1. DATE, TIME AND PLACE: Held at 6:00 p.m. on February 27, 2013, at the Company’s headquarters, located at Avenida Chedid Jafet, 222, “B” Block, 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 served as secretary.

4. Pursuant to subsection (v) of Article 142 of Brazilian Law 6.404/76 and clauses (v) and (x) of Art. 14 of the Company’s Bylaws, and on the Opinions issued on February 27, 2013 by Deloitte Tohmatsu Independent Auditors and the Company’s Audit Committee and Fiscal Council, the members unanimously analyzed and recommended to the General Shareholders Meeting the approval of the following items: (i) Management Report, Balance Sheet, Income Statement, Retained Earnings Statement (Changes in Equity Statement), Cash Flow Statement, Value Added Statement and Notes to the Financial Statements, all related and relative to the fiscal year ended December 31, 2012, which shall be duly published in the Business Section of the “Diário Oficial do Estado de São Paulo” and in the national edition of the “Valor Econômico” newspaper; (ii) review of the capital budget for fiscal year 2013; (iii) proposal for the allocation of net income for the year ended December 31, 2012, all in accordance with the documents submitted to the members of the Board at this Meeting.

5. There being no further business to discuss, the meeting was adjourned to draw up these minutes. The meeting was then reconvened, the minutes read and found to be in order, approved and signed by all those present. São Paulo, February 27, 2013. Ms. 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 its own book on pages 114 and 115.

Marcus Rodrigo de Senna
Secretary