MINUTES OF THE 2nd INDEPENDENT COMMITTEE

MINUTES OF THE 2nd INDEPENDENT COMMITTEE MEETING OF CCR
September 5, 2011
3:30 p.m.
1. DATE, TIME AND PLACE: On the 5th day of September of 2011, at 3:30 p.m., at
the head office of CCR S.A., at Avenida Chedid Jafet, No. 222, block B, 5th floor, at
the City of São Paulo, State of São Paulo.
2. ATTENDANCE: Attending the members of CCR’s Independent Committee
(“CI/CCR”) Mr. Henrique Sutton de Sousa Neves, Mrs. Ana Dolores Moura
Carneiro de Novaes, Mr. Luiz Alberto Colonna Rosman and Mr. Luiz Maria Ribeiro
Júnior; CCR’s officers Messrs. Renato Alves Vale, Arthur Piotto Filho, Marcus
Rodrigo de Senna and Leonardo Couto Vianna, advised by Mr. Adriano Gonçalves
de Pinho.
3. BOARD: Chaired by Mr. Luiz Alberto Colonna Rosman, and having as Secretary
Mr. Carlos Alberto Pinto Nogueira.
4. AGENDA: (1) Presentations from financial and legal advisors invited to be
chosen CI/CCR: UBS Bank; Koury Lopes Lawyer; Citibank; Pinheiro Guimarães
Lawyer; Deutsche Bank; Zancan Lawyer and (2) Committee’s Resolution.
5. Mr. Marcus Senna started informing that the legal advisors’ invitation followed
the criteria of choosing law firms without recent connection with the Andrade
Gutierrez and Camargo Corrêa groups, holders of the assets to be analyzed, that
the selected lawyer will act as legal advisor to the Committee and will also be the
its interface with the local legal advisors in the countries where the assets are
located abroad (Equator, Costa Rica and Curacao).
6. UBS – Mrs. Cristina Bueno talked about the team of professional that would be
used by UBS. UBS will also take into account data from regulatory landmarks,
income and costs to be provided by technical consultant specialized in airports to
be retained by CCR, which would assist to substantiate the bank’s economic and
financial analysis, requiring a term of thirty days for its preparation, after receipt of
the necessary information and data from the consultant. Presented a schedule with
1
suggestions from consultants, AECOM, Mortenson, Arup, Avia Solutions, SH&E,
Jacobs and Hatch Mott MacDonald.
7. Koury Lopes – Mr. Henrique Lopes talked about the scope of the proposal, team
and term for performance of the works.
8. Citibank – Mr. André Kok mentioned the bank’s team that would be involved in
the work, provided list of consultants – Arup, Atkins, Halcrow, Jacobs, Mott
MacDonald and Steer Davis Gleave. Term of 45 days for the performance of the
works.
9. Pinheiro Guimarães - Messrs. Rodrigo Marcílio and Marcelo Lamy talked about
the scope of the proposal, team and term for performance of the works.
10. Deutsche – The explanation was made by Messrs. Waldo Peres and Joel
Roberto, who presented the team to be used; the term is of 5 to 7 weeks for the
work of technical consultant and of 4 to 6 weeks for the bank’s. 11. Zancan –
Mr. Leandro Zancan made comments on the opportunities’ legal aspects being
studied, delivering, together with the proposal, a list of the firm’s lawyers that might
be considered in Costa Rica, Equator and Curacao.
11. The next Committee meeting is scheduled for the next 19/September, at
10:30 a.m. – Presentation of the assets – Rothschild, 12:30 p.m. to 2:00 p.m. lunch
break, at 2:00 p.m. – Presentation of Technical Consultants and at 6:30 p.m. –
CI/CCR’s Resolution.
12. The Independent Committee proceeded with the meeting after the remaining
participant’s departure, who withdrew from the room, to decide on the advisors to
be chosen. The three banks were deemed able to perform the work, being decided
unanimously for UBS. After discussions on the law firms’ size and qualification, was
also unanimously decided for the Zancan Law Firm, that has developed a variety of
works for CCR and which owner will be directly involved on the consulting services.
13. As there was nothing more to be discussed, the meeting was adjourned.
This is a true counterpart of the original, filed by the company’s independent
committee.
2
São Paulo, September 5, 2011.
Carlos Alberto Pinto Nogueira
Committee’s Secretary
This page is a part of the minutes of the 2
nd
INDEPENDENT COMMITTEE MEETING OF CCR
of September 5, 2011 at 3:30 p.m.
3