1. DATE, TIME AND PLACE: 8:30 a.m. on April 29, 2011, at the Company‘s headquarters, located at Avenida Chedid Jafet, 222, Block B, 5th floor, in the City of São Paulo, State of São Paulo.

2. ATTENDANCE: All members-elect of the Board of Directors of the Company.

3. PRESIDING: Mr. Francisco Caprino Neto assumed the presidency of the meeting and Mr. Marcus Rodrigo de Senna was named secretary.

4. The Members of the Board unanimously and without any restrictions, pursuant to Article 12, item (i) of the Company‘s Bylaws, accepted the resignation presented by Mr. Márcio José Batista, reelected as a member of the Company‘s Executive Board of Officers at the Meeting of the Board of Directors held on April 28, 2010. In view of this, the Executive Board to be composed of eight (8) members, as allowed under Article 13, caput, of the Company‘s Bylaws, shall be as follows: for the position of (a) President and CEO, Mr. Renato Alves Vale, Brazilian, married, engineer, RG No. M-977-268 SSP/MG, CPF/MF No. 138.054.446-72 and for the other positions of Officers: (2) Mr. Ítalo ROPPA, Brazilian, married, civil engineer, RG No. 39.541.382-5-SSP/SP, CPF/MF No. 404.189.877-34; (3) Mr. José Braz Cioffi, Brazilian, married, engineer, bearer of Identity Card No. 38.123/D MG – CREA , CPF/MF No. 497.932.926-87; (4) Mr. Antônio Linhares da Cunha, Brazilian, married, civil engineer, RG No. M-751190 – SSP – MG, CPF 414.102.036-20; ( 5) Mr. Arthur Piotto Filho, Brazilian, married, civil engineer, RG No. 7.599.667-4-SSP/SP, CPF/MF No. 826.027.518-04; (6) Mr. Leonardo Couto Viana, Brazilian, married, engineer, RG No. M-180.106, SSP/MG, CPF/MF No. 156.835.756-72; (7) Mr. Marcus Rodrigo de Senna, Brazilian, married, lawyer, registered with the OAB/SP under No. 171.635, registered under CPF/MF under No. 517.890.356-00; and (8) Mr. Paulo Yukio FUKUZAKI, Brazilian, married, accountant, bearer of Identity Card No. 10.194.341-SSP/SP, CPF/MF under No. 073215168-65, all domiciled in São Paulo – SP, at Avenida Chedid Jafet, No. 222, Block B, 5th floor. The Members of the Board ratified the appointment of Mr. Arthur Piotto Filho to the position of Investor Relations Officer under the terms and conditions contained in the rules of the Securities Exchange Commission and pursuant to the provisions contained in CVM Instruction No. 358 of 1/3/2002 and subsequent amendments, and ratified the appointment of the Investor Relations Officer to be the person responsible for executing and monitoring the Company‘s policies for stock trading and disclosures of material facts, approved at the Board of Directors Meeting held on July 31, 2002 pursuant to the terms and conditions specified in the rules of the Securities Exchange Commission. The aforementioned officers were elected at the Meeting of the Board of Directors of the Company held April 28, 2010 and October 1, 2010, with mandates of two (2) years as from April 28, 2010, in view of the fact that the Directors elected on October 1, 2010, José Braz Cioffi and Paulo Yukio Fukuzaki are to fulfill the term of the mandate along with the other officers, which expires on the date of the first Meeting of the Board of Directors to be held after the General Shareholders Meeting for the year 2012.

With no further business to discuss, the meeting was then resumed, the minutes read, found in order, approved and signed by all present. São Paulo April 26, 2011. Mr. Francisco Caprino Neto, President, and Mr. Rodrigo de Marcus 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 hereby certify that this is a true copy of the original recorded in Book.

Marcus Rodrigo de Senna
Secretary of the Presiding Table