1. DATE, TIME AND PLACE: Held at 5:00 p.m. on March 29, 2012, at the headquarters of the Company, located at Avenida Chedid Jafet, 222, Bloco B, 5º andar, in the city and state of São Paulo.
2. CALL NOTICE AND ATTENDANCE: The majority of members of the Company‘s Board of Directors were present.
3. PRESIDING: The meeting was chaired by Mr. Francisco Caprino Neto, with Mr. Marcus Rodrigo de Senna acting as secretary.
4. AGENDA: To deliberate on the following: (i) The issue, by the Company, for public distribution, with restricted placement efforts, of commercial paper in up to ten (10) nominal units of forty million reais (R$40,000,000.00), totaling four hundred million reais (R$400,000,000.00) (“Commercial Paper”), in accordance with Instruction 134 issued by the Securities and Exchange Commission of Brazil (“CVM”) on November 1, 1990, as amended, (“CVM Instruction 134”) and CVM Instruction 155 of August 7, 1991, as amended, and observing the procedures in CVM Instruction 476 of January 16, 2009, as amended (“CVM Instruction 476”) (“Issue”); (ii) Authorization of the executive officers and/or representatives of the Company to sign all documents and contractual instruments, including any addenda, as the case may be, and to carry out any acts related to the Issue and the Commercial Paper, including the registration in the Company‘s records and the publication of these minutes.
5. RESOLUTIONS: The Directors decided, by unanimous vote and without restrictions, pursuant to Item (xv), Article 14 of the Company‘s Bylaws:
(i) To authorize the Company to issue the Commercial Paper and carry out the Issue with the following characteristics:
I. Issue Number. The Commercial Paper represents the Company’s first issue of commercial paper for public distribution with restricted placement efforts.
II. Total Value of Issue. The total value of the Issue is up to four hundred million reais (R$400,000,000.00), on the Issue date (as defined below).
III. Series. The Commercial Paper will be issued in a single series.
IV. Quantity. Up to ten (10) nominal units of Commercial Paper will be issued.
V. Nominal Unit Value. The nominal unit value of the Commercial Paper is forty million reais (R$40,000,000.00) on the respective Issue Date (“Nominal Unit Value”).
VI. Guarantee/Endorsement. The Commercial Paper will not be secured by guarantee or endorsement.
VII. Form. The Commercial Paper will be issued physically in bearer form and will remained deposited at the custodial institution (“Agent Bank”) to be hired by the Company for this purpose, as defined in the Commercial Papers Manual of CETIP – OTC Clearing House (“CETIP”). The Commercial Paper will be registered with circulation by special endorsement, without guarantee, upon the transfer of ownership.
VIII. Proof of ownership of the Commercial Paper: In accordance with the law, the ownership of the Commercial Paper is substantiated by the physical notes issued. Additionally, the statement issued by CETIP on behalf of the respective owner of the Commercial Paper held in electronic custody in the CETIP 21 Module – Securities (“CETIP21”) shall serve as proof of ownership.
IX. Issue Date. The issue date of each unit of Commercial Paper will correspond to the date of its effective subscription and payment (“Issue Date”).
X. Term and Maturity Date. Each unit of Commercial Paper will expire within three hundred and sixty (360) days of the respective Issue Date (“Maturity Date”).
XI. Form of Subscription. The Commercial Paper will be registered for distribution in the primary market and be subscribed at the Nominal Unit Value, in accordance with the procedures of the Securities Distribution Module (SDT – Módulo de Distribuição) managed and operated by CETIP, with the distribution settled through CETIP.
XII. Payment Method and Price. Each unit of Commercial Paper will be paid in cash, on the respective Issue Date, in local currency, at the Nominal Unit Value, in accordance with settlement means of CETIP.
XIII. Placement and Distribution Plan. The Commercial Paper will be the object of public distribution with restricted placement efforts, in accordance with CVM Instruction 476, under a firm commitment underwriting agreement with financial institution(s) participating in the securities distribution system, with qualified investors, as defined in CVM Instruction 409 of August 18, 2004 (“CVM Instruction 409”), and in accordance with Article 4 of CVM Instruction 476.
XIV. Trading. The Commercial Paper will be registered for trade on the secondary market through CETIP21 of CETIP, with trades settled through CETIP and the Commercial Paper held in electronic custody at CETIP. For secondary trading on the over-the-counter market, the Commercial Paper will be traded only with Qualified Investors and after ninety (90) days from the respective subscription or acquisition date, in accordance with Articles 13 and 15 of CVM Instruction 476 and Article 17 of CVM Instruction 476.
XV. Payment of Nominal Unit Value. The Nominal Unit Value of each unit of Commercial Paper will be paid in full on the respective Maturity Date or on the date of any Early Redemption (as defined below) or on the date of any early maturity, under the terms and conditions set forth in the Commercial Paper instruments, whichever occurs first, with the amount complemented by the Yield, as defined below, calculated pro rata temporis from the Issue Date to the effective payment date.
XVI. Place of Payment: The payments related to the Commercial Paper shall be made in accordance with (i) the procedures adopted by CETIP, in the case of Commercial Paper held in electronic custody by CETIP, or (ii) the procedures of the Agent Bank, or, also, (iii) at the Company‘s headquarters, directly to their holders, in the case of Commercial Paper not held in electronic custody at CETIP.
XVII. Yield. The Nominal Unit Value of the Commercial Paper will not be restated monetarily. Interest will accrue on the Nominal Unit Value of the Commercial Paper at a rate corresponding to the cumulative variation of one hundred and five percent (105.00%) of the average daily rates of the Interbank Deposit (Depósito Interfinanceiro – DI) for one day, “over extra group”, expressed in an annual percentage rate based on a year with two hundred and fifty-two (252) business days, which is calculated and published daily by CETIP in its daily bulletin available on its website (http://www.cetip.com.br) (“DI Rate”) (“Yield”). The Yield will be calculated exponentially and cumulatively pro rata temporis per business day transpired, from the Issue Date (inclusive) to the date of the effective payment of the respective Commercial Paper (exclusive), and in accordance with the criteria defined in the Notes and Obligations Formula Book for CETIP21 (Caderno de Fórmulas de Notas Comerciais e Obrigações – CETIP21), which is available on the CETIP website (http://www.cetip.com.br) and reproduced in the Commercial Paper instruments.
XVIII. Payment of Yield. The Yield will be paid in a single installment on the Maturity Date, or, depending on the case, on the date of their Early Redemption or early maturity (as defined below).
XIX. Early Redemption.The Company may, in accordance with CVM Instruction 134, particularly Article 7, Paragraph 2 thereof, and with the terms and conditions in the Commercial Paper instruments, redeem in advance the Commercial Paper (“Early Redemption”), in full or in part, at any time, in accordance with the terms and conditions in the Commercial Paper instruments, upon payment of the Nominal Unit Value of the Commercial Paper units being redeemed plus the Yield calculated pro rata temporis from the Issue Date to the date of Early Redemption, without any premium or penalty. For the Company to redeem the Commercial Paper unilaterally, the Commercial Paper instruments must contain the express and irrevocable agreement of the subscribers or acquirers to the Early Redemption. Early Redemption shall only be made upon notification at least five (5) days in advance to the holders of the Commercial Paper and to CETIP, which shall include the date, place and procedure for redemption and amount to be redeemed, which shall be in accordance with the rules of CETIP.
XX. Use of Proceeds. The proceeds will be used (i) for the acquisition by the Company, either directly or indirectly through its subsidiaries, of the ownership interests held by the controlling groups Andrade Gutierrez Concessões S.A. (“Grupo Andrade Gutierrez”) and Camargo Corrêa Investimentos em Infra-Estrutura S.A. (“Grupo Camargo Corrêa”) in the special purpose entities that directly or indirectly hold concessions in airport infrastructure and companies related directly or indirectly to the following assets (“Assets”): (a) Quito, in Ecuador, held directly or indirectly by Grupo Andrade Gutierrez; (b) San Jose, in Costa Rica, held directly or indirectly by Grupo Andrade Gutierrez; and (c) Curaçao, held directly or indirectly by Grupo Camargo Corrêa; and/or (ii) to rebuild the cash position of the Company and/or of its subsidiaries, as needed due to the acquisition of any of the Assets described in item (i) above.
XXI. Early Maturity. The Commercial Papers shall have their early maturity declared in the cases to be set forth in the Commercial Paper instruments.
XXII. Renegotiation. The Commercial Papers will not be renegotiated.
XXIII. Extension of Terms. The terms for the payment of any of the obligations related to the Commercial Paper will be extended to the first (1st) business day after their maturity date if said date is not a business or banking day at the headquarters of the Company or in the city and state of São Paulo, with no increase in the amounts to be paid, except in cases where the payment must be made through CETIP, in which case the extension of the term will only occur when the payment date coincides with national holidays, Saturdays or Sundays.
(ii) To authorize the Company’s officers and/or representatives to execute all the documents and instruments related to the Issue and to the Commercial Paper, including the actual Commercial Paper, the instruments to be executed with the service providers of the Issue, the agreements constituting Guarantees and the contract to the signed with the financial institution intermediating the Offer for their coordination and distribution and placement of the Commercial Paper, as well as all and any documents or instrument arising therefrom, such as addenda, powers of attorney, notices and other documents;
(iv) Lastly, to authorize the Company, its officers and representatives to carry out all and any acts related to the Issue and to the Commercial Paper, including the acts required for registering and publishing these minutes, the registry in the respective Company books and the signing of all and any documents required to fulfill the resolutions above
6. CLOSURE: There being no further matters to address, these minutes were drawn up, read, approved and signed by all present. São Paulo, March 29, 2012. Mr. Francisco Caprino Neto, chairman, and Mr. Marcus Rodrigo de Senna, secretary. DIRECTORS: (1) FRANCISCO CAPRINO NETO; (2) ANA MARIA MARCONTES PENIDO SANT’ANNA; (3) ANA DOLORES MOURA CARNEIRO DE NOVAES; (4) EDUARDO BORGES DE ANDRADE; (5) HENRIQUE SUTTON DE SOUSA NEVES; (6) MARCELO PIRES DE OLIVEIRA DIAS; (7) PAULO ROBERTO RECKZIEGEL GUEDES; (8) RICARDO COUTINHO DE SENA and (9) ROBERTO CARLOS DEUTSCH. I hereby declare that this is a true copy of the minutes drawn up in the Company’s records.
São Paulo, March 29, 2012
Marcus Rodrigo de Senna