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Minutes of Board of Directors’ Meeting - ANBIMA Requirements

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CNPJ n° 03.014.553/0001-91
NIRE: 35.300.159.845


1. Date, Place, and Time: Held on day 24 of the month of August 2012, at 10:00 A.M., in the Headquarters of TPI - Triunfo Participaçoes e Investimentos S.A. ("Company"), located in the city of São Paulo, State of São Paulo, Brazil, at Rua Olimpíadas, 205, 14th floor, suites 142/143, Vila Olímpia.

2. Presence and Call: 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. Chair: Mr. Luiz Fernando Wolff de Carvalho assumed the chair of the meeting ("Chairman"), who invited Mrs. Paula Paulozzi Villar to perform as his secretary ("Secretary").

4. Agenda: Deliberate on:

(I) the approval of the fourth issue of simple debentures, not convertible into shares, of unsecured type to be converted into unsecured type with additional collateral up to two series, issued by the Company ("Debentures"), for public distribution, in accordance with the Instruction of the Securities and Exchange Commission ("CVM") nr 400, of December 29, 2003, as amended ("CVM Instruction 400") and other applicable regulatory provisions, in compliance with the simplified procedure for registration of public offerings of securities provided for in CVM Instruction Nr. 471, August 8, 2008 ("CVM Instruction 471"), and in Covenant CVM/ANBIMA for Simplified Procedure for the Registration of Public Offerings, regulated by the CVM Instruction 471, executed between CVM and to the Brazilian Association of Financial and Capital Markets Entities ("ANBIMA") on August 20, 2008, as amended ("Covenant CVM-ANBIMA", "Issuance" or "Offer", respectively);

(II) approval of the granting of guarantee of the Debentures Issuance, namely fiduciary assignment of all distributions of dividends, interest on own capital, and any other forms of distribution of results due to the Company, originated from the declaration or payment of dividends and interest on own capital of the Empresa Concessionárias de Rodovias do Norte S.A. - Econorte; Rio Tibagi Serviços de Operações e Apoio Rodoviários Ltda.; Concessionária da Rodovia Osório – Porto Alegre S.A.; Rio Guaíba Serviços Rodoviários Ltda.; Companhia de Concessão Rodoviária Juiz de Fora – Rio S.A.; Rio Bonito Serviços de Apoio Rodoviário Ltda.; TPI-Log S.A.; Maestra Navegação S.A.; Vessel-Log Companhia Brasileira de Navegação e Logística S.A.; and NTL - Navegação e Logistica S.A.., due until the expiration date ("Distributions"); and

(III) the authorization to the Board of Officers of the Company to perform all acts and sign all documents required for the enforcement of the decisions embodied in these minutes ("Offering Documents"), in accordance with the provisions of article 59, paragraph 1, of law No. 6.404 of December 15, 1976, as amended ("Corporate Law").

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24 August 2012