1. DATE, TIME AND PLACE: Held February 26, 2013 at 10:00 a.m., at the headquarters of CCR S.A. (“Company”), located at Avenida Chedid Jafet, 222, Bloco B, 5th floor, in the City of São Paulo, State of São Paulo.
2. ATTENDANCE: All of the Company‘s elected members of the Board of Directors were present.
3. PRESIDING: Mrs. Ana Maria Marcondes Penido Sant‘Anna was the chairwoman and Mr. Marcus Rodrigo de Senna was the secretary.
4. The Members, by unanimous vote and without any restrictions, with abstentions from those legally barred from voting pursuant to Article 12, clause (xvi) of the Bylaws of the Company, resolved:
(i) To approve the extension of the maturity of the 1st Issue of Debentures of Rodovias Integradas do Oeste S.A. (“SPVias” and “Debentures,” respectively), in order to change the final date of maturity of the Debentures from February 28, 2013 to August 28, 2013;
(ii) To approve the preparation by the Company of the fourth amendment (“Fourth Amendment”) to the Private Registration Deed of the 1st Issue of Simple Debentures, Not Convertible into Shares, in a Single Series, Subordinated Type, With Additional Guarantee for Public Distribution with Restricted Placement Efforts, by Rodovias Integradas do Oeste S.A. (legal successor of Vialco Concessões Rodoviárias SPE S.A.) (“Deed”), acting as intervening guarantor and guarantor of all obligations undertaken by SPVias, with the objective of the Fourth Amendment being to extend the maturity of the Debentures to change the final maturity date from February 28, 2013 to August 28, 2013; and
(iii) To authorize the Company‘s executive board to take all actions necessary to put into effect the aforementioned resolutions, including, but not limited to, the formalizing of the Fourth Amendment and adoption, together with government agencies and private entities, of actions deemed necessary to ensure that the measures resolved at that meeting are put into place.
5. RESOLUTIONS: There being no further business to discuss, the meeting was adjourned and then reinitiated after these minutes were drafted. They were then read, found to be in order, approved, and signed by all present. São Paulo, February 26, 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 and (10) ROBERTO CARLOS DEUTSCH. I certify that this is a true copy of the original recorded in the book, on pages 107, 108 and 109.
Marcus Rodrigo de Senna