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Minutes of Board of Directors’ Meeting - Aval for Financial Operation

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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 12:00 pm on March 21, 2013, at the Company's headquarters - Rua Olimpíadas, Nr. 205, 1402/1403, São Paulo, SP, CEP 04551-000.

CALL AND ATTENDANCE: Regularly invited, all directors attended the assembly, who undersign the present minutes.

COMPOSITION OF THE CHAIR: Presided over the meeting Mr. Luiz Fernando Carvalho Wolff, and I, Paula Paulozzi Villar, performed as secretary of the works.

AGENDA: Decide on (i) the performance by the subsidiary of the Company, Companhia de Concessão Rodoviária Juiz de Fora - Rio ("Concer" or "Issuer"), its 1st issuance of up to fifty (50) commercial promissory notes ("Promissory Notes"), each in the amount of R$ 2,000,000.00 (two million reais) on the date of issuance, and the overall value of the issuance of up to R$ 100,000.000.00 (one hundred million reais) in unique series, pursuant to Instruction of the Securities Commission ("CVM") Nr. 134 of November 1st, 1990, as amended, which will be publicly distributed with restricted placement efforts, pursuant to CVM Instruction nr 476 of January 16, 2009, as amended ("Issuance"), (ii) grant of guarantee of the Company to the Promissory Notes, pursuant to Articles 897 and following of the Civil Code; and Articles 30 and following of the Uniform Law on Bills of Exchange and Promissory Notes, approved by Decree No. 57663 of January 24th 1966 ("Aval"). The Aval will be granted by the Company, acting as principal payer and severally (with Concer) responsible, universally and shall include all main and accessory obligations of the Promissory Notes, including default interest, conventional fine, indemnity allowances and other additions;, and (iii) authorization for the Executive Board of the Company: (A) to negotiate all terms and conditions that may be applicable to the Issuance and the Aval; and (B) perform all acts and execute all documents necessary to the effective Issuance and Aval.

DELIBERATIONS: Opened the session, the Chairman informed those present that the Director Antonio José Monteiro da Fonseca de Queiroz, via email, informed that he would be absent from this assembly, and using the right contained in Article 15, § 3 of the Bylaws of the Company, he sent his Manifestation of Vote expressing his agreement to the items on the agenda.

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21 March 2013