C.N.P.J. No. 02.846.056/0001-97
N.I.R.E. 35.300.158.334


1. DATE, TIME AND PLACE: 09:00 pm on October 1, 2010, at the Company‘s headquarters, located on Avenida Chedid Jafet No. 222, Block B, 5th floor, in São Paulo, São Paulo .

2. ATTENDANCE: All elected members of the Board of Directors of the Company.

3. SESSION CHAIRMEN: Chairmanship assumed by Mr. Eduardo Borges Andrade with Mr. Marcus Rodrigo de Senna as secretary.

4. The Directors, as indicated in clause (i) of Article 12 of the Bylaws of the Company: (i) accepted the resignation of the Director, Mr. Nesbitt Rebelo Luis Augusto da Silva, elected at the Meeting of the Board of Directors held on 28/04/2010 and (ii) unanimously approved the election of Mr. Paul Yukio FUKUZAKI, Brazilian, married, accountant, bearer of Identity Card N. 10.194.341-SSP/SP, CPF/MF 073.215.168-65, domiciled in São Paulo, São Paulo, Avenida Chedid Jafet, No. 222, Block B, 5th floor, to the position of Director, replacing Mr. Nesbitt Rebelo Luis Augusto da Silva and Mr. Cioffi Jose Braz, Brazilian, married, engineer, bearer of Identity Card No. 38123 / D MG – CREA, CPF/MF 497.932.926-87, domiciled in São Paulo, São Paulo, Avenida Chedid Jafet, No. 222, Block B, 5th floor, to fill the vacant position, both as Board members without specific designation. The elected directors hereby accepted their appointments, stating that they are aware of art. 147 of Law 6404/76 and subsequent amendments and therefore, are not liable for any of the crimes defined in law that might prevent them from performing business activities. Therefore, the directors were invested in their positions after completing the legal formalities, for the mandates that will terminate on the date of the first meeting of the Board as may be held after the Annual General Meeting for the year 2012. The Directors wish to thank Mr. Luis Augusto Nesbitt Rebelo da Silva for services rendered as a member of the Board of Directors of the Company, and welcome the Honourable Paul Yukio Fukuzaki and Jose Braz Cioffi, after their elections.

5.With no further business to discuss, the meeting was adjourned for the time required to draw up these minutes. The meeting was then resumed, the minutes read, found in order and approved and signed by all present. São Paulo, March 1st, 2010.Mr. Eduardo Borges de Andrade, Chair and secretary, Mr. Rodrigo de Marcos Senna. Directors: (1) SRA. ANA MARIA MARCONDES PENIDO SANT’ANNA; (2) SR. EDUARDO BORGES DE ANDRADE; (3) SRA. ANA DOLORES MOURA CARNEIRO DE NOVAES; (4) SR. FRANCISCO CAPRINO NETO; (5) SR. GILBERTO AUDELINO CORREA; (6) SR. MARCELO PIRES OLIVEIRA DIAS; (7) SR. RICARDO COUTINHO DE SENA and (8) SR. HENRIQUE SUTTON DE SOUSA NEVES. I certify that this is a true copy of the original Minutes as recorded in the Company Book.

Mr. Rodrigo de Marcus Senna