1. Held at 4:00 p.m. on March 27, 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. The members unanimously and with no restrictions whatever approved, in compliance with (iv) of art. 142 of Law 6.404/76 and item (iv) of art. 14 of the Company’s Bylaws, and under the terms contained in the Meeting of the Board of Directors held February 29, 2012, the convoking of a General Shareholders Meeting to be held April 13, 2012 at 10:30 a.m. at Avenida Chedid Jafet, No. 222, Block “B”, 5th floor, to discuss the following Agenda: (a) Examination of the directors’ accounts; analyze, discuss and vote on the Management Report, the Company’s Financial Statements and Explanatory Notes together with the Independent Auditor’s and Fiscal Council’s reports, for the fiscal year ended December 31, 2011; (b) review and approval of capital budget; (c) consider a proposal for the allocation of net income for the fiscal year ended on December 31, 2011; (d) determine the number of seats on the Company’s Board of Directors for the next term and elect members to the Company’s Board of Directors; (e) election of members of the Board of Directors of the Company; (f) establish compensation for the directors; and (g) discuss the establishment and composition of the Fiscal Council.

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 27, 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.

Sr. Marcus Rodrigo de Senna
Secretary