1. DATE, TIME AND VENUE: October 21, 2015, at 2:30 p.m. at the headquarters of CCR S.A. (“Company”), located at Avenida Chedid Jafet, nº 222, Bloco B, 5º andar, in the city and state of São Paulo.

2. ATTENDANCE: All elected members of the Board of Directors attended the meeting, pursuant to the Company’s Bylaws. Board members Luiz Carlos Vieira da Silva, Luiz Alberto Colonna Rosman and Henrique Sutton de Souza Neves are also members of the Independent Committee constituted by a Board of Directors meeting on June 15, 2015.

3. PRESIDING: Ana Maria Marcondes Penido Sant’Anna chaired the Meeting, with Antonio Linhares da Cunha acting as secretary.

4. AGENDA: Pursuant to the resolutions of the Company’s Board of Directors Meeting of June 15, 2015, to approve: (i) the conclusion of the work of the Company’s Independent Committee; (ii) the analysis of the new proposal presented by the shareholders Andrade Gutierrez Concessões S.A. (“Andrade Gutierrez”) and Camargo Corrêa Investimentos em Infraestrutura e Serviços S.A. (“Camargo Corrêa”), (jointly “OFFERORS”), for the free transfer to the Company of the ownership of the rights and obligations envisaged in the Option Agreement (“OPTION AGREEMENT”) entered into with the third proprietor (“THIRD PROPRIETOR”); (iii) the practice of all the acts and the execution of all the instruments by the Company’s Executive Board necessary for the assumption of ownership of the rights and obligations, before the THIRD PROPRIETOR, of the OPTION AGREEMENT; and (iv) publication of a Material Fact in relation to the resolutions of this Meeting.

5. RESOLUTIONS: Following discussion and analysis and without any reservations, a majority of the Board members, namely Ana Maria Marcondes Penido Sant’Anna, Ana Dolores Carneiro de Novaes, Henrique Sutton de Souza Neves, Luiz Alberto Colonna Rosman and Luiz Carlos Vieira da Silva, with the abstention of the members indicated by the Andrade Gutierrez and Camargo Corrêa groups:

(i) Acknowledged and approved the Report presented by the Independent Committee, constituted to examine the eventual assumption of ownership of the OPTION AGREEMENT and other rights associated with the development of the New São Paulo Airport project (“NASP”);

(ii) Analyzed the new proposal sent by the OFFERORS, (“NEW PROPOSAL”), through which the OFFERORS:

(a) absolved the Company from reimbursing any amounts previously paid by them to the THIRD PROPRIETOR, pursuant to the OPTION AGREEMENT;

(b) requested, in exchange for the delivery of all the NASP development studies (“STUDIES”), the timely analysis of the reimbursement, at restated amounts, of the cost of their preparation, pursuant to the applicable rules and with due submission to its governance bodies;

(c) requested, should the NASP be implemented, the timely analysis of payment of the project’s Development Fee, in the form of a percentage of the net income of the company to be constituted to explore the NASP and for a determined period, both to be defined, always pursuant to the applicable rules and with due submission to its governance bodies.

(iii) Approved the NEW PROPOSAL and the consequent execution, by the Company, as the assignee, of the Instrument of Assignment with ANDRADE GUTIERREZ and CAMARGO CORRÊA, as the assignors (“INSTRUMENT OF ASSIGNMENT”), whose object is the assignment and transfer of all the rights and obligations arising from the Option Agreement and the Property Purchase and Sale Preference Right entered into between the assignors and the THIRD PROPRIETOR on February 2, 2011, as amended (“OPTION AGREEMENT”), the above-mentioned parameters being expressly envisaged in said INSTRUMENT OF ASSIGNMENT, namely absolution of reimbursement of amounts previously paid by the OFFERORS to the THIRD PROPRIETOR, as described in item (ii), sub-item (a) and, in relation to sub-items (b) and (c) of the same item (ii), that the COMPANY undertakes to analyze the requests in question in a timely manner, always observing the applicable rules and through submission to its governance bodies. Said INSTRUMENT OF ASSIGNMENT should also be executed in accordance with the other terms and conditions presented to the members of the Board of Directors at this Meeting;

(iv) Authorized the Company’s Executive Board to take all the necessary measures, as a result of the INSTRUMENT OF ASSIGNMENT, to undertake commercial negotiations directly with the THIRD PROPRIETOR, in order to exercise, directly or through any of its subsidiaries, the rights arising from the OPTION AGREEMENT before the THIRD PROPRIETOR, regarding the assumption of ownership of the property and the other rights and obligations (“CCR OPTION”). The CCR OPTION should be negotiated and executed in accordance with the parameters defined by this Board of Directors, as a commercial transaction of the COMPANY with third parties and no longer between related parties, pursuant to the governance rules pertaining to decision-making responsibilities; and

(v) Authorize the publication of a Material Fact to inform the shareholders and the market in general of a summary of the resolutions in these Minutes.

6. CLOSURE: There being no further matters to discuss, the meeting was brought to a close and these minutes were drawn up, read, approved and signed by all members of the Board of Directors. São Paulo, October 21, 2015. Ana Maria Marcondes Penido Sant´Anna, Chair, and Antonio Linhares da Cunha, Secretary. Board Members: (1) ANA MARIA MARCONDES PENIDO SANT’ANNA; (2) LÍVIO HAGIME KUZE, alternate of ALBRECHT CURT REUTER DOMENECH; (3) ANA DOLORES MOURA CARNEIRO DE NOVAES; (4) JOSÉ HENRIQUE BRAGA POLIDO LOPES, alternate of EDUARDO BORGES DE ANDRADE; (5) ROBERTO NAVARRO EVANGELISTA, alternate of FRANCISCO CAPRINO NETO; (6) HENRIQUE SUTTON DE SOUSA NEVES; (7) LUIZ ALBERTO COLONNA ROSMAN; (8) LUIZ CARLOS VIEIRA DA SILVA; (9) FERNANDO LUIZ AGUIAR FILHO, alternate of MURILO CÉSAR LEMOS DOS SANTOS PASSOS; (10) PAULO ROBERTO RECKZIEGEL GUEDES; (11) PAULO MÁRCIO DE OLIVEIRA MONTEIRO.

This is a free English translation of the original minutes drawn up in the Board of Directors Meeting Book no. 13, pages 8 to 12.

Antonio Linhares da Cunha
Secretary