CCR S.A. Publicly-Held Company MINUTES OF THE BOARD OF

CCR S.A.
Corporate Taxpayer’s ID (CNPJ/MF) 02.846.056/0001-97
Company Registry (NIRE) 35300158334
Publicly-Held Company
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON SEPTEMBER 11, 2013
1. DATE, TIME AND VENUE: On September 11, 2013, at 10:30 a.m., at
the head offices of CCR S.A. (“Company”), located in the City and State of
São Paulo, at Avenida Chedid Jafet, nº 222, Bloco B, 5º andar, CEP 04551065.
2. CALL NOTICE AND ATTENDANCE: All members of the Board of
Directors attended the meeting, reason that the call notice for this meeting
was exempted, pursuant to Paragraph 2, Article 13 of the Company’s Bylaws.
3. PRESIDING BOARD: Mr. Eduardo Borges de Andrade chaired the
Meeting and Mr. Marcus Rodrigo de Senna served as secretary.
4. AGENDA: (a) To resolve on the Company’s tendering of personal aval
guarantee to fully ensure the compliance with all the obligations to be
assumed by its subsidiary, Companhia de Participações em Concessões
(“CPC”) within the scope of the issue by CPC of ten (10) promissory notes, at
the unit face value of twenty million reais (R$20,000,000.00), summing up two
hundred million reais (R$200,000,000.00) ("Promissory Notes"), for tender
offer with restricted placement efforts, pursuant to Rule n.º 476 of the
Brazilian Securities and Exchange Commission ("CVM") of January 16, 2009,
as amended, CVM Rule nº 134 of November 1, 1990, as amended and CVM
Rule nº 155 of August 7, 1991, as amended, whose issue was approved by
CPC’s Board of Directors at a meeting held on this date; and (b) authorization
to the Company’s officers take all the measures necessary to tender referred
aval guarantee.
5. RESOLUTIONS: The Board members, by unanimous vote and without
abstentions:
(a) Approved, pursuant to items (xv) and (xvi), Article 14 of the Company’s
Bylaws, the Company’s tendering of aval guarantee in order to fully ensure the
compliance with all the obligations assumed by CPC within the scope of the
Issue of Promissory Notes; and
(b) In view of the aforementioned resolution, the Board members also by
unanimous vote and without abstentions, authorized the Company’s officers
to practice the acts necessary to make effective the resolutions mentioned
herein, and may also negotiate and execute all the instruments related to the
tendering of the aforementioned aval guarantee, including amendments,
especially the signature of the Promissory Notes to formalize the aval
guarantee approved herein.
6. CLOSURE, DRAWING UP AND READING OF THE MINUTES:
There being no further business to discuss, the minutes were drawn up,
approved and signed by all members of the Board of Directors. São Paulo,
September 11, 2013. Mr. Eduardo Borges de Andrade, Chairman of the
Meeting and Mr. Marcus Rodrigo de Senna, as secretary. Board members: (1)
EDUARDO BORGES DE ANDRADE; (2) FRANCISCO CAPRINO
NETO; (3) ANA MARIA MARCONDES PENIDO SANT’ANNA; (4)
LUIZ CARLOS VIEIRA DA SILVA; (5) FERNANDO AUGUSTO
CAMARGO DE ARRUDA BOTELHO; (6) HENRIQUE SUTTON DE
SOUSA NEVES; (7) LUIZ ALBERTO COLONNA ROSMAN; (8) LUIZ
ANÍBAL DE LIMA FERNANDES; (9) LUIZ ROBERTO ORTIZ
NASCIMENTO; (10) PAULO ROBERTO RECKZIEGEL GUEDES; (11)
RICARDO COUTINHO DE SENA.
This is a free English translation of the original minutes drawn up in the
Company’s records on pages 05, 06 and 07.
Mr. Marcus Rodrigo de Senna
Secretary
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