company (and everything that these Shares

represent, including, but not limited to, the working capital to manage the activities carried out by the

Companies, in line with the six (6) previous months), (b) the resignation of the current Management

of the Companies, (c) appointment of new Management, and (d) reformulating the Companies’ articles

of incorporation (at the Company’s sole discretion);

relating to the instrument for the conclusion of the transaction, provided that, among others: (a)




the Partners should ratify the declarations and guarantees provided; (b) the Company should ratify

the declarations and guarantees applicable and necessary for the transfer of Shares and payment of

the option to acquire Shares; and (c) detail how the withheld portion will be used, pursuant to item “g”

below;

to calculate the amounts corresponding to net debt and required contingencies classified as

“probable” or “possible”, according to criteria of the Brazilian Institute of Accountants (IBRACON), so

that the parties may check the amount paid to Partners and calculate the option exercise price and, if

applicable, the amount corresponding to the payment amount and the amount corresponding to the

shares be settled. With the calculation of the net debt, should the payment amount be negative, it will

be offset with the amount payable by the Company as option exercise amount. Accordingly, after the

offset, the balance (if any) will be paid by the Company to the Partners on the date the Company

receives the instruments for the amendment of the Companies’ articles of incorporation recording the

assignment and transfer of Shares to the Company, after the fulfillment of other preset conditions. Of

this payment, a sum of two million reais (R$2,000,000.00) will be withheld as guarantee for required

contingencies, whose balance will be restated by the variation of the Interbank Rate (“CDI”) for one

day, calculated and disclosed by CETIP (OTC Clearinghouse) accumulated until the date of release;

The Partners must furnish additional guarantees to the Company, as mentioned in item “g”

below, on the date of closing of the transaction, to ensure compliance with the obligations of the

transaction, without prejudice to the amount of the withheld portion informed in the previous item;

The Partners should, by the date of closing of the transaction, make sure that the Companies

revoke all the powers of attorneys authorizing the Companies’ attorneys-in-fact, constituted prior to

date of conclusion of the transaction, to represent the Companies at financial institutions, by means of

a revocation document registered at the same notary office where such powers of attorney were

registered;

The Companies must grant, through their legal representatives, on the date of closing of the

transaction, a public power of attorney to the representatives indicated by the Company to (i) transact

on the bank accounts, and (ii) manage the Companies until the instruments that amend the Companies’

articles of incorporation are filed at the Boards of Trade; the Partners must provide all the necessary

assistance to the Company’s representatives and/or Management relating to the business transition;




The Partners must deliver two copies of the minutes with the amendments to the articles of

incorporation duly filed at the appropriate Boards of Trade;

The Partners must obtain and present to the Company, by the date of conclusion of the

transaction, all the certificates on behalf of each of the Companies, necessary to transfer their control,

namely: a) Federal Tax Clearance Certificate; b) Social Security Contribution and Third-Party Due

Clearance Certificate issued specifically for the purpose of transfer of control; and c) Certificate of

Regular Contributions to the Government Severance Indemnity Fund for Employees (CRF). The

Companies certificates delivered to the Company must be debt clearance certificates or liability

certificate with clearance effects;

By the date of conclusion of the transaction, the Partners must hold the Meetings of the Partners

of the Companies to approve the accounts of the Companies for the fiscal years ended December 31,

2011 and December 31, 2010. They must also file the minutes of these meetings at the appropriate

Boards of Trade, and send copies of such minutes to the Company, within the same period.

g. Summary of declarations and guarantees of sellers

Of the payment, a sum of two million reais (R$ 2,000,000.00) will be withheld as guarantee for

required contingencies (“Portion Withheld”). The balance of the Portion Withheld will be restated by

the variation in the Interbank Rate for one day (“CDI”), calculated and disclosed by CETIP (OTC

Clearing House) up to the date of its release.

Until the date of closing of the transaction, as listed in item “f” above, all the obligations of the Partners

envisaged in the Notification must be valid and in force, including but not limited to, the declaration

and guarantees furnished by Partners, as well as other obligations, namely:

to not dispose of or encumber the Shares and/or subscription rights on new shares issued by the

Companies;

to not execute any agreements with any third parties that imply promises or options for

assignment and transfer of Shares;

to not execute any agreements with any third parties that may affect or jeopardize the terms of

the transaction;




to not change significantly and in a manner that is incompatible with the practice adopted by the

Companies and in the market they operate in during the past six (6) months, the working capital of the

Companies;

to conduct the activities of the Companies in a manner compatible with the practice considered

normal in their business segment; and

to conduct the Transaction without substantial changes to any of its aspects.

Of the Withheld Portion, one million reais (R$1,000,000.00) will be released and paid to the Partners

in proportionate to their individual interest in the Companies, after twelve (12) months from the date

of conclusion of the transaction, unless there are no funds sufficient for the release, as they were used

to pay the required contingencies or in case of pending litigation and the remaining amount of the

Withheld Portion is not sufficient for the payment and the balance of the Withheld Portion, plus the

CDI, will be released in proportion to individual interest in the Companies, after twenty-four (24)

months from the date of conclusion of the transaction, unless there are no funds sufficient for the

release as they were used to pay the required contingencies or in case of pending litigation.

The Notification envisages that additional guarantees, apart from the Portion Withheld, should be

granted to the Company to ensure compliance with the obligations and, as agreed with the Company,

the Partners are required to issue, irrevocably and irreversibly, on the transaction date, promissory

notes in favor of the Company, in the amount of forty million reais (R$40,000,000.00), plus the

variation of the Interbank Rate (CDI) for one day, calculated and disclosed by CETIP (OTC clearing

house) accumulated until the date of its release.

h. Rules on indemnification of buyers

Not applicable.

i. Necessary government approvals

The Acquisition of the Companies was submitted for approval by CADE, the Brazilian antitrust

authority, pursuant to Law 8,884/94 and should be approved without any restrictions, and later

published in the Official Gazette of Brazil. Note that the agreements for Share purchase and sale

options were already submitted to CADE at the time of the signing of the Agreement of Preferential




Distribution signed between Cremer and the Companies through Merger Proceeding

08012.010984/2010-40.

j. Guarantees furnished

The guarantees are mentioned in item “g” above.

5. Describe the objective of the transaction

The acquisition of the Companies is aimed at expanding the Company's importance as a supplier of

disposable products to hospitals, resulting in gains through operational, industrial and commercial

synergies, by strengthening the production platform for plastic products and increasing the Company’s

options for launching new products.

Embramed is the leading manufacturer of products in the IV sets and Probe lines, which are in the “A

Curve” of the purchase list of hospitals that may acquire such products through the Company’s sales

channels. Moreover, a large portion of the components used in production at the Companies may be

manufactured at the Company’s subsidiary, Plásticos Cremer S.A.

The transaction is line with the Company’s efforts to expand its competitive advantage, besides being

another milestone in its growth strategy, consolidating its position as one of the leading domestic

manufacturers of healthcare products.

6. Provide an analysis of the benefits, costs and risks associated with the transaction

The transaction provides strategic and operational synergies in the plastic product production

platform, besides providing the Company with greater exposure in a market with high growth

potential in the hospital segment, increasing its market share and competitive advantage.

The costs are related to the merger of the operations of the Companies and the Company, the

information technology system, integration of employees, accounting, legal and financial consulting

services, and administrative fees related to government approval for the transaction and the risks

associated with the market in which they operate, as well as the economic conditions of the country.

With the acquisition, the Company will assume the risks that may materially affect its results and the

results of the Companies, causing disruption in the business, resulting loss of revenues, productivity,

among others, which are:

loss of key employees;




increased price of raw material and decreased productivity;

Discontinued business with important suppliers;

Absence of the synergies estimated;

the business combination does not bring the expected results;

deterioration of the businesses under the Company’s management;

failure to increase sales to the Company’s clients that have not acquired Embramed’s products

yet;

the commercial strategy does not generate the expected results;

the Company is not successful in the launch of new Embramed line products;

Vertical integration of production does not work as expected;

New products to replace current Embramed products;

New contingencies not identified in the diligence process;

Contingencies materialize with amounts higher than those estimated during diligence;

Increased competition from imported products.

The materialization of risks could not be quantified by the consultants hired by the Company.

7. Inform the costs that will be incurred by the company if the transaction is not approved

The costs incurred will be the fees related to accounting, legal and financial consulting services and the

administrative fees related to government approval needed for the transaction.

8. Describe the sources of funds for the transaction

The funds used in the transaction will be from the own capital.

9. Describe the management’s plans for the company whose control was or will be acquired

The Company’s Management plan to merge the Companies with the Company and capture the

potential synergies, leveraging the operating results. On the commercial front, the focus will be on

cross selling by taking advantage of the client portfolios of the two companies, profiting from the sales

and distribution channels and new product launches. On the operations front, the distribution

centers will be unified and the manufacturing operations of the Companies, the Company and

Plásticos Cremer will be optimized in order to increase the commercial competitiveness of the

products by reducing operating expenses.

10. Provide a justified declaration from management recommending approval of the business

The Company’s Management believes that the approval of the operation will provide commercial and




operational synergies in the plastic product production platform, besides providing the Company with

greater exposure in a market with high growth potential in the hospital segment, increasing its market

share and business advantage.

11. Describe any existing corporate relationship, even if indirect, between:

a. Any of the sellers or the company whose control was or will be disposed of; and

Not applicable.

b. Related parties to the company, as defined by the accounting rules dealing with this

matter

Not applicable.

12. Inform the details of any transaction conducted in the past two (2) years by related

parties to the company, as defined by the accounting rules dealing with this subject, involving

equity interest or other securities or debt instruments of the company whose control was or

will be acquired

Not applicable.

13. Provide a copy of all the valuation studies and reports prepared by the companies or

third parties that served as the basis for negotiating the acquisition price

Available in Attachment 5. Note that KTorres has been dormant since the beginning of 2011 and hence

no valuation report was prepared for it.

14. With regard to third parties that prepared the valuation studies or reports

a. Inform the name

Guarita & Associados S/S Ltda.

b. Describe its qualifications

Guarita was founded in 1998 and serves as a financial advisor to Brazilian and international

companies in diverse segments across industry, business and services, providing assistance in valuing

Mergers and Acquisitions (purchase, sale and merger).




c. Describe how they were selected

Price bidding process, qualification and autonomy.

d. Inform if they are related parties to the company, as defined by the accounting rules

dealing with this matter

Guarita & Associados S/S Ltda. is not a related party to the Company.

-*-*-




ATTACHMENT 3 – INFORMATION ON WITHDRAWAL RIGHTS (ARTICLE 20 OF CVM RULE 481/09

– ATTACHMENT 20)

ATTACHMENT 20

WITHDRAWAL RIGHTS

1. Describe the event that gave or will give rise to withdrawal rights and its legal basis

Event: The acquisition by the Company of all the shares (“Shares”) in Embramed Indústria e Comércio

de Produtos Hospitalares Ltda., Paraisoplex Indústria e Comércio Ltda. and Ktorres Beneficiamento de

Plásticos Ltda. (“Companies”).

Legal Basis: The acquisition of the Shares constitutes material investment according to Art. 256 of Law

6,404/76, with dissenting shareholders entitled to a reimbursement of the value of their shares as laid

down by law and applicable rules.

2. Inform the shares and classes to which withdrawal rights apply

The withdrawal rights apply to all of the Company’s shares.

3. Inform the date of the first publication of the call notice, as well as the date of the material

fact regarding the resolution that enabled or will enable withdrawal rights

The material fact that enabled withdrawal rights was disclosed on May 28, 2012. The call notice for the

Shareholders’ Meeting that will deliberate on the transaction will be published in the newspapers

normally used by the Company, on June 11, 12 and 13, 2012.

4. Inform the period for exercising the withdrawal rights and the date that will be used to

determine which shareholders will be able to exercise withdrawal rights

Shareholders should inform the Company of their dissent within thirty (30) days from the date of

publication of the minutes of the Shareholders' Meeting that approved the transaction, pursuant to Art.

137, IV, of Law 6,404/76, by notifying the Investor Relations Department at the Company’s head office.

Dissenting shareholders entitled to withdrawal rights will be those that were proven holders of the

Company's shares at the end of May 28, 2012, including the trades carried out.

5. Inform the amount to be reimbursed per share or, if it is not possible to determine this

amount in advance, Managements’ estimate of said amount




The Management’s estimate about the reimbursement amount is the book value per share of R$9.33,

disclosed in the financial statements related to fiscal year 2011 and approved by the Annual

Shareholders’ Meeting held on April 24, 2012.

6. Explain how this reimbursement is calculated

The reimbursement amount is arrived at by dividing shareholders’ equity by total shares of the

Company.

7. State if shareholders will have the right to request a special balance sheet

Dissenting shareholders will have the right to request a special balance sheet, pursuant to Art.

45, clause 2 of Law 6,404/76.

8. If the reimbursement amount is determined by valuation, list the experts or specialized

firms recommended by Management

The reimbursement amount will be the book value reviewed by Ernst Young Terco Auditores

Independentes S/S, inscribed in the corporate taxpayers register (CNPJ/MF) under no.

61.366.936/0010-16, with address at rua Amadeu da Luz, 100, 8º andar, Conj. 801, Centro, CEP

89.010-160, in the city of Blumenau, state of Santa Catarina.

9. In the event of incorporation, share incorporation or merger involving the parent

company and subsidiaries or companies under common control.

a. Calculate the share swap ratios based on shareholders’ equity at market prices or any

other criterion accepted by the CVM

Not applicable.

b. State if the share swap ratios in the transaction protocol are less advantageous than the

ones calculated in accordance with item 9 (a) above

Not applicable.

c. Inform the reimbursement amount calculated based on shareholders’ equity at market

prices or any other criterion accepted by the CVM

Not applicable.




10. Inform the book value of each share in accordance with the latest balance sheet approved

Book value in 2011: R$9.33 per share.

11. Inform the price of each class or type of shares to which withdrawal rights apply in the

markets where they are traded, identifying:

11.1 Minimum, average and maximum price for each year in the past three (3) years

Price / R$ *

Minimum Maximum Average

2011 12.63 17.64 15.03

2010 12.18 18.81 15.84

2009 3.93 12.41 7.75

* The historical prices were adjusted in each period, as applicable, for the distribution of dividends, interest on equity and reimbursement of capital. Reference date: Fiscal year of the respective year

11.2 Minimum, average and maximum price for each quarter in the past two (2) years

Price / R$ *


1Q12 14.00 20.84 16.81

4Q11 13.25 15.49 14.11

3Q11 12.63 15.49 14.42

2Q11 14.55 16.75 15.47

1Q11 13.72 17.64 16.15

4Q10 16.32 18.81 17.38

3Q10 16.33 18.81 17.29

2Q10 13.61 17.00 15.46

1Q10 12.18 14.20 13.24 * The historical prices were adjusted in each period, as applicable, for the distribution of

dividends, interest on equity and reimbursement of capital.

113. Minimum, average and maximum price for each month in the past six (6) months

Price / R$


May/12 17.57 19.47 18.24

Apr/12 17.88 19.76 18.65

Mar/12 17.18 20.84 18.64




Feb/12 15.75 17.50 16.67

Jan/12 14.36 15.74 15.18

Dec/11 14.15 15.49 14.54

11.4 Average price in the past ninety (90) days

Average Price / R$

Past 90 days: 18.01

Reference date: 06/04/2012

-*-*-




ATTACHMENT 4 – VALUATION REPORT ISSUED BY GUARITA & ASSOCIADOS S/S LTDA.




-*-*-




ATTACHMENT 5 –INFORMATION ON THE VALUATION COMPANY (ART. 21 OF CVM RULE 481/09

– ATTACHMENT 21)

1. List the valuation companies recommended by Management

Ernst Young Terco Auditores Independentes S/S, inscribed in the corporate taxpayers register

(CNPJ/MF) under no. 61.366.936/0010-16, with address at rua Amadeu da Luz, 100, 8º andar, Conj.

801, Centro, Blumenau/SC, CEP 89.010-160.

2. Describe the qualification of the valuation company recommended

It is an independent audit firm with more than 20 years of market experience, having been certified

and registered with the following organs: CVM, BACEN, CFC, CNAI, CRCs, IBRACON and SUSEP.

3. Provide a copy of the work proposals and remuneration of the valuation companies

recommended

Shareholders dissenting from the resolution of the Shareholders’ Meeting may request the preparation

of a special balance sheet in accordance with Art. 45, Clause 2 of Law 6404/76. The book value of the

Company’s share will be revalued on June 30, 2012, the last day of 1Q12, and reviewed by Ernst Young

Terco Auditores Independentes S/S. This review is included in the agreement signed with the firm.

4. Describe any relevant existing relationship in the past three (3) years between the

valuation companies recommended and related parties to the company, as defined by the

accounting rules dealing with this subject

Ernst Young Terco Auditores Independentes S/S provides independent audit services relating to the

Company’s financial statements and is not a related party to the Company. The Company hired Ernst

Young Terco Auditores Independentes S/S to provide specific services and which do not conflict with

the autonomy of the auditors, such as due diligence, tax affairs, and tax incentives.

-*-*-




ATTACHMENT 5 –INFORMATION ON THE VALUATION COMPANY (ART. 21 OF CVM RULE 481/09

– ATTACHMENT 21) - COMPANIES

1. List the valuation companies recommended by Management

Guarita & Associados S/S Ltda., headquartered at rua Funchal, nº 263, 18º andar, CEP 04551-060, in

the city and state of São Paulo, inscribed in the corporate taxpayers register (CNPJ/MF) under number

00.410.245/0001-97.

2. Describe the qualification of the valuation company recommended

Guarita & Associados S/S Ltda. was founded in 1998 and serves as a financial advisor to Brazilian and

international companies in diverse segments across industry, business and services, providing

assistance in valuing Mergers and Acquisitions (purchase, sale and merger).

3. Provide a copy of the work proposals and remuneration of the valuation companies

recommended

Available in www.cremer.com.br/ri

4. Describe any relevant existing relationship in the past three (3) years between the

valuation companies recommended and related parties to the company, as defined by the

accounting rules dealing with this subject

The Company hired Guarita & Associados S/S Ltda. to provide specific services and which do not

conflict with the autonomy of the auditors, such as due diligence, tax affairs, and tax incentives.

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