1. DATE, TIME AND PLACE: Held on May 17, 2013 at 12 noon, at the headquarters of CCR S.A. (“Company”), located at Avenida Chedid Jafet, 222, Bloco B, 5th floor, in the city and state of São Paulo.

2. ATTENDANCE: The majority of members of the Company‘s Board of Directors were present.

3. PRESIDING: Mr. Eduardo Borges de Andrade chaired the meeting with Mr. Marcus Rodrigo de Senna acting as secretary.

4. AGENDA: To analyze and deliberate on (i) the Company’s provision of a guarantee for debentures to be issued by Rodovias Integradas do Oeste S.A. (“SPVias”), as part of the 3rd issue of simple, non-convertible debentures, in single series, unsecured, with an additional bank guarantee, for public distribution with restricted placement efforts, pursuant to CVM Instruction 476 of the Securities Exchange Commission of January 16, 2009, as amended (“CVM Instruction 476”), in the total amount of the issue of R$ 800,000,000.00 (eight hundred million Reais) (“Debentures” and “Offer”); and (ii) to authorize the Company’s Board of Executive Officers, as well as its proxies constituted for this purpose by the Company, to sign all documents necessary for the provision of the guarantee described above.

5. RESOLUTIONS: The Members of the Board, by unanimous vote and without any restrictions, pursuant to clause (xvi) of article 14 of the Company’s Bylaws, resolved to approve:

(i) The provision of a surety by the Company to guarantee the Debentures to be issued by SPVias, as a result of which the Company, jointly with SPVias, shall figure as co-guarantor of the debt and main payer of the Debentures, pursuant to the additional terms and conditions to be contained in the deed of issue of the Debentures (“Deed of Issue”), observing that the Debentures shall have the following features:

a) Number of the Issue: The Debentures will represent the third issue of SPVias debentures.

b) Total Value of the Issue: The total value of the Issue will be R$ 800,000,000.00 (eight hundred million Reais).

c) Date of Issue: For all purposes and effects, the date of issue of the Debentures shall be set in the Deed of Issue (“Deed of Issue”).

d) Quantity: 80,000 (eighty thousand) Debentures will be issued.

e) Nominal Value: The Debentures have a nominal unit value of R$ 10,000 (ten thousand reais). The nominal unit value of the Debentures shall not be subject to monetary restatement.

f) Series: The Issue will be made in a single series.

g) Form: The Debentures will be issued as registered and book entry securities, without the issuance of vouchers or certificates.

h) Type and Species: The Debentures shall be simple, unsecured and non-convertible into shares.

i) Warranty: The Debentures will be backed by a surety to be provided by the Company, under the terms of the Deed of Issue. No other guarantees shall be constituted for the Debentures.

j) Compensatory Interest Payment: The Debentures will pay compensatory interest established on the basis of the accrued variation of 105.00% (one hundred and five percent) of the average daily Interbank Deposit Rate, Over Extra-Group, expressed as an annual percentage, based on 252 (two hundred and fifty-two) business days, calculated and published daily by CETIP S.A. – Mercados Organizados (“CETIP”) in its daily newsletter, available at its Internet site (http://www.cetip.com.br), in an exponential and accrued form, pro rata temporis for the business days gone by, incurring on the nominal unit value of each debenture, (i) in the case of the first Capitalization Period (as defined in the Deed of Issue), of the Date of Issue until the date of the first payment of compensatory interest, and (ii) as of the second Capitalization Period (as defined in the Deed of Issue), of the immediately subsequent date foreseen for the payment of compensatory interest, pursuant to the terms of the Deed of Issue. The compensatory interest shall be calculated according to the formula foreseen in the Deed of Issue and shall be paid semiannually as of the Date of Issue.

k) Amortization of the Principal: The nominal unit value of the Debentures will be fully amortized on the Date of Maturity (as defined below), except for the possibility of special amortization, of optional early purchase, of early maturity or early redemption, as per the terms of the Deed of Issue.

l) Subscription Price: The subscription price of each debenture shall consist of its nominal unit value, plus compensatory interest, incurring pro rata temporis as of the Date of Issue until the effective date of subscription by the subscriber.

m) Form of Subscription: The Debentures shall be subscribed according to the CETIP procedures, with distribution settled through the CETIP.

n) Full Payment and Form of Payment: The Debentures shall be paid in full in cash, upon the act of subscribing, in national currency, in accordance with the procedures adopted by the CETIP.

o) Date of Maturity: The final maturity of the Debentures will occur three (3) years as of the Date of Issue (“Maturity Date”), except in the event of special amortization, early maturity, optional early purchase and early redemption as foreseen in the Deed of Issue.

p) Renegotiation: There will be no renegotiation of the Debentures.

q) Special Amortization: SPVias may make special amortization of up to 95% (ninety five percent) of the Nominal Unit Value of the Debentures, as set forth in the terms and conditions of the Deed of Issue. There shall be no bonus for special amortization.

r) Optional Early Acquisition: SPVias may, at any time, acquire Debentures in circulation, observing the terms of paragraph 3 of article 55 of the Corporations Law. The Debentures acquired by SPVias may be cancelled, be held in SPVias’ treasury or be newly placed in the market, observing the restrictions imposed by CVM Instruction 476. The Debentures acquired by SPVias to hold in treasury, if and when placed back in the market, shall pay the compensatory interest of the other Debentures in circulation.

s) Total Early Redemption: The Debentures may, at the exclusive criterion of SPVias, be totally redeemed, observing the terms and conditions set forth in the Deed of Issue. The amount of the redemption owed by SPVias shall be the equivalent of the balance of the nominal unit value of the to be redeemed, plus (i) the corresponding compensatory interest and (ii) the other charges owed and not paid until the date of the early redemption. There shall be no bonus for early redemption and partial early redemption is not permitted.

t) Early Maturity: Besides the hypotheses foreseen in the applicable regulations and legislation, the Debentures may mature early if additional events occur as foreseen in the Deed of Issue, requiring SPVias to make payment of the nominal unit value of the Debentures, plus the compensatory interest and the daily charges, if any, to be calculated under the terms set forth in the Deed of Issue.

u) Use of Proceeds: The proceeds obtained by SPVias through the issuance of the Debentures will be used for the early redemption of all of the debentures from its first debentures issue.

v) Placement and Trading: The Debentures will be for public distribution, with restricted placement efforts, with a firm guarantee to be provisioned by the financial institution mediating the Offer, pursuant to CVM Instruction 476. The Debentures will be registered for distribution in the primary market and traded on the secondary market in the modules and systems managed and operated by the CETIP.

w) Other features: The other features of the Debentures and the Offer can be found in the Deed of Issue and its pertinent documents.

(ii) The authorization of the Company’s Executive Officers, as well as those proxies duly constituted by the Company for this purpose, to carry out all and any acts necessary to put into practice all of the acts necessary to implement the resolutions herein set forth, including signing the Deed of Issue and any other instrument related to the Debentures and/or guarantee to be provided by the Company under the terms hereby approved.

5. There being no further business, these minutes were drawn up, read, approved and signed by all present. São Paulo, May 17, 2013. Mr. Eduardo Borges de Andrade, as chairman and Mr. Marcus Rodrigo de Senna, as secretary. Members: (1) EDUARDO BORGES DE ANDRADE; (2) FRANCISCO CAPRINO NETO; (3) ANA MARIA MARCONDES PENIDO SANT’ANNA; (4) LUIZ CARLOS VIEIRA DA SILVA; (5) FERNANDO AUGUSTO CAMARGO DE ARRUDA BOTELHO; (6) HENRIQUE SUTTON DE SOUSA NEVES; (7) LUIZ ALBERTO COLONNA ROSMAN; (8) LUIZ ANÍBAL DE LIMA FERNANDES; (9) LUIZ ROBERTO ORTIZ NASCIMENTO; (10) PAULO ROBERTO RECKZIEGEL GUEDES; and (11) RICARDO COUTINHO DE SENA. I hereby declare that this is a true copy of the minutes drawn up in the Company’s record book, pages 152 to 156.

Mr. Marcus Rodrigo de Senna
Secretary