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Minutes of the Fiscal Council’s Meeting

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TPI - TRIUNFO PARTICIPAÇÕES E INVESTIMENTOS S.A.
(The "Company")
CNPJ/MF No. 03.014.553/0001-91
NIRE 35.300.159.845

20th Meeting of the Supervisory Board
Held on March 21, 2013.

 
Date, Time. and Place: Held at 11h00 a.m. on March 21s, 2013 at the Company's headquarters, in the city of São Paulo, State of São Paulo, at Rua Olimpiadas, nr. 205, suites 142/143, Vila Olimpia, CEP 04551-000.

Call and Attendance: Regularly summoned, all members of the Board attended the meeting, as proved by the signatures at the end of these minutes.

Chair: Mr. Bruno Shigueyoshi Oshiro assumed the presidency of the works, who appointed me, Paulozzi Paula Villar, to act as Secretary of the Works.

Agenda:

(i) Review of the annual report of the management and the Executive Board's accounts for the fiscal year ended on December 31st, 2012;
(ii) Review of the financial statements and independent auditor's report of the Company for the fiscal year ended on December 31st, 2012.

Deliberations: The Directors attended the Board of Directors Meeting held on the same date, which approved the accounts submitted by the Executive Board of the annual report of the administration, the Executive Board's accounts, the financial statements, the minutes of which were examined in meeting dated March 14th, 2013, according to the minutes, and information about the Company performance for the fiscal year ended on December 31st, 2012. The members of the Supervisory Board decided unanimously, pursuant to Article 163, paragraphs II and VII of the Law nr 6.404/76, to manifest favorably on (i) the annual management report, (ii) the Executive Board's accounts; and (iii) the financial statements of the Company for the year ended on December 31, 2012, by issuing the following opinion:

"The Supervisory Board of TPI - Triunfo Participações e Investimentos SA, in the exercise of its legal and statutory duties, in accordance with the provisions of Article 163 of Law Nr. 6.404/76, examined the Annual Report of Directors, the Financial Statements and the proposal for Allocation of the Results, documents regarding the fiscal year ended on December 31st, 2012, of the Controller and Consolidated.

Our examinations were supplemented by the analysis of document and substantially by information and clarifications provided by the Independent Auditors and by the Executive Board of the Company.

Thus, taking into account also the report of Ernst & Young Terco Auditores Independentes SS, issued on March 21st, 2013, without exceptions, the Supervisory Board states that such documents are able to be reviewed at the Annual General Shareholders' Meeting for deliberation. "

Closing: Nothing more existing to discuss and not existing any other manifestation, this meeting was adjourned, from which these minutes were drown up and after read, were approved and signed by all. Chair: President: Bruno Shigueyoshi Oshiro. Secretary: Paula Paulozzi Villar. Members Present: Bruno Shigueyoshi Oshiro; Paulo Roberto Franceschi and Vanderlei Dominguez da Rosa.
 
São Paulo, March 21st, 2013

_________________________________________ _________________________________________
Paula Paulozzi Villar Bruno Shigueyoshi Oshiro
Secretary  
   
_________________________________________ _________________________________________
Paulo Roberto Franceschi Vanderlei Dominguez da Rosa
21 March 2013