Publicly Held Company MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON MAY 12, 2011 1. Date, Time and Venue: May 12, 2011, at 10:00 A.M., at the Company s headquarters, located in the city and state of Rio de Janeiro, at Av. das Américas, n 500, Bloco 19, Sala 301, (parte), Barra da Tijuca, CEP 22640-100. 2. Call Notice and Attendance: The call notice was waived in view of the presence of all members of the Company's Board of Directors. 3. Presiding: Chairman: Ney Prado Junior; Secretary: Bruno Padilha de Lima Costa 4. Agenda: i) Election and re-election of the members of the Company s Board of Executive Officers; ii) approval of the Company s results for the first quarter of 2011; and iii) approval of the Company s stock split. 5. Resolutions Approved: After the Meeting was called to order, the chairman clarified to the board members that the minutes of this Meeting would be drawn up in summary form and that they had the right to express statements and dissent, in accordance with the law. 5.1 After considering item i on the agenda, the Board resolved to elect Mr. Bruno Padilha de Lima Costa, Brazilian, married, business administrator, bearer of identification document number 10043974-4 issued by IFP/RJ, inscribed in the roll of individual taxpayers (CPF/MF) under number 044.629.727-59, with business address at Avenida das Américas, nº. 500, Bloco 19, Sala 301, CEP 22640-100, to the position of Chief Executive Officer of the Company, with a term of office of one (1) year as of this date, to replace Mr. Carlos Alberto de Figueiredo Trindade Filho, Brazilian, married, insurer, bearer of identification document number 03171314-2 issued by IFP/RJ, inscribed in the roll of individual taxpayers (CPF/MF) under number 551.662.537-81, with business address at Avenida das Américas, nº. 500, Bloco 19, Sala 301, CEP 22640-100, who on this date steps down from his position, with all members of the Board of Directors expressing their appreciation for the important service provided to the Company by Mr. Carlos Alberto de Figueiredo Trindade Filho during the period he served in the position to which he was elected, with authorization given for the immediate exercise of the stock options for the acquisition of 2,021 shares issued by the Company to which he is entitled. 5.2 Re-election to the position of Chief Operating Officer of the Company Mr. José Ricardo Brun Fausto, Brazilian, single, economist, bearer of identification document (RG) number 21597-0, issued by CORECON/RJ, inscribed in the roll of individual taxpayers (CPF/MF) under number 035.286.647-03, with business address at Avenida das Américas, nº. 500, Bloco 19, Sala 301, CEP 22640-100, with a term of office of one (1) year as of this date. 5.3 The Board Members declared terminated as of this date the current term of office of the Officer with no specific portfolio held by Mr. Luis Eduardo Fischman, Brazilian, married, business administrator, bearer of identification document number 05360663-8, issued by IFP/ RJ, in-
scribed in the roll of individual taxpayers (CPF/MF) under number 836.903.287-72, with business address at Avenida das Américas, nº. 500, Bloco 19, Sala 301, CEP 22640-100, which began on January 21, 2011 and was approved by the Company s Board of Directors Meeting held on January 21, 2011, whose minutes were duly registered at the Commercial Registry of the State of Rio de Janeiro (JUCERJA) on March 1, 2011 under number 00002154801, and resolved to elect him to the position of Chief Financial and Control Officer and Investor Relations Officer of the Company, with a term of office of one (1) year as of this date. 5.4 The resolution contained in item 5.3 herein has the purpose of allowing for the unification of the terms of all Executive Officers of the Company, in line with best corporate practices. 5.5 The board members ratify all acts performed by the Executive Officers to date. 5.6 The Executive Officers hereby elected and re-elected and in attendance at the meeting, declare that they are not involved in any of the crimes that by law prevents them from exercising their duties, especially those set forth in Paragraph 1, Article 147 of Federal Law 6,404, and effectively take office by signing the instrument of investiture drawn up in the Company s records and filed at the Company s headquarters. 5.7 Moving on to the discussion of item ii on the agenda, the financial statements with the results for the first quarter of 2011 were examined, and, by unanimous vote, the board members approved the Company s results for the first quarter of 2011. 5.8 Moving on to the discussion of item iii on the agenda, the board members unanimously resolved to authorize the Board of Executive Officers to take all necessary measures at regulatory bodies such as the Securities and Exchange Commission of Brazil (CVM), and, if so required, the BM&FBovespa - Securities, Commodities and Futures Exchange to carry out the split in the stock of the Company. 6. Closure: There being no further matters to address, the Meeting was adjourned and these minutes were drawn up, read and signed by all present. 7. Attending Board Members: Ney Prado Junior, Bruno Padilha de Lima Costa, Luiz Carlos Almeida Braga Nabuco de Almeida, Fábio Franchini and Samuel Lasry Sitnoveter. This is a free English translation of the minutes drawn up at the Company s records. Chairman: Ney Prado Junio. Secretary: Bruno Padilha de Lima Costa. These minutes were filed under number 00002189460 by secretary Valéria G. M. Serra. Ney Prado Junior Chairman Luiz Carlos Almeida Braga Nabuco de Almeida Bruno Padilha de Lima Costa Secretary Fábio Franchini Samuel Lasry Sitnoveter
Mr. JOSÉ RICARDO BRUN FAUSTO, Brazilian, single, economist, bearer of identification document (RG) number 21597-0, issued by CORECON/RJ, inscribed in the roll of individual taxpayers (CPF/MF) under number 035.286.647-03, with business address at Avenida das Américas, nº. 500, Bloco 19, Sala 301, CEP 22640-100, hereby declares, under penalty of law, that he is not prevented from exercising the management of BRASIL INSURANCE PARTICIPAÇÕES E ADMIN- ISTRAÇÃO S.A., a corporation headquartered in the City and State of Rio de Janeiro, at Av. das Américas 500, bloco 19, sala 301 (parte), Barra da Tijuca, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number 11.721.921/0001-60 ( Company ), especially those provided for in Article 147, paragraph 1 of the Brazilian Corporation Law (Law no. 6,404/76), and, therefore, by means of this Instrument of Investiture is hereby invested in the position of Operations Officer, for which he was duly elected for a term of office of one (1) year at the Board of Directors Meeting held on May 12, 2011, with all the powers, rights and obligations attributed to him by the law and the Company s Bylaws. JOSÉ RICARDO BRUN FAUSTO
Mr. BRUNO PADILHA DE LIMA COSTA, Brazilian, married, business administrator, bearer of identification document number 10043974-4 issued by IFP/RJ, inscribed in the roll of individual taxpayers (CPF/MF) under number 044.629.727-59, with business address at Avenida das Américas, nº. 500, Bloco 19, Sala 301, CEP 22640-100, hereby declares, under penalty of law, that he is not prevented from exercising the management of BRASIL INSURANCE PARTICIPAÇÕES E ADMINISTRAÇÃO S.A., a corporation headquartered in the City and State of Rio de Janeiro, at Av. das Américas 500, bloco 19, sala 301 (parte), Barra da Tijuca, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number 11.721.921/0001-60 ( Company ), especially those provided for in Article 147, paragraph 1 of the Brazilian Corporation Law (Law no. 6,404/76), and, therefore, by means of this Instrument of Investiture is hereby invested in the position of Chief Executive Officer, for which he was duly elected for a term of office of one (1) year at the Board of Directors Meeting held on May 12, 2011, with all the powers, rights and obligations attributed to him by the law and the Company s Bylaws. BRUNO PADILHA DE LIMA COSTA
Mr. LUIS EDUARDO FISCHMAN, Brazilian, married, business administrator, bearer of identification document number 05360663-8, issued by IFP/ RJ, inscribed in the roll of individual taxpayers (CPF/MF) under number 836.903.287-72, with business address at Avenida das Américas, nº. 500, Bloco 19, Sala 301, CEP 22640-100. hereby declares, under penalty of law, that he is not prevented from exercising the management of BRASIL INSURANCE PARTICIPAÇÕES E ADMINISTRAÇÃO S.A., a corporation headquartered in the City and State of Rio de Janeiro, at Av. das Américas 500, bloco 19, sala 301 (parte), Barra da Tijuca, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number 11.721.921/0001-60 ( Company ), especially those provided for in Article 147, paragraph 1 of the Brazilian Corporation Law (Law no. 6,404/76), and, therefore, by means of this Instrument of Investiture is hereby invested in the position of Financial and Controlling Officer and Investor Relations Officer, for which he was duly elected for a term of office of one (1) year at the Board of Directors Meeting held on May 12, 2011, with all the powers, rights and obligations attributed to him by the law and the Company s Bylaws. LUIS EDUARDO FISCHMAN