1. DATE TIME AND PLACE: Held at 5:30 p.m. on August 8, 2012 at the Company‘s head offices located at Avenida Chedid Jafet, 222, Bloco B, 5th floor in the City of São Paulo, State of São Paulo.

2. ATTENDANCE: All elected members of the Company‘s Board of Directors were in attendance.

3. PRESIDING: Ms. Ana Maria Marcondes Penido Sant’Anna was chairwoman and Mr. Marcus Rodrigo de Senna acted as secretary.

4. By unanimous vote, the Members approved the following resolutions without any restrictions, pursuant to item (v) of art. 142 of Law 6.404/76 and item (v) of art. 14 of the Company‘s Bylaws, and in view of the Special Review Report issued by Deloitte Touche Tohmatsu Auditores Independentes of August 8, 2012 and after review of the Company‘s Audit Committee and Fiscal Council in meetings held on the date, analyzed and expressed themselves favorably disposed to accept the Financial Statements for the quarter ended at June 30, 2012, as presented in the documents to the members of the Board during the aforementioned Meeting.

5. CLOSURE: There being no further business to conduct, the meeting was adjourned, reinitiated and the minutes were read, found to be in order, approved and signed by all present. São Paulo, August 8, 2012. Ms. Ana Maria Marcondes Penido Sant’Anna, chairwoman and Mr. Marcus Rodrigo de Senna, Secretary. Members: (1) ANA MARIA MARCONDES PENIDO SANT’ANNA; (2) EDUARDO BORGES DE ANDRADE; (3) EMERSON DE ALMEIDA; (4) FRANCISCO CAPRINO NETO; (5) HENRIQUE SUTTON DE SOUSA NEVES; (6) LUIZ ALBERTO COLONNA ROSMAN; (7) MARCELO PIRES OLIVEIRA DIAS; (8) PAULO ROBERTO RECKZIEGEL GUEDES; (9) RICARDO COUTINHO DE SENA and (10) ROBERTO CARLOS DEUTSCH. I hereby certify that this is a faithful copy of the original minutes as written into its own book.

Marcus Rodrigo de Senna