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Notice to the Market - Capital Gain - Incorporation of Vetria Mineração S.A.

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São Paulo, December 3, 2012 - In addition to the Material Fact released today jointly with ALL - AMÉRICA LATINA LOGÍSTICA S.A ("ALL"), TRIUNFO PARTICIPAÇÕES E INVESTIMENTOS S.A. ("Triunfo") informs its shareholders and the market in general the effects of incorporating Vetria Mineração S.A. into its business:

1 - Santa Rita Capital Increase - the company Santa Rita Terminal Portuários S.A. ("Santa Rita"), in which Triunfo held 100% of its capital became Vetria Mineração S.A.. With the incorporation of Vetria, Triunfo will inject R$ 15 million in Vetria in three monthly installments following the partnership. Thus, Triunfo‘s investment in Vetria now is R$ 104 million, corresponding to 100% interest in this phase of the operation.

2 - Partners‘ entry - ALL partners enter into the partnership after Vetria capital increase, through the acquisition of interest and Vetorial Mineração S.A, through contribution from mining asset, which increases the net worth of Vetria to R$ 3.515 million. After the partners‘ entry, Triunfo‘s interest will be 15.79% over the new net worth of Vetria.

3 - Effects of Vetria incorporation on the Balance Sheet: As a result of entry of new partners, contribution from mining asset and dilution, Triunfo now holds 15.79% of R$ 3.515 million investment and will recognize a capital gain in the variation of interest of R$ 451.5 million , directly in the Shareholder‘s Equity, that could be added to the calculation basis of Profit Base for Dividends. Considering the shareholder‘s equity of R$1,342.6 million at September 30, 2012 over the rise due to the capital gain, the net worth rises to R $ 1,794.1 million and Asset Value of the Share is R$ 9.20 for R$ 12.29, an increase of R$3.09 per share, to be recognized in 4Q12.

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3 December 2012