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ARTERIS SA (ARTR3)

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Arteris SA : Annual and Extraordinary Shareholders' Meeting - 04/25/2013 - Call Notice and Management Proposal

03/28/2013 | 04:22am US/Eastern

ARTERIS S.A.
Corporate Taxpayer ID (CNPJ/MF): 02.919.555/0001-67
Company Registry (NIRE): 35.300.322.746
Publicly-Held Company

ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING

CALL NOTICE

The shareholders of ARTERIS S.A. ("Company") are hereby invited to attend a meeting to be held on April 25, 2013, at 11:00 a.m., in first call, to resolve on the matters of the Agenda presented below. In compliance with paragraph 2 of Article 124 of Law 6404, of December 15, 1976, the Shareholders' Meeting called hereby will be held at the Company's headquarters, located at Rua Joaquim Floriano, nº 913, 6º andar, CEP 04534-013, in the City and State of São Paulo.

AGENDA

ANNUAL SHAREHOLDERS' MEETING

(i) To acknowledge the administrators' accounts and analyze, discuss and vote on the financial statements for the fiscal year ended December 31, 2012;

(ii) To resolve on the allocation of net income for the fiscal year ended December 31, 2012, and on the approval of the 2013 budget;

(iii) To elect the members of the Company's Board of Directors and Fiscal Council.

EXTRAORDINARY SHAREHOLDERS' MEETING

(i) To establish the overall administrators' remuneration;

(ii) In case of approval of the Management proposal on the allocation of net income for the fiscal year ended on December 31, 2012, resolve on the capitalization of the profit reserve portion that exceeds the capital stock value, in accordance with article 199 of Law 6404/76;

(iii) To resolve on the proposal to amend the Company's Bylaws.

General information:
- The following documents were published in the edition of March 6, 2013 of the Diário Oficial do Estado de São Paulo and Valor Econômico newspapers: (a) annual management report; (b) the financial statements for the fiscal year ended December 31, 2012; (c) the independent auditors' report; and (d) the Fiscal Council report.

- The documents and information referred to in the paragraph above were submitted to the Brazilian Securities and Exchange Commission (CVM) via the Periodic Information System (IPE), pursuant Article 6 of said Instruction, and are at the disposal of the Company's Shareholders at the Company's headquarters, on its Investor Relations website ( www.arteris.com.br), and on the websites of the BM&FBOVESPA S.A. - Stock, Commodities and Futures Exchange ( www.bmfbovespa.com.br) and of the Securities and Exchange Commission of Brazil - CVM ( www.cvm.gov.br).

- In compliance with article 10 of CVM Instruction 481/09 and items 12.6 to 12.10 of the Company's reference form, information about the candidates appointed by the controlling shareholders to be elected by the Extraordinary Shareholders' Meeting to compose the Fiscal Council was submitted on March 6, 2013 to the CVM via the IPE system, pursuant to Article 6 of said Instruction, and are at the disposal of the Company's Shareholders at the Company's headquarters and on the websites of the BM&FBOVESPA S.A. ( www.bmfbovespa.com.br) and of the CVM ( www.cvm.gov.br).

- A copy of the Bylaws with the proposed amendments highlighted, as well as the report detailing the origin and justification of said proposed amendments, including the stock split, as required by Article 11 of CVM Instruction 481/09, were submitted on March 6, 2013 to the CVM via the IPE System, pursuant to Article 6 of said Instruction, and are at the disposal of the Company's Shareholders at the Company's headquarters and on the websites of the BM&FBOVESPA S.A. ( www.bmfbovespa.com.br) and of the CVM ( www.cvm.gov.br).

- In order to attend the Meeting, Shareholders or their legal representatives shall present an ID document and proof of ownership of shares issued by the Company. In case of representation by proxy, in addition to compliance with article 126 of Law 6404/1976, it is necessary (i) a duly executed and certified proxy statement; and (ii) in the case of companies or investment funds, a certified copy of the corporate acts confirming their representation powers.

- To better organize the Extraordinary Shareholders' Meeting, Management requests the Shareholders to submit to the Company's Legal Department the documents confirming their qualification as shareholders or proxies, if applicable, preferably within forty-eight hours prior to the Meeting.

São Paulo, March 22, 2013.

Sérgio Silva de Freitas
Chairman of the Board of Directors

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