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Minutes of Board of Directors’ Meeting - Approval of 1Q13 Results

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TPI - Triunfo Participações e Investimentos S.A.
(the "Company" or "TPI")
NIRE nr. 35.300.159.845
CNPJ nº. 03.014.553/0001-91

Minutes of the Meeting of the Board of Directors
Held on May 15, 2013.

 
Date and Place: Held at 10:00 am, on May 15, 2013, at the Company's headquarters at Rua Olimpíadas, 205/1402, São Paulo, SP, CEP 04551-000.

CALL AND ATTENDANCE: Regularly summoned, the Directors who undersign these minutes attended the conclave.

COMPOSITION OF THE CHAIR : Mr. Luiz Fernando Wolff de Carvalho presided the Meeting, and I, Paula Paulozzi Villar, performed as secretary of the works.

AGENDA: Analysis and decision on:

(i) Submittal of the Q1 2013 figures;
(ii) Rectification of Financial Statements for the fiscal year ended December 31st, 2012.

DELIBERATIONS: Opening the session, it was presented to the Directors by the Chief Financial Officer of the Company, Mr. Sandro Antonio de Lima, the item (i) of the agenda. After discussion and clarification, the board unanimously approved the figures submitted.

Put for discussion the item (ii) of the agenda, the chairman explained the Directors that, on March 21st, 2013, the auditors issued originally an unmodified audit report on the consolidated and individual financial statements of the Company for the year ended December 31st, 2012. Based on further analysis, the capital gain in transactions with the affiliated company Vetria, previously recorded in Other Comprehensive Results was adjusted to the result of the fiscal year 2012, and allocated to the Profits to Realize Reserve, because this gain has not yet been realized financially. Therefore, the said financial statements should be resubmitted to reflect the effect of the said amendment. So, the auditors reissued the audit report without modification, to be resubmitted to the CVM along with the financial statements for the fiscal year ended December 31st, 2012, and concurrently the submittal of the financial statements for the 1st quarter of 2013. After the clarification of the chairman, the Directors unanimously approved with no exceptions, the rectification of the Financial Statements for the year ended December 31, 2012 as recommended by the Company's independent auditors.

The Officers of the Company are hereby authorized to take any and all measure necessary to implement the resolutions passed at this meeting, including the resubmittal of the Statements regarding the fiscal year ended December 31st, 2012.

CLOSURE: There being nothing more to be discussed, Mr. Chairman, having thanked the contribution of all, concluded the assembly. The secretary drew up these minutes; which after its terms having been read aloud, was approved by all those present. São Paulo, May 15, 2013 Signatures: Chair: Luiz Fernando Wolff de Carvalho - Chairman Paula Paulozzi Villar - Secretary. Directors: Luiz Fernando Wolff de Carvalho; Antonio José Monteiro da Fonseca de Queiroz; Fernando Xavier Ferreira; Ricardo Stabille Piovezan; Leonardo Almeida Aguiar; Ronald Herscovici; João Villar Garcia; and Marcelo Souza Monteiro.
 
I CERTIFY AND ATTEST THAT THESE MINUTES ARE A TRUE COPY OF THE MINUTES DRAWN IN THE APPROPRIATE BOOK ARCHIVED AT THE COMPANY HEADQUARTERS

__________________________________ __________________________________
Luiz Fernando Wolff de Carvalho Paula Paulozzi Villar
Chairman Secretary
15 May 2013