1. DATE, TIME AND PLACE: Held at 8 a.m. on April 2, 2012, at the Company‘s headquarters, located at Avenida Chedid Jafet, no. 222, Block “B,” 5th floor, in the City of São Paulo, State of São Paulo.
2. ATTENDANCE: Present was a majority of elected members of the Company‘s Board of Directors.
3. PRESIDING: Mr. Francisco Caprino Neto chaired the meeting and Mr. Marcus Rodrigo de Senna served as secretary.
4. AGENDA AND RESOLUTIONS: Continuing the process of acquiring equity interests held by the Andrade Gutierrez Group (Company‘s controlling shareholder, “Seller,” and, together with the Company, the “Parties”) in special purpose companies that participate in airport infrastructure concessions and companies that are directly and indirectly related to airport infrastructure operations for the San Jose international airport project in Costa Rica (“Costa Rica”) (Andrade Gutierrez Group) (“Assets”), as approved at the meeting of the Company‘s Board of Directors on December 26, 2011 and the Extraordinary Shareholders Meeting of the Company held on January 16, 2012:
(I) Pursuant to article 14, clause (xiv) of the Company‘s Bylaws, approve the signing by its subsidiaries (a) Companhia de Participações em Concessões (“CPC”) and (b) CCR España – Concesiones y Participaciones, S.L. (“CCR ESPAÑA “), as buyers, of the Private Instrument of Purchase and Sale of Shares and Other Covenants to be entered into on this date between the Parties and those companies controlled by the Company for the acquisition, respectively: (i) of the total the equity interest held by Andrade Gutierrez Concessões S/A (“AG CONCESSÕES”) in AGC Airports Inc., a company that is a member of the project referring to the financial structuring of the international airport in San Jose, Costa Rica; and (ii) the total equity interest held by the AG CONCESSÕES in AGC Holding S.A., a member of the project referring to the operating structure of the international airport of San Jose, Costa Rica, through the intervention-approval of CPC;
(II) Pursuant to Article 14, clauses (xv) and (xvi) of the Company‘s Bylaws, to approve the provision of a guarantee by the Company on behalf of the obligations assumed by its subsidiaries (a) CPC and (b) CCR ESPAÑA, with regard to the Private Instruments of Purchase and Sale of Shares and Other Covenants to be entered into on this date, as described in item (i) above;
(III) To establish that the matters described above were considered and approved by a majority of the members present, first by Ms. Ana Maria Marcondes Penido Sant’Anna, followed by the approvals of Ms. Ana Dolores Carneiro de Novaes and Mr. Henrique Sutton de Sousa Neves; with abstentions from Messrs. Francisco Caprino Neto, Marcelo Pires Oliveira Dias, Roberto Carlos Deutsch, Eduardo Borges de Andrade, Ricardo Coutinho de Sena and Paulo Roberto Reckziegel Guedes, being Members elected through nomination of controlling shareholders of the Andrade Gutierrez and Camargo Corrêa Groups, who declared themselves ineligible; and
(IV) To authorize the Board of Executive Officers to execute all necessary documents and/or contracts to bring into effect the resolutions approved herein, as well as any and all documents related to or resulting from the referenced deliberations.
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 2, 2012.Mr. Francisco Caprino Neto, Chairman, 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) HENRIQUE SUTTON DE SOUSA NEVES; (6) MARCELO PIRES OLIVEIRA DIAS; (7) PAULO ROBERTO RECKZIEGEL GUEDES; (8) RICARDO COUTINHO DE SENA and (9) ROBERTO CARLOS DEUTSCH. I certify that this is a true copy of the original, which is recorded in its own book.
Marcus Rodrigo de Senna