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Minutes of Board of Directors´ Meeting - Ratification of the Capital Increase

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TPI – Triunfo Participações e Investimentos S.A.
(the "Company" or "TPI")
NIRE nr. 35.300.159.845 CNPJ nº. 03.014.553/0001-91

Minutes of the Meeting of the Board of Directors Held on August 13, 2013.

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON AUGUST 13, 2013.


1. Date, Place, And Time: Held at 10:00 am on August 13, 2013, at the Company's headquarters.

2. Call and Attendance: Waived the call by virtue of the presence of all the members of the Board of Directors of the Company, in accordance with the sole paragraph of article 14 of the Bylaws of the Company.

3. Composition of the Chair: Mr. Luiz Fernando Wolff de Carvalho chaired the meeting, and I, Paula Paulozzi Villar, performed as secretary of the works.

4. Agenda: To ratify the capital increase of the Company approved at a Board of Directors meeting held on May 23, 2013.

5. Deliberations: The members of the Board of Directors decided unanimously:

5.1 To approve the capital increase of the Company within the capital authorized for private subscription approved by the Board of Directors meeting held on May 23, 2013, in the amount of R$ 330,000,000.00 (three hundred and thirty million reais) with the issuance of 30,000,000 (thirty million) ordinary shares, nominative and without par value, considering that it was verified the subscription and payment of all shares issued.

5.1.1 In consequence of the capital increase approved herein, the Company's capital stock, fully subscribed and paid, shall be R$ 842,979,226.55 (eight hundred forty-two million, nine hundred seventy-nine thousand, two hundred and twenty six reais and fifty-five cents), divided into 176,000,000 (one hundred seventy-six million) common shares, nominative, book entry, and without par value.

5.2 To authorize the Executive Board of the Company to take all necessary steps to effect the resolutions made hereby, including the completion of all registrations and approvals required, and updates of registries with any and every bodies, public and private.

6. Closure and Drawing: Nothing else existing to be discussed, Mr. Chairman, having thanked the contribution of all, concluded the assembly. The secretary drew up these minutes; which after its terms having been read aloud was approved by all those present. São Paulo, August 13, 2013. Signatures: Chair: Luiz Fernando Wolff de Carvalho - Chairman Paula Paulozzi Villar - Secretary. Directors: Luiz Fernando Wolff de Carvalho; Fernando Xavier Ferreira; Ricardo Stabille Piovezan; Leonardo Almeida Aguiar; Antonio Jose Monteiro da Fonseca de Queiroz; Ronald Herscovici; João Villar Garcia; and Marcelo Souza Monteiro.

I CERTIFY AND ATTEST THAT THESE MINUTES ARE A TRUE COPY OF THE MINUTES DRAWN IN THE APPROPRIATE BOOK ARCHIVED AT THE COMPANY HEADQUARTERS

__________________________________
Luiz Fernando Wolff de Carvalho
Chairman

__________________________________
Paula Paulozzi Villar
Secretary

OAB/SP – 201.610
13 August 2013