1. DATE, LOCATION AND TIME: At 5:30 p.m. of May 10, 2011 at the head offices of CCR S.A. located at Avenida Chedid Jafet, No. 222, Block B, 5th floor, in the City of São Paulo, State of São Paulo, at 2 p.m.

2. PRESENCE: All elected members of the Company’s Board of Directors.

3. PRESIDING: Mr. Francisco Caprino Neto as president and Mr. Marcus Rodrigo de Senna as secretary.

4. The members, by unanimous vote and without any restrictions, made the following resolutions, in compliance with paragraph (v) of Article 12 of Law 6.404/76 and item (v) of the Company‘s Bylaws and, in view of the Report issued by KPMG Auditores Independentes on May 10, 2011 and the analysis of the Company’s Audit Committee and the Fiscal Council in meetings held on this date, analyzed and expressed themselves favorably regarding the Financial Statements for the quarter ending March 30, 2011, pursuant to the documents presented to the members of the Council during this Meeting.

There being no other business to discuss, the meeting was then resumed, the minutes read, found in order, approved and signed by all present. Mr. Francisco Caprino Neto, president of the head table, and Mr. Marcus Rodrigo de Senna, secretary. Members: (1) FRANCISCO CAPRINO NETO; (2) ANA MARIA MARCONDES PENIDO SANT’ANNA; (3) ANA DOLORES MOURA CARNEIRO DE NOVAES; (4) EDUARDO BORGES DE ANDRADE; (5) GILBERTO AUDELINO CORREA; (6) GUSTAVO PELLICIARI DE ANDRADE; (7) HENRIQUE SUTTON DE SOUSA NEVES; (8) MARCELO PIRES OLIVEIRA DIAS; (9) PAULO ROBERTO RECKZIEGEL GUEDES; and (10) RICARDO COUTINHO DE SENA.. I certify that this is a true copy of the original recorded in Book.

Marcus Rodrigo de Senna
Secretary