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Minutes of the Annual and Extraordinary Shareholders’ Meetings held on September 29, 2012

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TPI – Triunfo Participações E Investimentos S.A.
(the "Company")
CNPJ/MF n.º 03.014.553/0001-91
NIRE 35.300.159.845

Minutes of Extraordinary General Shareholders' Meeting
Held on September 29th, 2012

Date, Time, and Place: on the twenty-ninth day of September in the year 2012, at 2:00 P.M., convened at the Company's headquarters located at Rua Olympics, 205, set 142/143, Zip Code 04551 - 000, Vila Olimpia, in São Paulo, State of São Paulo, Brazil.

Attendance: Shareholders representing 70.36% of the total capital stock and voting shares of the Company attended, according to the signatures on the "Attendance Book." Chair: To conduct the works, Mr. Ricardo Stabille Piovezan was appointed Chairman of the Board, pursuant to article 23, paragraph one, given the absence of the Chairman of the Board, and I, Paula Villar Paulozzi was appointed secretary to the works.

Call and Publication: The call notice was duly published in accordance with Article 124, Paragraph 1, Item II of the Law nr 6.404/1976 ("Corporation Law"), (a) on the "Official Gazette of the State of São Paulo", on Sep. 14, 15, and 18, respectively on pages 38, 7 and 18, and (b) on the newspaper "Valor Economico," on Sep. 14, 15, 16, 17, and 18 respectively, on the pages C11, E2, and E3.

Agenda: To deliberate on the proposed implementation of corporate reorganization of companies belonging to the economic group of the Company, which shall consist of (a) the partial split-off of TPI-LOG S.A., a corporation enrolled in the taxpayers' registration under CNPJ / MF nr. 10.228 .616/0001-78 ("TPI-LOG"), with transfer of the split-off patrimony to Maris Gaudium Empreendimentos e Participações S.A., a corporation enrolled in the taxpayers' registration under CNPJ / MF nr 07.524.126/0001-04 ("MG"), and to Starport Participações Ltda., a limited liability company enrolled in the taxpayers' registration under CNPJ / MF Nr. 08.928.535/0001-39 ("Starport"); (b) the subsequent merger of MG and Starport with Portonave SA - Port Terminais Portuários de Navegantes, a corporation enrolled in the taxpayers' registration under CNPJ / MF nr. 01.335.341/0001-80 ("Portonave"); and (c) in assignment to TPI-LOG of the equity stake in Portonave that the Company were to hold as a result of the transactions described in items "a" and "b" above (the transactions described in items "a," "b," and "c" hereinafter together referred to as "Corporate Reorganization").

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29 September 2012