MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON APRIL 13, 2012
1. DATE, TIME AND PLACE: 13 On April 13, 2012, at 12:00 noon, at the Company‘s head offices located at Avenida Chedid Jafet No. 222, Block B, 5th floor, in São Paulo, São Paulo State.
2. ATTENDANCE: All of the elected Members of the Board of Directors of the Company were present.
3. PRESIDING: Mrs. Ana Maria Marcondes Penido Sant‘Anna chaired the meeting and Mr. Marcus Rodrigo de Senna was secretary.
4. The Members, pursuant to Article 14, paragraph (i) of the Company‘s Bylaws, approved unanimously the re-election of members of the Board of Executive Officers for two year terms of office, namely: (1) President, Mr. Renato Alves Vale, Brazilian, married, engineer, RG 977-268 SSP/MG, CPF/MF 138.054.446-72; (2), Vice President of Business Management, Mr. Ítalo ROPPA, BRAZILIAN, married, civil engineer, RG 39.541.382-5-SSP/SP, CPF/MF 404.189.877-34; (3) Vice President of Business Management, Mr. José Braz Cioffi, Brazilian, married, engineer, RG 38.123/D MG – CREA, CPF/MF 497.932.926-87; (4 ) Vice President of Institutional Relations, Mr. Ricardo Antônio Mello Castanheira, Brazilian, married, civil engineer, RG MG-1.190.558 SSP/MG, CPF/MF 130.218.186-68; (5) Corporate Development Officer; Mr. Antonio Linhares da Cunha, Brazilian, married, civil engineer, RG M-751190 – SSP – MG, CPF 414.102.036-20; (6) Chief Financial Officer, Mr. Arthur Piotto Filho, Brazilian, married, civil engineer, RG 7.599.667-4-SSP/SP, CPF/MF No. 826.0275.18-04; (7) New Business Officer, Mr. Leonardo Couto Vianna, Brazilian, married, engineer, RG No. M-180.106, SSP/MG, CPF/MF 156.835.756-72; (8) General Counsel, Mr. Marcus Rodrigo Senna, Brazilian, married, lawyer, registered with the OAB/SP No. 171.635, CPF/MF 517.890.356-00; and (9) Planning and Control Officer, Mr. Paulo Yukio Fukuzaki, Brazilian, married, accountant, RG No. 10.194.341-SSP/SP, CPF/MF 073.215.168-65, all domiciled in São Paulo – SP, at Avenida Chedid Jafet, No. 222, Block B, 5th floor. The directors discussed and approved the appointment of Mr. Arthur Piotto Filho for the post of Investor Relations Officer under the terms and conditions contained in the regulations of the Securities Exchange Commission. According to the provisions of CVM Instruction 358, dated January 1, 2002 and subsequent amendments, the Board also approved the name of the Investor Relations Officer to be responsible for implementation and monitoring of share policy negotiation actions and disclosures of the Company‘s material acts or facts, as 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 herein reelected directors accepted their appointments, stating their cognizance of art. 147 of Law 6,404 of December 15, 1976, as amended, and therefore are not impeded under any of the hypotheses contained in said article that would prevent them from performing the duties of members of the Company‘s Board of Director. Accordingly, the directors were then invested in their positions after the completion of legal formalities, for the term to expire on the date of the first meeting of the Board, as may be held after the Ordinary Shareholders Meeting for the year 2014. The Chairman also informed that the re-elected members presented résumés and statements, to be filed with the Company, completing the formalities required by CVM Instruction 367 of May 29, 2002.
5. CLOSURE: There being no further business to discuss, the meeting was adjourned and then reconvened after these minutes were drafted. They were then read, found to be in order, approved and signed by all those present. São Paulo, April 13, 2012. ANA MARIA MARCONDES PENIDO SANT’ANNA; (2) EDUARDO BORGES DE ANDRADE; (3) ANA DOLORES MOURA CARNEIRO DE NOVAES; (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.
Marcus Rodrigo de Senna