Date, Time and Place:
On May 23, 2013, at 10:00 a.m., at the Company's registered office.
Call Notice and Attendance:
The call notice was waived in view of the presence of all members of the Company's Board of Directors, in accordance with Article 14, sole paragraph, of the Company's Bylaws.
The Chairman of the Board of Directors, Mr. Luiz Fernando Wolff de Carvalho chaired the meeting, and I, Paula Paulozzi Villar, served as secretary.
To approve, pursuant to Article 8 of the Company's Bylaws, the increase in the capital of the Company, within the limit of the authorized capital, through the private subscription of shares.
The Chairman of the Board of Directors of the Company clarified to the other members of the Board of Directors present that, on April 22, 2013, the Company entered into with BNDES PARTICIPAÇÕES S.A. – BNDESPAR ("BNDESPAR") and the controlling shareholders of the Company a "PRIVATE AGREEMENT FOR SUBSCRIPTION OF SHARES ISSUED BY TPI – TRIUNFO PARTICIPAÇÕES E INVESTIMENTOS S.A. AND OTHER COVENANTS" ("Investment Agreement"), through which BNDESPAR undertook, subject to certain conditions precedent, to invest three hundred and thirty million reais (R$330,000,000.00) in the Company, through the subscription of shares to be issued in connection with the capital increase that is the subject matter of the Agenda, with the interest in the capital of the Company held by BNDESPAR increasing to a maximum of seventeen point zero five percent (17.05%) of the total voting capital of the Company after said capital increase, pursuant to the terms and conditions of said Investment Agreement and as informed in the Material Fact notice released by the Company on April 9, 2013 (the "Transaction"). After due clarifications, analysis and discussion of the item on the Agenda, the Directors present decided to approve unanimously the capital increase in the capital of the Company, within the limit of authorized capital, as provided for by Article 7 of the Bylaws of the Company, through the private subscription of shares, in accordance with the following terms and conditions:
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