1. DATE, TIME AND PLACE: Held at 8:00 a.m. on March 26 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 were a majority of the 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 interest held by the Andrade Gutierrez Group (Controller of the Company, “Seller,” and, together with the Company, the “Parties”) in a special purpose company that participates in airport infrastructure concessions and companies that are directly and indirectly related to airport infrastructure operations for the Quito international airport project in Ecuador (Quito) (Andrade Gutierrez Group) (Asset), 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, paragraph (xiv) of the Company’s Bylaws, approve the signing by its Concessions Investments Company subsidiary, of the Private Purchase and Sale of Shares Agreement, and Other Covenants to be entered into on this date between the Seller and the company controlled by the Company, to acquire the entire equity interest owned, directly or indirectly, by Andrade Gutierrez Concessions S.A. in the following companies: AG Concesiones y Participaciones S.L., AG Concessions Inc., and AGC Participations Inc., and the right to acquire shares representing 45.5% (forty-five point five percent) and the respective voting rights to the share capital of FTZ Development S.A., being those companies that are part of the aforementioned Quito international airport project in Ecuador;
(II) Pursuant to article 14, paragraphs (xv) and (xvi) of the Company’s Bylaws, approve the Company’s guarantee provision to obligations assumed by its Concessions Investments Company subsidiary in the Private 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 matter described above was 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 Mr. Francisco Caprino Neto, Marcelo Pires Oliveira Dias, Roberto Carlos Deutsch, Eduardo Borges de Andrade, Ricardo Coutinho de Sena and Paulo Roberto Reckziegel Guedes, being Directors elected through nomination of the controlling shareholders of Andrade Gutierrez and Camargo Corrêa Groups, who declared themselves ineligible to vote, and
(IV) Authorize the Board of Executive Officers to execute all necessary documents and/or contracts to put into effect the resolutions approved herein, as well as any and all documents related to or resulting from the referenced deliberations.
5. 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, March 26, 2012. Mr. Francisco Caprino Neto, Chairman, and Mr. Marcus Rodrigo de Senna, Secretary. Directors: (1) FRANCISCO CAPRINO NETO; (2) ANA MARIA MARCONDES PENIDO SANT’ANNA; (3) ANA DOLORES MOURA CARNEIRO DE NOVAES; (4) EDWARD 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