Minutes of the Board of Directors’ Meeting

Minutes of the Board of Directors’ Meeting

1 Date, Time and Venue: Meeting held on February 11, 2010, at 9:00 a.m., at Av. Paulista, 925, 3o andar, in the city and state of São Paulo.

2 Call Notice and Attendance: The call notice was waived due to the presence of all sitting members of the Board of Directors.

3 Presiding: Fernando Luiz Schettino Moreira, Chairman; Orlando Machado Júnior, Secretary.

4 Agenda: To resolve on the following matters:

(i) to define a policy for the payment of Company dividends in order to ensure the predictability of future dividend payments;

(ii) to identify those factors and circumstances that may lead the Company’s management to recommend that dividends for a given fiscal year be lower than the amounts indicated in the dividend policy; and

(iii) to disclose the dividend policy in an ample and transparent manner;

5 Resolutions: The Board members resolved, by unanimous vote and with no restrictions to:

(i) Approve a Company dividend policy so that future dividend payments, including interest on equity, shall be equivalent to at least 50% (fifty percent) of net income for the fiscal year, calculated in accordance with Brazilian accounting practices and pursuant to Articles 193 to 203 of Law 6404/76, as amended, and the regulations of the Brazilian Securities and Exchange Commission (CVM).

The Company will adopt as a policy, 3 (three) annual dividend payments, 2 (two) of which being pre-payments, one occurring in August and the other in November, with the balance to be paid up to 1 (one) month after the Annual Shareholders’ Meeting to approve the financial statements, the allocation of net income and the payment of dividends for said fiscal year.

(ii) Confirm that there is no obligation to declare a minimum amount for each dividend payment, and that approval of the dividend policy will not prevent the Company from declaring dividends, including interest on equity, in amounts lower than 50% (fifty percent) of adjusted net income, whenever required to by law or by the Company’s financial situation, including circumstances that call for the preservation of the Company’s liquidity or the strengthening of its financial position, such as acquisition plans, expansion or investment projects, financing payments, a slowdown in the Brazilian or global economy or any other similar circumstances, as deemed by the Company’s Board of Directors.

(iii) Declare that the new dividend policy will become effective immediately and will be applicable to the dividend payment for the fiscal year begun January 1, 2010.

(iv) Confirm that the Company may, at any time, review, alter or revoke the dividend policy herein, subject to a new Board of Directors resolution.

6 Closure: There being no further business on the agenda, the meeting was brought to a close and these minutes were drawn up, read, found to be in compliance and signed by all those present. São Paulo, February 11, 2010. Signatures: Fernando Luiz Schettino Moreira, Chairman; Orlando Machado Júnior, Secretary; Board Members: Fernando Luiz Schettino Moreira; Evandro Luiz Coser; Mário Sérgio Moreira Franco; Orlando Machado Júnior; Murilo Cesar Lemos dos Santos Passos.

This is a free translation of the original minutes drawn up in the Company‘s records.

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