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Minutes of Board of Directors’ Meeting - Stock Option Plan

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("Company" or "Triunfo")
COMPANY REGI STRY (NIRE) : 35.300.159.845
CORPORATE TAXPAYER'S ID (CNPJ ) : 03.014.553/0001-91

Minutes of the Board of Directors' Meeting
Held on May 08, 2012

DATE, TIME AND VENUE: Held at the Company's headquarters located at Rua Olimpíadas, nº 205, conjunto 142/143, Vila Olímpia, CEP 04551-000, in the city and state of São Paulo on May 08, 2012, at 11:00 a.m.

CALL NOTICE AND ATTENDANCE: Duly called, the undersigned members of the board of directors attended the meeting.

PRESIDING: Mr. Luiz Fernando Wolff de Carvalho presided the meeting, and I, Paula Paulozzi Villar, acted as secretary.


(i) Approve the granting to purchase shares of the Company to the beneficiary appointed by the Board, under the Stock Option Plan, under the terms and conditions approved at the Extraordinary General Meeting held on June 29, 2007; and

(ii) Authorization for the Executive Directors to conclude the contracts for the granting of stock options to the beneficiary indicated

RESOLUTIONS: Putting item (i) of the agenda under discussion, it was explained to those present that the options in question are related to the termination of Mr. Daniel Haller contract with the Company, before his vesting period of choice. Having said that, subject to the terms and conditions of the Company's stock options plan approved by the Extraordinary General Meeting held on June 29, 2007, the Board Members decided to approve the granting of stock options up to 100,000 (one hundred thousand) shares to the manager of the Company appointed, in accordance with the terms and conditions:

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8 May 2012