DATE, TIME AND PLACE: On February 16, 2011 at 10:30 a.m. at the head offices of Companhia de Concessões Rodoviárias (“Company”), located at Avenida Chedid Jafet, 222, bloco B, 5th floor, in the City of São Paulo, State of São Paulo. ATTENDANCE: The formalities required by Article 127 of Law 6.404/76 were met though the Shareholders Attendance Book. Shareholders representing 68.46% (sixty eight point forty six percent) of the Company’s capital stock attended. Also present were the members of the Company’s Management. CALL NOTICE AND PREVIOUS PUBLICATIONS: (a) the notices referred to in articles 124 and 133 of Law 6.404/76 were published in the Official Gazette of the state of São Paulo, Business Section, Editions of January 28 and 29, 2011 and February 1, 2011, respectively, on pages 10, 25 and 8; and in the national edition of the “Valor Econômico” newspaper, on January 28, 29 and 30, January 31, 2011 and February 1, 2011, respectively on pages D.3, C.5 and A.6. PRESIDING: President, Mrs. Ana Maria Marcondes Penido Sant’Anna; and Secretary, Mr. Leandro Luiz Zancan. AGENDA: (i) Amendment of Article 1 of the Company’s Articles of Incorporation, due to the change in the corporate name to “CCR S.A.” In view of this, the aforementioned statutory provision shall become effective upon its approval by the Shareholders, as follows: “Article 1 – CCR S.A. is a publicly-held corporation governed by these Articles of Incorporation and by applicable laws.” All of the other statutory provisions shall remain unchanged and the Articles of Incorporation of the Company shall be consolidated to include the amendment proposed by this item; (ii) nomination of Mssrs. Paulo Roberto Reckziegel Guedes and Gustavo Pelliciari de Andrade, until now alternate members of the Company’s Board of Directors, to occupy the position of full member of the aforementioned Board of Directors; (iii) election of Mssrs. José Henrique Braga Polido Lopes, Ricardo Antônio Mello Castanheira, Marco Antonio Zangari and Fernando Augusto Camargo de Arruda Botelho, to occupy the position of alternate members of the Company’s Board of Directors; (iv) nomination of Mr. Newton Brandão Ferraz Ramos, until now an alternate member of the Company’s Fiscal Council, to occupy the position of full member of the aforementioned Fiscal Council; and (v) election of Mr. Tarcísio Augusto Carneiro, to occupy the position of alternate member of the Company’s Fiscal Council.
RESOLUTIONS: (i) By unanimous vote of those present, approval was granted to amend Article 1 of the Company’s Articles of Incorporation to reflect the new corporate name of the Company, which now is called “CCR S.A.”. To this end, the new statutory provision shall read as follows: “Article 1- CCR S.A. is a publicly-held corporation governed by these Articles of Incorporation and by applicable laws.” All of the other statutory provisions shall remain unchanged and the Articles of Incorporation of the shall be consolidated to include the amendment proposed by this item and make up Attachment 1 of these minutes, with a copy being sent to be filed with the appropriate Board of Trade, with dispensation of publication of the full document; (ii) the majority of those present voted to approve (a) as full members of the Company’s Board of Directors Mssrs.: Paulo Roberto Reckziegel Guedes, Brazilian, married, engineer, CPF/MF nº 400.540.200-34, RG no 400.824.5518 SSP/RS, residing in Belo Horizonte – MG, at Av. do Contorno, nº 8123, Cidade Jardim and Gustavo Pelliciari de Andrade, Brazilian, married, civil engineer, CPF/MF no. 173.345.128-55, RG no. 22.817.818-6 – SSP/SP, residing in São Paulo – SP, at Rua Funchal, nº 160, Bloco 4; (b) as alternate members of the Company’s Board of Directors, Mssrs.: José Henrique Braga Polido Lopes, Brazilian, married, civil engineer CPF/MF nº 467.477.536-15, RG nº M-752.901 SSP/MG, residing in Belo Horizonte – MG, at Av. do Contorno, nº 8123, Cidade Jardim; Ricardo Antônio Mello Castanheira, Brazilian, married, civil engineer, CPF/MF nº 130.218.186-68, RG nº MG-1.190.558 SSP/MG, residing in Belo Horizonte – MG, at Av. do Contorno, nº 8123, Cidade Jardim; Marco Antonio Zangari, Brazilian, married, civil engineer, CPF/MF nº 165.772.818-82, RG nº 21.768.106-2 SSP/SP, residing in São Paulo – SP, at Rua Funchal, nº 160, Bloco 4 and Fernando Augusto Camargo de Arruda Botelho, Brazilian, married, administrator, CPF/MF nº 292.540.028-01, RG nº 28.972.336-X SSP/SP, residing in São Paulo – SP, at Rua Funchal, nº 160, Bloco 4; (iii) the majority of those present approved (a) as a full member of the Company’s Fiscal Council, Mr. Newton Brandão Ferraz Ramos, Brazilian, married, accountant, CPF/MF nº 813.975.696-20, RG nº M4.019.574 – SSP/MG, residing in Belo Horizonte – MG, at Av. do Contorno, nº 8123, Cidade Jardim; and (b) as an alternate member of the Company’s Fiscal Council, Mr. Tarcísio Augusto Carneiro, Brazilian, legally separated, CPF/MF nº 372.404.636-72, RG nº MG-1.076.524 SSP/MG, residing in Belo Horizonte – MG, at Av. do Contorno, nº 8123, Cidade Jardim. In view of these resolutions, the Company’s Board of Directors is composed as follows: Full Members: (1) Mr. Eduardo Borges de Andrade; (2) Mr. Ricardo Coutinho de Sena; (3) Mr. Paulo Roberto Reckziegel Guedes; (4) Mr. Francisco Caprino Neto; (5) Mr. Marcelo Pires Oliveira Dias; (6) Mr. Gustavo Pelliciari de Andrade; (7) Mrs. Ana Maria Marcondes Penido Sant’Anna; (8) Mr. Henrique Sutton de Sousa Neves; (9) Mrs. Ana Dolores Moura Carneiro de Novaes; and (10) Mr. Gilberto Audelino Correa, and their respective Alternates, with the exception of the independent members, who shall not have alternates: (1) Mr. Renato Torres de Faria; (2) Mr. José Henrique Braga Polido Lopes; (3) Mr. Ricardo Antônio Mello Castanheira; (4) Mr. Rodrigo Cardoso Barbosa; (5) Mr. Marco Antonio Zangari; (6) Mr. Fernando Augusto Camargo de Arruda Botelho; (7) Mrs. Rita Torres; ands (8) Mr. Mauro Martin Costa. Mr. Eduardo Borges de Andrade and Mr. Francisco Caprino Neto occupy, respectively, the function of Chairman and Vice-Presidente of the Company’s Board of Directors; and the Fiscal Council shall be composed as follows: Effective membersa: (1) Mr. Newton Brandão Ferraz Ramos; (2) Mr. Adalgiso Fragoso de Farias; and (3) Mr. José Valdir Pesce; and their respective alternates: (1) Mr. Tarcísio Augusto Carneiro; (2) Mr. Fernando Luiz Aguiar Filho. The members of the Board of Directors and the Fiscal Council already elected shall remain in their positions until the election and the swearing in of their substitutes, pursuant to a resolution of the Shareholders General Meeting to be held in 2011, under the terms of the Articles of Incorporation. All of the elected members, present at the Meeting, declare for all legal purposes that they are aware of art. 147 of Law 6.404 of December 15, 1976 and subsequent changes, and, consequently, are not affected by any of the provisions of said law that would obstruct their exercising management functions in the Company. The presiding president furthermore advised that the members of the Board of Directors and the Fiscal Council who had been elected must present their résumés and a declaration, to be filed at the Company’s head offices, complying with the formalities required under CVM Instruction 367, dated May 29, 2002.
CLOSURE OF THE MEETING AND READING OF THE MINUTES: There being no further business to discuss, the meeting was closed, with the minutes written up, read and accepted, and signed by all present. The publication of these minutes was authorized with the omission of the signatures of the shareholders present, as permitted under art. 130, §2º of Law 6.404/76. São Paulo, February 16, 2011. Mrs. Ana Maria Marcondes Penido Sant’Anna, presiding president; Mr. Leandro Luiz Zancan, Secretary. Shareholders: (a) CAMARGO CORRÊA INVESTIMENTOS EM INFRA-ESTRUTURA S.A., p. Mrs. Milian Midori Nakamura Matsuda; (b) VBC ENERGIA S.A., p. Mrs. Milian Midori Nakamura Matsuda; (c) ANDRADE GUTIERREZ CONCESSÕES S.A., p. Mrs. Tatiana Medaglia Barreto Padrin; (d) CONSTRUTORA ANDRADE GUTIERREZ S.A., p. Mrs. Tatiana Medaglia Barreto Padrin; (e) AGC PARTICIPAÇÕES LTDA, p. Mrs. Tatiana Medaglia Barreto Padrin; (f) SOARES PENIDO CONCESSÕES S.A., p. Mrs. Ana Maria Marcondes Penido Sant’Anna; (g) SOARES PENIDO OBRAS CONSTRUÇÕES E INVESTIMENTOS LTDA, p. Mr. Mauro Martin Costa; (h) AGUILHA PARTICIPAÇÕES E EMPREENDIMENTOS LTDA, p. Mrs. Ana Maria Marcondes Penido Sant’Anna and p. Mrs. Milian Midori Nakamura Matsuda; (i) EDUARDO BORGES DE ANDRADE, p. Mrs. Tatiana Medaglia Barreto Padrin; (j) PAULO ROBERTO RECKZIEGEL GUEDES, p. Mrs. Tatiana Medaglia Barreto Padrin; (k) ADVANCED SERIES TRUST – AST ACADEMIC STRAT ASSET ALLOC PORTFOLIO; ADVANCED SERIES TRUST – AST INTERNATIONAL; ADVANCED SERIES TRUST – AST PARAMETRIC E; ALAMEDA COUNTY EMPLOYEES RETIREMENT ASSOCIATION; ALLIANZ INTERNATIONAL INVESTMENT FUNDS – ALLIANZ RCM BRAZIL FUND; AMERICAN LEGACY FOUNDATION; AT&T UNION WELFARE BENEFIT TRUST; ATWILL HOLDINGS LIMITED; BELLSOUTH CORPORATION RFA VEBA TRUST F; BEST INVESTMENT CORPORATION; BGI EMERGING MARKETS STRATEGIC INSIGHTS FUND LTD; BLACKROCK INSTITUTIONAL TRUST COMPANY; BLACKROCK LATIN AMERICAN FUND, INC; BMF HOLDINGS LIMITED; BMO GLOBAL INFRASTRUCTURE FUND; BMO HARRIS EMERGING MARKETS EQUITY PORTFOLIO; BROOKFIELD REDDING GLOBAL INFRASTRUCTURE PARTNERS, LP; BT PENSION SCHEME; CANADA PENSION PLAN INVESTMENT BOARD; CAPITAL GUARDIAN ALL COUNTRY WORLD (EX-US) EQUITY MASTER FUND; CAPITAL GUARDIAN ALL COUNTRY WORLD (EX-US) EQUITY FUND FOR TAX-EXEMPT TRUST; CAPITAL GUARDIAN ALL COUNTRY WORLD EQUITY F FOR TAX-EXEMPT TRUSTS; CAPITAL GUARDIAN ALL COUNTRY WORLD EQUITY MASTER FUND; CAPITAL GUARDIAN EMERGING MARKETS EQUITY MASTER FUND; CAPITAL GUARDIAN EMERGING MARKETS EQUITY DC MASTER FUND; CAPITAL GUARDIAN EMERGING MARKETS EQUITY FUND FOR TAX-EXEMPT TRUSTS; CAPITAL GUARDIAN EMERGING MARKETS RESTRICTED EQUITY FUND FOR TAX-EXEMPT TRUSTS; CAPITAL GUARDIAN EMERGING MARKETS TOTAL OPPORTUNITIES FUND FOR TAX-EX TR; CAPITAL GUARDIAN EMERGING MARKETS TOTAL OPPORTUNITIES MASTER FUND; CAPITAL GUARDIAN EMERGING MARKETS TOTAL OPPORTUNITIES FUND; CAPITAL INTERNATIONAL EMERGING MARKETS FUND; CAPITAL INTERNATIONAL FUND; CAPITAL INTERNATIONAL FUND JAPAN; CAPITAL INTERNATIONAL PORTFOLIOS; CATHOLIC HEALTH INITIATIVES; CENTRAL STATES SOUTHEAST AND SOUTHEAST AREAS PENSION FUND; CIBC EMERGING MARKETS INDEX FUND; CIKK FUND – CAPITAL INTERNATIONAL ALL COUNTRIES FUND; COHEN & STEERS GLOBAL INFRASTRUCTURE FUND, INC.; COHEN & STREERS INFRASTRUCTURE FUND, INC.; COLLEGE RETIREMENT EQUITIES FUND; COMGEST GROWTH PLC; COMMONWEALTH GLOBAL INFRASTRUCTURE FUND 3; COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMP. REI SYSTEM; CORNELL UNIVERSITY; COUNTY EMPLOYEES ANNUITY AND BENEFIT FUND OF THE COOK COUNTY; COX ENTERPRISES INC MASTER TRUST; DRIEHAUS EMERGING MARKETS GROWTH FUND; EATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE B; EATON VANCE CORP; EATON VANCE PARAMETRIC STRUCTURED EM; EATON VANCE PARAMETRIC TAX-MANAGED EM; EMERGING GLOBAL SHARES INDXX BRAZIL INFRASTRUCTURE INDEX FUND; EMERGING MARKETS GROWTH FUND INC; EMERGING MARKETS EQUITY TRUST 4; EMERGING MARKETS EQUITY GROUP TRUST; EMERGING MARKETS INDEX NON-LENDABLE F; EMERGING MARKETS STRETEGIC INSIGHTS NON-LENDABLE FUND; EMERGING MARKETS STRETEGIC INSIGHTS NON-LENDABLE FUND B; EMERGING MARKETS SUDAN FREE EQUITY I; EXCEL LATIN AMERICA FUND; FIDELITY FIXED-INCOME TRUST: FIDELITY SERIES; FIDELITY INVESTMENT TRUST: FIDELITY GLOBAL; FIDELITY INVESTMENT TRUST: LATIN AMERICA; FIDELITY LATIN AMERICA FUND; FIDELITY SUMMER STREET TRUST: FIDELITY EX; FINDLAY PARK AMERICAN SMALLER COMP; FINDLAY PARK LATIN AMERICAN FUND; FIRE & POLICE EMPLOYEES RETIREMENT SY; FIRST AMERICAN INVESTMENT FUNDS, INC. – GLOBAL INFRASTRUCTURE F; FIRST AMERICAN INVESTMENT FUNDS, INC. – INTERNATIONAL FUND; FIRST AMERICAN INVESTMENT FUNDS, INC. – INTERNATIONAL SELECT FUND; FIRST INITIATIVES INSURANCE, LTD; FIRST TRUST BICK INDEX FUND; FLORIDA RETIREMENT SYSTEM TRUST FUND; FONDS VOOR GEMENE REKENING BEROEPSVERVOER REPRESENTED BY; FORD MOTOR COMPANY OF CANADA, LIMITED; FORMULA INVESTING INTERNATIONAL VALUE; FORWARD GLOBAL INFRASTRUCTURE FUND; FSP SELECT INDUSTRIAL; GAM EQUITY TWO INC; GENERAL CONFERENCE CORPORATION OF SEVENTH-DAY ADVENTIST; GENERAL ELECTRIC PENSION TRUST; GENERAL MOTORS OF CANADA DOMESTIC T; GLOBAL X BRAZIL MID CAP ETF; H.E.S.T. AUSTRALIA; HEALTH SUPER FUND; I.A.M. NATIONAL PENSION FUND; IBM SAVINGS PLAN; IDF INVESTMENT FOUNDATION; ILLINOIS STATE BOARD OF INVESTMENT; IMPERIAL EMERGING ECONOMIES POOL; ING WISDOMTREE GLOBAL HIGH – YIELDING EQUITY INDEX PORTFOLIO; INTERNATIONAL OPPORTUNITIES FUNDS; IOWA PUBLIC EMPLOYEES RETIREMENT SYSTEM; ISHARES II PUBLIC LIMITED COMPANY; ISHARES MSCI BRAZIL (FREE) INDEX FUND; ISHARES MSCI BRIC INDEX FUND; ISHARES MSCI EMERGING MARKETS INDEX FUND; ISHARES PUBLIC LIMITED COMPANY; INTERNATIONAL GROWTH AND INCOME FUND, INC.; ITAÚ INFRA-ESTRUTURA AÇÕES FUNDO DE INVESTIMENTO; JAPAN TRUSTEE SERVICES BANK, LTD. RE: STB; JNL/CAPITAL GUARDIAN GLOBAL BALANCED FUND; JNL/CAPITAL GUARDIAN GLOBAL DIVERSIFIED RESEARCH FUND; JNL/LAZARD EMERGING MARKETS FUND; JOHN DEERE PENSION TRUST; JOHN HANCOCK FUNDS II INTERNATIONAL EQUITY INDEX FUND; JOHN HANCOCK TRUST CORE ALLOCATION PLUS TRUS; JOHN HANCOCK TRUST INTERNATIONAL EQUITY INDEX TRUST A; JOHN HANCOCK TRUST INTERNATIONAL EQUITY INDEX TRUST B; JP MORGAN BRAZIL EQUITY MASTER INVESTMENT TRUST; KANSAS PUBLIC EMPLOYEES RETIREMENT SYSTEM; KODAK RETIREMENT INCOLE PLAN; LA COMPAGNIE FINANCIERE EDMOND DE ROT; LAUDUS INTERNATIONAL MARKET MASTERS FUND; LAUDUS MONDRIAN EMERGING MARKETS FUND; LAUDUS MONDRIAN INSTITUTIONAL EMERGING MARKETS FUND; LAZARD EMERGING MARKETS FUND; LAZARD EMERGING MARKETS GROWTH FUND; LAZARD EMERGING MARKETS INSTITUTIONAL TRUST; LAZARD GLOBAL ACTIVE FUNDS, PLC; LAZARD RETIREMENT EMERGING MARKETS PORTFOLIO OF THE LAZARD RETIREMENT SERIES, INC.; LAZARD / WILMINGTON COLLECTIVE TRUST; LMA SPC FOR AND ON BEHALF OF MAP 57 S. PORTFOLIO; MACQUAIRE IN MGT LTD AS RESP ENT FOR W M P (AUS) – EM; MACQUAIRE IN MGT LTD AS RESP ENT FOR W M P (AUS) – GLO; MARSHALL EMERGING MARKETS EQUITY FUND; MGI FUNDS – MGI NON-US CORE EQUITY FUND; MORGAN STANLEY GLOBAL STRATEGIST FUND; NATIONAL GRID UK PENSION SCHEME TRUSTEE LIMITED; NORGES BANK; NORTHERN TRUST QUANTITATIVE FUND PLC; NORTHERN TRUST NON-UCITS COMMON CONTRACTUAL FUND; OGI ASSOCIATES LLC; OLEARY BRIC – PLUS INCOME GROWTH FUND; OLEARY GLOBAL INFRASTRUCTURE YIELD FUND; OLEARY GLOBAL YIELD OPPORTUNITIES FUND; OMERS ADMINISTRATION CORPORATION; ONTARIO PENSION BOARD; OPENWORLD PUBLIC LIMITED COMPANY; PACE INT EMERG MARK EQUITY INVESTMENTS; PANAGORA GROUP TRUST; PAX WORLD FUNDS SERIES TRUST I – PAX WORLD BALANCED FUND; PAX WORLD FUNDS SERIES TRUST I – PAX WORLD INTERNATIONAL FUND; PAX WORLD FUNDS SERIES TRUST I – PAX WORLD WOMENS EQUITY FUND; PPL SERVICES CORPORATION MASTER TRUST; PRUDENTIAL INVESTMENT PORTFOLIOS, INC 10 – PRUDENT; PRUDENTIAL SECTOR FUNDS, INC. – PRUDENTIAL UTILITY FUND; PSP FOREIGN EQUITY FUND; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF IDAHO; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPI; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF NEW MEXICO; PUBLIC SECTOR PENSION INVESTMENT BOARD; RAILWAYS PENSION TRUSTEE COMPANY LIMITED; REGIME DE RETRAITE DU PERSONNEL DES CPE ET DES GAR; RETAIL EMPLOYEES SUPERANNUATION PTY LIMITED; ROBECO GLOBAL EMERGING MARKETS EQUITY FUND II; ROCHE US DB PLANS MASTER TRUST; ROGERSCASEY TARGET SOLUTIONS, LLC; RUSSEL INVESTMENT COMPANY PUBLIC LIMITED COMPANY; SANOFI-AVENTIS US PENSION TRUST; SCHWAB EMERGING MARKETS EQUITY ETF; SOUTHERN CA EDISON CO NUCLEAR FAC QUAL CPUC DECOM M T FOR T; SPDR S&P EMERGING LATIN AMERICA ETF; SSGA MSCI BRAZIL INDEX NON LENDING QP COMMON TRUST FUND; STATE OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; STATE OF NEW JERSEY COMMON PENSION FUND D; STATE OF NEW MEXICO EDUCATIONAL RETIREMENT BOARD; STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR T; STATE STREET EMERGING MARKETS; STICHTING DOW PENSIOENFONDS; STICHTING F&C MULTI MANAGER EMERGING EQUITY ACTIVE; T. ROWE PRICE GLOBAL INFRASTRUCTURE FUND; T. ROWE PRICE FUNDS SICAV; T. ROWE PRICE INTERNATIONAL FUNDS: T. ROWE PRICE LATIN AMERICA FUND; T. ROWE PRICE RETIREMENT DATE TRUST; TEACHER RETIREMENT SYSTEM OF TEXAS; THE BARING EM M UMBRELLA FUND, SUB FUND, THE BAR LATIN AMERICA; THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST; THE BRAZIL VALUE AND GROWTH FUND; THE CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM; THE FUTURE FUND BOARD OF GUARDIANS; THE GOVERNMENT OF THE PROVINCE OF ALBERTA; THE HONNEYWELL INTERNATIONAL INC. MASTER RETIREMENT TRUST; THE INCOME FUND OF AMERICA, INC; THE JAMES IRVINE FOUNDATION; THE LAZARD FUNDS INC; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF M; THE MONETARY AUTHORITY OF SINGAPORE; THE NOMURA TRUST AND BANKING CO., NIPPON COMGEST EMERGING MARKETS MOTHER FUND; THE NORTHWESTERN MUTUAL LIFE INSURANCE CO; THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD; THE PRUDENTIAL SERIES FUND, INC. – GLOBAL PORTFOLIO; THE PRUDENTIAL SERIES FUND, INC. – SP INTERNATIONAL G; THE ROYAL BANK OF SCOTLAND PLC AS DEP OF JPM EM MKTS INFR FUND; THE SAN FRANCISCO CITY AND COUNTY EMPLOYEES RET; THE SCOTTISH INVESTMENT TRUST PLC; THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO; THE TEXAS EDUCATION AGENCY; THREADNEEDLE INVESTMENT FUNDS ICVC; TIAA-CREF FUNDS – TIAA-CREF EM M EQUITY FUND; TIAA-CREF FUNDS – TIAA-CREF EM M EQUITY INDEX FUND; TREASURER OF THE STATE OF NORTH CAROLINA EQUITY INVESTMENT; TRUST & CUSTODY SERVICES BANK, LTD. AS TRUSTEE FOR G; TRW AUTOMOTIVE DEFINED BENEFIT MASTER TRUST; UNIBANCO INFRA ESTRUTURA FUND DE INV EM AÇÕES; UNITED TECHNOLOGIES CORPORATION MASTER RETIREMENT TRUST; UNIVERSITY OF PITTSBURGH MEDICAL CENTER SYSTEM; UNIVERSITIES SUPERANNUATION SCHEME LTD; U.S. GLOBAL INVESTORS FUNDS – GLOBAL MEGA TRENDS F; VANGUARD EMERGING MARKETS STOCK INDEX FUND; VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; VANGUARD TOTAL INTERN STOCK INDEX FUND, A SERIES OF VANGUARD STAR FDS; VANGUARD INVESTMENT SERIES, PLC; VIRGINIA RETIREMENT SYSTEM; WASHINGTON STATE INVESTMENT BOARD; WEISS MULTI-STRATEGY PARTNERS LLC; WELLINGTON MANAGEMENT PORTFOLIOS (DUBLIN) P.L.C.; WELLINGTON TRUST COMPANY N.A.; WEST VIRGINIA INVESTMENT MANAGEMENT BOARD; WILLIAM BLAIR COLLECTIVE INVESTMENT TRUST; WILMINGTON INTERNATIONAL EQUITY FUND SELECT, L.P.; WUT63; XEROX CANADA EMPLOYEES RETIREMENT PLAN; p. Mr. Anderson Carlos Koch. I hereby certify that this is a full and authentic copy of the minutes of the General Special Meeting held on February 16, 2011, copied into the “Registry of General Meeting Minutes” book, and whose publication has been authorized.

Mr. Leandro Luiz Zancan
Secretary