C.N.P.J. no. 02.846.056/0001-97
N.I.R.E. no. 35.300.158.334


1. DATE, TIME & VENUE: Held at 8.00am on September 17, 2010, at the company registered office situated at Avenida Chedid Jafet, no. 222, Block B, 5th floor, in the city and State of São Paulo.

2. PRESENT: All members of the elected Board of Directors were present, being Mr. João Afonso Ramalho Sopas Pereira Bento, herein represented by Mr. Valdemar Jorge Martins Mendes, by way of Proxy, pursuant to that permitted in Article 11, paragraph 3 of the Articles of Incorporation.

3. CHAIR: Presiding as President of the meeting – Mr. Eduardo Borges de Andrade, and as Secretary – Mr. Marcus Rodrigo de Senna.

4. The Directors, by unanimous vote and without any restriction: (i) in compliance with the provision of article 142, item (v) of Legislation no. 6.404/76, and pursuant to that attributed to the provisions in article 12, items (v) and (x) of the Articles of Incorporation, analyzed and recommended for the next general company ordinary meeting, that the financial statements for the semester ending on June 20, 2010, revised by KPMG Independent Auditors, be received in good order, for approval at the next general meeting; (ii) pursuant to that attributed to the provision of article 21, paragraph 2, items (i) and (ii) of the company Articles of Incorporation, ad referendum” of the general ordinary meeting, approved the accounts for the 2010 financial year, approved the distribution of intermediary dividends amounting to seven hundred and fifty million, three hundred and seventy-four thousand, five hundred and sixty reais (R$ 750,374,560 .00), corresponding to one real and seventy cents (R $ 1.70) per ordinary share, that is, from this total, two hundred million reais (R$ 200,000,000.00 reais) will be distributed on account of profit assessed in the first half of 2010 and five hundred and fifty million, three hundred and seventy-four thousand, five hundred and sixty reais (R$ 550,374,560 .00) on account of the balance of retained profit earnings existing on December 31, 2009. The intermediary dividends approved in this item (ii) will be paid based on shareholder ownership on September 20, 2010, being that the company‘s shares will be trade “ex-dividends” from September 21, 2010. The payment of intermediary dividends, as decided by the item (ii) above, should be held from September 30, 2010.

5. There being no further business on the Agenda, the Meeting was suspended for the drafting of these Minutes, which, upon reopening of the session, were read, approved and signed by all present. São Paulo, September 17, 2010. Mr. Eduardo Borges de Andrade, Presiding President, and Mr. Marcus Rodrigo de Senna, Secretary. Directors: (1) MS. ANA MARIA MARCONDES PENIDO SANT’ANNA; (2) MR. EDUARDO BORGES DE ANDRADE; (3) MS. ANA DOLORES MOURA CARNEIRO DE NOVAES; (4) MR. FRANCISCO CAPRINO NETO; (5) MR. GILBERTO AUDELINO CORREA; (6) MR. JOÃO AFONSO RAMALHO SOPAS PEREIRA BENTO p.p. SR. VALDEMAR JORGE MARTINS MENDES; (7) MR. MARCELO PIRES OLIVEIRA DIAS; (8) MR. RICARDO COUTINHO DE SENA; (9) MR. HENRIQUE SUTTON DE SOUSA NEVES; and (10) MR. VALDEMAR JORGE MARTINS MENDES. Certified as a true and correct copy of the original drafted in the book.

Sr. Marcus Rodrigo de Senna