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Minutes of Board of Directors’ Meeting - Corporate Reorganization of Subsidiaries

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TPI - TRIUNFO PARTICIPAÇÕES E INVESTIMENTOS S.A.
(the "Company")
CNPJ n° 03.014.553/0001-91
NIRE 35.300.159.845

MINUTES OF THE BOARD OF DIRECTORS' MEETING
HELD ON SEPTEMBER 13TH, 2012


Date, time, and place: on day 13 of the month of September in the year 2012, at 10:00 A.M., at the Company's registered office located at Rua Olimpíadas, 205, suites 142/143, CEP 04551-000, Vila Olímpia, City of São Paulo, State of São Paulo, Brazil.

Attendance and Call: Waived the call, pursuant to the Sole Paragraph of Article 14 of the Company's Bylaws, considering the presence of all the members of the Board of Directors of the Company.

Chair: To conduct the works, Mr. Luiz Fernando Wolff de Carvalho was appointed as Chairman of the Board, and who appointed me, Paula Paulozzi Villar as Secretary.

Agenda:
Deliberate on:

(i) The proposed implementation of societal reorganization of societies of the Company's economic group, which will consist of (a) the partial split of TPI-LOG S.A., corporation enrolled with the Taxpayers' Registry under CNPJ/MF nr. 10.228.616/0001-78 ("TPI-LOG") with destination of the split assets to Maris Gaudium Empreendimentos e Participações S.A., corporation enrolled in the taxpayers' Registry under CNPJ/MF nr. 07.524.126/0001-04 ("MG"), and to Starport Participações Ltda. limited liability company enrolled with the Taxpayers' Registry under CNPJ/MF nr. 08.928.535/0001-39 ("Starport"); (b) in the subsequent incorporation of MG and Starport by Portonave S.A. – Terminais Portuários de Navegantes, corporation enrolled with the Taxpayers' Registry under CNPJ/MF nr. 01.335.341/0001-80 ("Portonave"); and (c) at granting to TPI-LOG the equity interest in Portonave that the company will hold as a result of the operations described in items "a" and "b" above (the operations described in items "a", "b" and "c" hereinafter together referred to as "Societal Reorganization"); and

(ii) the submittal of the Societal Reorganization to the decision of the Company's shareholders.

Deliberations: In relation to item (i) of the Agenda, the members of the Board of Directors, in accordance with the article 17, item IX of the Company's Bylaws decide unanimously to approve the proposal for implementation of the Societal Reorganization, in accordance with the terms and conditions described in the supporting documentation that was submitted to the members of the Board of Directors. The members of the Board of Directors clarified that the Societal Reorganization will maximize synergies, will minimize operational, financial, administrative, and tax-related costs of the exercise of the activities of the companies involved, as well as it will not change the equity interest held indirectly by the Company in Portonave. Proceeding to item (ii) of the Agenda, the members of the Board of directors unanimously decide to submit the proposed Societal Reorganization to the deliberation of the Company shareholders at the General Shareholders' Meeting.

Closure: There being no further matters, Mr. Chairman offered say to whom wanted to use and, since no one did it, the works were suspended for the time necessary to write these minutes, which, read aloud and found complying was approved by those present and signed, thus ending this meeting. Chairman of the Board Luiz Fernando Wolff de Carvalho and Secretary: Paula Paulozzi Villar. Attended: Luiz Fernando Wolff de Carvalho, João Villar Garcia, Leonardo Almeida Aguiar, Ricardo Stabille Piovezan, Antônio José Monteiro da F. de Queiroz, Fernando Xavier Ferreira, and Marcelo Souza Monteiro.

I CERTIFY AND GIVE FAITH THAT THIS IS A FAITHFUL COPY OF THE MINUTES DRAWN UP IN THE PROPER BOOK FILED AT THE COMPANY'S HEADQUARTERS.

São Paulo, September 13, 2012


_________________________________
Luiz Fernando Wolff de Carvalho
Chairman of the Board


_________________________________
Paula Paulozzi Villar
Secretary
13 September 2012