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Minutes of Board of Directors’ Meeting - Rio Canoas Issue of Debentures

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

Minutes of the Board of Directors' Meeting
held on August 07, 2012


DATE, TIME AND VENUE: On August 7, at 10:00 a.m., at the Company's headquarters, located at Rua Olimpíadas, no. 205, 1402/1403, CEP 04551-000, in the City and State of São Paulo.

CALL NOTICE AND ATTENDANCE: The call notice was waived in view of the presence of all the Board members, in accordance with article 14, sole paragraph, of the Company's Bylaws.

PRESIDING BOARD: Mr. Luiz Fernando Wolff de Carvalho chaired the meeting and I, Paula Paulozzi Villar, acted as secretary.

Agenda:

(i) To approve the second public issue of simple, unconvertible debentures, in two series, by Rio Canoas Energia S.A. ("Rio Canoas"), to be conducted pursuant to the CVM Rule 476 of January 16, 2009, as amended, in the amount of one hundred million reais (R$100,000,000.00) ("Issue"), of which (i) twenty-five (25) Debentures will be issued in the first series, totaling twenty-five million reais (R$25,000,000.00), and (ii) seventy-five (75) Debentures will be issued in the second series, totaling seventy-five million reais (R$75,000,000.00);

(ii) To approve the offer of guarantees by TPI associated with the Issue, including the pledge of approximately one hundred percent (100%) of the shares issued by Rio Canoas held by TPI, except for three (3) registered common shares issued by Rio Canoas and held by the members of Rio Canoas' Board of Directors, and the offer of suretyship by TPI ("Guarantees"); and

(iii) To authorize the Company's Board of Executive Officers to: (a) negotiate all the terms and conditions applicable to the Issuance and the Guarantees; and (b) take all measures and sign all documents necessary to carry out the Issue and the Guarantees.

RESOLUTIONS: After the items on the agenda had been discussed and duly analyzed, the directors decided by unanimous vote to approve items "i", "ii" and "iii".

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 members. Signatures: Presiding Board: Luiz Fernando Wolff de Carvalho - Chairman, and Paula Paulozzi Villar - Secretary. Board Members: Marcelo Souza Monteiro, Leonardo Almeida Aguiar, Luiz Fernando Wolff de Carvalho, Antônio José Monteiro da Fonseca de Queiroz, Fernando Xavier Ferreira, Ricardo Stabille Piovezan and João Villar Garcia.

This is a free English translation of the original minutes filed in the Company's records.

São Paulo, August 7, 2012


_________________________________ _________________________________
Sr. Luiz Fernando Wolff de Carvalho Paula Paulozzi Villar
Chairman Secretary
7 August 2012