COMPANHIA DE CONCESSÕES RODOVIÁRIAS
C.N.P.J. nº 02.846.056/0001-97
THE BOARD OF DIRECTORS MEETING MINUTES
HELD ON DECEMBER 21, 2010
1. DATE, TIME & VENUE: Held on December 21, 2010, at 8.30am, at the company registered office located on Avenida Chedid Jafet, no. 222, block B, 5th floor, in the city and State of São Paulo.
2. PRESENT: All elected members of the Board of Directors were present.
3. CHAIR. Mr. Eduardo Borges de Andrade acted as President and Mr. Marcus Rodrigo de Senna, as Secretary.
4. The Directors, by unanimous vote and without any restrictions, in accordance with item (xi), article 12, of the Articles of Incorporation, deliberated: (i) to approve an implementation for a corporate reorganization in relation to RODOVIAS INTEGRADAS DO OESTE S.A., a joint stock company, with its registered address at the City of Tatuí, São Paulo State, at SP 127 – Rodovia Antônio Romano Schincariol, km 112,4, Pista Sul, registered at CNPJ/MF with n.º 03.497.792/0001-40 and at NIRE 35.300.174.402 (“SP Vias”), a corporation indirectly controlled by the Company, with the purpose of simplifying the corporation’s structure linked to SP Vias and to optimized management of this Company’s investment; (ii) consigns that, within the framework of the referred company’s corporate reorganization, the following corporations controlled indirectly by the company, shall be incorporated by SP Vias and, consequently, be extinct: (a) LATINOAMERICANA DE PARTICIPAÇÕES E EMPREENDIMENTOS S.A. HIGHWAYS, a joint stock company, registered CNPJ/MF no. 02.896.104/0001-51 and no. NIRE 35.300.388.399, with its registered office at Avenida Jafet Chedid, no. 222, block B, 4th floor, in the city and State of Sao Paulo, zip 04551-065, (b) HOLDING G4 PARTICIPAÇÕES LTDA., SPE a limited business company, registered CNPJ/MF no. 10.477.411/0001-26 and NIRE no. 35.222.878.354, with its registered office at Avenida Jafet Chedid, no. 222, block B, 4th floor, in the city and State of Sao Paulo, zip 04551-065, (c) MULTIVIAS PARTICIPAÇÕES S.A., a joint stock company, registered CNPJ/MF no. 03.293.147/0001-05 and NIRE no. 35.300.388.526, with its registered office at Avenida Jafet Chedid, no. 222, block B, 4th floor, zip 04551-065, in the city and State of São Paulo,; and (iii) to authorize the company Executive Board to perform all acts necessary for the fulfillment of the resolutions above, including, but not limited to, the signing, on behalf of the company, of any and all minutes of Meetings, newsletters, attendance lists, amendments, terms, consents and/or notifications provided or required, as well as the adoption, together with government agencies and private entities, of the arrangements that may become necessary for the implementation of measures adopted at this meeting of the Board of Directors.
5. With no further matter to be dealt with, the session was reopened the minutes were read, thought to be accurate and approved and executed by all present. São Paulo, December 21, 2010. Mr. Eduardo Borges de Andrade, President, and Mr. Marcus Rodrigo de Senna, Secretary. Directors: (1) ANA DOLORES MOURA CARNEIRO DE NOVAES; (2) ANA MARIA MARCONDES PENIDO SANT’ANNA; (3) EDUARDO BORGES DE ANDRADE; (4) FRANCISCO CAPRINO NETO; (5) GILBERTO AUDELINO CORREA; (6) RICARDO COUTINHO DE SENA; (7) HENRIQUE SUTTON DE SOUSA NEVES; and (8) MARCELO PIRES OLIVEIRA DIAS. Certified to be an accurate reproduction of that transcribed in the book.
Marcus Rodrigo de Senna