1. DATE, TIME AND VENUE: June 15, 2015 at 3pm at the headquarters of CCR S.A. (“Company”) at Avenida Chedid Jafet, nº 222, Bloco B, 5º andar, in the city and state of São Paulo.

2. ATTENDANCE: A majority of the members of the Company‘s Board of Directors were present.

3. PRESIDING: Ana Maria Marcondes Penido Sant’Anna chaired the meeting and Marcus Rodrigo de Senna acted as secretary.

4. AGENDA: To resolve on (i) the proposal presented by the related parties for the resumption of the analysis, for the purpose of eventual ownership, and with due reimbursement of costs, of the studies related to the implementation of a new airport in the metropolitan region of São Paulo, and the consequent acquisition of the rights arising from the Purchase Option Agreement for the pertinent land (“NSPA PROJECT”); (ii) the constitution of a new Independent Committee to assess the proposal; (iii) the calling of an Extraordinary Shareholders’ Meeting on a date to be confirmed opportunely in order to resolve on the assumption of these studies and rights; and (iv) the publication of a Material Fact.

5. RESOLUTIONS: The Board members unanimously approved with no restrictions, considering the abstentions of Eduardo Borges de Andrade, Paulo Roberto Reckziegel Guedes and Ricardo Coutinho de Sena, indicated by Grupo Andrade Gutierrez and Albrecht Curt Reuter Domenech, Francisco Caprino Neto and Murilo César Lemos dos Santos Passos, indicated by Grupo Camargo Corrêa, pursuant to item (iv) of article 142 of Law 6404/76 and items (iv) and (xviii) of article 14 of the Company’s Bylaws, in regard to the proposal prepared by the Company’s Board of Executive Officers, concerning the proposal presented by two of the Company’s controlling groups, namely Andrade Gutierrez and Camargo Corrêa, in accordance with the correspondence sent by said partners in continuity of the works begun in 2011 and previous arrangements regarding this issue, included in the Minutes of the Board of Directors’ Meetings held on August 29 and December 26, 2011, the Material Facts disclosed on August 29 and December 26, 2011 and the Extraordinary Shareholders’ Meeting held on January 16, 2012, the following: (i) the resumption of the analysis, for the purpose of eventual ownership, and with due reimbursement of costs, of the studies related to the implementation of a new airport in the metropolitan region of São Paulo, and the consequent acquisition of the rights arising from the Purchase Option Agreement for the pertinent land (“NSPA PROJECT”); (ii) the constitution of a new Independent Committee to analyze the above-mentioned proposal, said Committee to adopt best transparency and independence practices as envisaged in CVM Guidance Opinion 35 of September 1, 2008. The Independent Committee will be composed of the Company’s Independent Board Members, Luiz Carlos Vieira da Silva and Luiz Alberto Colonna Rosman, as well as Board Member Henrique Sutton de Sousa Neves; (iii) the calling of an Extraordinary Shareholders’ Meeting on a date to be confirmed opportunely to resolve on the assumption of the studies and rights associated with the NSPA PROJECT, those Shareholders currently holding said studies and rights related to the NSPA PROJECT being prevented from voting; and (iv) publication of a Material Fact on the matter on this date.

6. CLOSURE: There being no further business to address, these minutes were read, found to be in compliance, approved and signed by all attending Board members. São Paulo, June 15, 2015. Ana Maria Marcondes Penido Sant’Anna, Chair, and Marcus Rodrigo de Senna, Secretary. Board Members: (1) ANA MARIA MARCONDES PENIDO SANT’ANNA; (2) ALBRECHT CURT REUTER DOMENECH; (3) EDUARDO BORGES DE ANDRADE; (4) FRANCISCO CAPRINO NETO; (5) HENRIQUE SUTTON DE SOUSA NEVES; (6) LUIZ ANÍBAL DE LIMA FERNANDES; (7) LUIZ CARLOS VIEIRA DA SILVA; (8) MURILO CÉSAR LEMOS DOS SANTOS PASSOS; (9) PAULO ROBERTO RECKZIEGEL GUEDES; (10) RICARDO COUTINHO DE SENA.

This is a free translation of the minutes drawn up in the Company‘s Record of the Minutes of the Board of Directors Meetings, Book No.12, pages 76 to 78.

Marcus Rodrigo de Senna
Secretary