1. DATE, TIME AND PLACE: Held at 8 a.m. on February 20, 2013 at the Company‘s head offices located at Avenida Chedid Jafet, 222, Block 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 present.

3. PRESIDING: Ms. Ana Maria Marcondes Penido Sant’Anna chaired the meeting and Mr. Marcus Rodrigo de Senna, was secretary.

4. The Members approved with the unanimous vote of all those present and without any restrictions, pursuant to Article 14, section (xiii) of the Company‘s Bylaws, the ratification of the signing by its CONCESSIONÁRIA DA RODOVIA PRESIDENTE DUTRA S.A. (“NovaDutra”) and CONCESSIONÁRIA DA PONTE RIO-NITERÓI S.A. (“Ponte”) subsidiaries, respectively, Additional Terms 11/2012 to Highway Concession Contract PG-137/95-00 and 10/2012 of Highway Concession Contract PG-154/94-00, signed between the aforementioned subsidiaries and the Federal Government through the intermediation of the Agência Nacional de Transportes Terrestres – ANTT (“ANTT”).

5. There being no further business, the meeting was adjourned for the time necessary to draw up these minutes. The meeting was reinitiated, the minutes were read, found to be in order and approved and signed by all present. São Paulo, February 20, 2013. Mrs. 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; e (10) ROBERTO CARLOS DEUTSCH. I hereby certify that these minutes are a faithful copy of the original as written into its own book, pages 105 and 106.

Marcus Rodrigo de Senna

Secretary