CNPJ/MF No / NIRE Publicly-held Company

Transcription

1 MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. CNPJ/MF No / NIRE Publicly-held Company MINUTE OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING, HELD ON AUGUST 1 ST, 2011 DATE, TIME, PLACE: On August 1 st, 2011, at 11:00, at Avenida das Américas 500, bloco 14, loja 108, Barra da Tijuca, Shopping Downtown, in the city of Rio de Janeiro, State of Rio de Janeiro. CALL OF THE MEETING: By means of convening notice published on 15, 18 and 19 of July, in "Diário Oficial do Estado do Rio de Janeiro" and "Valor Econômico Rio de Janeiro". ATTENDANCE: Shareholders jointly representing 67.81% (sixty seven point eighty one per cent) of the capital stock of Mills Estruturas e Serviços de Engenharia S.A. ("Mills" or "Company"). Also present Mr. Frederico Átila Silva Neves, Chief Financial and Administrative Officer of the Company, Mr. Eduardo Botelho Kiralyhegy, enrolled in the OAB/RJ under No , member of the Company s Fiscal Council, and Mrs. Simone Pacheco Lemos do Amaral, enrolled in the CRC under No /0-5, representing the specialized company Deloitte Touche Tohmatsu Auditores Independentes. BOARD OF THE MEETING: Chairman: Elio Demier; Secretary: Mauricio Negri Paschoal. AGENDA: (1) Ratify the designation of the specialized company Deloitte Touche Tohmatsu Auditores Independentes, registered with the CNPJ/MF under nº / and with the CRC2/SP under nº /O-8 F RJ (the Valuation Company ), indicated in the Protocol and Justification of the Merger (as defined below), as the company responsible for preparing the report appraising the net book value of GP Andaimes Sul Locadora Ltda., a limited liability company registered with the CNPJ/MF under nº / ( GP Sul ), for the purposes of its merger by the Company (the Valuation Report ); (2) Approve the Protocol and Justification of the Merger, by the Company, of GP Sul, under the terms of articles 224, 225 and 227 of Law of December 15, 1976, as amended (the Brazilian Corporations Law ), executed between the Company and GP Sul on July 14, 2011 (the Protocol and Justification ), which establishes the terms and conditions of the merger of GP Sul by Mills (the Merger ); (3) Approve the

2 Valuation Report, which calculated the net worth of GP Sul for purposes of the Merger; (4) Approve the Merger of GP Sul by Mills, under the terms of the Protocol and Justification, without a capital increase and without the issuance of new shares; (5) Deliberate the ratification of the election of Director Jorge Marques de Toledo Camargo and his appointment as Independent Director of the Company. DECISIONS: Brought into the discussion the matters on the agenda, the shareholders resolved: 1. To approve, by unanimous vote, the Valuation Company as the specialized company for the elaboration of the Valuation Report; 2. To approve, by unanimous vote, the Protocol and Justification of the Merger, which establishes the terms and conditions of the merger of GP Sul by Mills, its only associate, and the referred document is an integral part of these minutes as Annex I; 3. To approve, by unanimous vote, the Valuation Report, which verified the shareholders equity of GP Sul by its book value based on balance sheet at May 31, 2011, in the amount of R$ 768,279.28, and the referred document is an integral part of these minutes as Annex II; 4. To approve, by unanimous vote, under the Protocol and Justification, the Merger of GP Sul, which will be dissolved after the merger, and the Company will succeed in all their rights and obligations, as foreseen in the Protocol and Justification. Since the Company holds the entire capital of GP Sul, there is no increase in the Company's capital or issuing new shares, exempting the development and approval of the Valuation Report mentioned in Article 264 of Law No /76; 5. To ratify, by majority votes, the election of Mr. Jorge Marques de Toledo Camargo as a member of the Company s Board of Directors, as approved in the Ordinary and Extraordinary General Shareholders Meeting held on April 19, 2011 and nominate him as Independent Director of the Company, under the Novo Mercado Listing Rules of BM&FBOVESPA Bolsa de Valores, Mercadorias e Futuros. DOCUMENTS SUBMITTED TO THE GENERAL SHAREHOLDERS MEETING: The documents submitted to the General Shareholders Meeting were numbered and certified by the Board of the Meeting and filed at the Company, having been delivered copies to shareholders who requested them. CLOSING: With nothing more to be discussed, the Chairman has just dropped the

3 work, these minutes were drawn up in summary form, that will be published without the signatures of the present shareholders, in accordance with first and second paragraphs of Article 130 of Law No. 6404/76, which, after being read and approved, was signed in the proper book by all shareholders in attendance, the Chairman and the Secretary. Shareholders in attendance: ANDRES CRISTIAN NACHT, JYTTE KJELLERUP NACHT, JEROBOAN INVESTMENTS LLC, NACHT PARTICIPACOES S.A., RONALD WILLIAM GORDON MILES, DIEGO JORGE BUSH, ALAMEDA COUNTY EMPLOYEES RETIREMENT ASSOCIATION, ALPINE GLOBAL INFRASTRUCTURE FUND, AMERICAN FDS INSURANCE SERIES - GLOBAL SMALL CAPITALIZATION FUND, AMERICAN LEGACY FOUNDATION, ATWILL HOLDINGS LIMITED, CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, CAPITAL INTERNATIONAL - INTERNATIONAL EQUITY, CATHOLIC HEALTH INITIATIVES, COLLEGE RETIREMENT EQUITIES FUND, COLUMBIA EMERGING MAKETS FUND, COMMONWEALTH OF PENNSYLVANIA, COX ENTERPRISES INC MASTER TRUST, DRIEHAUS INTERNATIONAL SMLL CP GRWTH FD, A SERIES OF DRHS MTL FDS, EMERGING MARKETS STOCK FUND FOR TRUSTS, EWING MARION KAUFFMAN FOUNDATION, FIDELITY ADVISOR INTERNATIONAL CAPITAL APPRECIATION F, FIDELITY CONTRAFUND, FIDELITY CONTRAFUND: FIDELITY ADVISOR NEW INSIGHTS FUND, FIDELITY DEVONSHIRE TRUST: FIDELITY LARGE CAP GROWTH FUND, FIDELITY FINANCIAL TRUST: FIDELITY INDEPENDENCE FUND, FIDELITY HASTINGS STREET TRUST: FIDELITY GROWTH DISCOVEY FUND, FIDELITY INVESTMENT TRUST: FIDELIT INTRNCAPITAL APPRECIATION FUND, FIDELITY INVESTMENT TRUST: FIDELITY SERIES EMERGING MARKETS FUND, FIDELITY INVESTMENT TRUST: FIDELITY TOTAL INTERNATION EQUITY FUND, FIDELITY SECURITIES FUND: FIDELITY BLUE CHIP GROWTH FUND, FIDELITY SECURITIES FUND: FIDELITY DIVIDEND GROWTH FUND, FIDELITY SELECT PORTFOLIOS: INDUSTRIALS, FINDLAY PARK LATIN AMERICAN FUND, FIRE & POLICE EMPLOYEES RETIREMENT SYSTEM CITY OF BALTIMORE, FIRST INITIATIVES INSURANCE, LTD., FLORIDA RETIREMENT SYSTEM TRUST FUND, FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST, FSP SELECT INDUSTRIAL, IBM DIVERSIFIED GLOBAL EQUITY FUND, LAUDUS INTERNATIONAL MARKETMASTER FUND, LOOMIS SAYLES GLOBAL EQUITY AND INCOME FUND, MICROSOFT GLOBAL FINANCE, NATIONAL GRID UK PENSION SCHEME TRUSTEE LIMITED, PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPPI, PYRAMIS GROUP TRUST FOR EMPL BNFT PLNS: PRMS EMRGNG MRKTS CMMNGLD PL, PYRAMIS GRP TRT FR EMPL BNFT PLNS: PRMS SLCT IT SML CP PLS CMMGLD P, ROCHE US DB PLANS MASTER TRUST, ROCKWELL

4 COLLINS MASTER TRUST, SMALLCAP WORLD FUND.INC, SPDR S&P EMERGING MARKETS SMALL CAP ETF, SSGA MSCI EMERGING MKTS SMALL CAP INDEX NON-LENDING CMMN TRT FD, SSGA SPDR ETFS EUROPE I PUBLIC LIMITED COMPANY, STATE STREET EMERGING MARKETS, STATE STRT BK AND TRST CMPN INV FDS FOR TAX EXEMPT RETIREMENT PLS, TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS, THE HOSPITAL AUTHORITY PROVIDENT FUND SCHEME, THE LATIN AMERICAN DISCOVERY FUND INC, THE MINISTERS AND MISSIONARIES BENEFIT BORD OF AM BPTST CHURCHES, THE MONETARY AUTHORITY OF SINGAPORE, TIAA-CREF FUNDS - TIAA- CREF EMERGING MARKETS EQUITY FUND, TRW AUTOMOTIVE DEFINED BENEFIT MASTER TRUST, UNIVERSITY OF PITTSBURGH MEDICAL CENTER SYSTEM, VANGUARD FTSE ALL-WD EX-US SM-CP IDX FD, A SRS OF VNGD INT EQ INDX, VARIABLE INSURANC PRDCTS FUND IV: VIP INT CPTL APPRECTN PORTFOLIO, VARIABLE INSURANCE PRODUCTS FUND IV: EMERGING MARKETS PORTFOLIO, VARIABLE INSURANCE PRODUCTS FUND IV: GROWTH STOCK PORTFOLIO, VARIABLE INSURANCE PRODUCTS FUND: GROWTH PORTFOLIO, WHEELS COMMON INVESTMENT FUND, WILLIAM BLAIR COLLECTIVE INVESTMENT TRUST, WILLIAM BLAIR INSTITUTIONAL INTERNATIONAL GROWTH FUND, WILLIAM BLAIR MUTUAL FUNDS, INC. INTERNATIONAL GROWTH FUND, CAPITAL GUARDIAN ALL COUNTRY WORLD (EX-US) EQUITY FD FR TAX-EXEMPT TRSTS, CAPITAL GUARDIAN ALL COUNTRY WORLD (EX-US) EQUITY MASTER FUND, CAPITAL GUARDIAN EMERGING MARKETS EQUITY DC MASTER FUND, CAPITAL GUARDIAN EMERGING MARKETS EQUITY FUND FOR TAX-EXEMPT TRUSTS, CAPITAL GUARDIAN EMERGING MARKETS EQUITY MASTER FUND, CAPITAL GUARDIAN EMERGING MRKTS RSTRCTD EQT FUND FOR TAX-EXEMPT TRUSTS, CAPITAL INTERNATIONAL EMERGING MARKETS FUND, EMERGING MARKETS GROWTH FUND INC, FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR EQUITY GROWTH FUND, FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR STRATEGIC GROWTH FUND, FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR INDUSTRIALS FUND, FIDELITY ADVISOR SERIES VIII: FIDELITY ADVISOR EMERGING MARKETS FUND, FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDLITY INDUSTRLS CNTRL FUND, FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDLTY INTRNTNL EQTY CENTRAL FD, FIDELITY CENTRAL INVSTMNT PRTFLS LLC: FIDELITY EMRGNG MRKTS EQTY CNTRL FD, FIDELITY INVESTMENT TRUST: FIDELITY DIVERSIFIED INTERNATIONAL FUND, FIDELITY INVESTMENT TRUST: FIDELITY EMERGING MARKETS FUND, FIDELITY TREND FUND: FIDELITY TREND FUND, JAPAN TRST SRVCS

5 BK,LTD AS TRST FR TH SMTM TRST & BKG CO.,LTD AS TRST FOR M, JPMORGAN BRAZIL EQUITY MASTER INVESTMENT TRUST, JPMORGAN BRAZIL INVESTMENT TRUST PLC, MORGAN STANLEY INVESTMENT FUNDS LATIN AMERICAN EQUITY FUND, STICHTING DEPOSITARY APG EMERGING MAKETS EQUITY POOL, T.ROWE PRICE FUNDS SICAV, T.ROWE PRICE GLOBAL INFRASTRUCTURE FUND, T.ROWE PRICE INTERNATIONAL FUNDS: T.ROWE PRICE LATIN AMERICA FUND, UNIVERSITIES SUPERANNUATION SCHEME LTD, VARIABLE INSURANCE PRODUCTS FUND III: BALANCED PORTFOLIO, VARIABLE INSURANCE PRODUCTS FUND IV: INDUSTRIALS PORTFOLIO, VARIABLE INSURANCE PRODUCTS FUND V: ASSET MANAGER GROWTH PORTFOLIO, VARIABLE INSURANCE PRODUCTS FUND V: ASSET MANAGER PORTFOLIO, VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR, ELIO DEMIER. Rio de Janeiro, August 1 st, I certify that these minutes are a true copy of the minutes drawn up in the proper book. Elio Demier Chairman Maurício Negri Paschoal Secretary

6 MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. CNPJ/MF No / NIRE Publicly-held Company MINUTE OF THE EXTRAORDINARY SHAREHOLDERS' MEETING HELD ON AUGUST 1 ST, 2011 ANNEX I PROTOCOL AND JUSTIFICATION OF THE MERGER Protocol and Justification of the Merger of GP Andaimes Sul Locadora Ltda. by Mills Estruturas e Serviços de Engenharia S.A. By this present instrument, and under the best terms of the law, the Parties: MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A., a publicly held corporation (sociedade anônima) headquartered at Avenida das Américas 500, bloco 14, loja 108, salas 207 and 208, Barra da Tijuca, Shopping Downtown, in the City and State of Rio de Janeiro, registered with the CNPJ/MF under n.º / , in this act represented as provided in its bylaws ( Mills ); and GP ANDAIMES SUL LOCADORA LTDA., a limited liability company headquartered in the City of Porto Alegre, in the State of Rio Grande do Sul, at Rua Conselheiro Travassos, 344, São Geraldo, registered with the CNPJ/MF under nº / , in this act represented as provided in its articles of association ( GP Sul ); in observance of the provisions in articles 224 and 225 of Law of December 15, 1976, as amended (the Brazilian Corporations Law ); article 1.116, 1 of article and article of Law of January 10, 2002, as amended (the Civil Code ); and CVM Instruction n.º 319 of December 3, 1999, as amended ( CVM Instruction 319 ), resolve to execute this Protocol and Justification of the Merger of GP Andaimes Sul Locadora Ltda. by Mills Estruturas e Serviços de Engenharia S.A. (the Protocol and Justification ), to govern the terms and conditions applicable to the transaction, which shall remain conditioned on the approval of their respective quotaholders and shareholders. 1. CONDITIONS OF THE MERGER

7 1.1 The purpose of this Protocol and Justification is the merger of GP Sul by Mills, its only quotaholder, in accordance with articles 224 and 225 of the Brazilian Corporations Law and article and 1 of article of the Civil Code (the Merger ). Due to the Merger, GP Sul will be extinguished and succeeded by Mills in all its rights and obligations, pursuant to Clause 5 of this Protocol and Justification On the date hereof, Mills Board of Directors approved the convocation of an extraordinary shareholders meeting to deliberate (i) the ratification of the designation of the Valuation Company (as defined below) to proceed with the valuation of the net equity of GP Sul, in accordance with Clause 4 below, (ii) this Protocol and Justification, (iii) the Valuation Report (as defined below), (iv) the Merger, and (v) other matters of interest to Mills. On the date such shareholders meeting is held, Mills, as sole quotaholder of GP Sul, will decide, as provided in 3 of article of the Civil Code, with respect to items (i)-(iv) above. 1.3 Also on the date hereof, the Board of Directors should submit approval of the Merger to the analysis of Mills Fiscal Council, pursuant to article 163, item III of the Brazilian Corporations Law. 2. JUSTIFICATION OF THE MERGER MOTIVES AND PURPOSES OF THE TRANSACTION 2.1 On May 27, 2011, Mills executed with the former quotaholders of GP Sul a Quota Purchase Agreement, acquiring the totality of the quotas of GP Sul (the Acquisition of GP Sul ). In light of the Acquisition of GP Sul, in which Mills became the sole quotaholder of GP Sul, this Merger seeks to optimize and centralize the activities developed by GP Sul under Mills administration, thereby generating increased operational rationalization and consequently reducing costs The Merger will also allow the tax benefit from amortizing the goodwill booked by Mills in light of the Merger, in the amount, at May 31, 2011, of R$ 4,731, (four million, seven hundred thirty-one thousand, seven hundred and twenty reais and seventy-two centavos) (the Goodwill ), at a rate of up to 20% (twenty percent) per year, as of fiscal year The tax benefit to be derived from the amortization of the Goodwill will be realized for the benefit of all Mills shareholders, indistinctly, as contemplated in CVM Instruction 319, and will permit improved cash flow at Mills, since the amortization of the Goodwill constitutes a deductible expense from the basis for calculating Imposto de Renda and Contribuição Social sobre o Lucro Líquido, under the terms of articles 7 and 8 of Law 9.532/97. Taking advantage of the above Goodwill amortization expense will

8 not negatively affect the flow of dividends to be paid to Mills shareholders. 3. CAPITAL STOCK 3.1 Since Mills is the sole quotaholder of GP Sul, there will be no change in Mills capital stock and no new shares will be issued due to the Merger. All the quotas issued by GP Sul will be cancelled due to the Merger and the extinction of GP Sul. GP Sul has no shares representing the capital stock of Mills. 4. CRITERIA FOR ASSESSING THE NET WORTH OF GP SUL 4.1 To appraise the net worth of GP Sul, the specialized company Deloitte Touche Tohmatsu Auditores Independentes, established at Avenida Presidente Wilson nº 231, 22º andar, Centro, Rio de Janeiro RJ, registered with the CNPJ/MF under nº / and with the CRC2SP under nº /O-8 F RJ (the Valuation Company ), was indicated as responsible for preparing the valuation report needed to implement the Merger (the Valuation Report ), which forms part of this Protocol and Justification for the due purposes of the law, as Annex I. The indication of the Valuation Company must be ratified by the shareholders meeting and quotaholders meeting of Mills and GP Sul, respectively, which will also approve the Valuation Report. 4.2 The net worth of GP Sul, to be added in its entirety to Mills, is fully recorded in Mills books as equity pick-up, and was assessed at its book value, taking into consideration the amounts on GP Sul s balance sheet at May 31, 2011, prepared in accordance with the accounting principles provided for in applicable corporate law, and audited by Deloitte Touche Tohmatsu Auditores Independentes. According to the Valuation Report, the quotaholders equity of GP Sul was appraised at R$768, (seven hundred sixty-eight thousand, two hundred seventy-nine reais and twenty-eight centavos). 4.3 The equity variations of GP Sul subsequent to the base date of May 31, 2011 will be booked by Mills and reflected directly on its financial statements, once the Merger is approved. 5. OTHER TERMS AND CONDITIONS OF THE MERGER 5.1 Since the entire capital stock of GP Sul is held by Mills (i) there will be no capital increase or issuance or exchange of quotas due to the Merger, and therefore the provision in article 264 of the Brazilian Corporations Law does not apply; (ii) there will be no change in Mills bylaws due to the Merger; and (iii) the Merger will not entail withdrawal rights.

9 5.2 Under the Law, Mills will be fully liable for all the obligations of GP Sul existing at the time the Merger becomes effective, including civil, fiscal, tax, commercial, labor and pension obligations, among others. All these obligations are already fully reflected under equity pick-up on Mill s consolidated financial statements, since it holds the totality of the capital stock of GP Sul. 5.3 GP Sul will be extinguished once the merger is approved, and Mills will arrange, under the terms of article 227, 3 of the Brazilian Corporations Law, for the respective registration with the competent trade boards and subsequent publication of the acts of the Merger The Acquisition of GP Sul and, therefore, the Merger, are subject to the approval of the Conselho Administrativo de Defesa Econômica ( CADE ), and a request for analysis has already been filed with that body, in an Ato de Concentração registered under n.º / , and a decision is pending. The transaction is not subject to the approval of other governmental authorities in Brazil or elsewhere. 6. Forum The parties elect the central forum in the jurisdiction of Rio de Janeiro to handle any controversies arising from this Protocol and Justification. Rio de Janeiro, July 14, Mills Estruturas e Serviços de Engenharia S.A. Name: Frederico Átila Silva Neves Title: Officer Name: Erik Wright Barstad Title: Officer GP Andaimes Sul Locadora Ltda.

10 Name: Frederico Átila Silva Neves Title: Administrator Name: Erik Wright Barstad Title: Administrator Witnesses: Name: RG.: CPF/MF: Name: RG.: CPF/MF:

11 MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. CNPJ/MF No / NIRE Publicly-held Company MINUTE OF THE EXTRAORDINARY SHAREHOLDERS' MEETING HELD ON AUGUST 1 ST, 2011 ANNEX II VALUATION REPORT OF BOOK VALUE FOR PURPOSES OF MERGING ITS NET ASSETS INTO MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A.. 1. Regarding the auditing firm Deloitte Touche Tohmatsu Auditores Independentes, a company established in the city of Rio de Janeiro, at Avenida Presidente Wilson nd floor, registered with the Cadastro Nacional de Pessoa Jurídica do Ministério da Fazenda under n / , registered originally with the Conselho Regional de Contabilidade do Estado de São Paulo under n /O-8 F RJ, with its constitutive Articles of Association registered with the 3 Cartório de Registro Civil de Pessoas Jurídicas do Estado de São Paulo, on December 28, 1977, with subsequent amendments registered at the same, the last being dated September 17, 2010, registered on microfilm under n , on October 4, 2010, represented by its partner who signs below, Antônio Carlos Brandão de Sousa, Brazilian, married, accountant, bearer of I.D. card RG n , registered with the CPF under n and with the Conselho Regional de Contabilidade do Estado do Rio de Janeiro under n RJ /O-4 resident and domiciled in the city of Rio de Janeiro, with offices at the same address as the company he represents, appointed by the administration of Mills Estruturas e Serviços de Engenharia S.A. to assess the book value of its subsidiary GP Andaimes Sul Locadora Ltda. (the Company ), at the base-date of May 31, 2011, in accordance with Brazilian GAAP, presents below the result of its labors. 2. Purpose of the valuation The objective of appraising of the book value at May 31, 2011 of GP Andaimes Sul Locadora Ltda. is to support part of the documentation included in and required for the corporate restructuring process involving the Company and its parent Mills Estruturas e Serviços de Engenharia S.A. 1

12 3. Scope of work The valuation report on the book value is being issued in connection with an auditing examination of the balance sheet of GP Andaimes Sul Locadora Ltda. prepared for May 31, The Administration s Responsibility for the Balance Sheet The Company s administration is responsible for preparing the balance sheet in accordance with Brazilian GAAP and for the internal controls it deems necessary to permit the preparation of a balance sheet free of material distortion, regardless of whether caused by fraud or error. 5. Responsibility of the Independent Auditor Our responsibility is to express a conclusion on the Company s book value, based on our audit of the balance sheet, as conducted in accordance with Brazilian GAAS. These standards demand an auditor s compliance with ethical requirements and that the audit be planned and executed with the objective of obtaining reasonable certainty that the balance sheet is free of material distortion. An audit involves performing procedures selected to obtain evidence with respect to the amounts presented on the balance sheet. The procedures selected depend on the auditor s judgment, including an assessment of the risks of material distortion on the balance sheet, regardless of whether caused by fraud or error. In this risk assessment, an auditor considers the material internal controls for the preparation of the Company s balance sheet to plan the audit procedures that are appropriate for the circumstances, but not for purposes of expressing an opinion on the efficacy of those internal controls. An audit also includes an assessment of the appropriateness of the accounting practices utilized and the reasonableness of the administration s accounting estimates. We believe that the audit evidence obtained is sufficient and appropriate for grounding our conclusion. 6. Conclusion Based on the tasks performed, we conclude that the amount of R$768, (seven hundred sixty-eight thousand, two hundred seventy-nine reais and twenty-eight centavos), in accordance with the balance sheet at May 31, 2011, recorded on the accounting books and transcribed in the Annex represents, in all material aspects, the book value of GP Andaimes Sul Locadora Ltda., in accordance with Brazilian GAAP. As required by the Brazilian Securities Commission (Comissão de Valores Mobiliários), we report that: (a) in accordance with the professional standards established by the Conselho Federal de

13 Contabilidade, we have no knowledge of a direct or indirect conflict of interest nor of any other circumstance that would represent a conflict of interest in relation to the services that we provided as described above; and (b) we have no knowledge of any action by the Company s parent or administrators intended to direct, limit, impede or practice any acts that have or could have compromised the access, utilization or knowledge of information, goods, documents or work methodologies material to the quality of the respective conclusions. Rio de Janeiro, July 7, 2011 DELOITTE TOUCHE TOHMATSU Auditores Independentes CRC 2SP /O-8 F RJ /s/ Antônio Carlos Brandão de Sousa Antônio Carlos Brandão de Sousa Accountant CRC lrj /O-4

14 ANNEX BALANCE SHEET In accordance with Brazilian GAAP, we present below the balance sheet of GP Andaimes Sul Locadora Ltda., prepared for May 31, 2011 (amounts expressed in Reais): ASSETS May 31, 2011 CURRENT Cash and cash equivalents 33, Accounts receivable 245, , NON-CURRENT Fixed assets 557, TOTAL ASSETS 836, LIABILITIES AND SHAREHOLDERS EQUITY 31/5/2011 CURRENT Suppliers 21, Tax, labor and retirement obligations 32, Provision for holidays and 13 th salary 14, , SHAREHOLDERS EQUITY Capital stock 100, Accrued profits 668, , TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 836,180.82