The company’s Articles of Incorporation shall be amended to modify the wording of the caption of article 1, changing the corporate name of company, so that it comes into effect as “CCR S.A.”.

The principal contribution of CCR, to Brazil’s economic and social development, is to make viable investment solutions and services in infrastructure. CCR is one of largest private, infrastructure concession groups in Latin America. CCR’s business purpose allows the company to act in the sector of concessions of highways, urban roads, bridges and tunnels, in addition to the Metrorail infrastructure sector, other activities that are linked to these, as well as participation in other corporations. So in addition to operation in road concessions, we seek investments in other related business. Examples of this are our direct or indirect participation in the companies, ViaQuatro (line 4 – Yellow Metro in São Paulo), Controlar (Vehicle Inspection in the municipality of São Paulo) and STP (services for automatic payment of road tolls and parking: Sem Parar, Via Fácil and Onda Livre).

On that account, it is necessary to amend the corporate name of the company, to better reflect the company‘s operations, aligned with the Strategic Planning of CCR Group, which seeks qualified growth and value accrual to shareholders, contributing to the socioeconomic development of Brazil.

On the company’s analysis, this amendment shall not have relevant legal and economic effects, given that it deals with a mere alteration of company name.

B. Consolidation of Articles of Incorporation
(pursuant to section I, of article 11, of CVM Instruction no. 481, of December 17, 2009)

The draft consolidated Articles of Incorporation below is provided as a function of notice of Extraordinary General Meeting (“the Notice”), dated January 27, 2011, whereby the alterations, in revision marks and highlighted in yellow, refer to the amendments proposed by the company Board of Directors, in accordance with the Notice, which must be resolved by the shareholders at the Extraordinary General Meeting convened February 16, 2011.

COMPANHIA DE CONCESSÕES RODOVIÁRIAS
C.N.P.J no. 02.846.056/0001-97
N.I.R.E 35.300.158.334

AMENDED AND CONSOLIDATED ARTICLES OF INCORPORATION
PURSUANT TO
the Extraordinary General Meeting Minutes
Held on [•]of [•] 2011

CHAPTER I – DENOMINATION, PRINCIPAL PLACE OF BUSINESS, BUSINESS PURPOSE AND TERM

Article 1 – Companhia de Concessões Rodoviárias is a corporation regulated by these Articles of Incorporation and by applicable laws.

Article 1 – CCR S.A. is a corporation, regulated by these Articles of Incorporation and by applicable laws.

Article 2 – The Corporation has its registered place of business and legal domicile in the City and State of São Paulo, on Avenida Chedid Jafet, no. 222, Block B, 5th floor, being able to, maintain and close affiliates, offices and agencies in all national and international territories, by way of a decision by its Board of Directors.
Article 3 – The Corporation’s business purpose is:
(i) the exploitation, in Brazil and/or abroad, either directly or indirectly and/or via consortium, of the business of works and public services concessions , specifically the provision of services for the operation of highway, urban streets, bridges, tunnels and Metrorail infrastructure,
(ii) the provision of consulting services, technical assistance and business management when related to the business indicated in item (i) above;
(iii) the exercise of activities connected or related to the business purpose, directly or indirectly, including importation and exportation; and
(iv) the participation in other corporations as quotaholder or shareholder.
Article 4 – The Corporation is incorporated for an indeterminate period.

CHAPTER II – STOCKHOLDERS’ CAPITAL AND SHARES –

Article 5 – The stockholders’ capital is two billion, fifty-five million, four hundred and ninety-five thousand, four hundred and thirty dollars and fifty four cents (R$2,055,495,430.54), divided into four hundred and forty-one million, three hundred and ninety-six thousand eight hundred (441,396,800) ordinary, registered and book-entry shares and without par value.
Paragraph 1 – Each ordinary share entitles one vote in deliberations of the Shareholder‘s General Meeting.
Paragraph 2 – The shares of the Corporation are book-entry, maintained in deposit accounts in a depository institution on behalf of its holders, without the issuance of certificates.
Paragraph 3 – The cost of transfer and annotation, as well as the cost of services relating to custodial shares, may be charged directly to the shareholder by the depository institution, as may be specified in the contract of custody.
Paragraph 4 – The Corporation cannot issue preferential or beneficiary parties shares.
Article 6 – The stockholders’ capital of the Corporation may be increased up to the amount of four hundred and eighty million (480,000,000) ordinary shares, independently of amendment to the Articles, upon deliberation by the Board of Directors, which shall determine the issue price and other conditions of subscription and payment.

Paragraph 1 – The limit of authorized capital by shareholders must be revised by shareholders at every Annual Shareholders’ Meeting or exceptionally in an Extraordinary General Meeting.
Paragraph 2 – The Corporation may issue shares, debentures convertible into shares and subscription bonuses, without a preemptive right to former shareholders, whose placement is made by (i) sale on the stock exchange or public subscription, (ii) share exchange, in a takeover bid for acquisition of control, or (iii) on the terms of special tax incentive law.
Paragraph 3 – The Corporation may grant an option to purchase shares, to its managers or employees, or to individuals providing services to the Company or a company under its control, within the limit of authorized capital, in accordance with the plan for the grant of options that comes to be approved at the General Meeting.

CHAPTER III – SHAREHOLDERS’ GENERAL MEETING –

Article 7 – A Shareholders’ General Meeting shall meet, ordinarily, by April 30 each year, for the purposes predicted by law, and extraordinarily, whenever the Corporation’s interests so require, in observation of legal and statutory provisions.
Paragraph 1 – A Shareholders’ General Meeting shall be convened by the Board of Directors or in accordance with the law, and will be chaired by the President of the Board of Directors or, in his/her absence, by another Member of the Board that is present and chosen by the shareholders. The Chairman of the General Meeting shall indicate the Secretary of the meeting.
Paragraph 2 – The first convocation of a General Meeting must be done with at least fifteen (15) days advance notice, with the time running from the date of publication of the first notice. With a General Meeting not having occurred, a new notice of a second convocation will be published, with at least eight (8) days prior notice.

Paragraph 3 – In General Meetings, shareholders must present, in addition to an identity document, proof issued by a depository institution, up to two (2) days in advance of the respective General Meeting.
Article 8 – Without prejudice to the other matters provided for in law, it is incumbent on the General Meeting to deliberate on the following matters:
(i) seeking a creditor arrangement or a petition for voluntary bankruptcy by the Corporation and/or decision about the manner of exercising their right to vote in the General Meetings of its subsidiaries (“Subsidiaries”) that deals with seeking a creditor arrangement or petition for voluntary bankruptcy by subsidiaries;
(ii) the dissolution or liquidation of the Corporation and/or decision about the manner of exercising their right to vote in the General Meetings of its subsidiaries that deals with the dissolution or liquidation of its subsidiaries;
(iii) the alteration of authorized capital limit or capital stock above the limit of authorized capital;
(iv) the Corporation’s capital stock reduction and/or redemption of shares with or without a reduction in capital stock;
(v) the issue of debentures and other titles/securities convertible into shares;
(vi) modification of the business purpose and/or any amendment to these Articles of Incorporation ;
(vii) the Corporation’s division, merger or incorporation;
(viii) fixing policy for company dividends and its alteration;
(ix) cancellation of registration as a public company before the Securities and Exchange Commission – CVM;
(x) exiting the New Market (“New Market”) of the São Paulo Stock Market – BOVESPA (“Bovespa”); and
(xi) choosing a specialized company responsible for determining the economic value of the Corporation for the purposes of public offerings provided for in CHAPTERs IX and X of these Articles of Incorporation, from among companies indicated by the Board of Directors, in triple lists.
Sole Paragraph – The resolution revised in item (xi) of Article 8 must be taken by a majority of votes, not accounting for blank votes. Controlling shareholders, people linked to them and management of the Corporation will not vote on this resolution. As provided for in The New Market Listing Regulations, the General Meeting, if convened after first convocation, it must count on the presence of shareholders representing at least twenty percent (20%) of total outstanding shares or, if convened after a second call, it can count on the presence of any number of shareholders representing the outstanding shares.

CHAPTER IV – MANAGEMENT OF THE CORPORATION –
Article 9 – The Corporation shall be managed and governed by the Board of Directors and by the Board of Executive Officers.
Sole Paragraph – The remuneration of Directors shall be fixed by the General Meeting. The General Meeting may set overall payment for management, in which case it shall be incumbent on the Board of Directors to deliberate about its distribution among its members and the Board of Executive Officers.
Article 10 – The Board of Directors shall be composed of at least eight (8) and a maximum of fifteen (15) permanent members and an equal number of substitutes. Members of The Board of Directors shall be shareholders, keeping such condition after the election. Members of the Board of Directors shall be elected by the Ordinary General Meeting for a unified mandate of one (1) year, with one reappointment being permitted.
Paragraph 1 – At the Ordinary General Meeting, the shareholders must deliberate on the actual number of permanent members of the Board of Directors to be elected at that meeting.
Paragraph 2 – At least twenty percent (20%) of the members of the Board of Directors must be independent Directors, pursuant to the definition in The New Market Listing Regulations; Directors elected by way of the provision predicted in art. 141, Paragraphs 4. and 5. of Law no. 6.404/76, are also considered as independent.
Paragraph 3 – Members of the Board of Directors shall be vested in their positions, by (i) signing the term recorded in the book itself, with any guarantee of management being waived (ii) subscription to the Management Terms of Consent, pursuant to that provided for in The New Market Listing Regulations. Members of the Board of Directors shall remain in office and in the exercise of their functions until their substitutes are elected or their respective alternates assume office, except if it is decided by some other means at the Shareholders’ General Meeting.
Paragraph 4. – The Board of Directors shall have a President and a Vice-President that shall be appointed at the General Meeting.
Paragraph 5. – In case of absence or temporary impediment of any member of the Board of Directors, the respective substitute member shall assume the functions during the absence or temporary impediment. In the event of vacancy of any Office of a member of The Board of Directors, a new Member and respective substitute shall be elected at the General Meeting. For the purposes of this Article, the vacancy of a position as a member of The Board of Directors shall occur, on the removal, resignation, death, proven impediment, incapacity or unjustified absence for more than thirty (30) consecutive days, of any of the permanent members of The Board of Directors.
Paragraph 6. – In case of absence or temporary impediment of the President of The Board of Directors, his/her functions shall be exercised by the Vice President of The Board of Directors. In case of absence or temporary impediment of both, the President of The Board of Directors shall indicate who, from among the other permanent members, shall exercise his/her functions temporarily. Thus, the respective substitute members of the President and Vice President of The Board of Directors shall act as members of The Board of Directors and will not have the functions conferred on the Presidency and Vice Presidency of the Board of Directors.
Article 11 – The Board of Directors shall ordinarily meet quarterly at the Corporation´s principle place of business, and extraordinarily, when necessary to social interests, whenever convened in writing by any of its members at least fifteen (15) days prior notice, which must have the date and time convened, with the matters which will appear on the meeting agenda.

Paragraph 1. – Meetings of the Board of Directors shall only be installed upon the first notice of meeting, with the attendance of at least eight (8) of the members of the Corporation in office, or with a simple majority of the members in office, whichever is greater, and upon the second call, with a simple majority of members in office.

Paragraph 2. -With all of the Board of Directors members present at the meeting, they may, if they so wish, dismiss previous notice of the meeting, as well as add other matters to the proposed agenda.

Paragraph 3. – Each member of the Board of Directors in Office, shall be entitled to one (1) vote at meetings of the Board of Directors, either in person or represented by one of his peers, through presentation of a proxy specific to the meeting agenda, including the vote of the absent Board Director member and his/her justification. The votes of members of the Board of Directors sent in writing before the Board of Directors meeting shall be considered valid. An absent Board of Directors member, represented by a proxy, shall not be considered for the purposes of installing a quorum for the Board of Director meeting.
Paragraph 4. -Board of Directors meetings shall be chaired by the President of The Board of Directors or, in his/her absence, by the Vice President of the Board of Directors. The Secretary of the meeting shall be the Vice President of the Board of Directors or, in his/her absence, another member of the Board of Directors appointed by the President of the meeting.

Paragraph 5. – Matters and resolutions passed at Board of Director meetings shall be valid if they have the favorable vote of the majority of members present and shall be recorded in minutes and recorded in the Book of Minutes of meetings of the Board of Directors and, whenever they contain resolutions designed to produce effects on account of third parties, the extracts shall be stored in the registry of Commerce and published.

Paragraph 6. – Substitute members of the Board of Directors may participate in meetings at the invitation of the permanent member, but will not have the right to vote or consider settlements in the meeting minutes.

Paragraph 7. – For best performance of its functions, the Board of Directors may create committees or workgroups with defined objectives, comprised of persons nominated from among members of Management and/or other people connected directly or indirectly to the company.

Article 12 – It is incumbent on the Company Board of Directors to generally orientate company business, being responsible for:
(i) electing and removing members of the Board of Executive Officers and establishing their attributions, observing what these Articles and the law permits in that respect;
(ii) approving internal regulations or regulatory acts of the Corporation and its administrative structure, observing what these Articles and the law permits in that respect;
(iii) monitoring the management of Directors, examine at any time, the books and documents of the Corporation, request information on contracts entered into or about to be executed, and any other acts;
(iv) convening a Shareholder’s Meeting, whenever necessary or required by law;
(v) commenting on the management report and the accounts presented by the Board of Executive Officers, as well as the annual and intermediate financial statements of the Corporation;
(vi) deciding on the issuance by the Corporation, of shares within the limit of authorized capital and proposing the issuance of shares in the upper limit of the authorized capital or of other securities convertible into shares;
(vii) approving the opening or closing of offices, establishments, agencies or affiliates of the Corporation;
(viii) examining and providing an opinion about any matter relating to the Company´s activities which may come to affect it, and determine the action to be followed in each case by the Board of Executive Officers;
(ix) appointing or removing independent auditors, as well as approving the internal audit plan;
(x) evaluate, provide an opinion on and propose the distribution of dividends to the General Meeting,
(xi) guiding the Board of Executive Officers on general business conduct of the subsidiaries, it being necessary for the Board of Executive Officers to consult it prior to making a decision in matters related to subsidiaries whose materials are contained in this Article 12;
(xii) approving or modifying the “Business Plan”, which consists of the Company´s triennial strategic plan, which encompasses, but is not limited to objectives and strategies for the current and future business of the Company and its respective subsidiaries, its respective budgets, plans and investments, uses and source of resource planning, identification of principally responsible parties, the critical factors and other aspects necessary to direct the operations of the Company and subsidiaries;
(xiii) approving the signing or termination by the Corporation and/or by its subsidiaries of concession contracts related to its business purposes, as well as the approval of amendments to such contracts, when such amendments concern (a) changes to the economic and financial balance of such contracts, (b) the creation or modification of investment obligation, (c) rate changes, (d) the provision of guarantees and/or payment of penalties to the granting authority, and/or (e) modification of the term of such contracts;
(xiv) approving the Corporation‘s participation in bids involving concessions, as well as the acquisition, by the Corporation, of shares in other companies;
(xv) approving the taking or granting of loans or financing and the other granting of guarantees of any nature, or the approval of any act that implicates indebtedness to the Corporation at a level higher than anticipated in the business plan;
(xvi) approving the provision of guarantees by the Corporation in the operations of its subsidiaries, even though the provision of guarantees is expressly anticipated in the business plan;
(xvii) approving the execution of contracts involving the disposal of permanent company assets for values above one million Brazilian reais (R$ 1,000,000.00), including shares held in other companies and approving a plan of disposal of permanent assets to be implemented by the Board of Executive Officers, when the property has a value of less than one million Brazilian reais (R$ 1,000,000,00).
(xviii) approving the execution of contracts, in amounts greater than one million Brazilian reais (R$ 1,000,000.00), between the Corporation or its subsidiaries and any of its shareholders or controlling shareholders or companies which are subsidiaries or affiliates of company shareholders the Corporation or of its controlling shareholders, it being authorized to any member of The Board of Directors to request in advance and in a timely manner, the elaboration of an independent assessment carried out by a specialized company, that shall review the terms and conditions of contract proposal and its suitability to the conditions and practices of the market (arms ‘ length);
(xix) approving the execution of contracts, for amounts greater than one million Brazilian reais (R$ 1,000,000.00), between the company and any company of which the company is a shareholder or quotaholder;
(xx) approving the filing of lawsuits or initiation of arbitration proceedings involving the granting authority, in relation to concession contracts entered into by the Corporation and/or its subsidiaries;
(xxi) approving: (a) personnel policies, including for remuneration and profit sharing; (b) private pension plans; (c) legal matter policies; (d) financial policies, including insurance and relationships with shareholders and the capital market; (e) social communication policies; (f) forms of evaluation of the Corporation and subsidiaries and (g) accompanying company and subsidiary business plans;
(xxii) approving the realization of investments and capital expenditures not foreseen in the business plan;
(xxiii) guiding the manifestation of the company’s vote in subsidiary shareholder meetings, which have the objective of electing the members of their respective Boards of Directors;
(xxiv) approving significant alterations to the management model and/or the organizational structure of the Corporation and/or its Subsidiaries;
(xxv) defining triple lists of companies specialized in the economic appraisal of companies, to prepare the Company Share Appraisal Report; in case of de- registration as a public company or delisting on the New Market;
(xxvi) approving the contracting of the depository institution to provide services regarding book-entry shares;
(xxvii) approving the acquisition of shares issued by the Corporation to be cancelled or remain in treasury, as well as the resale or redeployment in the market, observing the rules issued by the Securities and Exchange Commission – CVM and other applicable legal provisions.
Sole Paragraph. The approval of new contracts referred to in item (xviii) above may be vetoed by at least 25% of the members of the Board of Directors in office. The reasons for the veto should be accurately and completely contained in the Board of Directors meeting minutes.
Article 13 – A Board of Executive Officers, shall be appropriate to the current Management of the Corporation, consisting of at least four (4) and a maximum of nine (9) officers, who must reside in the country. Except for the Chief Executive Officer, other officers will have the appointment and functions established by the Board of Directors.
Paragraph 1. – Officers shall be elected for a period of two (2) years, with reelection permitted.
Paragraph 2. – Officers shall be vested in their respective positions, by (i) signing the term recorded in the book itself, (ii) their subscription to the Management Terms of Consent, pursuant to that provided in The New Market Listing Regulations and shall remain in office until successors assume office.
Article 14 – Officers shall have full power to administer and manage company business, in accordance with its attributions and subject to compliance with the requirements established by law, in these Articles of Incorporation and in the Company’s Internal Regulations, when approved by The Board of Directors.
Paragraph 1. – In the absence or temporary impediment of the Chief Executive Officer, his/her functions will be cumulatively and temporarily exercised by the Officer to be appointed by the Board of Directors. In the absence or temporary impediment of any other Officer, his/her duties shall be carried out temporary and cumulatively by the Chief Executive Officer.
Paragraph 2. – In case of vacancy of any position on the Board of Executive Officers, at the first meeting subsequently held, the Board of Directors shall fill the vacancy. In case of vacancy of the position of Chief Executive Officer, the Board of Directors must necessarily meet within fifteen (15) days after such event, to choose a substitute. For the purposes of these Articles, the office of any Officer shall be deemed vacant on their removal, resignation, death, incapacity, proven impediment or unjustified absence for more than thirty (30) consecutive days.
Article 15 – Except as provided for in Article 16 of these Articles, the active and passive representation of the Corporation, in or out of court, will always be exercised jointly by at least two (2) Officers, or by an Officer in conjunction with an attorney with special and specific powers, or by 2 (two) attorneys with special and specific powers.
Sole Paragraph – Instruments of mandate shall always be signed by two (2) Officers of the Corporation and cannot be for a term of more than one (1) year, except those for judicial purposes, which may be of an indeterminate period. The instruments of mandate must contain a detailed description of the powers granted to proxies of the Corporation.
Article 16 – The Corporation may be represented by one (1) Officer or by one (1) proxy, with specific and special powers, acting alone under the following circumstances: (i) in matters of routine before federal, State and municipal government bodies, autarkies and mixed-capital companies; (ii) in collecting any payments due to the company; (iii) signing correspondence on routine affairs; (iv) in the endorsement of instruments intended for collection or deposit on behalf of the Corporation; (v) representing the Corporation in General Meetings of its subsidiaries and other companies where it has a shareholding participation; and (vi) representing the Corporation in court.
Article 17 – The Board of Executive Officers shall function as a group, and meet at least once (1) per month or whenever convened by any of the Officers. Minutes of meetings shall be drawn up in the book of minutes of meetings of the Board of Executive Officers.
Paragraph 1. – It is exclusively incumbent on the Chief Executive Officer to: (a) chair meetings of the Board of Executive Officers; (b) represent the Corporation in single acts of representation and may designate another Officer or proxy for such function; (c) coordinate and guide the activity of all other officers, in their respective areas of competence; (d) assign to any Director, activities and special tasks, independently of those they ordinarily meet; and (e) ensure the implementation of deliberations from the Shareholders, Board of Directors, and Board of Executive Officers meetings.
Paragraph 2. – The presence of a majority of Officers shall constitute a quorum for installation and deliberation of its meetings. Each Officer shall have one vote at meetings of the Board of Executive Officers and on a deadlock vote, the matter shall be referred to decision by the Board of Directors.

Article 18 – The acts of any shareholder, member of the Board of Directors, Officer employee or proxy involving the Corporation in any obligation concerning business or operations outside the scope provided in the business purpose, as well as the provision of guarantees or cross-guarantees by the company in favor of its subsidiaries – such as sureties, guarantees, endorsements or any other guarantees-are expressly prohibited and shall be considered null, invalid and without effect with respect to the company, unless specifically authorized by the Board of Directors.

CHAPTER V – THE AUDIT COMMITTEE –
Article 19 – The Corporation shall have an Audit Committee with the attributions established by law, and shall consist of three (3) members and an equal number of substitutes, whom shall be vested in their positions through the subscription to the Audit Committee Terms of Consent, as provided for in The New Market Listing Regulations.
Paragraph 1. – The Audit Committee shall not function on a permanent basis and shall only be installed upon convocation by the shareholders, in accordance with the legal provisions.
Paragraph 2. – Internal regulations applicable to the Audit Committee shall be established by the Shareholders General Meeting that requests its installation.

CHAPTER VI – THE FISCAL YEAR AND FINANCIAL STATEMENTS –
Article 20 – The fiscal year begins January 1 and ends December 31 each year. At the end of each fiscal year, the financial statements for the fiscal year ending shall be prepared, and presented to the Board of Directors and the Shareholders’ General Meeting.
Sole Paragraph – The Company shall produce balance sheets every six months, observing the applicable legal provisions.
Article 21. – The net profit ascertained each financial year, after legal deductions, shall be applied as determined at the General Meeting, according to the proposal submitted by the Board of Directors and the Audit Committee, if in operation.
Paragraph 1. – Shareholders are ensured the right to receive a mandatory annual dividend of not less than twenty five percent (25%) of the net income for the year adjusted in accordance with Article 202 of Law No. 6.404/76, as amended.
Paragraph 2. – The Corporation may declare by resolution of the Board of Directors, interim dividends on account of the (i) semiannual balance sheet, or (ii) accumulated profits or profit reserves existing in the last annual or semiannual balance sheet.
Paragraph 3. – The Corporation may still pay interest on its own capital, in the manner and within the limits of applicable legislation.

Paragraph 4. – The interim dividends and interest on its own capital declared in each fiscal year may be imputed to the mandatory minimum dividend from the result of the fiscal year in which they are distributed.
Paragraph 5. – All net profit not intended, according to the law, for legal reserves, for contingency reserves, for the retention of anticipated profits in the capital budget approved by the Shareholders’ General Meeting or for profit reserves, shall be distributed as dividends.
Article 22 – Dividends distributed and not claimed within a period of three (3) years shall revert in favor of the Corporation.

CHAPTER VII – LIQUIDATION –
Article 23 – The Corporation shall be liquidated in the cases provided by law, and the Shareholders’ General Meeting shall appoint the liquidator and fix the relevant professional fees.

Sole Paragraph – During the period of liquidation, the Audit Committee will be convened upon the shareholders ‘ request, as provided in law.

CHAPTER VIII – AQUISITION OF THE CONTROLLING POWER OF THE CORPORATION
Article 24 – The disposal of shares that ensure a shareholder or a group of shareholders bound by a vote agreement (this group of shareholders bound by a voting agreement is hereafter referred to as a “Control Block”), the effective power to direct corporate activities and guide the operation of the Corporation’s bodies, directly or indirectly, in fact or in law (this effective power hereafter referred to as “the Controlling Power”), as much via a single operation, as by means of successive operations, must be contracted on condition precedent or condition subsequent, that the transferee, is obliged to make a public offer for acquisition of shares of other shareholders of the Corporation, observing the conditions and time limits provided in current legislation, and in The New Market Listing Regulations, so as to ensure equal treatment to that given to the transferor.
Paragraph 1. – There is a relative presumption of the Controlling Power in relation to the person or the Control Block or group of persons under common control holding shares, which ensures them the absolute majority vote of shareholders attending the last three company Shareholders’ General Meetings, even when they are not the holder of shares representing a majority of the company voting capital.
Paragraph2. – The negotiation of shares between members of the Control Block, even if this implies the consolidation of the Controlling Power in only one shareholder, does not constitute transfer of the Controlling Power, not giving cause therefore to the obligation to hold a public offer on the terms in the heading of this Article.
Paragraph 3. – In the case of acquisition of shares pertaining to one or more shareholders from the Control Block by a third party not part of the Control Block, the public offer provided for in the caption of this Article shall be required only upon the acquisition of the number of shares required to exercise the Controlling Power.
Paragraph 4. – If the Controlling Power of the Corporation is exercised by the Control Block, the obligation referred to in the caption of this Article shall not be required if the transferee is part of the Control Block, but does not hold the votes required for the exercise of the Controlling Power.
Paragraph 5. – For the purposes of the provisions in paragraphs 3 and 4 of this Article, the number of shares/votes required to exercise the Controlling Power, are understood as the percentage equivalent to the qualified quorum for resolutions established in accordance with votes filed at the company‘s principle place of business.
Paragraph 6. – The Corporation does not register any transfer of shares to the Buyer, or to the one (s) that comes to hold the Controlling Power, while they are non-subscribers to the Controlling Shareholders Terms of Consent, as provided in The New Market Listing Regulations, and additionally shall not register Shareholder Agreements providing for the exercise of Controlling Power, while its signatories have not subscribed to the Controlling Shareholders Terms of Consent.
Article 25 – The public offer referred to in Article 24, shall be required where there is an onerous assignment of subscription rights and other titles or rights related to securities convertible into shares issued by the Corporation, which may result in disposal of shares that ensure Controlling Power of the Corporation.
Sole Paragraph – Verification of the occurrence of a transfer of control on the terms of this Article shall be based on the provisions of paragraphs 2, 3, 4 and 5 of Article 24.
Article 26 – Observing the provisions of the Sole Paragraph of this Article, the public offer referred to in Article 24 shall be required even in case of sale of the Controlling Power of the company or companies that make up the Control Block, if it is the case that, they hold the Controlling Power the Corporation, for a third party who is not a part, directly or indirectly, of the Control Block, in which case, the shareholder (or the Control Block) that is disposing of the Controlling Power of the company that make up the Control Block are required to declare to Bovespa the amount attributed to the Company in the disposal and attach documentation attesting to this value.
Sole Paragraph – Verification of the occurrence of a transfer of the Controlling Power on the terms of this Article shall be based on the provisions of paragraphs 2, 3, 4 and 5 of Article 24.
Article 27 – A shareholder who owns shares in the Corporation and comes to acquire Controlling Power by reason of a particular Share Purchase Agreement entered into with a shareholder or group of shareholders holding shares representing the Controlling Power of the Corporation, shall be obligated to (i) carry out the public offering pursuant to Article 24 of these Articles of Incorporation and the New Market Listing Regulations, and (ii) to indemnify the shareholders who have bought shares on the stock exchange in the six (6) months preceding the date of share acquisition which assured it Controlling Power of the Corporation, and must pay the difference between the price paid to the shareholder or group of shareholders who held Controlling Power of the Corporation and the amount paid for shares on the stock exchange, by the Corporation in this period, duly updated.
Sole Paragraph – Verification of the occurrence of acquisition of Controlling Power on the terms of this Article shall be based on the provisions of paragraphs 2, 3, 4 and 5 of Article 24.

CHAPTER IX – CANCELLATION OF REGISTRATION AS A PUBLIC COMPANY
Article 28 – Without prejudice to the legislative and statutory provisions, the deregistration of the company as a public company with the Securities and Exchange Commission – CVM, shall be preceded by a public offer made by the shareholder or group of shareholders holding the Controlling Power of the Corporation (“Offeror”) and the minimum price should obligatorily be the value the Corporation and of its shares to be determined in the appraisal report by a specialized company, by way of recognized methodology or on the basis of other criteria to be defined by CVM.

Paragraph 1. – Having obeyed the other terms of The New Market Listing Regulations, these Articles of Incorporation and the legislation in force, the public offer for deregistration can anticipate the exchange for securities of other public companies.

Paragraph 2. – The cancellation must be preceded by an Extraordinary General Meeting where such cancellation is deliberated about.
Article 29 – At the Extraordinary General Meeting convened to discuss the deregistration of the company as a public company, the offeror must inform the maximum value per share or per lot of thousand shares on which the public offer is formulated.
Paragraph 1. – The public offer shall be conditioned on the fact that the amount refined in the appraisal report referred to in Article 28 is not higher than the value disclosed by the offeror in the Assembly referred to in the caption of this Article.

Paragraph 2. – If the value of the shares determined in the appraisal report is higher than the value informed by the offeror, the deliberation referred to in the caption of this Article shall automatically be cancelled, and wide disclosure of that fact should be given to the market, except if the Offeror expressly agrees to formulate the public offering upon the value assessed in the appraisal report.

Article 30. – The appraisal report must be prepared by a specialized company, with proven experience and independent from the decision power of the company, its officers and/or controlling shareholder, as well as meeting other legal requirements. The costs incurred in the preparation of the report shall be assumed by the offeror.

CHAPTER X – EXITING THE NEW MARKET –
Article 31 – If the company shareholders, in an Extraordinary General Meeting, deliberate about the company´s exit from the Bovespa New Market, so that the securities it has issued shall record for trading out of the New Market, the shareholder or group of shareholders holding the Controlling Power of the Corporation must make a public offer for acquisition of shares pertaining to the other company shareholders, for at least the value assessed pursuant to Article 28 of these Articles of Incorporation.

First Paragraph- The shareholder or group of shareholders holding the Controlling Power of the Corporation must also make a public offer for the acquisition of shares pertaining to the other company shareholders, on the terms of the caption of Article 31, in the event of company reorganization wherein the company shares resulting from such reorganization are not admitted for trading on the New Market.

Second Paragraph- The public offers provided for in this Article shall observe, where appropriate, the rules for public offers for the acquisition of shares for the deregistration of a public company administered by CVM.

CHAPTER XI – COURT ARBITRATION –
Article 32 – The Corporation, its shareholders, officers and members of the Audit Committee undertake to solve by way of arbitration, all and any dispute or controversy that may arise among them, related to or arising from, in particular, the application, validity, effectiveness, interpretation, violation and its effects, of the provisions of the Corporations Law, of the Articles of Incorporation, of the standards issued by the National Monetary Council, by the Central Bank of Brazil and by the Securities and Exchange Commission, as well as any other rules governing the functioning of capital markets in general, in addition to those listed in The New Market Listing Regulations, the Contract of Participation of The New Market, and the Arbitration Regulations of the Chamber of Market Arbitration.

[ ]
Secretary

INFORMATION ABOUT CANDIDATES INDICATED OR SUPPORTED BY MANAGEMENT OR CONTROLLING SHAREHOLDERS
(Pursuant to Article 10 of CVM Instruction no. 481, of December 17, 2009)

CCR Management presents the information below about candidates indicated or supported by management or by controlling shareholders for approval at the Extraordinary General Meeting convened for February 16, 2011, pursuant to notice of meeting dated January 27, 2011.

1. Name of Candidate:
Eduardo Borges de Andrade

Nominated position:
Permanent member of the Board of Directors

Shareholder of Company responsible for the indication:
ANDRADE GUTIERREZ CONCESSÕES S.A.

Information about the Candidate:
For information about Mr. Eduardo Borges de Andrade, see the CCR reference form available on the CVM website.

2. Name of Candidate:
Ricardo Coutinho de Sena

Nominated position:
Permanent member of the Board of Directors

Shareholder of Company responsible for the indication:
ANDRADE GUTIERREZ CONCESSÕES S.A.

Information about the Candidate:
For information about Mr. Ricardo Coutinho de Sena, see the CCR reference form available on the CVM website.

3. Name of Candidate:
Paulo Roberto Reckziegel Guedes

Nominated position:
Permanent member of the Board of Directors

Shareholder of Company responsible for the indication:
ANDRADE GUTIERREZ CONCESSÕES S.A.

Information about the Candidate:
For information about Mr. Paulo Roberto Reckziegel Guedes, see the CCR reference form available on the CVM website.

4. Name of Candidate:
Francisco Caprino Neto

Nominated position:
Permanent member of the Board of Directors

Shareholder of Company responsible for the indication:
CAMARGO CORRÊA INVESTIMENTOS EM INFRAESTRUTURA S.A.

Information about the Candidate:
For information about Mr. Francisco Caprino Neto, see the CCR reference form available on the CVM website.

5. Name of Candidate:
Marcelo Pires Oliveira Dias

Nominated position:
Permanent member of the Board of Directors

Shareholder of Company responsible for the indication:
CAMARGO CORRÊA INVESTIMENTOS EM INFRAESTRUTURA S.A.

Information about the Candidate:
For information about Mr. Marcelo Pires Oliveira Dias, see the CCR reference form available on the CVM website.

6. Name of Candidate:
Gustavo Pelliciari de Andrade

Nominated position:
Permanent member of the Board of Directors

Shareholder of Company responsible for the indication:
CAMARGO CORRÊA INVESTIMENTOS EM INFRAESTRUTURA S.A.

Information about the Candidate:
For information about Mr. Gustavo Pelliciari de Andrade, see the CCR reference form available on the CVM website.

7. Name of Candidate:
Ana Maria Marcondes Penido Sant’Anna

Nominated position:
Permanent member of the Board of Directors

Shareholder of Company responsible for the indication:
SOARES PENIDO CONCESSÕES S.A.

Information about the Candidate:
For information about Mrs. Ana Maria Marcondes Penido Sant’Anna, see the CCR reference form available on the CVM website.

8. Name of Candidate:
Henrique Sutton de Sorza Neves

Nominated position:
Permanent member of the Board of Directors

Shareholder of Company responsible for the indication:
SOARES PENIDO OBRAS, CONSTRUÇÕES E INVESTIMENTOS LTDA.

Information about the Candidate:
For information about Mr. Henrique Sutton de Sorza Neves, see the CCR reference form available on the CVM website.

9. Name of Candidate:
Gilberto Audelino Correa

Nominated position:
Permanent member of the Board of Directors

Shareholder of Company responsible for the indication:
Independent Member

Information about the Candidate:
For information about Mr. Gilberto Audelino Correa, see the CCR reference form available on the CVM website.

10. Name of Candidate:
Ana Novaes

Nominated position:
Permanent member of the Board of Directors

Shareholder of Company responsible for the indication:
Independent Member

Information about the Candidate:
For information about Mrs. Ana Novaes, see the CCR reference form available on the CVM website.

11. Name of Candidate:
Renato Torres de Faria

Nominated position:
Substitute member of The Board of Directors

Shareholder of Company responsible for the indication:
ANDRADE GUTIERREZ CONCESSÕES S.A.

Information about the Candidate:
For information about Mr. Renato Torres de Faria, see the CCR reference form available on the CVM website.

12. Name of Candidate:
José Henrique Braga Polido Lopes

Nominated position:
Substitute member of The Board of Directors

Shareholder of Company responsible for the indication:
ANDRADE GUTIERREZ CONCESSÕES S.A.

Information about the Candidate:

12.6. In relation to each of the directors and members of the Audit Committee of Issuer, indicate by way of table below:
Name: José Henrique Braga Polido Lopes
Age: 52 years
Profession: Civil Engineer – Graduated from the Universidade Católica de Minas Gerais in 1981, with an Executive MBA from the University of Birmingham – England – 2002/2004
CPF: 467.477.536 – 15
Other positions or functions exercised at the Company: None

12.7. Provide the information referred to in item 12.6 in relation to members of statutory committees, as well as Audit, Financial Risk and Remuneration Committees, even if such committees are non-statutory structures:
Not applicable.

12.8. In relation to each of the directors and members of the Audit Committee, provide:
a. curriculum vitae, containing the following information:
i. main professional experience within the last 5 years, indicating:
Company name: Andrade Gutierrez Concessões S.A.
Positions and functions inherent to the position: Project Development Manager – Enablement of new long-term business in the various sectors of infrastructure, from conception of the idea, elaboration of feasibility studies, negotiation with partners and customers, selling to potential investors and shareholders, enabling funding until the effective acquisition of the company and/or the awarding of a long-term contract.
Principal activity of company in which such experience took place: AG Concessões S.A. – A company of the Andrade Gutierrez S.A. Group, with a focus on investment and operations through concessions and participation in companies exploring activities in the sectors of highways, Airports, Ports, Energy, sanitation and other infrastructure.
ii. indication of all director positions currently or previously occupied in public companies: None
b. a description of any of the following events that have occurred within the last 5 years:
i. any criminal conviction: None
ii. any conviction in a CVM administrative process and the punishment applied: None
iii. any final conviction by the court of last resort, in the judicial or administrative sphere, which has suspended or disqualified him/her from the practice of a professional activity or any trade activity: None

12.9. Inform of the existence of a marital relationship, common law marriage or kinship up to the second degree, between:
Management of Issuer Does not exist
(i) Management of Issuer and (ii) Management of direct or indirect subsidiaries of Issuer: Does not exist
(i) Management of Issuer or of its direct or indirect subsidiaries and (ii) direct or indirect holding companies of Issuer: Does not exist
(i) Management of Issuer and (ii) management of holding companies of Issuer: Does not exist

12.10. Inform about the subordinate relationships, provision of services or control maintained, in the last 3 fiscal years, between Management and the Issuer and:
A company controlled directly or indirectly by the Issuer: Does not exist
A direct or indirect controller of Issuer: Employee of Andrade Gutierrez Concessões S.A.
Where relevant, a supplier, client, debtor or creditor of Issuer, of its subsidiaries or holding companies or subsidiaries of any of those people Does not exist or not relevant

13. Name of Candidate:
Ricardo Antônio Mello Castanheira

Nominated position:
Substitute member of The Board of Directors

Shareholder of Company responsible for the indication:
ANDRADE GUTIERREZ CONCESSÕES S.A.

Information about the Candidate:

12.6. In relation to each of the directors and members of the Audit Committee of Issuer, indicate by way of table below:
Name: Ricardo Antônio Mello Castanheira
Age: 55 years
Profession: Civil Engineer
CPF: 130218186-68
Other positions or functions exercised at the Company: None

12.7. Provide the information referred to in item 12.6 in relation to members of statutory committees, as well as Audit, Financial Risk and Remuneration Committees, even if such committees are non-statutory structures:
Not applicable.

12.8. In relation to each of the directors and members of the Audit Committee, provide:
a. curriculum vitae, containing the following information:
i. main professional experience within the last 5 years, indicating:
(1)Company name: Construtora Andrade Gutierrez S.A. –
(1)Positions and functions inherent to the position: Latin America Coordination Director until May 2007 – Coordination and Supervision of the company‘s operations in Latin America countries, particularly Venezuela, Ecuador, Argentina, Peru, Mexico, The Dominican Republic, Panama and The Caribbean.

Director of Operations in Argentina – May 2007 to August 2008 – Responsible for operations in the country. Organizational restructuring and its implementation.
(1)Principal activity of company in which such experience took place: A company of the Andrade Gutierrez S.A. Group, with a focus on heavy construction of infrastructure, in the Brazilian and Latin America markets.
(2)Company name: AG Concessões S.A.
(2)Positions and functions inherent to the position: Business Development Manager – September 2008 – Identified, assessed, developed and realized business opportunities in the areas of interest of the Corporation and acted in the operation of Company business while maximizing its results, in harmony with established governance.
(2)Principal activity of company in which such experience took place: A company of the Andrade Gutierrez S.A. Group with a focus on investment and operations through concessions and participation in companies exploring activities in the sectors of highways, Airports, Ports, Energy, sanitation and other infrastructure.
(4)Company name: AG Angra Gestão de Informações e Investimentos Ltda
(4)Positions and functions inherent to the position: A member of the Executive Committee, representing the interests of Andrade Gutierrez Participações S.A. – Definition of guidelines and strategies for the company‘s relationship with FIP’s shareholders, market opportunity assessment, monitoring of management of companies invested in.

(4)Principal activity of company in which such experience took place: A subsidiary of Andrade Gutierrez Participações S.A. Fund Manager of Investment in Holdings, FIP ‘s, dedicated to infrastructure, integrated by the members, Angra Partners Gestão de Recursos e Assessoria Financeira Ltda., Celso Fernandez Quitella and Aconcagua Investimentos e Participações Ltda.
(5)Company name: Georadar Levantamentos Geofísicos S.A.
(5)Positions and functions inherent to the position: President of the Board of Directors
(5)Principal activity of company in which such experience took place: A company operating in the market Oil & Gas, with a focus on Onshore Seismic services, Environmental Diagnosis and Remediation, Offshore environmental services and support to Engineering Exploration, mining ventures. A subsidiary of AG Angra Gestão de Informações e Investimentos Ltda, Sergep Serviços Especializados Ltda and Rio Forte Óleo, Gás e Mineração S.A.
ii. indication of all director positions currently or previously occupied in public companies Currently serves as the Substitute Director of the Board of Directors of CEMIG, a public company.
b. a description of any of following events that have occurred within the last 5 years:
i. any criminal conviction None
ii. any conviction in a CVM administrative process and the punishment applied: None
iii. any final conviction by the court of last resort, in the judicial or administrative sphere, which has suspended or disqualified him/her from the practice of a professional or trading activity: None

12.9. Inform of the existence of a marital relationship, common law marriage or kinship up to the second degree, between:
Management of Issuer Does not exist
(i) Management of Issuer e (ii) management of subsidiaries, direct or indirect from the Issuer Does not exist
(i) Management of Issuer or its direct or indirect subsidiaries and (ii) direct or indirect controllers of Issuer Does not exist
(i) Management of Issuer and (ii) Management of direct or indirect holding companies of Issuer Does not exist

12.10. Inform about the subordinate relationships, provision of services or control maintained, in the last 3 fiscal years, between Management and the Issuer and:
Direct or indirect subsidiaries of Issuer Does not exist
Direct or indirect controller of Issuer Employee of Andrade Gutierrez Concessões S.A.
Where relevant, a supplier, client, debtor or creditor of Issuer, of its subsidiaries or holding companies or subsidiaries of any of those people Does not exist or not relevant

14. Name of Candidate:
Rodrigo Cardoso Barbosa

Nominated position:
Substitute member of The Board of Directors

Shareholder of Company responsible for the indication:
CAMARGO CORRÊA INVESTIMENTOS EM INFRAESTRUTURA S.A.

Information about the Candidate:
For information about Mr. Rodrigo Cardoso Barbosa, see the CCR reference form available on the CVM website.

15. Name of Candidate:
Marco Antonio Zangari

Nominated position:
Substitute member of The Board of Directors

Shareholder of Company responsible for the indication:
CAMARGO CORRÊA INVESTIMENTOS EM INFRAESTRUTURA S.A.

Information about the Candidate:

12.6. In relation to each of the directors and members of the Audit Committee of Issuer, indicate by way of table below:
Name: Marco Antonio Zangari
Age: 37 years
Profession: Civil Engineer
CPF: 165.772.818-82
Other positions or functions exercised at the Company: None

12.7. Provide the information referred to in item 12.6 in relation to members of statutory committees, as well as Audit, Financial Risk and Remuneration Committees, even if such committees are non-statutory structures:
Not applicable.

12.8. In relation to each of the directors and members of the Audit Committee, provide:
a. curriculum vitae, containing the following information:
i. main professional experience within the last 5 years, indicating:
(1)Company name: Camargo Corrêa S.A.
(1)Positions and functions inherent to the position: Since March 2010: Strategic Planning Director.
Responsible for corporate planning activities of the Group‘s holding company Camargo Corrêa, including coordination of the strategic cycle and operational planning of the business units, corporate financial planning and evaluation of strategic investments of the Group; Research and analysis of strategic intelligence in the sectors of operation of the Group; supervision of 5 managers.
(1)Principal activity of company in which such experience took place: Investment Holding company of the Camargo Corrêa Group in its areas of operation: Engineering and Construction, Energy (CPFL) and Road (CCR) Concessions, Airport operations (Aport), Incorporation (CCDI), Environment and Cement Industries, Footwear (Alpargatas), Iron and Steel Metallurgy (Usiminas) and Naval.
(2) Company name: Camargo Corrêa S.A.
(2)Positions and functions inherent to the position: February 2008 to February 2010: Strategic Planning Superintendent.
Coordination of the strategic planning cycle for the Camargo Corrêa Group, and consolidation of long-term business units plan; investment evaluation; supervision of 4 planning managers.
(2)Principal activity of company in which such experience took place: Holding company for the investments of the Camargo Corrêa Group in its areas of operation: Engineering and Construction, Energy (CPFL) and Road (CCR) Concessions, Airport operations (Aport), Incorporation (CCDI), Environment and Cement Industries, Footwear (Alpargatas), Iron and Steel Metallurgy (Usiminas) and Naval.
(3) Company name: Camargo Corrêa S.A.
(3)Positions and functions inherent to the position: June 2007 to January 2008: Strategic Planning Manager.
Economic-financial monitoring of the monthly results of the footwear and textiles business; evaluation of group investments in these sectors and executive monitoring of strategic projects in these business units.
(3)Principal activity of company in which such experience took place: Holding company for the investments of the Camargo Corrêa Group in its areas of operation: Engineering and Construction, Energy (CPFL) and Road (CCR) Concessions, Airport operations (Aport), Incorporation (CCDI), Environment and Cement Industries, Footwear (Alpargatas), Iron and Steel Metallurgy (Usiminas) and Naval.
(4) Company name: Gafisa S.A.
(4)Positions and functions inherent to the position: March 2006 to June 20007: Business Manager
Planning and execution of new real estate launches, from conception of the product, with responsibility for Profit and Losses of a portfolio of enterprises, including the construction period, delivery of the keys and technical assistance.
(4)Principal activity of company in which such experience took place: Incorporation and construction in Brazil with a focus on the residential market, operating in the middle to upper market segments, as well as in the economic segment.
(5) Company name: Promon S.A.
(5)Positions and functions inherent to the position: December 1995 to March 2006: Held the positions of trainee, junior engineer, complete engineer, senior (1996-2003) in the Company Promon Engenharia and as Finance Supervisor in the holding of the Promon Group (2004-2006).
(5)Principal activity of company in which such experience took place: Project, integration and implementation of complete infrastructure solutions for the sectors of electric energy, oil and gas, mining, metallurgy, chemical, petrochemical, process industries, logistics, transport, telecommunications and information technology.
ii. indication of all director positions currently or previously occupied in public companies Is a Substitute member of the Board of Directors of São Paulo Alpargatas S.A.
b. a description of any of following events that have occurred within the last 5 years:
i. any criminal conviction None
ii. any conviction in a CVM administrative process and the punishment applied: None
iii. any final conviction by the court of last resort, in the judicial or administrative sphere, which has suspended or disqualified him/her from the practice of a professional activity or any trade activity: None

12.9. Inform of the existence of a marital relationship, common law marriage or kinship up to the second degree, between:
Management of Issuer Does not exist
(i) Management of Issuer e (ii) management of subsidiaries, direct or indirect from the Issuer Does not exist
(i) Management of Issuer or its direct or indirect subsidiaries and(ii) direct or indirect controllers of Issuer Does not exist
(i) Management of Issuer and (ii) Management of direct or indirect holding companies of Issuer Does not exist

12.10. Inform about the subordinate relationships, provision of services or control maintained, in the last 3 fiscal years, between Management and the Issuer and:
Direct or indirect subsidiaries of Issuer Does not exist
Direct or indirect controlling shareholders of Issuer Planning Director of Camargo Corrêa S.A. (Mar 10 – present)
Planning Superintendent of Camargo Corrêa S.A. (Feb08-Feb10)
Strategic Planning Manager of Camargo Corrêa S.A. (Jun 07 – Jan 08)
Where relevant, a supplier, client, debtor or creditor of Issuer, of its subsidiaries or holding companies or subsidiaries of any of those people Does not exist.

16. Name of Candidate:
Fernando Augusto Camargo de Arruda Botelho

Nominated position:
Substitute member of The Board of Directors

Shareholder of Company responsible for the indication:
CAMARGO CORRÊA INVESTIMENTOS EM INFRAESTRUTURA S.A.

Information about the Candidate:

12.6. In relation to each of the directors and members of the Audit Committee of Issuer, indicate by way of table below:
Name: Fernando Augusto Camargo de Arruda Botelho
Age: 30 years (as of 05/19)
Profession: Director
CPF: 292.540.028-01
Other positions or functions exercised at the Company: None

12.7. Provide the information referred to in item 12.6 in relation to members of statutory committees, as well as Audit, Financial Risk and Remuneration Committees, even if such committees are non-statutory structures:
Not applicable.

12.8. In relation to each of the directors and members of the Audit Committee, provide:
a. curriculum vitae, containing the following information:
i. main professional experience within the last 5 years, indicating:
(1) Company name: Camargo Corrêa Cimentos
(1)Positions and functions inherent to the position: Since 2009: Marketing Coordinator- Implementation of the main modules of SAP CRM. Responsible for managing the sector. Conducting research and analysis of the competition in the cement market.
(1)Principal activity of company in which such experience took place: Cement Production
(2) Company name: Construtora e Comércio Camargo Corrêa
(2)Positions and functions inherent to the position: 2008-2009: Strategic Planning Coordinator- Responsible for planning of the budget of the Corporation CNEC for 2009.
(2)Principal activity of company in which such experience took place: Planning and execution of large-scale construction.

(4) Company name: Camargo Corrêa S.A.
(4)Positions and functions inherent to the position: 2006-2008: Senior Strategic Planning Analyst- Analysis of strategic planning projects and budget planning for the group.
(4)Principal activity of company in which such experience took place: Holding company for the investments of The Camargo Corrêa Group in its areas of operation: Engineering and Construction, Energy (CPFL) and Road (CCR) Concessions, Airport operations (Aport), Incorporation (CCDI), Environment and Cement Industries, Footwear (Alpargatas), Iron and Steel Metallurgy (Usiminas) and Naval.
ii. indication of all director positions currently or previously occupied in public companies None
b. a description of any of following events that have occurred within the last 5 years:
i. any criminal conviction None
ii. any conviction in a CVM administrative process and the punishment applied: None
iii. any final conviction by the court of last resort, in the judicial or administrative sphere, which has suspended or disqualified him/her from the practice of a professional activity or any trade activity: None

12.9. Inform of the existence of a marital relationship, common law marriage or kinship up to the second degree, between:
Management of Issuer Does not exist
(i) Management of Issuer and (ii) management of subsidiaries, direct or indirect from the Issuer Does not exist
(i) Management of Issuer or its direct or indirect subsidiaries and(ii) direct or indirect controlling shareholders of Issuer Does not exist
(i) Management of Issuer and (ii) Management of direct or indirect holding companies of Issuer Does not exist

12.10. Inform about the subordinate relationships, provision of services or control maintained, in the last 3 fiscal years, between Management and the Issuer and:
Direct or indirect subsidiaries of Issuer Does not exist
Direct or indirect controlling shareholders of Issuer Marketing Coordinator for Camargo Corrêa Cimentos (2009-present)
Strategic Planning Coordinator for Construtora e Comércio Camargo Corrêa (2008-2009)
Senior Strategic Planning Analyst for Camargo Corrêa S.A. (2006-2008)
Where relevant, a supplier, client, debtor or creditor of Issuer, of its subsidiaries or holding companies or subsidiaries of any of those people Does not exist.

17. Name of Candidate:
Rita Torres

Nominated position:
Substitute member of The Board of Directors

Shareholder of Company responsible for the indication:
SOARES PENIDO CONCESSÕES S.A.

Information about the Candidate:
For information about Mrs. Rita Torres, see the CCR reference form available on the CVM website.

18. Name of Candidate:
Mauro Martin Costa

Nominated position:
Substitute member of The Board of Directors

Shareholder of Company responsible for the indication:
SOARES PENIDO OBRAS, CONSTRUÇÕES E INVESTIMENTOS LTDA.

Information about the Candidate:
For information about Mr. Mauro Martin Costa, see the CCR reference form available on the CVM website.

19. Name of Candidate:
Newton Brandão Ferraz Ramos

Nominated position:
Permanent member of the Audit Committee

Shareholder of Company responsible for the indication:
ANDRADE GUTIERREZ CONCESSÕES S.A.

Information about the Candidate:
For information about Mr. Newton Brandão Ferraz Ramos, see the CCR reference form available on the CVM website.

20. Name of Candidate:
Adalgiso Fragoso de Farias

Nominated position:
Permanent member of the Audit Committee

Shareholder of Company responsible for the indication:
CAMARGO CORRÊA INVESTIMENTOS EM INFRAESTRUTURA S.A.

Information about the Candidate:
For information about Mr. Adalgiso Fragoso de Farias, see the CCR reference form available on the CVM website.

21. Name of Candidate:
José Valdir Pesce

Nominated position:
Permanent member of the Audit Committee

Shareholder of Company responsible for the indication:
SOARES PENIDO CONCESSÕES S.A.

Information about the Candidate:
For information about Mr. José Valdir Pesce, see the CCR reference form available on the CVM website.

22. Name of Candidate:
Tarcísio Augusto Carneiro

Nominated position:
Substitute member of Audit Committee

Shareholder of Company responsible for the indication:
ANDRADE GUTIERREZ CONCESSÕES S.A.

Information about the Candidate:

12.6. In relation to each of the directors and members of the Audit Committee of Issuer, indicate by way of table below:
Name: Tarcísio Augusto Carneiro
Age: 50 years
Profession: Civil Engineer
CPF: 372.404.636-72
Other positions or functions exercised at the Company: Control Manager

12.7. Provide the information referred to in item 12.6 in relation to members of statutory committees, and Audit, Financial Risk and Remuneration Committees, even if such committees or non-statutory structures:
Not applicable.

12.8. In relation to each of the directors and members of the Audit Committee, provide:
a. curriculum vitae, containing the following information:
i. main professional experience during the last 5 years, indicating:
Company name: AG Concessões S.A.
Positions and functions inherent to the position: An employee of the Andrade Gutierrez Group since December 20,1988, where he worked at Construtora Andrade Gutierrez S/A, in the Bidding Department, in the area of economic and financial studies until December 1998. In January 1999 he was transferred to Andrade Gutierrez Concessions S/A, where he serves as the company’s Control Manager.
Principal activity of company in which such experience took place: A company of the Andrade Gutierrez S.A. Group, with a focus on investment and operations through concessions and participation in companies exploring activities in the sectors of highways, Airports, Ports, Energy, sanitation and other infrastructure.
ii. indication of all director positions currently or previously occupied in public companies Currently occupies the position of substitute member of the Audit Committee of CCR and Substitute member of CEMIG – Companhia Energética de Minas Gerais Board of Directors.
b. a description of any of following events that have occurred within the last 5 years:
i. any criminal conviction None
ii. any conviction in a CVM administrative process and the punishment applied: None
iii. any final conviction by the court of last resort, in the judicial or administrative sphere, which has suspended or disqualified him/her from the practice of a professional activity or any trade activity: None

12.9. Inform of the existence of a marital relationship, common law marriage or kinship up to the second degree, between:
Management of Issuer Does not exist
(i) Management of Issuer and (ii) management of subsidiaries, direct or indirect from the Issuer Does not exist
(i) Management of Issuer or its direct or indirect subsidiaries and(ii) direct or indirect controlling shareholders of Issuer Does not exist
(i) Management of Issuer and (ii) Management of direct or indirect holding companies of Issuer Does not exist

12.10. Inform about the subordinate relationships, provision of services or control maintained, in the last 3 fiscal years, between Management and the Issuer and:
Direct or indirect subsidiaries of Issuer Does not exist
Direct or indirect controllers of Issuer Employee – Provision of services to ANDRADE GUTIERREZ CONCESSÕES S.A., a Ccr direct holding company
Where relevant, a supplier, client, debtor or creditor of Issuer, of its subsidiaries or holding companies or subsidiaries of any of those people Does not exist.

23. Name of Candidate:
Fernando Luiz Aguiar Filho

Nominated position:
Substitute member of the Audit Committee

Shareholder of Company responsible for the indication:
CAMARGO CORRÊA INVESTIMENTOS EM INFRAESTRUTURA S.A.

Information about the Candidate:
For information about Mr. Fernando Luiz Aguiar Filho, see the CCR reference form available on the CVM website.