1. DATE, TIME AND PLACE: 6 p.m. on February 29, 2012, at the Company‘s headquarters, located at Avenida Chedid Jafet, 222, Block B, 5th floor, in the City of São Paulo, São Paulo State.
2. ATTENDANCE: Present were a majority of the elected members of the Board of Directors of the Company.
3. PRESIDING: Mr. Francisco Caprino Neto chaired the meeting and Mr. Marcus Rodrigo de Senna served as secretary.
4. The Members unanimously and unreservedly took the following resolutions, pursuant to subsection (v) of Article 142 of Law 6.404/76 and subsections (v) and (x) of art. 14 of the Bylaws of the Company and, in view of the Opinions delivered on February 29, by KPMG Auditores Independentes and the Company‘s Audit Committee and Fiscal Council, which analyzed and recommended that the General Shareholders Meeting approve the following subjects: (i) Management Report, Independent Auditors‘ Report on the financial statements, Balance Sheet, Statement of Income, Statement of Retained Earnings (Statement of Changes in Equity), Statement of Cash Flows, Statement of Value Added and Notes to Financial Statements, and for the fiscal year ended December 31, 2011, which shall be duly published in the Official Gazette of the State of São Paulo, Business Section, and in the newspaper “Valor Economico,” national edition; (ii) review of the capital budget for the year 2012, (iii) proposal for allocation of income for the year ended December 31, 2011, all documents as presented to Board members at this meeting.
5. There being no further business to discuss, the meeting was adjourned to produce these minutes, then reconvened, the minutes read and found to be in order, approved and signed by all those present. Sao Paulo, February 29, 2012. Mr. Francisco Caprino Neto, chairman of the head table and as secretary, Mr. Marcus Rodrigo de Senna. 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 recorded in the book itself.
Mr. Marcus Rodrigo de Senna