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Summary of the Minutes of Board of Directors’ Meeting

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TPI - TRIUNFO PARTICIPAÇÕES E INVESTIMENTOS S.A.
("COMPANY" OR "TRIUNFO")
Public-held Company
Corporate Taxpayer's ID (CNPJ) n° 03.014.553/0001-91
Company Registry (NIRE): 35.300.159.845

SUMMARY OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS' MEETING
HELD ON MARCH 22, 2012.

 
Date, Time and Attendance: Held at 10:00 a.m,. on March 22, 2012, at the Company's headquarters, located in the city and state of São Paulo, at Rua Olimpíadas, nº 205, conjunto 142/143, Vila Olímpia, CEP 04551-000. All the members of the Company's Board of Directors attended.

RESOLUTIONS:
(i) Approved, unanimously and without restrictions, the Management Report, Financial Statements, Accounting Statements and the Independent Auditors Report for the fiscal year ended December 31, 2011.
(ii) Approved the Executive Board Proposal for the allocation of net income from the fiscal year ended December 31, 2011, perfectly reflected in the Financial Statements prepared by the Company Management, which will be widely disclosed in accordance with law.

The board members present unanimously approved, ad referendum the Annual Shareholders' Meeting, that:

a) The payment to shareholders, by April 30, 2012, of complementary dividends totaling R$ 2,132,683.46 (two million, a hundred and thirty-two thousand, six hundred and eighty-three reais and forty-six centavos), concerning the fiscal year 2011, equivalent to R$ 0.014607 per share.

b) The mentioned dividends will be calculated based on shareholding positions on March 22, 2012, and shares will be traded ex-dividends as of March 23, 2012.

(iii) Approved unanimously and without restrictions, the Executive Board proposal for examination of the Company's shareholders, the Company's Management overall compensation to be paid as of the date of its approval by shareholders, totaling R$ 8,850,000.00 (eight million and eight hundred and fifhty thousand reais): (i) R$ 1,800,000.00 to the Board of Directors; (ii) R$ 250,000.00 to the Fiscal Council and (iii) up to R$ 6,800,000.00 to the Executive Board.

Luiz Fernando Wolff de Carvalho - Chairman. Paula Paulozzi Villar – Secretary. Board Members: Luiz Fernando Wolff de Carvalho; Fernando Xavier Ferreira; Ricardo Stabille Piovezan; Leonardo Almeida Aguiar; Antonio José Monteiro da Fonseca de Queiroz; João Villar Garcia e Marcelo Souza Monteiro.
 
Paula Paulozzi Villar
Secretary
OAB/SP – 201.610
22 March 2012