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Minutes of Board of Directors’ Meeting - 1st Debentures Issue of Vessel log

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TPI - Triunfo Participações e Investimentos S.A.
(the "Company" or "TPI")
NIRE NR. 35.300.159.845
CNPJ NR. 03.014.553/0001-91

Minutes of the Meeting of the Board of Directors

 
DATE AND PLACE: Held at 10:00 pm on September 18, 2012, at the Company's headquarters - Rua Olimpíadas, Nr. 205, 1402/1403, São Paulo, SP, CEP 04551-000.

CALL AND ATTENDANCE: The call was waived because of the presence of all members of the Board of Directors of the Company, pursuant to the sole paragraph of Article 14 of the Bylaws of the Company.

COMPOSITION OF THE BOARD: Mr. Luiz Fernando Carvalho Wolff presided over the Meeting, and I, Paula Paulozzi Villar, performed as secretary of the works.

AGENDA:

(i) To approve the performance by Vessel-Log Companhia Brasileira de Navegação e Logística S.A. ("Vessel-log") of its first issuance of simple debentures, non-convertible, unsecured, with the additional surety guarantee to be in the converted into a secured type with an additional surety guarantee, in a single series, for public distribution with restricted placement efforts, to be performed under the Instruction CVM nr 476 of January 16, 2009, as amended, in the amount of R$ 145,000,000.00 (one hundred forty-five million reais) on the Date of issuance ("Issuance");

(ii) To approve (a) the Chattel Mortgage of the ship Maestra Mediterraneo (ship code IMO No 9065261) by Vessel-Log under suspensive condition, (b) establishment of real encumbrance on the ship Maestra Pacifico (ship code IMO No 9074406) and on the ship Maestra Caribe (ship code IMO Nr. 9074418) by Maestra Shipping LLP, to guarantee the obligations assumed by Vessel-Log under the Issuance;

(iii) To approve the granting of Safety Guarantee by the Company, by NTL Navegação e Logistica SA, Maestra Navegação e Logistica S.A. and by Maestra Shipping, LLP to guarantee the obligations assumed by Vessel-Log under the Issuance; and

(iv) To authorize the Company Board of Officers to: (a) negotiate all terms and conditions that may be applicable to the Issuance and (b) to take all actions and execute all documents required to realize the above resolutions.

DELIBERATIONS: Put the topics for discussion, after the appropriate discussion and analysis, the directors unanimously decided to approve items 'i', 'ii', 'iii', and 'iv' listed on the agenda.

CLOSURE: Since there was nothing else to be discussed, the Chairman adjourned the meeting, of which were drawn up these minutes, which were read and approved, and signed by all those present. Signatures: Chair: Mr. Luiz Fernando Carvalho Wolff - President and Paula Paulozzi Villar - Secretary. Directors: Marcelo Souza Monteiro; Leonardo Almeida Aguiar; Luiz Fernando Wolff de Carvalho; Antonio José Monteiro da Fonseca de Queiroz; Fernando Xavier Ferreira, Ricardo Stabille Piovezan; and João Villar Garcia.
 
I CERTIFY AND ATTEST THAT THESE MINUTES IS A TRUE COPY OF THE MINUTES DRAWN IN THE APPROPRIATE BOOK OF THE COMPANY.

São Paulo, September 18th, 2012.


_________________________________
Paula Paulozzi Villar
18 September 2012