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Minutes of Board of Directors’ Meeting

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TPI – TRIUNFO PARTICIPAÇÕES E INVESTIMENTOS S.A.
("Company")
Company Registry (NIRE): 35.300.159.845
Corporate Taxpayer ID (CNPJ): 03.014.553/0001-91

MINUTES OF THE BOARD OF DIRECTORS' MEETING
HELD ON JANUARY 28, 2011

 
Date and Time: On January 28, 2011, at 10:00 a.m. at TPI – Triunfo Participações e Investimentos S.A. ("Company") headquarters, located in the City and State of São Paulo, at Rua Olimpíadas, nº 205, conjunto 142/143, Vila Olímpia, CEP 04551-000.

CALL NOTICE AND ATTENDANCE: After being duly called, the undersigned members of the board of directors attended the meeting.

PRESIDING BOARD: Pursuant to article 13, paragraph 1 of the Company's Bylaws, Mr. Luiz Fernando Wolff de Carvalho chaired the meeting and I, Paula Paulozzi Villar, acted as secretary.

AGENDA:

(i) Maestra Navegação e Logística S.A.
(i.ii) Contracting of financial operation with BNDES for refurbishment of vessels and related guarantees;
(i.ii) Contracting of financial operations with BTG bank for acquisition of two (2) new vessels, working capital and related guarantees;
(ii) Concessionária da Rodovia Osório – Porto Alegre S.A. – Concepa,
(ii.i) to analyze and resolve on the authorization for granting of a personal guarantee to UBF Seguros S/A, registered in the corporate roll of corporate taxpayers (CNPJ) under number 72.145.931/0001-99, headquartered at Rua São Tomé, nº 86, 4º e 20º andares, Vila Olímpia, in the City and State of São Paulo (the "Insurance Company") associated with the Instruments executed by and between the Insurance Company and Concessionária da Rodovia Osório – Porto Alegre S.A. – Concepa, registered in the roll of corporate taxpayers (CNPJ) under number 01.654.604/0001-14, headquartered at BR-290, KM 19, in the city of Santo Antônio da Patrulha – RS ("Concepa"), and
(ii.ii) ratify all the acts performed by the Company in the capacity of Intervenient Surety, regarding the aforementioned Surety Bond.

RESOLUTIONS: After having discussed item (i) the members of the Board approved the financial operations referred to in the Proposal of the Board of Executive Officers signed herein by all in attendance. Immediately thereafter, item (ii) was discussed, after which all attending members of the Board unanimously approved the following: (ii.i) the granting of a personal guarantee by the Company to the Insurance Company, to which the Company will be bound by instruments executed in writing, as surety and main payer of Concepa, regarding the main and ancillary covenants of the Surety Bond executed by and between the aforementioned Insurance Company and Concepa, the purpose of which is the issuance of policies and documents of insurance, co-insurance and/or reinsurance to several insurance holders, as per requests made by Concepa; and (ii.ii) the ratification of all the acts already performed by the Company, confirmed, especially, by the execution of the aforementioned Surety Bond, to which the Company is bound as surety and main payer of the obligations undertaken by Concepa before said Insurance Company.

CLOSURE: There being no further matters to address, the meeting was adjourned and these minutes were drawn up, read, approved and signed by all attending directors. Signatures: Presiding Board: Luiz Fernando Wolff de Carvalho, Chairman, and Paula Paulozzi Villar, Secretary. Directors: João Villar Garcia, Jorge Michel Lepeltier, Miguel Ferreira de Aguiar, Luiz Fernando Wolff de Carvalho, Antônio José Monteiro da Fonseca de Queiroz, Ricardo Stabille Piovezan, Fernando Xavier Ferreira e Allyrio de Jesus Dipp Filho.
 
This is a free English translation of the original minutes drawn up in the company's records.

São Paulo, January 28, 2011.

____________________________
Paula Paulozzi Villar
Secretary - Brazilian Bar Association
OAB/SP 201.610
28 January 2011